May 8, 2020

Overseas Shipholding Group Reports First Quarter 2020 Results

TAMPA, Fla. –
Overseas Shipholding Group, Inc. (NYSE: OSG) (the “Company” or “OSG”), a provider of energy transportation services for crude oil and petroleum products in the U.S. Flag markets, today reported results for the first quarter of 2020.

Highlights

  • Net income for the first quarter 2020 was $25.1 million, or $0.28 per diluted share, compared with net income of $3.2 million, or $0.04 per diluted share, for the first quarter 2019. The increase was driven primarily by the gain on termination of a pre-existing arrangement related to the acquisition of ATC recorded during the first quarter of 2020 and an increase in revenues.
  • Shipping revenues for the first quarter 2020 were $100.9 million, up 15.0% compared with the first quarter 2019.
  • Time charter equivalent (TCE) revenues(A), a non-GAAP measure, for the first quarter 2020 were $97.1 million, up 17.3% compared with the first quarter 2019.
  • First quarter 2020 Adjusted EBITDA(B), a non-GAAP measure, was $52.8 million, up 123.7% from $23.6 million in the first quarter 2019.
  • Total cash(C) was $101.5 million as of March 31, 2020.
  • On March 12, 2020, subsidiaries of the Company completed the purchase of three U.S.-flagged crude oil carrier vessels, the Alaskan Explorer, Alaskan Legend and Alaskan Navigator, and have entered into a bareboat charter with BP for a fourth vessel, the Alaskan Frontier, currently in layup. In connection with these transactions, OSG also completed the acquisition of Alaska Tanker Company LLC (ATC), making ATC a wholly owned subsidiary of OSG.
  • On March 26, 2020, one of the Company’s subsidiaries, OSG 204 LLC, closed on a $33.2 million 5-year term loan with Wintrust Commercial Finance and other syndicate lenders to finance a new 204,000 barrel U.S. Flag oil and chemical ATB barge, which is scheduled to be delivered in May 2020.

Sam Norton, President and CEO, stated, “We are pleased that the results we have announced today give credence to the narrative of emerging strength in our businesses that we have been speaking of in recent quarters. The deep book of time charters which we entered into at the end of last year has provided considerable insulation from exposure to the current market turmoil that has followed the outbreak of COVID-19, as well as from the extraordinary drop in transportation fuel demand affecting both crude oil and refined product pricing.”

Mr. Norton added, “Our tankers, niche businesses and remaining ATB’s operated at close to 100% utilization rates throughout the first quarter, producing solid results. With the ATC vessels also beginning to contribute, and recent financings having significantly strengthened our liquidity, OSG is now well positioned to confront the heightened uncertainty occasioned by the impact of COVID-19 on both our operations as well as on the markets that we serve.”

A, B, C

Reconciliations of these non-GAAP financial measures are included in the financial tables attached to this press release starting on Page 8.

First Quarter 2020 Results

Shipping revenues were $100.9 million for the quarter, up 15.0% compared with the first quarter of 2019. TCE revenues for the first quarter of 2020 were $97.1 million, an increase of $14.3 million, or 17.3%, compared with the first quarter of 2019. The increase in shipping and TCE revenues primarily resulted from (a) the addition of one MR tanker, Overseas Key West, two Marshall Islands flagged MR tankers, Overseas Gulf Coast and Overseas Sun Coast, and three crude oil tankers, which were acquired on March 12, 2020, Alaskan Explorer, Alaskan Legend and Alaskan Navigator, to our fleet (b) an increase in average daily rates earned by our fleet and (c) decreased spot market exposure. The increase was offset by two fewer ATBs in our fleet during the first quarter of 2020 compared to the first quarter of 2019.

Operating income for the first quarter of 2020 was $37.5 million compared to operating income of $9.7 million in the first quarter of 2019. The increase was driven primarily by the gain on termination of a pre-existing arrangement related to the acquisition of ATC recorded during the first quarter of 2020 and an increase in revenues.

Net income for the first quarter 2020 was $25.1 million, or $0.28 per diluted share, compared with net income of $3.2 million, or $0.04 per diluted share, for the first quarter 2019.

Adjusted EBITDA was $52.8 million for the quarter, an increase of $29.2 million compared with the first quarter of 2019.

Conference Call

The Company will host a conference call to discuss its first quarter 2020 results at 9:30 a.m. Eastern Time (“ET”) on Friday, May 8, 2020.

To access the call, participants should dial (844) 850-0546 for domestic callers and (412) 317-5203 for international callers. Please dial in ten minutes prior to the start of the call.

A live webcast of the conference call will be available from the Investor Relations section of the Company’s website at http://www.osg.com/.

An audio replay of the conference call will be available starting at 11:30 a.m. ET on Friday, May 8, 2020 through 10:59 p.m. ET on Friday, May 15, 2020 by dialing (877) 344-7529 for domestic callers and (412) 317-0088 for international callers, and entering Access Code 10142573.

About Overseas Shipholding Group, Inc.

Overseas Shipholding Group, Inc. (NYSE: OSG) is a publicly traded company providing energy transportation services for crude oil and petroleum products in the U.S. Flag markets. OSG is a major operator of tankers and ATBs in the Jones Act industry. OSG’s 22 vessel U.S. Flag fleet consists of three crude oil tankers doing business in Alaska, two conventional ATBs, two lightering ATBs, three shuttle tankers, ten MR tankers, and two non-Jones Act MR tankers that participate in the U.S. Maritime Security Program. OSG also owns and operates two Marshall Islands flagged MR tankers which trade internationally. In addition to the currently operating fleet, OSG has on order two Jones Act compliant barges which are scheduled for delivery in 2020.

OSG is committed to setting high standards of excellence for its quality, safety and environmental programs. OSG is recognized as one of the world’s most customer-focused marine transportation companies and is headquartered in Tampa, FL. More information is available at www.osg.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, the Company may make or approve certain forward-looking statements in future filings with the Securities and Exchange Commission (SEC), in press releases, or in oral or written presentations by representatives of the Company. All statements other than statements of historical facts should be considered forward-looking statements. These matters or statements may relate to our prospects, supply and demand for vessels in the markets in which we operate and the impact on market rates and vessel earnings, the expected delivery schedule of our two new barges under construction and their expected participation in the Jones Act trade, the continued stability of our niche businesses, and the impact of our time charter contracts on our future financial performance. Forward-looking statements are based on our current plans, estimates and projections, and are subject to change based on a number of factors. COVID-19 has had, and will have in the future, a profound impact on our workforce, and many aspects of our business and industry. Investors should carefully consider the risk factors outlined in more detail in our Annual Report on Form 10-K, in our upcoming Form 10-Q filing, and in similar sections of other filings we make with the SEC from time to time. We do not assume any obligation to update or revise any forward-looking statements except as may be required by applicable law. Forward-looking statements and written and oral forward-looking statements attributable to us or our representatives after the date of this press release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports previously or hereafter filed by us with the SEC.

Consolidated Statements of Operations

($ in thousands, except per share amounts)

Three Months Ended

March 31,

2020

2019

(unaudited)

(unaudited)

Shipping Revenues:

Time and bareboat charter revenues

$

78,150

$

63,120

Voyage charter revenues

22,709

24,617

100,859

87,737

Operating Expenses:

Voyage expenses

3,786

4,984

Vessel expenses

35,769

32,446

Charter hire expenses

22,460

22,298

Depreciation and amortization

14,019

12,478

General and administrative

6,173

5,674

Loss on disposal of vessels and other property, including impairments, net

296

117

Total operating expenses

82,503

77,997

Income from vessel operations

18,356

9,740

Gain on termination of pre-existing arrangement

19,172

Operating income

37,528

9,740

Other income, net

31

355

Income before interest expense and income taxes

37,559

10,095

Interest expense

(6,074

)

(6,506

)

Income before income taxes

31,485

3,589

Income tax expense

(6,360

)

(392

)

Net income

$

25,125

$

3,197

Weighted Average Number of Common Shares Outstanding:

Basic – Class A

89,422,311

89,004,947

Diluted – Class A

90,388,988

89,421,143

Per Share Amounts:

Basic and diluted net income – Class A

$

0.28

$

0.04

Consolidated Balance Sheets

($ in thousands)

March 31,

2020

December 31,

2019

(unaudited)

ASSETS

Current Assets:

Cash and cash equivalents

$

81,359

$

41,503

Restricted cash

20,060

60

Voyage receivables, including unbilled of $6,586 and $5,611, net of reserve for doubtful accounts

7,907

9,247

Income tax receivable

5,776

1,192

Other receivables

6,108

3,037

Inventories, prepaid expenses and other current assets

3,473

2,470

Total Current Assets

124,683

57,509

Vessels and other property, less accumulated depreciation

823,030

737,212

Deferred drydock expenditures, net

23,882

23,734

Total Vessels, Other Property and Deferred Drydock

846,912

760,946

Restricted cash – non current

88

114

Investments in and advances to affiliated companies

3,599

Intangible assets, less accumulated amortization

30,667

31,817

Operating lease right-of-use assets

270,388

286,469

Other assets

18,017

35,013

Total Assets

$

1,290,755

$

1,175,467

LIABILITIES AND EQUITY

Current Liabilities:

Accounts payable, accrued expenses and other current liabilities

$

45,308

$

35,876

Current portion of operating lease liabilities

90,410

90,145

Current portion of finance lease liabilities

4,001

4,011

Current installments of long-term debt

55,745

31,512

Total Current Liabilities

195,464

161,544

Reserve for uncertain tax positions

878

864

Noncurrent operating lease liabilities

203,000

219,501

Noncurrent finance lease liabilities

23,027

23,548

Long-term debt

385,856

336,535

Deferred income taxes, net

79,066

72,833

Other liabilities

36,497

19,097

Total Liabilities

923,788

833,922

Equity:

Common stock – Class A ($0.01 par value; 166,666,666 shares authorized; 85,845,920 and 85,713,610 shares issued and outstanding)

858

857

Paid-in additional capital

590,674

590,436

Accumulated deficit

(218,214

)

(243,339

)

373,318

347,954

Accumulated other comprehensive loss

(6,351

)

(6,409

)

Total Equity

366,967

341,545

Total Liabilities and Equity

$

1,290,755

$

1,175,467

Consolidated Statements of Cash Flows

($ in thousands)

Three Months Ended

March 31,

2020

2019

(unaudited)

(unaudited)

Cash Flows from Operating Activities:

Net income

$

25,125

$

3,197

Items included in net income not affecting cash flows:

Depreciation and amortization

14,019

12,478

Gain on termination of pre-existing arrangement

(19,172

)

Loss on disposal of vessels and other property, including impairments, net

296

117

Amortization of debt discount and other deferred financing costs

533

510

Compensation relating to restricted stock awards and stock option grants

438

309

Deferred income tax benefit

2,135

111

Interest on finance lease liabilities

506

Non-cash operating lease expense

22,811

22,176

Other – net

231

Distributed earnings of affiliated companies

3,562

3,548

Payments for drydocking

(3,327

)

(1,342

)

Operating lease liabilities

(22,969

)

(22,407

)

Changes in operating assets and liabilities, net

2,162

(7,809

)

Net cash provided by operating activities

26,119

11,119

Cash Flows from Investing Activities:

Acquisition, net of cash acquired

(16,973

)

Expenditures for vessels and vessel improvements

(20,871

)

(10,910

)

Expenditures for other property

(232

)

(588

)

Net cash used in investing activities

(38,076

)

(11,498

)

Cash Flows from Financing Activities:

Payments on debt

(7,865

)

(4,167

)

Tax withholding on share-based awards

(197

)

(294

)

Issuance of debt, net of issuance and deferred financing costs

80,886

Payments on principal portion of finance lease liabilities

(1,037

)

Net cash provided by/(used in) financing activities

71,787

(4,461

)

Net increase/(decrease) in cash, cash equivalents and restricted cash

59,830

(4,840

)

Cash, cash equivalents and restricted cash at beginning of period

41,677

80,641

Cash, cash equivalents and restricted cash at end of period

$

101,507

$

75,801

Spot and Fixed TCE Rates Achieved and Revenue Days

The following tables provide a breakdown of TCE rates achieved for spot and fixed charters and the related revenue days for the three months ended March 31, 2020 and the comparable period of 2019. Revenue days in the quarter ended March 31, 2020 totaled 1,898 compared with 1,784 in the prior year quarter. A summary fleet list by vessel class can be found later in this press release.

2020

2019

Three Months Ended March 31,

Spot

Earnings

Fixed

Earnings

Spot

Earnings

Fixed

Earnings

Jones Act Handysize Product Carriers:

Average rate

$

61,951

$

60,260

$

27,940

$

56,863

Revenue days

92

1,052

90

982

Non-Jones Act Handysize Product Carriers:

Average rate

$

27,727

$

16,788

$

25,898

$

12,097

Revenue days

154

182

113

67

ATBs:

Average rate

$

28,332

$

24,015

$

20,992

$

21,557

Revenue days

93

89

86

266

Lightering:

Average rate

$

78,258

$

61,012

$

72,905

$

Revenue days

91

87

180

Alaska (a):

Average rate

$

$

59,015

$

$

Revenue days

58

(a) Excludes one Alaska vessel currently in layup.

Fleet Information

As of March 31, 2020, OSG’s operating fleet consisted of 25 vessels, 13 of which were owned, with the remaining vessels chartered-in. Vessels chartered-in are on Bareboat Charters.

Vessels

Owned

Vessels

Chartered-In

Total at March 31, 2020

Vessel Type

Number

Number

Total Vessels

Total dwt (3)

Handysize Product Carriers (1)

6

11

17

810,825

Crude Oil Tankers (2)

3

1

4

772,194

Refined Product ATBs

2

2

59,490

Lightering ATBs

2

2

91,112

Total Operating Fleet

13

12

25

1,733,621

  1. Includes two owned shuttle tankers, 11 chartered-in tankers, two non-Jones Act MR tankers that participate in the U.S. Maritime Security Program, all of which are U.S. flagged, as well as two owned Marshall Island flagged non-Jones Act MR tankers trading in international markets.
  2. Includes three crude oil tankers doing business in Alaska and one crude oil tanker bareboat chartered-in and in layup.
  3. Total dwt is defined as aggregate deadweight tons for all vessels of that type.

Reconciliation to Non-GAAP Financial Information

The Company believes that, in addition to conventional measures prepared in accordance with GAAP, the following non-GAAP measures provide investors with additional information that will better enable them to evaluate the Company’s performance. Accordingly, these non-GAAP measures are intended to provide supplemental information, and should not be considered in isolation or as a substitute for measures of performance prepared with GAAP.

(A) Time Charter Equivalent (TCE) Revenues

Consistent with general practice in the shipping industry, the Company uses TCE revenues, which represents shipping revenues less voyage expenses, as a measure to compare revenue generated from a voyage charter to revenue generated from a time charter. TCE revenues, a non-GAAP measure, provides additional meaningful information in conjunction with shipping revenues, the most directly comparable GAAP measure, because it assists Company management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance. Reconciliation of TCE revenues of the segments to shipping revenues as reported in the consolidated statements of operations follows:

Three Months Ended

March 31,

2020

2019

Time charter equivalent revenues

$

97,073

$

82,753

Add: Voyage expenses

3,786

4,984

Shipping revenues

$

100,859

$

87,737

Vessel Operating Contribution

Vessel operating contribution, a non-GAAP measure, is TCE revenues minus vessel expenses and charter hire expenses.

Our “niche market activities”, which include Delaware Bay lightering, MSP vessels and shuttle tankers, continue to provide a stable operating platform underlying our total US Flag operations. These vessels’ operations are insulated from the forces affecting the broader Jones Act market.

The following table sets forth the contribution of our vessels:

Three Months Ended

March 31,

($ in thousands)

2020

2019

Niche Market Activities

$

21,706

$

22,602

Jones Act Handysize Tankers

12,384

2,439

ATBs

2,805

2,968

Alaska Crude Oil Tankers

1,949

Vessel Operating Contribution

38,844

28,009

Depreciation and amortization

14,019

12,478

General and administrative

6,173

5,674

Loss on disposal of vessels and other property, including impairments, net

296

117

Income from vessel operations

$

18,356

$

9,740

(B) EBITDA and Adjusted EBITDA

EBITDA represents net income/(loss) before interest expense, income taxes and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA adjusted to exclude amortization classified in charter hire expenses, interest expense classified in charter hire expenses, loss/(gain) on disposal of vessels and other property, including impairments, net, non-cash stock based compensation expense and loss on repurchases and extinguishment of debt and the impact of other items that we do not consider indicative of our ongoing operating performance. EBITDA and Adjusted EBITDA do not represent, and should not be a substitute for, net income/(loss) or cash flows from operations as determined in accordance with GAAP. Some of the limitations are: (i) EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; (ii) EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and (iii) EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt. While EBITDA and Adjusted EBITDA are frequently used as a measure of operating results and performance, neither of them is necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation. The following table reconciles net income/(loss) as reflected in the consolidated statements of operations, to EBITDA and Adjusted EBITDA.

Three Months Ended

March 31,

($ in thousands)

2020

2019

Net income

$

25,125

$

3,197

Income tax expense

6,360

392

Interest expense

6,074

6,506

Depreciation and amortization

14,019

12,478

EBITDA

51,578

22,573

Amortization classified in charter hire expenses

143

231

Interest expense classified in charter hire expenses

379

404

Loss on disposal of vessels and other property, including impairments, net

296

117

Non-cash stock based compensation expense

438

309

Adjusted EBITDA

$

52,834

$

23,634

(C) Total Cash

($ in thousands)

March 31,

2020

December 31,

2019

Cash and cash equivalents

$

81,359

$

41,503

Restricted cash – current

20,060

60

Restricted cash – non-current

88

114

Total Cash

$

101,507

$

41,677

Susan Allan, Overseas Shipholding Group, Inc.

(813) 209-0620

sallan@osg.com