Nov 9, 2018

Overseas Shipholding Group Reports Third Quarter 2018 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 third
quarter 2018.

Mr. Sam Norton, President and CEO, stated, “The third quarter saw OSG
make meaningful progress in executing on its business plan,
notwithstanding our short-term financial results. Highlights for the
quarter are that we secured multiple new term-charter fixtures, extended
our contract of affreightment with the Government of Israel through the
end of 2020, and announced contracts for the construction of two new
tankers and one new barge. We are well along the path to refinance and
fully pay off our term debt which matures in August 2019 using a
combination of cash and new debt. We have in hand commitments exceeding
$325.0 million from a syndicate of lenders for a new term loan, as well
as a second loan with another lender of $27.5 million, both of which we
anticipate closing in the coming weeks. We expect these financings to
add longer-term stability to our balance sheet, clearing the path for
the pursuit of expansion opportunities. We are confident that the
trajectory and mix of our revenue streams position the Company well to
benefit from the continuing arc of improving fundamentals.”

Highlights

  • Net income for the third quarter was $11.9 million, or $0.13 per
    diluted share, compared with a net loss of $6.3 million, or $(0.07)
    per diluted share, for the third quarter 2017.
  • Shipping revenues for the third quarter 2018 were $80.5 million, down
    13.7% compared with the same period in 2017. Time charter equivalent
    (TCE) revenues(A), a non-GAAP measure, for the third
    quarter 2018 were $72.1 million, down 15.1% compared with the third
    quarter 2017.
  • Operating loss for the third quarter of 2018 was $(4.1) million,
    compared to operating income of $0.6 million in the third quarter of
    2017.
  • Third quarter 2018 Adjusted EBITDA(B), a non-GAAP measure,
    was $9.2 million, down 59.1% from $22.6 million in the third quarter
    2017.
  • Total cash(C), a non-GAAP measure, was $124.2 million as of
    September 30, 2018.

Third Quarter 2018 Results

Shipping revenues were $80.5 million for the quarter, down 13.7%
compared with the third quarter of 2017. TCE revenues for the third
quarter of 2018 were $72.1 million, a decrease of $12.8 million, or
15.1%, compared with the third quarter of 2017. Several factors
contributed to the decrease in revenues including: (a) 52 day increase
in scheduled drydocking, which is an out of service period used to
perform required major maintenance to continue trading and maximize a
vessel’s useful life, (b) 89 unplanned repair days, including one vessel
that was hit by a third-party ship, (c) one less Government of Israel
voyage during the third quarter of 2018 compared to the same period in
2017, (d) one less vessel in operation in the third quarter 2018
compared to third quarter 2017, and (e) seasonal slow-down manifested by
fewer spot market opportunities. The new term charters we secured during
the third quarter will increase our forward revenue day coverage for
2019 to approximately 65%. In the future, we expect revenues from
long-term time charters to increase and revenues from spot market
charters to decrease, which should result in decreased exposure to
fluctuations in spot market rates.

Operating loss for the third quarter of 2018 was $(4.1) million,
compared to operating income of $0.6 million in the third quarter of
2017.

Net income for the third quarter was $11.9 million, or $0.13 per diluted
share, compared with a net loss of $6.3 million, or $(0.07) per diluted
share, for the third quarter 2017.

Adjusted EBITDA was $9.2 million for the third quarter, a decrease of
$13.4 million compared with the third quarter of 2017, driven primarily
by the decline in TCE revenues.

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.

Conference Call

The Company will host a conference call to discuss its third quarter
2018 results at 9:00 a.m. Eastern Time (“ET”) on Friday, November 9,
2018.

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
11:00 a.m. ET on Friday, November 9, 2018 by dialing (877) 344-7529 for
domestic callers and (412) 317-0088 for international callers, and
entering Access Code 10126013.

About Overseas Shipholding Group, Inc.

Overseas Shipholding Group, Inc. (NYSE: OSG) is a publicly traded tanker
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 23-vessel U.S. Flag
fleet consists of seven ATBs, two lightering ATBs, three shuttle
tankers, nine MR tankers, and two non-Jones Act MR tankers that
participate in the U.S. MSP. 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 release contains forward-looking statements. In addition, the
Company may make or approve certain 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 the Company’s prospects, its ability to retain and effectively
integrate new members of management and the effect of the Company’s
spin-off of International Seaways, Inc. Forward-looking statements are
based the Company’s current plans, estimates and projections, and are
subject to change based on a number of factors. Investors should
carefully consider the risk factors outlined in more detail in the
Annual Report on Form 10-K for OSG and in similar sections of other
filings made by the Company with the SEC from time to time. The Company
assumes no obligation to update or revise any forward-looking
statements. Forward-looking statements and written and oral
forward-looking statements attributable to the Company or its
representatives after the date of this release are qualified in their
entirety by the cautionary statements contained in this paragraph and in
other reports previously or hereafter filed by the Company with the SEC.

Consolidated Statements of Operations

($ in thousands, except per share amounts)

Three Months Ended
September 30,
Nine Months Ended
September 30,
2018 2017 2018 2017
Shipping Revenues:
Time and bareboat charter revenues $ 51,033 $ 56,911 $ 159,113 $ 208,794
Voyage charter revenues 29,503 36,359 117,820 88,817
80,536 93,270 276,933 297,611
Operating Expenses:
Voyage expenses 8,481 8,388 30,135 19,329
Vessel expenses 33,865 33,194 101,025 101,438
Charter hire expenses 23,079 23,053 68,394 68,486
Depreciation and amortization 12,828 14,390 37,627 46,100
General and administrative 6,410 6,333 19,778 20,616
Loss on disposal of vessels and other property, including impairments 7,353 7,353
Total operating expenses 84,663 92,711 256,959 263,322
Operating (loss)/income (4,127 ) 559 19,974 34,289
Other income/(expense) 518 (548 ) 271 (1,428 )
(Loss)/income before interest expense, reorganization items and
income taxes
(3,609 ) 11 20,245 32,861
Interest expense (7,828 ) (9,474 ) (23,401 ) (28,277 )
(Loss)/income before reorganization items and income taxes (11,437 ) (9,463 ) (3,156 ) 4,584
Reorganization items, net 46 (198 )
(Loss)/income before income taxes (11,437 ) (9,417 ) (3,156 ) 4,386
Income tax benefit/(provision) 23,385 3,110 21,821 (2,052 )
Net income/(loss) $ 11,948 $ (6,307 ) $ 18,665 $ 2,334
Weighted Average Number of Common Shares Outstanding:
Basic – Class A 88,535,376 87,822,274 88,337,614 87,832,949
Diluted – Class A 89,229,282 87,822,274 89,017,866 88,031,375
Per Share Amounts:
Basic and diluted net income – Class A $ 0.13 $ (0.07 ) $ 0.21 $ 0.03

The Company adopted ASU No. 2017-07, Improving the Presentation of
Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
(ASC 715), which requires that an employer classify and report the
service cost component in the same line item or items in the statement
of operations as other compensation costs arising from services rendered
by the pertinent employees during the period and disclose by line item
in the statement of operations the amount of net benefit cost that is
included in the statement of operations. The other components of net
benefit cost would be presented in the statement of operations
separately from the service cost component and outside the subtotal of
income from operations. The Company adopted this accounting standard on
January 1, 2018 and has applied the guidance retrospectively.

Consolidated Balance Sheets

($ in thousands)

September 30,
2018
December 31,
2017
(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 123,977 $ 165,994
Restricted cash 59 58
Voyage receivables, including unbilled of $5,711 and $9,919 14,364 24,209
Income tax receivable 879 1,122
Other receivables 1,123 2,556
Inventories, prepaid expenses and other current assets 15,493 13,356
Total Current Assets 155,895 207,295
Vessels and other property, less accumulated depreciation 607,001 632,509
Deferred drydock expenditures, net 26,537 23,914
Total Vessels, Other Property and Deferred Drydock 633,538 656,423
Restricted cash – non current 165 217
Investments in and advances to affiliated companies 38 3,785
Intangible assets, less accumulated amortization 37,567 41,017
Other assets 33,690 23,150
Total Assets $ 860,893 $ 931,887
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities $ 38,510 $ 34,371
Current installments of long-term debt 376,897 28,160
Total Current Liabilities 415,407 62,531
Reserve for uncertain tax positions 218 3,205
Long-term debt 686 420,776
Deferred income taxes, net 64,340 83,671
Other liabilities 46,857 48,466
Total Liabilities 527,508 618,649
Equity:
Common stock – Class A ($0.01 par value; 166,666,666 shares
authorized; 84,587,414 and 78,277,669 shares issued and outstanding)
846 783
Paid-in additional capital 586,877 584,675
Accumulated deficit (248,321 ) (265,758 )
339,402 319,700
Accumulated other comprehensive loss (6,017 ) (6,462 )
Total Equity 333,385 313,238
Total Liabilities and Equity $ 860,893 $ 931,887

Consolidated Statements of Cash Flows

($ in thousands)

Nine Months Ended
September 30,
2018 2017
Cash Flows from Operating Activities:
Net income $ 18,665 $ 2,334
Items included in net income not affecting cash flows:
Depreciation and amortization 37,627 46,100
Loss on disposal of vessels and other property, including impairments 7,353
Amortization of debt discount and other deferred financing costs 3,117 3,971
Compensation relating to restricted stock awards and stock option
grants
2,312 2,526
Deferred income tax (benefit)/provision (22,328 ) 1,423
Other – net 1,575 2,336
Loss on extinguishment of debt, net 981 1,999
Distributed earnings of affiliated companies 3,747 3,656
Payments for drydocking (9,629 ) (4,833 )
SEC, Bankruptcy and IRS claim payments (5,000 )
Changes in operating assets and liabilities 7,630 (25,025 )
Net cash provided by operating activities 43,697 36,840
Cash Flows from Investing Activities:
Expenditures for vessels and vessel improvements (10,116 )
Expenditures for other property (124 ) (11 )
Net cash used in investing activities (10,240 ) (11 )
Cash Flows from Financing Activities:
Payments on debt (28,166 )
Extinguishment of debt (47,000 ) (39,115 )
Tax withholding on share-based awards (359 ) (1,062 )
Net cash used in financing activities (75,525 ) (40,177 )
Net decrease in cash, cash equivalents and restricted cash (42,068 ) (3,348 )
Cash, cash equivalents and restricted cash at beginning of period 166,269 206,933
Cash, cash equivalents and restricted cash at end of period $ 124,201 $ 203,585

The Company adopted ASU No. 2016-18, Statement of Cash Flows (ASC
230), Restricted Cash, which requires that amounts generally described
as restricted cash and restricted cash equivalents be included with cash
and cash equivalents when reconciling the beginning-of-period and
end-of-period total amounts shown on the statement of cash flows. The
standard is effective for annual periods beginning after December 31,
2017 and interim periods within that reporting period. The Company
adopted this accounting standard on January 1, 2018. The prior period
has been adjusted to conform to current period presentation, which
resulted in a decrease of $11,988 in net cash provided by investing
activities for the nine months ended September 30, 2017, related to
changes in restricted cash amounts.

Fleet Information

As of September 30, 2018, OSG’s operating fleet consisted of 23 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 September 30, 2018
Vessel Type Number Weighted by

Ownership

Number Weighted by

Ownership

Total Vessels Vessels

Weighted by

Ownership

Total dwt (1)
Handysize Product Carriers 4 4.0 10 10.0 14 14.0 664,490
Rebuilt ATBs 7 7.0 7 7.0 195,131
Lightering ATBs 2 2.0 2 2.0 91,112
Total Operating Fleet 13 13.0 10 10.0 23 23.0 950,733
(1) Total dwt is defined as total deadweight tons for all vessels of
that type.

Spot and Fixed TCE Rates Achieved and Revenue Days

The following tables provide a breakdown of TCE rates achieved for the
three and nine months ended September 30, 2018 and 2017, between spot
and fixed earnings and the related revenue days. Revenue days in the
quarter ended September 30, 2018 totaled 1,874 compared with 2,097 in
the same quarter in the prior year. A summary fleet list by vessel class
can be found later in this press release.

2018 2017
Three Months Ended September 30,

Spot
Earnings

Fixed
Earnings

Spot
Earnings

Fixed
Earnings

Jones Act Handysize Product Carriers:
Average rate $ 17,133 $ 56,999 $ 24,466 $ 64,553
Revenue days 276 797 367 732
Non-Jones Act Handysize Product Carriers:
Average rate $ 16,541 $ $ 35,054 $
Revenue days 184 179
ATBs:
Average rate $ 15,233 $ 22,171 $ 8,360 $ 25,331
Revenue days 235 224 280 355
Lightering:
Average rate $ 65,023 $ $ 59,857 $
Revenue days 158 184
2018 2017
Nine Months Ended September 30,

Spot
Earnings

Fixed
Earnings

Spot
Earnings

Fixed
Earnings

Jones Act Handysize Product Carriers:
Average rate $ 30,931 $ 60,759 $ 25,224 $ 63,737
Revenue days 894 2,315 612 2,621
Non-Jones Act Handysize Product Carriers:
Average rate $ 28,506 $ $ 32,543 $ 14,031
Revenue days 526 382 159
ATBs:
Average rate $ 16,620 $ 22,438 $ 10,378 $ 27,159
Revenue days 764 740 662 1,367
Lightering:
Average rate $ 66,648 $ $ 67,998 $
Revenue days 513 546

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 may provide
certain investors with additional information 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. Time charter
equivalent 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 follow:

Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in thousands) 2018 2017 2018 2017
Time charter equivalent revenues $ 72,055 $ 84,882 $ 246,798 $ 278,282
Add: voyage expenses 8,481 8,388 30,135 19,329
Shipping revenues $ 80,536 $ 93,270 $ 276,933 $ 297,611

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 includes 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
September 30,
Nine Months Ended
September 30,
($ in thousands) 2018 2017 2018 2017
Niche Market Activities $ 19,224 $ 26,708 $ 71,475 $ 79,452
Jones Act Handysize Tankers (6,537 ) (2,982 ) (4,072 ) 7,100
ATBs 2,424 4,909 9,976 21,806
Vessel Operating Contribution 15,111 28,635 77,379 108,358
Depreciation and amortization 12,828 14,390 37,627 46,100
General and administrative 6,410 6,333 19,778 20,616
Loss on disposal of vessels and other property, including impairments 7,353 7,353
Operating (loss)/income $ (4,127 ) $ 559 $ 19,974 $ 34,289

(B) EBITDA and Adjusted EBITDA

EBITDA represents net income before interest expense, income taxes and
depreciation and amortization expense. Adjusted EBITDA consists of
EBITDA adjusted for the impact of certain 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
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 as
reflected in the consolidated statements of operations, to EBITDA and
Adjusted EBITDA:

Three Months Ended
September 30,

Nine Months Ended
September 30,

($ in thousands) 2018 2017 2018 2017
Net income/(loss) $ 11,948 $ (6,307 ) $ 18,665 $ 2,334
Income tax (benefit)/provision (23,385 ) (3,110 ) (21,821 ) 2,052
Interest expense 7,828 9,474 23,401 28,277
Depreciation and amortization 12,828 14,390 37,627 46,100
EBITDA 9,219 14,447 57,872 78,763
Severance costs 16
Loss on disposal of vessels, including impairments 7,353 7,353
Loss on extinguishment of debt, net 810 981 1,999
Reorganization items, net (46 ) 198
Adjusted EBITDA $ 9,219 $ 22,564 $ 58,853 $ 88,329

(C) Total Cash

($ in thousands)

September 30,
2018

December 31,
2017

Cash and cash equivalents $ 123,977 $ 165,994
Restricted cash – current 59 58
Restricted cash – non-current 165 217
Total Cash $ 124,201 $ 166,269

Overseas Shipholding Group, Inc.
Susan Allan, 813-209-0620
sallan@osg.com