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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Overseas Shipholding Group Inc | NYSE:OSG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.04 | -0.63% | 6.28 | 6.3572 | 6.22 | 6.32 | 331,684 | 00:42:05 |
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
13-2637623
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
302 Knights Run Avenue, Tampa, Florida
|
|
33602
|
(Address of principal executive office)
|
|
(Zip Code)
|
Large accelerated filer
¨
|
Accelerated filer
x
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
|
|
(Do not check if smaller reporting company)
|
Emerging growth company
¨
|
|
|
|
Page
#
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Part I—FINANCIAL INFORMATION
|
|
|
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|
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Item 1.
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Financial Statements
|
|
|
|
|
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3
|
|
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4
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5
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6
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7
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8
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24
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30
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31
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32
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32
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32
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32
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33
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33
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33
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34
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September 30,
2017 |
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December 31,
2016 |
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
|
|
||
Current Assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
199,729
|
|
|
$
|
191,089
|
|
Restricted cash
|
3,856
|
|
|
7,272
|
|
||
Voyage receivables, including unbilled of $9,900 and $12,593
|
20,773
|
|
|
23,456
|
|
||
Income tax receivable
|
563
|
|
|
877
|
|
||
Receivable from INSW
|
506
|
|
|
683
|
|
||
Other receivables
|
2,030
|
|
|
2,696
|
|
||
Inventories, prepaid expenses and other current assets
|
12,056
|
|
|
12,243
|
|
||
Total Current Assets
|
239,513
|
|
|
238,316
|
|
||
Restricted cash - non current
|
—
|
|
|
8,572
|
|
||
Vessels and other property, less accumulated depreciation of $215,431 and $213,173
|
647,660
|
|
|
684,468
|
|
||
Deferred drydock expenditures, net
|
23,759
|
|
|
31,172
|
|
||
Total Vessels, Other Property and Deferred Drydock
|
671,419
|
|
|
715,640
|
|
||
Investments in and advances to affiliated companies
|
38
|
|
|
3,694
|
|
||
Intangible assets, less accumulated amortization of $49,833 and $46,383
|
42,167
|
|
|
45,617
|
|
||
Other assets
|
22,711
|
|
|
18,658
|
|
||
Total Assets
|
$
|
975,848
|
|
|
$
|
1,030,497
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
||
Accounts payable, accrued expenses and other current liabilities
|
$
|
29,286
|
|
|
$
|
57,528
|
|
Current installments of long-term debt
|
71,554
|
|
|
—
|
|
||
Total Current Liabilities
|
100,840
|
|
|
57,528
|
|
||
Reserve for uncertain tax positions
|
3,198
|
|
|
3,129
|
|
||
Long-term debt
|
420,098
|
|
|
525,082
|
|
||
Deferred income taxes, net
|
142,827
|
|
|
141,457
|
|
||
Other liabilities
|
49,615
|
|
|
48,969
|
|
||
Total Liabilities
|
716,578
|
|
|
776,165
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
|
|
||
Common stock
|
753
|
|
|
702
|
|
||
Paid-in additional capital
|
584,940
|
|
|
583,526
|
|
||
Accumulated deficit
|
(319,402
|
)
|
|
(321,736
|
)
|
||
|
266,291
|
|
|
262,492
|
|
||
Accumulated other comprehensive loss
|
(7,021
|
)
|
|
(8,160
|
)
|
||
Total Equity
|
259,270
|
|
|
254,332
|
|
||
Total Liabilities and Equity
|
$
|
975,848
|
|
|
$
|
1,030,497
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Shipping Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Time and bareboat charter revenues
|
$
|
56,911
|
|
|
$
|
90,507
|
|
|
$
|
208,794
|
|
|
$
|
286,610
|
|
Voyage charter revenues
|
36,359
|
|
|
23,673
|
|
|
88,817
|
|
|
61,034
|
|
||||
|
93,270
|
|
|
114,180
|
|
|
297,611
|
|
|
347,644
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Voyage expenses
|
8,388
|
|
|
4,531
|
|
|
19,329
|
|
|
11,041
|
|
||||
Vessel expenses
|
33,159
|
|
|
36,839
|
|
|
101,332
|
|
|
107,353
|
|
||||
Charter hire expenses
|
23,053
|
|
|
23,083
|
|
|
68,486
|
|
|
68,809
|
|
||||
Depreciation and amortization
|
14,390
|
|
|
22,905
|
|
|
46,100
|
|
|
68,701
|
|
||||
General and administrative
|
6,493
|
|
|
10,241
|
|
|
21,081
|
|
|
34,610
|
|
||||
Severance costs
|
—
|
|
|
2,238
|
|
|
16
|
|
|
2,238
|
|
||||
Loss on disposal of vessels and other property, including impairments
|
7,353
|
|
|
97,782
|
|
|
7,353
|
|
|
97,909
|
|
||||
Total operating expenses
|
92,836
|
|
|
197,619
|
|
|
263,697
|
|
|
390,661
|
|
||||
Operating income/(loss)
|
434
|
|
|
(83,439
|
)
|
|
33,914
|
|
|
(43,017
|
)
|
||||
Other expense
|
(423
|
)
|
|
(2,832
|
)
|
|
(1,053
|
)
|
|
(2,096
|
)
|
||||
Income/(loss) before interest expense, reorganization items and income taxes
|
11
|
|
|
(86,271
|
)
|
|
32,861
|
|
|
(45,113
|
)
|
||||
Interest expense
|
(9,474
|
)
|
|
(10,607
|
)
|
|
(28,277
|
)
|
|
(33,386
|
)
|
||||
(Loss)/income before reorganization items and income taxes
|
(9,463
|
)
|
|
(96,878
|
)
|
|
4,584
|
|
|
(78,499
|
)
|
||||
Reorganization items, net
|
46
|
|
|
(5,732
|
)
|
|
(198
|
)
|
|
11,318
|
|
||||
(Loss)/income from continuing operations before income taxes
|
(9,417
|
)
|
|
(102,610
|
)
|
|
4,386
|
|
|
(67,181
|
)
|
||||
Income tax benefit/(provision) from continuing operations
|
3,110
|
|
|
49,755
|
|
|
(2,052
|
)
|
|
1,445
|
|
||||
(Loss)/income from continuing operations
|
(6,307
|
)
|
|
(52,855
|
)
|
|
2,334
|
|
|
(65,736
|
)
|
||||
(Loss)/income from discontinued operations
|
—
|
|
|
(45,884
|
)
|
|
—
|
|
|
47,597
|
|
||||
Net (loss)/income
|
$
|
(6,307
|
)
|
|
$
|
(98,739
|
)
|
|
$
|
2,334
|
|
|
$
|
(18,139
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Number of Common Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic - Class A
|
87,822,274
|
|
|
89,363,106
|
|
|
87,832,949
|
|
|
92,108,745
|
|
||||
Diluted - Class A
|
87,822,274
|
|
|
89,363,106
|
|
|
88,031,375
|
|
|
92,108,745
|
|
||||
Basic and Diluted - Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
712,976
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Per Share Amounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted net income/(loss) - Class A from continuing operations
|
$
|
(0.07
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.79
|
)
|
Basic and diluted net income - Class A from discontinued operations
|
$
|
—
|
|
|
$
|
(0.51
|
)
|
|
$
|
—
|
|
|
$
|
0.57
|
|
Basic and diluted net income - Class A
|
$
|
(0.07
|
)
|
|
$
|
(1.10
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.22
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net income/(loss) - Class B from continuing operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9.93
|
|
Basic and diluted net income - Class B from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6.60
|
)
|
Basic and diluted net income - Class B
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.32
|
|
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared - Class A
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.48
|
|
Cash dividends declared - Class B
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.56
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net (loss)/income
|
$
|
(6,307
|
)
|
|
$
|
(98,739
|
)
|
|
$
|
2,334
|
|
|
$
|
(18,139
|
)
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net change in unrealized gains/(losses) on cash flow hedges
|
415
|
|
|
6,329
|
|
|
616
|
|
|
(1,143
|
)
|
||||
Defined benefit pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
||||||||
Net change in unrecognized prior service costs
|
(38
|
)
|
|
(3
|
)
|
|
(105
|
)
|
|
(14
|
)
|
||||
Net change in unrecognized actuarial losses
|
226
|
|
|
353
|
|
|
628
|
|
|
1,363
|
|
||||
Other comprehensive income
|
603
|
|
|
6,679
|
|
|
1,139
|
|
|
206
|
|
||||
Comprehensive (loss)/income
|
$
|
(5,704
|
)
|
|
$
|
(92,060
|
)
|
|
$
|
3,473
|
|
|
$
|
(17,933
|
)
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||
Net income/(loss)
|
$
|
2,334
|
|
|
$
|
(18,139
|
)
|
Income from discontinued operations
|
—
|
|
|
47,597
|
|
||
Income/(loss) from continuing operations
|
2,334
|
|
|
(65,736
|
)
|
||
Items included in net income/(loss) from continuing operations not affecting cash flows:
|
|
|
|
|
|
||
Depreciation and amortization
|
46,100
|
|
|
68,701
|
|
||
Loss on write-down of vessels
|
7,353
|
|
|
—
|
|
||
Amortization of debt discount and other deferred financing costs
|
3,971
|
|
|
4,637
|
|
||
Compensation relating to restricted stock/stock unit and stock option grants
|
2,526
|
|
|
3,768
|
|
||
Deferred income tax provision/(benefit)
|
1,423
|
|
|
(5,624
|
)
|
||
Reorganization items, non-cash
|
(25
|
)
|
|
5,392
|
|
||
Other – net
|
2,361
|
|
|
1,732
|
|
||
Loss on repurchase of debt, net
|
1,999
|
|
|
2,531
|
|
||
Distributions from INSW
|
—
|
|
|
202,000
|
|
||
Distributed earnings of affiliated companies
|
3,656
|
|
|
3,789
|
|
||
Payments for drydocking
|
(4,833
|
)
|
|
(5,307
|
)
|
||
SEC, Bankruptcy and IRS claim payments
|
(5,000
|
)
|
|
(7,136
|
)
|
||
Changes in operating assets and liabilities
|
(25,025
|
)
|
|
8,177
|
|
||
Net cash provided by operating activities
|
36,840
|
|
|
216,924
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||
Change in restricted cash
|
11,988
|
|
|
5,011
|
|
||
Expenditures for other property
|
(11
|
)
|
|
(583
|
)
|
||
Net cash provided by investing activities
|
11,977
|
|
|
4,428
|
|
||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||
Cash dividends paid
|
—
|
|
|
(31,910
|
)
|
||
Payments on debt
|
—
|
|
|
(52,667
|
)
|
||
Extinguishment of debt
|
(39,115
|
)
|
|
(102,902
|
)
|
||
Repurchases of common stock and common stock warrants
|
—
|
|
|
(119,343
|
)
|
||
Tax withholding on share-based awards
|
(1,062
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(40,177
|
)
|
|
(306,822
|
)
|
||
Net increase/(decrease) in cash and cash equivalents from continuing operations
|
8,640
|
|
|
(85,470
|
)
|
||
Cash and cash equivalents at beginning of period
|
191,089
|
|
|
193,978
|
|
||
Cash and cash equivalents at end of period
|
$
|
199,729
|
|
|
$
|
108,508
|
|
|
|
|
|
||||
Cash flows from discontinued operations:
|
|
|
|
|
|
||
Cash flows provided by operating activities
|
$
|
—
|
|
|
$
|
131,148
|
|
Cash flows provided by investing activities
|
—
|
|
|
25,839
|
|
||
Cash flows used in financing activities
|
—
|
|
|
(355,686
|
)
|
||
Net decrease in cash and cash equivalents from discontinued operations
|
$
|
—
|
|
|
$
|
(198,699
|
)
|
|
Common Stock (1)
|
|
Paid-in Additional Capital (2)
|
|
Accumulated
Deficit |
|
Accumulated Other Comprehensive Loss (3)
|
|
Total
|
||||||||||
Balance at December 31, 2016
|
$
|
702
|
|
|
$
|
583,526
|
|
|
$
|
(321,736
|
)
|
|
$
|
(8,160
|
)
|
|
$
|
254,332
|
|
Net Income
|
—
|
|
|
—
|
|
|
2,334
|
|
|
—
|
|
|
2,334
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,139
|
|
|
1,139
|
|
|||||
Forfeitures, cancellations, issuance and vesting of restricted stock awards, net
|
5
|
|
|
(1,066
|
)
|
|
—
|
|
|
—
|
|
|
(1,061
|
)
|
|||||
Compensation related to Class A options granted and restricted stock awards
|
—
|
|
|
2,526
|
|
|
—
|
|
|
—
|
|
|
2,526
|
|
|||||
Conversion of Class A warrants to common stock
|
46
|
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at September 30, 2017
|
$
|
753
|
|
|
$
|
584,940
|
|
|
$
|
(319,402
|
)
|
|
$
|
(7,021
|
)
|
|
$
|
259,270
|
|
(1)
|
Par value
$0.01
per share;
166,666,666
Class A shares authorized;
75,034,126
Class A shares outstanding as of
September 30, 2017
.
|
(2)
|
Includes
66,950,446
outstanding Class A warrants as of
September 30, 2017
.
|
(3)
|
Amounts are net of tax.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Trustee fees
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
5
|
|
|
$
|
90
|
|
Professional fees
|
(46
|
)
|
|
822
|
|
|
193
|
|
|
1,849
|
|
||||
Litigation settlement, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,359
|
)
|
||||
Litigation settlement due to class action plaintiffs
|
—
|
|
|
—
|
|
|
—
|
|
|
2,136
|
|
||||
Litigation settlement due to Class B warrant holders
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
||||
Provision for claims
|
—
|
|
|
4,880
|
|
|
$
|
—
|
|
|
$
|
4,880
|
|
||
|
$
|
(46
|
)
|
|
$
|
5,732
|
|
|
$
|
198
|
|
|
$
|
(11,318
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Income/(loss) from continuing operations
|
$
|
(6,307
|
)
|
|
$
|
(52,855
|
)
|
|
$
|
2,334
|
|
|
$
|
(65,736
|
)
|
Income/(loss) from discontinued operations
|
—
|
|
|
(45,884
|
)
|
|
—
|
|
|
47,597
|
|
||||
Net income
|
$
|
(6,307
|
)
|
|
$
|
(98,739
|
)
|
|
$
|
2,334
|
|
|
$
|
(18,139
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A common stock - basic
|
87,822,274
|
|
|
89,363,106
|
|
|
87,832,949
|
|
|
92,108,745
|
|
||||
Class A common stock - diluted
|
87,822,274
|
|
|
89,363,106
|
|
|
88,031,375
|
|
|
92,108,745
|
|
||||
Class B common stock - basic and diluted
|
—
|
|
|
—
|
|
|
—
|
|
|
712,976
|
|
|
Three Months Ended September 30, 2016
|
|
Nine Months Ended September 30, 2016
|
||||
Shipping revenues:
|
|
|
|
|
|
||
Pool revenues
|
$
|
42,854
|
|
|
$
|
200,088
|
|
Time and bareboat charter revenues
|
24,011
|
|
|
74,355
|
|
||
Voyage charter revenues
|
13,905
|
|
|
38,066
|
|
||
|
80,770
|
|
|
312,509
|
|
||
Operating expenses:
|
|
|
|
|
|
||
Voyage expenses
|
3,605
|
|
|
9,679
|
|
||
Vessel expenses
|
35,403
|
|
|
104,941
|
|
||
Charter hire expenses
|
9,612
|
|
|
26,422
|
|
||
Depreciation and amortization
|
20,303
|
|
|
60,183
|
|
||
General and administrative
|
6,872
|
|
|
16,012
|
|
||
Spin-off related costs
|
1,963
|
|
|
3,186
|
|
||
Gain on disposal of vessels and other property, including impairments
|
49,640
|
|
|
49,468
|
|
||
Total operating expenses
|
127,398
|
|
|
269,891
|
|
||
(Loss)/income from vessel operations
|
(46,628
|
)
|
|
42,618
|
|
||
Equity in income of affiliated companies
|
12,487
|
|
|
36,093
|
|
||
Operating (loss)/income
|
(34,141
|
)
|
|
78,711
|
|
||
Other expense
|
(2,244
|
)
|
|
(1,006
|
)
|
||
(Loss)/income before interest expense and taxes
|
(36,385
|
)
|
|
77,705
|
|
||
Interest expense
|
(9,519
|
)
|
|
(29,951
|
)
|
||
(Loss)/income before income taxes
|
(45,904
|
)
|
|
47,754
|
|
||
Income tax benefit/(provision)
|
20
|
|
|
(157
|
)
|
||
Net (loss)/income
|
$
|
(45,884
|
)
|
|
$
|
47,597
|
|
|
Carrying
Value
|
|
Fair Value
|
||||||||
|
|
Level 1
|
|
Level 2
|
|||||||
September 30, 2017:
|
|
|
|
|
|
|
|
|
|||
Assets
|
|
|
|
|
|
|
|
|
|||
Cash
(1)
|
$
|
203,585
|
|
|
$
|
203,585
|
|
|
$
|
—
|
|
Total
|
$
|
203,585
|
|
|
$
|
203,585
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|||
8.125% notes due 2018
|
$
|
43,765
|
|
|
$
|
—
|
|
|
$
|
45,074
|
|
OBS Term loan
|
447,202
|
|
|
—
|
|
|
434,527
|
|
|||
7.5% Election 2 notes due 2021
|
301
|
|
|
—
|
|
|
307
|
|
|||
7.5% notes due 2024
|
384
|
|
|
—
|
|
|
380
|
|
|||
Total
|
$
|
491,652
|
|
|
$
|
—
|
|
|
$
|
480,288
|
|
|
Carrying
Value
|
|
Fair Value
|
||||||||
|
|
Level 1
|
|
Level 2
|
|||||||
December 31, 2016:
|
|
|
|
|
|
|
|
|
|||
Assets
|
|
|
|
|
|
|
|
|
|||
Cash
(1)
|
$
|
206,933
|
|
|
$
|
206,933
|
|
|
$
|
—
|
|
Total
|
$
|
206,933
|
|
|
$
|
206,933
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|||
8.125% notes due 2018
|
$
|
80,213
|
|
|
$
|
—
|
|
|
$
|
84,935
|
|
OBS Term loan
|
444,186
|
|
|
—
|
|
|
442,199
|
|
|||
7.5% Election 2 notes due 2021
|
293
|
|
|
—
|
|
|
303
|
|
|||
7.5% notes due 2024
|
390
|
|
|
—
|
|
|
392
|
|
|||
Total
|
$
|
525,082
|
|
|
$
|
—
|
|
|
$
|
527,829
|
|
(1)
|
Includes current and non-current restricted cash aggregating
$3,856
and
$15,844
at
September 30, 2017
and
December 31, 2016
, respectively.
|
|
Three Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Interest Rate Cap of continuing operations
|
$
|
(265
|
)
|
|
$
|
(65
|
)
|
Interest Rate Cap of discontinued operations
|
—
|
|
|
65
|
|
||
Interest rate swaps of discontinued operations
|
—
|
|
|
2,303
|
|
||
Total
|
$
|
(265
|
)
|
|
$
|
2,303
|
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Interest Rate Cap of continuing operations
|
$
|
403
|
|
|
$
|
1,142
|
|
Interest Rate Cap of discontinued operations
|
—
|
|
|
(1,242
|
)
|
||
Interest rate swaps of discontinued operations
|
—
|
|
|
(13,367
|
)
|
||
Total
|
$
|
403
|
|
|
$
|
(13,467
|
)
|
As of
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Unrealized losses on derivative instruments
|
|
$
|
(403
|
)
|
|
$
|
(1,019
|
)
|
Items not yet recognized as a component of net periodic benefit cost (pension and other postretirement benefit plans)
|
|
(6,618
|
)
|
|
(7,141
|
)
|
||
Accumulated other comprehensive loss
|
|
$
|
(7,021
|
)
|
|
$
|
(8,160
|
)
|
|
Unrealized losses
on cash flow
hedges
|
|
Items not yet
recognized as a
component of net
periodic benefit
cost (pension and
other
postretirement
plans)
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Balance as of June 30, 2017
|
$
|
(669
|
)
|
|
$
|
(6,806
|
)
|
|
$
|
(7,475
|
)
|
Current period change, excluding amounts reclassified from accumulated other comprehensive income
|
(149
|
)
|
|
188
|
|
|
39
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
415
|
|
|
—
|
|
|
415
|
|
|||
Total change in accumulated other comprehensive income
|
266
|
|
|
188
|
|
|
454
|
|
|||
Balance as of September 30, 2017
|
$
|
(403
|
)
|
|
$
|
(6,618
|
)
|
|
$
|
(7,021
|
)
|
|
|
|
|
|
|
||||||
Balance as of June 30, 2016
|
$
|
(1,206
|
)
|
|
$
|
(8,206
|
)
|
|
$
|
(9,412
|
)
|
Current period change, excluding amounts reclassified from
|
|
|
|
|
|
|
|
|
|||
accumulated other comprehensive income
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
101
|
|
|
—
|
|
|
101
|
|
|||
Total change in accumulated other comprehensive loss
|
65
|
|
|
—
|
|
|
65
|
|
|||
Balance as of September 30, 2016
|
$
|
(1,141
|
)
|
|
$
|
(8,206
|
)
|
|
$
|
(9,347
|
)
|
|
Unrealized losses
on cash flow
hedges
|
|
Items not yet
recognized as a
component of net
periodic benefit
cost (pension and
other
postretirement
plans)
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Balance as of December 31, 2016
|
$
|
(1,019
|
)
|
|
$
|
(7,141
|
)
|
|
$
|
(8,160
|
)
|
Current period change, excluding amounts reclassified from
|
|
|
|
|
|
|
|
|
|||
accumulated other comprehensive loss
|
(348
|
)
|
|
523
|
|
|
175
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
964
|
|
|
—
|
|
|
964
|
|
|||
Total change in accumulated other comprehensive loss
|
616
|
|
|
523
|
|
|
1,139
|
|
|||
Balance as of September 30, 2017
|
$
|
(403
|
)
|
|
$
|
(6,618
|
)
|
|
$
|
(7,021
|
)
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2015
|
$
|
(54,620
|
)
|
|
$
|
(18,841
|
)
|
|
$
|
(73,461
|
)
|
Current period change, excluding amounts reclassified from
|
|
|
|
|
|
|
|
|
|||
accumulated other comprehensive loss
|
(11,322
|
)
|
|
—
|
|
|
(11,322
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
4,438
|
|
|
—
|
|
|
4,438
|
|
|||
Capital effects of INSW spin - discontinued operations
|
60,363
|
|
|
10,635
|
|
|
70,998
|
|
|||
Total change in accumulated other comprehensive loss
|
53,479
|
|
|
10,635
|
|
|
64,114
|
|
|||
Balance as of September 30, 2016
|
$
|
(1,141
|
)
|
|
$
|
(8,206
|
)
|
|
$
|
(9,347
|
)
|
At September 30, 2017
|
|
Amount
|
|
Operating Days
|
||
2017
|
|
$
|
23,067
|
|
|
920
|
2018
|
|
91,457
|
|
|
3,650
|
|
2019
|
|
111,819
|
|
|
3,470
|
|
2020
|
|
9,168
|
|
|
366
|
|
2021
|
|
9,143
|
|
|
365
|
|
Thereafter
|
|
31,989
|
|
|
1,277
|
|
Net minimum lease payments
|
|
$
|
276,643
|
|
|
10,048
|
At September 30, 2017
|
|
Amount
|
|
Revenue
Days
|
||
2017
|
|
$
|
57,238
|
|
|
957
|
2018
|
|
150,529
|
|
|
2,147
|
|
2019
|
|
78,488
|
|
|
938
|
|
2020
|
|
43,658
|
|
|
531
|
|
2021
|
|
26,624
|
|
|
324
|
|
Thereafter
|
|
108,050
|
|
|
1,250
|
|
Net minimum lease receipts
|
|
$
|
464,587
|
|
|
6,147
|
▪
|
the reduced diversification and heightened exposure to the Jones Act market of OSG’s business following the spin-off from OSG on November 30, 2016 of International Seaways, Inc. (INSW), which owned or leased OSG’s fleet of International Flag vessels, which may make OSG more susceptible to market fluctuations than before such spin-off;
|
▪
|
the effects of security breaches and computer viruses that may affect our computer systems;
|
▪
|
the impact of an interruption in or failure of the Company’s information technology and communication systems upon the Company’s ability to operate;
|
▪
|
the highly cyclical nature of OSG’s industry;
|
▪
|
fluctuations in the market value of vessels;
|
▪
|
declines in charter rates, including spot charter rates or other market deterioration;
|
▪
|
an increase in the supply of vessels without a commensurate increase in demand;
|
▪
|
the impact of adverse weather and natural and man-made disasters;
|
▪
|
the adequacy of OSG’s insurance to cover its losses, including maritime accidents or spill events;
|
▪
|
constraints on capital availability;
|
▪
|
changing economic, political and governmental conditions in the United States and/or abroad and general conditions in the oil and natural gas industry;
|
▪
|
public health threats;
|
▪
|
changes in fuel prices;
|
▪
|
acts of piracy on ocean-going vessels;
|
▪
|
terrorist attacks and international hostilities and instability;
|
▪
|
the effect of the Company’s indebtedness on its ability to finance operations, pursue desirable business opportunities and successfully run its business in the future;
|
▪
|
the Company’s ability to generate sufficient cash to service its indebtedness and to comply with debt covenants;
|
▪
|
the Company’s ability to make additional capital expenditures to expand the number of vessels in its fleet and to maintain all its vessels;
|
▪
|
the Company’ ability to renew its time charters when they expire or to enter into new time charters;
|
▪
|
competition within the Company’s industry and OSG’s ability to compete effectively for charters;
|
▪
|
concentration of customers and the loss of one or more large customers;
|
▪
|
the Company’s ability to realize benefits from its past acquisitions or other strategic transactions it may make in the future;
|
▪
|
changes in demand in specialized markets in which the Company currently trades;
|
▪
|
increasing operating costs and capital expenses as the Company’s vessels age, including increases due to limited shipbuilder warranties of the consolidation of suppliers;
|
▪
|
the effects of lifting of the U.S. crude oil export ban;
|
▪
|
refusal of certain customers to use vessels of a certain age;
|
▪
|
changes in credit risk with respect to the Company’s vessels and charter income derived therefrom;
|
▪
|
the failure of contract counterparties to meet their obligations;
|
▪
|
the Company’s ability to attract, retain and motivate key employees;
|
▪
|
work stoppages or other labor disruptions by the unionized employees of OSG or other companies in related industries;
|
▪
|
unexpected drydock costs;
|
▪
|
the potential for technological innovation to reduce the value of the Company’s vessels and charter income derived therefrom;
|
▪
|
the Company’s compliance with 46 U.S.C. sections 50501 and 55101 (commonly known as the “Jones Act”) limitations on U.S. coastwise trade, the waiver, modification or repeal of the Jones Act limitations or changes in international trade agreements;
|
▪
|
government requisition of the Company’s vessels during a period of war or emergency;
|
▪
|
the Company’s compliance with complex laws, regulations and in particular, environmental laws and regulations, including those relating to the emission of greenhouse gases and ballast water treatment;
|
▪
|
any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or other applicable regulations relating to bribery or corruption;
|
▪
|
the impact of litigation, government inquiries and investigations;
|
▪
|
the failure by INSW to satisfy the terms of agreements related to the spin-off;
|
▪
|
governmental claims against the Company;
|
▪
|
the arrest of OSG’s vessels by maritime claimants;
|
▪
|
the potential for audit or material adjustment by the IRS of certain tax benefits recognized by the Company;
|
▪
|
the Company’s ability to use its net operating loss carryforwards;
|
▪
|
the impact of a delay or disruption in implementing new technological and management systems;
|
▪
|
the impact of any potential liabilities resulting from the withdrawal from participation in multiemployer pension plans;
|
▪
|
negative publicity and the impact on our reputation; and
|
▪
|
the impact of potential changes in U.S. laws, including tax and trade.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Time charter equivalent revenues
|
|
$
|
84,882
|
|
|
$
|
109,649
|
|
|
$
|
278,282
|
|
|
$
|
336,603
|
|
Add: Voyage expenses
|
|
8,388
|
|
|
4,531
|
|
|
19,329
|
|
|
11,041
|
|
||||
Shipping revenues
|
|
$
|
93,270
|
|
|
$
|
114,180
|
|
|
$
|
297,611
|
|
|
$
|
347,644
|
|
|
|
2017
|
|
2016
|
||||||||||||
Three Months Ended September 30,
|
|
Spot Earnings
|
|
Fixed Earnings
|
|
Spot Earnings
|
|
Fixed Earnings
|
||||||||
Jones Act Handysize Product Carriers:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average rate
|
|
$
|
24,466
|
|
|
$
|
64,553
|
|
|
$
|
28,416
|
|
|
$
|
65,175
|
|
Revenue days
|
|
367
|
|
|
732
|
|
|
92
|
|
|
995
|
|
||||
Non-Jones Act Handysize Product Carriers:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average rate
|
|
$
|
35,054
|
|
|
$
|
—
|
|
|
$
|
37,214
|
|
|
$
|
—
|
|
Revenue days
|
|
179
|
|
|
—
|
|
|
181
|
|
|
—
|
|
||||
ATBs:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average rate
|
|
$
|
8,360
|
|
|
$
|
25,331
|
|
|
$
|
—
|
|
|
$
|
33,876
|
|
Revenue days
|
|
280
|
|
|
355
|
|
|
—
|
|
|
729
|
|
||||
Lightering:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average rate
|
|
$
|
59,857
|
|
|
$
|
—
|
|
|
$
|
58,387
|
|
|
$
|
—
|
|
Revenue days
|
|
184
|
|
|
—
|
|
|
184
|
|
|
—
|
|
|
|
2017
|
|
2016
|
||||||||||||
Nine Months Ended September 30,
|
|
Spot Earnings
|
|
Fixed Earnings
|
|
Spot Earnings
|
|
Fixed Earnings
|
||||||||
Jones Act Handysize Product Carriers:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average rate
|
|
$
|
25,224
|
|
|
$
|
63,737
|
|
|
$
|
27,952
|
|
|
$
|
64,825
|
|
Revenue days
|
|
612
|
|
|
2,621
|
|
|
116
|
|
|
3,131
|
|
||||
Non-Jones Act Handysize Product Carriers:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average rate
|
|
$
|
32,543
|
|
|
$
|
14,031
|
|
|
$
|
33,798
|
|
|
$
|
18,452
|
|
Revenue days
|
|
382
|
|
|
159
|
|
|
397
|
|
|
148
|
|
||||
ATBs:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average rate
|
|
$
|
10,378
|
|
|
$
|
27,159
|
|
|
$
|
—
|
|
|
$
|
36,240
|
|
Revenue days
|
|
662
|
|
|
1,367
|
|
|
—
|
|
|
2,149
|
|
||||
Lightering:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average rate
|
|
$
|
67,998
|
|
|
$
|
—
|
|
|
$
|
65,965
|
|
|
$
|
—
|
|
Revenue days
|
|
546
|
|
|
—
|
|
|
548
|
|
|
—
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Niche Market Activities
|
$
|
26,724
|
|
|
$
|
25,372
|
|
|
$
|
79,500
|
|
|
$
|
76,678
|
|
Jones Act Handysize Tankers
|
(2,962
|
)
|
|
7,419
|
|
|
7,162
|
|
|
29,603
|
|
||||
ATBs
|
4,927
|
|
|
16,840
|
|
|
21,860
|
|
|
54,032
|
|
||||
Vessel Operating Contribution
|
$
|
28,689
|
|
|
$
|
49,631
|
|
|
$
|
108,522
|
|
|
$
|
160,313
|
|
|
OVERSEAS SHIPHOLDING GROUP, INC.
|
|
(Registrant)
|
|
|
Date: November 9, 2017
|
/s/ Samuel H. Norton
|
|
Samuel H. Norton
|
|
Chief Executive Officer
|
|
|
Date: November 9, 2017
|
/s/ Richard Trueblood
|
|
Richard Trueblood
|
|
Chief Financial Officer
|
|
(Mr. Trueblood is the Principal Financial Officer and has been duly authorized to sign on behalf of the Registrant)
|
|
|
10.1
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32
|
|
|
|
EX-101.INS
|
XBRL Instance Document
|
|
|
EX-101.SCH
|
XBRL Taxonomy Extension Schema
|
|
|
EX-101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
EX-101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
EX-101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
EX-101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
1 Year Overseas Shipholding Chart |
1 Month Overseas Shipholding Chart |
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