Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | OVERSEAS SHIPHOLDING GROUP INC | |
Entity Central Index Key | 75,208 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 74,303,209 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 198,082 | $ 191,089 |
Restricted cash | 6,029 | 7,272 |
Voyage receivables, including unbilled of $4,444 and $12,593 | 24,147 | 23,456 |
Income tax receivable | 313 | 877 |
Receivable from INSW | 595 | 683 |
Other receivables | 17,140 | 2,696 |
Inventories, prepaid expenses and other current assets | 11,306 | 12,243 |
Total Current Assets | 257,612 | 238,316 |
Restricted cash - non current | 272 | 8,572 |
Vessels and other property, less accumulated depreciation of $223,356 and $213,173 | 674,290 | 684,468 |
Deferred drydock expenditures, net | 26,678 | 31,172 |
Total Vessels, Deferred Drydock and Other Property | 700,968 | 715,640 |
Investments in and advances to affiliated companies | 38 | 3,694 |
Intangible assets, less accumulated amortization of $47,533 and $46,383 | 44,467 | 45,617 |
Other assets | 21,666 | 18,658 |
Total Assets | 1,025,023 | 1,030,497 |
Current Liabilities: | ||
Accounts payable, accrued expenses and other current liabilities | 54,008 | 57,222 |
Income taxes payable | 2,085 | 306 |
Current installments of long-term debt | 95,177 | |
Total Current Liabilities | 151,270 | 57,528 |
Reserve for uncertain tax positions | 3,152 | 3,129 |
Long-term debt, noncurrent | 416,856 | 525,082 |
Deferred income taxes | 142,719 | 141,457 |
Other liabilities | 51,636 | 48,969 |
Total Liabilities | 765,633 | 776,165 |
Equity: | ||
Common stock | 738 | 702 |
Paid-in additional capital | 582,971 | 583,526 |
Accumulated deficit | (316,307) | (321,736) |
Stockholders Equity Subtotal | 267,402 | 262,492 |
Accumulated other comprehensive loss | (8,012) | (8,160) |
Total Equity | 259,390 | 254,332 |
Total Liabilities and Equity | $ 1,025,023 | $ 1,030,497 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Unbilled contracts receivable (in dollars) | $ 4,444 | $ 12,593 |
Vessels and other property, accumulated depreciation | 223,356 | 213,173 |
Intangible Assets, accumulated amortization | $ 47,533 | $ 46,383 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Shipping Revenues: | |||
Time and bareboat charter revenues | $ 79,767 | $ 98,690 | |
Voyage charter revenues | 28,349 | 16,390 | |
Shipping revenues | 108,116 | 115,080 | |
Operating Expenses: | |||
Voyage expenses | 5,792 | 2,867 | |
Vessel expenses | 35,609 | 35,904 | |
Charter hire expenses | 22,577 | 22,842 | |
Depreciation and amortization | 16,625 | 23,124 | |
General and administrative | 8,255 | 12,957 | |
Total Operating Expenses | 88,858 | 97,694 | |
Operating income | 19,258 | 17,386 | |
Other (expense)/income | (668) | 1,158 | |
Income before interest expense, reorganization items and income taxes | 18,590 | 18,544 | |
Interest expense | (9,357) | (11,917) | |
Income before reorganization items and income taxes | 9,233 | 6,627 | |
Reorganization items, net | (235) | 17,910 | |
Income from continuing operations before income taxes | 8,998 | 24,537 | |
Income tax provision from continuing operations | (3,569) | (33,235) | |
Income/(loss) from continuing operations | 5,429 | (8,698) | |
Income from discontinued operations | 59,437 | ||
Net income | 5,429 | 50,739 | |
Common Class A [Member] | |||
Operating Expenses: | |||
Income/(loss) from continuing operations | $ 5,424 | (8,570) | |
Income from discontinued operations | $ 58,561 | ||
Weighted Average Number of Common Shares Outstanding: | |||
Weighted average common shares outstanding, basic | 87,908,032 | 94,737,606 | |
Weighted average common shares outstanding, diluted | 88,179,855 | 94,741,560 | |
Per Share Amounts: | |||
Basic and Diluted net (loss)/income Continuing operations | $ 0.06 | $ (0.09) | |
Basic and Diluted net income per share, Discontinued operations | 0.62 | ||
Basic and Diluted net income | $ 0.06 | 0.53 | |
Cash dividends declared | $ 0.48 | ||
Common Class B [Member] | |||
Operating Expenses: | |||
Income/(loss) from continuing operations | [1] | $ (124) | |
Income from discontinued operations | [1] | $ 849 | |
Weighted Average Number of Common Shares Outstanding: | |||
Weighted average common shares outstanding, basic | 1,319,970 | ||
Weighted average common shares outstanding, diluted | 1,319,970 | ||
Basic and Diluted (in shares) | 1,319,970 | ||
Per Share Amounts: | |||
Basic and Diluted net (loss)/income Continuing operations | $ (0.09) | ||
Basic and Diluted net income per share, Discontinued operations | 0.64 | ||
Basic and Diluted net income | 0.55 | ||
Cash dividends declared | $ 0.48 | ||
[1] | The 2016 income/(loss) allocated to Class B common stockholders includes amounts equivalent to the special cash dividends declared on the Class B common stock shares. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract] | ||
Net Income | $ 5,429 | $ 50,739 |
Other Comprehensive Income/(Loss), net of tax: | ||
Net change in unrealized gains/(losses) on cash flow hedges | 148 | (6,965) |
Defined benefit pension and other postretirement benefit plans: | ||
Net change in unrecognized prior service costs | (4) | |
Net change in unrecognized actuarial losses | 359 | |
Other Comprehensive Income/(Loss), net of tax | 148 | (6,610) |
Comprehensive Income | $ 5,577 | $ 44,129 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities: | ||
Net Income | $ 5,429 | $ 50,739 |
Income from discontinued operations | 59,437 | |
Net income/(loss) from continuing operations | 5,429 | (8,698) |
Items included in net income from continuing operations not affecting cash flows: | ||
Depreciation and amortization | 16,625 | 23,124 |
Amortization of debt discount and other deferred financing costs | 1,334 | 1,686 |
Compensation relating to restricted stock/stock unit and stock option grants | 541 | 780 |
Deferred income tax benefit | 1,178 | 31,246 |
Reorganization items, non-cash | 214 | 136 |
Discount on repurchase of debt | (3,415) | |
Other - net | 616 | 487 |
Items included in net (loss)/income related to investing and financing activities: | ||
Distributions from INSW | 72,000 | |
Dividends received | 3,657 | 3,789 |
Payments for drydocking | (730) | (3,527) |
SEC, Bankruptcy and IRS claim payments | (5,000) | (7,136) |
Changes in operating assets and liabilities | (10,853) | 4,588 |
Net cash provided by operating activities | 13,011 | 115,060 |
Cash Flows from Investing Activities: | ||
Change in restricted cash | 9,542 | 4,996 |
Expenditures for vessels and vessel improvements | (58) | |
Expenditures for other property | (147) | |
Net cash provided by investing activities | 9,542 | 4,791 |
Cash Flows from Financing Activities: | ||
Cash dividends paid | (30,574) | |
Payments on debt | (14,500) | (52,667) |
Extinguishment of debt | (23,879) | |
Repurchases of common stock and common stock warrants | (44,126) | |
Treasury stock minimum tax withholding related to vesting of restricted stock | (1,060) | |
Net cash used in financing activities | (15,560) | (151,246) |
Net increase/(decrease) in cash and cash equivalents from continuing operations | 6,993 | (31,395) |
Cash and cash equivalents at beginning of period | 191,089 | 193,978 |
Cash and cash equivalents at end of period | $ 198,082 | 162,583 |
Cash flows from discontinued operations: | ||
Cash flows provided by operating activities | 70,358 | |
Cash flows used in investing activities | (1,058) | |
Cash flows used in financing activities | (138,738) | |
Net decrease in cash and cash equivalents from discontinued operations | $ (69,438) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Common Stock [Member] | [1] | Paid-in Additional Capital [Member]Common Class A [Member] | [2] | Paid-in Additional Capital [Member] | [2] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | [3] | Common Class A [Member] | Total |
Balance at Dec. 31, 2016 | $ 702 | $ 583,526 | $ (321,736) | $ (8,160) | $ 254,332 | ||||||
Net Income | 5,429 | 5,429 | |||||||||
Other comprehensive income | 148 | 148 | |||||||||
Forfeitures, cancellations, issuance and vesting of restricted stock awards, net | 5 | (1,065) | (1,060) | ||||||||
Compensation related to Class A options granted and restricted stock awards | $ 541 | $ 541 | |||||||||
Conversion of Warrants to Common Stock | 31 | (31) | |||||||||
Balance at Mar. 31, 2017 | $ 738 | $ 582,971 | $ (316,307) | $ (8,012) | $ 259,390 | ||||||
[1] | Par value $0.01 per share; 166,666,666 Class A shares authorized; 73,766,047 Class A shares outstanding as of March 31, 2017. | ||||||||||
[2] | Includes 73,644,841 outstanding Class A warrants as of March 31, 2017. | ||||||||||
[3] | Amounts are net of tax |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) | Mar. 31, 2017$ / sharesshares |
Common Class A [Member] | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 |
Common stock, shares authorized | 166,666,666 |
Common stock, shares, outstanding | 73,766,047 |
Class A Warrant [Member] | |
Class of warrant or right, outstanding | 73,644,841 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | Note 1 — Basis of Presentation: The accompanying unaudited condensed consolidated financial statements include the accounts of Overseas Shipholding Group, Inc., a Delaware corporation (the “Parent Company”), and its wholly owned subsidiaries (collectively, the “Company” or “OSG”, “we”, “us” or “our”). The Company owns and operates a fleet of oceangoing vessels engaged primarily in the transportation of crude oil and refined petroleum products in the U.S. Flag trades. The Company manages the operations of its fleet through its wholly owned subsidiary, OSG Bulk Ships, Inc. (“OBS”), a New York corporation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles in the United States. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of the results have been included. Operating results for the three months ended March 31, 2017, are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The condensed consolidated balance sheet as of December 31, 2016 has been derived from the audited financial statements at that date but does not include all of the information and notes required by generally accepted accounting principles in the United States for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (“Form 10-K”). On November 30, 2016 (the “Distribution Date”), OSG completed the separation of its business into two independent publicly-traded companies through the spin-off of its then wholly-owned subsidiary International Seaways, Inc. (“INSW”). The spin-off separated OSG and INSW into two distinct businesses with separate managements. OSG retained the U.S. Flag business and INSW holds entities and other assets and liabilities that formed OSG’s former International Flag business. The spin-off transaction was in the form of a pro rata distribution of INSW’s common stock to our stockholders and warrant holders of record as of 5:00 p.m., New York time on November 18, 2016 (the “Record Date”). On the Distribution Date, each holder of OSG common stock received 0.3333 shares of INSW’s common stock for every share of OSG common stock held on the Record Date. Each holder of OSG warrants received 0.3333 shares of INSW’s common stock for every one share of OSG common stock they would have received if they exercised their warrants immediately prior to the Distribution (or 0.063327 INSW shares per warrant). The spin-off was completed pursuant to a Separation and Distribution Agreement and several other agreements with INSW related to the spin-off, including a Transition Services Agreement and an Employee Matters Agreement. These agreements govern the relationship between us and INSW following the spin-off and provide for the allocation of various assets, liabilities, rights and obligations. These agreements also include arrangements for transition services to be provided by OSG to INSW and by INSW to OSG. The Company’s Board of Directors (the “Board”) approved a stock dividend of Class A common stock, whereby on December 17, 2015 , all shareholders of record of the Company’s Class A and B common stock as of December 3, 2015 , received a dividend of one -tenth of one share of Class A common stock for each share of Class A common stock and Class B common stock held by them as of the record date. In addition, as discussed further in Note 11, effective May 27, 2016, all Class B common shares and Class B warrants automatically converted into one Class A common share and one Class A warrant, respectively , and on June 2, 2016 the Board approved an amendment (the “Reverse Split Amendment”) to the Company’s Amended and Restated Certificate of Incorporation. The Reverse Split Amendment effected a one (1) for six (6) reverse stock split and corresponding reduction of the number of authorized shares of common stock, par value $0.01 per share (the “Reverse Split”). The Reverse Split Amendment became effective on June 13, 2016 . In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 260, Earnings Per Share , the Company adjusted the computations of basic and diluted earnings per share retroactively for all periods presented to reflect that change in its capital structure. Accordingly, amounts previously reported for the three months ended March 31, 2016, with respect to income per share, outstanding Class A shares, Class A warrants, Class B shares, Class B warrants, Class A restricted stock units, restricted shares and stock options have been restated in the context of earnings per share calculations. |
Chapter 11 Filing and Emergence
Chapter 11 Filing and Emergence from Bankruptcy | 3 Months Ended |
Mar. 31, 2017 | |
CHAPTER 11 FILING & EMERGENCE FROM BANKRUPTCY [Abstract] | |
Chapter 11 Filing and Emergence from Bankruptcy | Note 2 — Chapter 11 Filing and Emergence from Bankruptcy: On November 14, 2012 (the “Petition Date”), the Parent Company and 180 of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the U.S. Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On August 5, 2014 , the Equity Plan became effective and OSG emerged from bankruptcy. On February 10, 2017, pursuant to a final decree and order of the Bankruptcy Court, OSG’s one remaining case, as the Parent Company, was closed. Reorganization Items, net Reorganization items net, represent amounts incurred subsequent to the Petition Date as a direct result of the filing of our Chapter 11 cases and are comprised of the following: Three Months Ended March 31, 2017 2016 Trustee fees $ 5 $ 30 Professional fees 230 283 Litigation settlement, net - (20,359) Litigation settlement due to class action plaintiffs - 2,136 $ 235 $ (17,910) On February 12, 2016, the Company entered into an agreement with Proskauer and four of its partners to settle the malpractice suit filed by the Company in March 2014. Settlement proceeds totaling $20,359 net of all related out-of-pocket expenses, including legal fees, incurred by the Company during the three months ended March 31, 2016 are included in litigation settlement, net in the table above. As discussed below in Note 15, “Contingencies,” pursuant to the terms of the Company’s settlement of claims associated with the SEC investigations, the Company settled such claims which included the payment of $5,000 to the SEC during the first quarter of 2017. In addition, pursuant to the terms of the Company’s settlement with members of the putative class of securities claimants, the Company recognized an income statement charge for 15% , or $2,136 , of the Net Litigation Recovery amount of $14,242 (as defined below) during the three months ended March 31, 2016. The “Net Litigation Recovery” is the gross amount of the settlement less all related out-of-pocket expenses, including legal fees, incurred by the Company since the inception of the action against the Proskauer Plaintiffs (as defined in Note 15) through the date of settlement. Further, as required by the Equity Plan, the Company’s Certificate of Incorporation and the Class B Warrant Agreement, the Company distributed 10% , or $1,423 , of the Net Litigation Recovery amount to the Class B shareholders and warrant holders in May 2016. Approximately $86 of the aforementioned $1,423, which represents the proportional share of the Net Litigation Recovery payable to the Company’s Class B warrant holders, was recognized as a charge to reorganization items, net in the second quarter of 2016. The balance of $1,337 was distributed in the form of a special dividend to the Company’s Class B shareholders and was recorded as a reduction of retained earnings as of March 31, 2016 . Cash paid for reorganization items, excluding the SEC and Proskauer related settlement amounts noted above, was $25 and $526 for the three months ended March 31, 2017 and 2016, respectively. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 — Significant Accounting Policies: Cash and cash equivalents — Interest-bearing deposits that are highly liquid investments and have a maturity of three months or less when purchased are included in cash and cash equivalents. Management has designated cash reserves of $554 and $5,576 as of March 31, 2017 and December 31, 2016, respectively, to be utilized for the settlement of certain unsecured claims related to the Company’s emergence from bankruptcy. Additionally, restricted cash as of March 31, 2017 and December 31, 2016 included $5,747 and $10,268 , respectively, of legally restricted cash. Pursuant to the terms of the OBS Facility, in the event of a spinoff of INSW, the Company was required to set aside, in an escrow account, cash in an aggregate amount of not less than the sum of all accrued and unpaid interest on the outstanding Unsecured Senior Notes (as defined in Note 8, “Debt”) through the date of the consummation of the INSW Spinoff and all interest expense that will accrue under the respective outstanding Unsecured Senior Notes from the date of the consummation of the INSW Spinoff through the maturity of the respective Unsecured Senior Notes. Activity relating to restricted cash is reflected in investing activities in the consolidated statements of cash flow. Deferred finance charges — Finance charges incurred in the arrangement and amendment of debt are deferred and amortized to interest expense on either an effective interest method or straight-line basis over the life of the related debt. Unamortized deferred finance charges of $705 and $800 relating to the OBS ABL Facility (as defined in Note 8, “Debt”) are included in other assets in the condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016, respectively. Unamortized deferred financing charges of $9,502 and $10,421 relating to the OBS Term Loan (as defined in Note 8, “Debt”) and $942 and $1 ,414 relating to the Unsecured Senior Notes are included in long-term debt (reflecting the adoption of ASU No. 2015-03 discussed below) in the condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016, respectively. Interest expense relating to the amortization of deferred financing charges amounted to $1,334 and $1,686 for the three months ended March 31, 2017 and 2016, respectively. Concentration of Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk are voyage receivables due from charterers. During the three months ended March 31, 2017, the Company had two individual customers who accounted for 17% and 13% , respectively, of its revenues. Vessel Lives —The carrying value of each of the Company’s vessels represents its original cost at the time it was delivered or purchased less depreciation calculated using estimated useful lives from the date such vessel was originally delivered from the shipyard or from the date (as in the case of certain of the Company’s ATBs) a vessel was rebuilt. A vessel’s carrying value is reduced to its new cost basis (i.e., its current fair value) if a vessel impairment charge is recorded. If the estimated economic lives assigned to the Company’s vessels prove to be too long because of new regulations, the continuation of weak markets, the broad imposition of age restrictions by the Company’s customers, or other future events, it could result in higher depreciation expense and impairment losses in future periods related to a reduction in the useful lives of any affected vessels. Impairment of long-lived asset s —The carrying amounts of long-lived assets held and used by the Company are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular asset may not be fully recoverable. In such instances, an impairment charge would be recognized if the estimate of the undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than the asset’s carrying amount. This assessment is made at the individual vessel level since separately identifiable cash flow information for each vessel is available. The impairment charge, if any, would be measured as the amount by which the carrying amount of a vessel exceeded its fair value. A long-lived asset impairment charge results in a new cost basis being established for the relevant long-lived asset. Intangible assets —Intangible assets with estimable useful lives are amortized over their estimated useful lives and are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible may be impaired. Income Taxes —The Company’s quarterly income tax (provision)/benefit and its corresponding annual effective tax rate are based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. For interim financial reporting, the Company estimates the annual effective tax rate based on projected taxable income for the full year and records a quarterly tax provision or benefit in accordance with the expected annual effective tax rate. As the year progresses, the Company refines the estimates of the year’s taxable income as new information becomes available, including year-to-date financial results. This continual estimation process often results in a change to our expected annual effective tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date income tax provision reflects the expected annual effective tax rate. Significant judgment is required in determining the Company’s annual effective tax rate and in evaluating the Company’s tax positions. Segment information — Operating segments are defined as components of an enterprise that engage in business activities. The Company has determined that it operates its business as a single segment as its chief operating decision maker and its management team make decisions about resource allocations and review and measure the Company’s results as one line of business with similar regulatory requirements, customers and commodities transported. Recently Adopted Accounting Standards In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASC 205) , which explicitly requires management to assess an entity’s ability to continue as a going concern and disclose going concern uncertainties in connection with each annual and interim period. The new standard requires management to assess if there is substantial doubt about an entity’s ability to continue to meet its obligations within one year after the reporting date based upon management’s consideration of relevant conditions that are known (and reasonably knowable) at the issuance date. The new standard defines substantial doubt and provides example indicators. Disclosures will be required if conditions give rise to substantial doubt. However, management will need to assess if its plans will alleviate substantial doubt to determine the specific disclosures. The new standard will be effective for all entities in the first annual period ending after December 15, 2016. The Company has adopted this standard effective January 1, 2017. Management does not expect the adoption of this accounting standard to have any impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (ASC 718) , which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification in the statement of cash flows. The standard is effective for annual periods beginning after December 31, 2016 and interim periods within that reporting period. The Company has adopted this standard effective January 1, 2017 and has applied the accounting prospectively. Prior periods have not been adjusted. As a result of the adoption of this accounting standard, effective January 1, 2017, the Company elected to account for forfeitures of share-based payments as they occur. The adoption of this accounting policy had no impact on the Company’s consolidated financial statements since management’s estimate of the forfeiture rate on share-based payment awards granted prior to January 1, 2017 was zero. The impact of the adoption of this accounting standard resulted in the recording of $905 of tax expense for the three month period ended March 31, 2017. Recently Issued Accounting Standards In March 2017, the FASB issued ASU 2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , that will change how employers that sponsor defined benefit pension and/or other postretirement benefit plans present the net periodic benefit cost in the income statement. Under ASU 2017-07, employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. Only the service cost component will be eligib le for capitalization in assets. Additionally, employers will present the other components of the net periodic benefit cost separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. These components will not be eligible for capitalization in assets. The guidance is effective for interim and an nual periods beginning after December 15, 2017 and early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. The guidance provides a practical expedient for disaggregating the service cost component and other components for comparative periods. The Company will adopt this standard during the first interim period beginning after December 31, 2017 and does not expect it to have a material impact on its financial statements. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments ( ASC 230 ), which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of the ASU is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic with respect to (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon debt; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle. The standard will be effective for interim and annual periods beginning after December 31, 2017 and early adoption is permitted. The guidance requires application using a retrospective transition method. Management is currently reviewing the impact of the adoption of this accounting standard on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842) , which requires lessees to recognize most leases on the balance sheet. This is expected to increase both reported assets and liabilities. For public companies, the standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2018, although early adoption is permitted. Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. Management is analyzing the impact of the adoption of this guidance on the Company’s consolidated financial statements, including assessing changes that might be necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting. Management expects that the Company will recognize substantial increases in reported amounts for property, plant and equipment and related lease liabilities upon adoption of the new standard. As of March 31, 2017, the contractual obligations for the Company’s leased vessels was approximately $322,000 . In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASC 606 ) to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. Subsequent to the May 2014 issuance, several clarifications and updates have been issued on this topic. The revenue standard contains principles that an entity will apply to determine the measurement and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. For public companies, the revenue standard is effective for the first interim period within annual reporting periods beginning after December 15, 2017. Reporting entities may choose to adopt the standard as of the original effective date. The requirements of this standard include an increase in required disclosures. Management will apply the modified retrospective transition method and is currently analyzing the impact of the adoption of this guidance on the Company’s consolidated financial statements, including assessing changes that might be necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting. |
Earnings per Common Share
Earnings per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings per Common Share [Abstract] | |
Earnings per Common Share | Note 4 — Earnings per Common Share: Basic earnings per common share is computed by dividing earnings, after the deduction of dividends and undistributed earnings allocated to participating securities, by the weighted average number of common shares outstanding during the period. As management deemed the exercise price for the Class A and B warrants of $0.01 per share to be nominal, warrant proceeds are ignored and the shares issuable upon Class A and B warrant exercise are included in the calculation of Class A and B basic weighted average common shares outstanding for all periods. The computation of diluted earnings per share assumes the issuance of common stock for all potentially dilutive stock options and restricted stock units. Participating securities are defined by ASC 260, Earnings Per Share , as unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents and are included in the computation of earnings per share pursuant to the two-class method. On June 2, 2016, the Board approved the Reverse Split Amendment to the Company’s Amended and Restated Certificate of Incorporation. The Reverse Split Amendment effected the Reverse Split. The Reverse Split Amendment became effective on June 13, 2016. In accordance with ASC 260, Earnings Per Share , the Company adjusted the computations of basic and diluted earnings per share retroactively for all periods presented to reflect that change in its capital structure. Accordingly, amounts previously reported for the quarter ended March 31, 2016 with respect to income/(loss) per share, outstanding Class A common shares, Class A restricted stock units, Class A restricted shares and Class A stock options, Class B shares and Class B warrants have been restated, where appropriate. Class A There were 74,201 and 42,457 weighted average shares of unvested Class A restricted common stock shares considered to be participating securities as of March 31, 2017 and 2016, respectively. Such participating securities were allocated a portion of income under the two-class method for the three months ended March 31, 2017 and 2016. The computation of diluted earnings per share assumes the issuance of common stock for all potentially dilutive stock options and restricted stock units not classified as participating securities. As of March 31, 2017, there were 531,488 shares of Class A restricted stock units and 524,429 Class A stock options outstanding and considered to be potentially dilutive securities. As of March 31, 2016 there were 493,043 shares of Class A restricted stock units and 587,607 Class A stock options outstanding and considered to be potentially dilutive securities. Class B There are no participating securities or potentially dilutive secu rities relating to the Class B common s tock. The Class B shares were all converted to Class A shares in May 2016. The components of the calculation of basic earnings per share and diluted earnings per share are as follows: Three Months Ended March 31, 2017 2016 Income/(loss) from continuing operations $ 5,429 $ (8,698) Income/(loss) from discontinued operations - 59,437 Net income $ 5,429 - $ 50,739 Weighted average common shares outstanding: Class A common stock - basic 87,908,032 94,737,606 Class A common stock - diluted 88,179,855 94,741,560 Class B common stock - basic and diluted - 1,319,970 Reconciliation of numerator of the basic and diluted earnings per share computations are as follows: Three Months Ended March 31, 2017 2016 Income/(loss) from continuing operations allocated to: Class A Common Stockholders $ 5,424 $ (8,570) Class B Common Stockholders (2) - (124) Participating securities (1) 5 (4) $ 5,429 $ (8,698) Income/(loss) from discontinued operations allocated to: Class A Common Stockholders $ - $ 58,561 Class B Common Stockholders (2) - 849 Participating securities (1) - 27 $ - $ 59,437 (1) Aggregate of 2017 income/(loss) from continuing operations allocated to participating securities relates to unvested restricted stock and aggregate of 2016 income/(loss) from discontinued operations allocated to participating securities relates to amounts equivalent to the cash dividends declared. (2) The 2016 income/ ( loss ) allocated to Class B c ommon stockholders includes amounts equivalent to the special cash dividends declared on the Class B common stock shares. For quarterly earnings per share calculations, there were 271,823 and 3,954 dilutive equity awards outstanding as of March 31, 2017 and 2016, respectively. Awards of 706,379 and 498,003 ( which includes restricted stock units and stock options) for the three months ended March 31, 2017 and 2016, respectively, were not included in the computation of diluted earnings per share because inclusion of these awards would be anti-dilutive. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2017 | |
DISCONTINUED OPERATIONS [Abstract] | |
Discontinued Operations | Note 5 — Discontinued Operations : As discussed in Note 1, on November 30, 2016 the Company completed the separation of its business into two independent publicly-traded companies through the spin-off of INSW. In connection with the spin-off, OSG and INSW entered into a number of agreements that provide a framework for governing the relationships between the parties going forward. Separation and Distribution Agreement OSG entered into a separation and distribution agreement (the “Separation and Distribution Agreement”) with INSW, which among other things, sets forth other agreements that govern the aspects of the relationship as follows. Transfer of Assets and Assumption of Liabilities. The Separation and Distribution Agreement identified certain transfers of assets and assumptions of liabilities that were necessary in advance of the spin-off of INSW from OSG so that OSG and INSW retained the assets of, and the liabilities associated with, their respective businesses. The Separation and Distribution Agreement also provided for the settlement or extinguishment of certain liabilities and other obligations between OSG and INSW. Legal Matters and Claims; Sharing of Certain Liabilities. Subject to any specified exceptions, each party to the Separation and Distribution Agreement has assumed the liability for, and control of, all pending and threatened legal matters related to its own business, as well as assumed or retained liabilities, and has indemnified the other party for any liability arising out of or resulting from such assumed legal matters. Other Matters. In addition to those matters discussed above, the Separation and Distribution Agreement, among other things, (i) governs the transfer of assets and liabilities generally, (ii) terminates all intercompany arrangements between OSG and INSW except for specified agreements and arrangements that follow the Distribution, (iii) contains further assurances, terms and conditions that require OSG and INSW to use commercially reasonable efforts to consummate the transactions contemplated by the Separation and Distribution Agreement and the ancillary agreements, (iv) releases certain claims between the parties and their affiliates, successors and assigns, (v) contains mutual indemnification clauses and (vi) allocates expenses of the spin-off between the parties. Transition Services Agreement OSG and INSW entered into a transition services agreement (the “TSA” or “Transition Services Agreement”) pursuant to which both parties agreed to provide each other with specified services for a limited time to help ensure an orderly transition following the Distribution. The Transition Services Agreement specifies the calculation of the costs for these services. Pursuant to the terms of the agreement, OSG will provide certain administrative services, including administrative support services related to benefit plans, human resources and legal services, for a transitional period after the spin-off. Similarly, INSW has agreed to provide certain limited transition services to OSG, including services relating to accounting activities and information and data provision services. The Transition Services Agreement will terminate 30 days after the expiration or termination of all of the services provided thereunder, which are generally provided for a maximum period of three to six months. Employee Matters Agreement OSG and INSW entered into an employee matters agreement (the “Employee Matters Agreement”), which addresses the allocation and treatment of assets and liabilities relating to employees and compensation and benefit plans and programs in which INSW employees participated, including equity incentive plans. The Employee Matters Agreement also governs the transfer of employees between OSG and INSW in connection with the Distribution, and set forth certain obligations for reimbursements and indemnities between OSG and INSW. Results of Discontinued Operations The table below presents statements of operations data for INSW, which has been classified as discontinued operations for the three months ended March 31, 2016. Shipping revenues: Pool revenues $ 90,529 Time and bareboat charter revenues 21,683 Voyage charter revenues 16,463 128,675 Operating expenses: Voyage expenses 3,967 Vessel expenses 35,138 Charter hire expenses 8,215 Depreciation and amortization 19,960 General and administrative 4,286 Spin-off related costs 133 Gain on disposal of vessels and other property, including impairments (172) Total Operating Expenses 71,527 Income from Vessel Operations 57,148 Equity in Income of Affiliated Companies 11,621 Operating Income 68,769 Other Income 1,414 Income before Interest Expense, Reorganization Items and Taxes 70,183 Interest expense 10,742 Income before Reorganization Items and Income Taxes 59,441 Reorganization Items, net - Income before Income Taxes 59,441 Income Tax Provision 4 Net Income $ 59,437 Corporate administrative expenses, employee compensation and benefits related costs, and depreciation for certain administrative fixed assets were allocated to INSW through March 31, 2016, in accordance with the " Shared Services and Cost Sharing Agreement" and the "Cost Sharing Agreement" by and among, OSG, INSW and OBS. However, in accordance with the accounting standards for discontinued operations, only costs directly attributable to INSW are to be reported in the results from discontinued operations. As such, the allocated costs in the table below will differ from the costs allocated to INSW (an d reported or to be reported by INSW) in accordance with the aforementioned cost sharing agreements as discussed further in Note 10, “Relate d Parties.” Total indirect costs allocated to INSW that are included in continuing operations in the consolidated statement of operations were $3,631 for the three months ended March 31, 2016. |
Vessels
Vessels | 3 Months Ended |
Mar. 31, 2017 | |
Vessels [Abstract] | |
Vessels | Note 6 — Vessels: Vessel Impairments and Change in Useful Lives of Vessels The Company gave consideration as to whether events or changes in circumstances had occurred since December 31, 2016 that could indicate that the carrying amounts of the vessels in the Company’s fleet may not be recoverable as of March 31, 2017. The Company concluded that no such events or changes in circumstances had occurred. Vessel Sales and Acquisitions There were no vessels sold or acquired during the three months ended March 31, 2017 or 2016. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures | Note 7 — Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures: The following methods and assumptions were used to estimate the fair value of each class of financial instrument: Cash and cash equivalents and restricted cash— The carrying amounts reported in the condensed consolidated balance sheet for interest-bearing deposits approximate their fair value. Debt— The fair values of the Company’s publicly traded and non-public debt are estimated based on quoted market prices. Interest rate caps— The fair values of interest rate caps are the estimated amounts that the Company would receive or pay to terminate the caps at the reporting date, which include adjustments for the counterparty or the Company’s credit risk, as appropriate, after taking into consideration any underlying collateral securing the swap or cap agreements. ASC 820, Fair Value Measurements and Disclosures , relating to fair value measurements defines fair value and established a framework for measuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity and the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. In addition, the fair value of assets and liabilities should include consideration of non-performance risk, which for the liabilities described below includes the Company's own credit risk. The levels of the fair value hierarchy established by ASC 820 are as follows: Level 1- Quoted prices in active markets for identical assets or liabilities Level 2- Quoted prices for similar assets and liabilities in active markets or inputs that are observable The estimated fair values of the Company’s financial instruments, other than derivatives that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows: Fair Value Level 1 Level 2 March 31, 2017: Cash (1) $ 204,383 $ 204,383 $ - 8.125% notes due 2018 (69,888) - (69,888) OBS Term loan (450,349) - (450,349) 7.5% Election 2 notes due 2021 (310) - (310) 7.5% notes due 2024 (379) - (379) December 31, 2016: Cash (1) $ 206,933 $ 206,933 $ - 8.125% notes due 2018 (84,935) - (84,935) OBS Term loan (442,199) - (442,199) 7.5% Election 2 notes due 2021 (303) - (303) 7.5% notes due 2024 (392) - (392) (1) Includes current and non-current restricted cash aggregating $6,301 and $15,844 at March 31, 2017 and December 31, 2016, respectively. Derivatives Interest Rate Risk The Company manages its exposure to interest rate volatility risks by using interest rate caps and swap derivative instruments. At March 31, 2017, OBS was a party to an interest rate cap agreement (“Interest Rate Cap”) with a start date of February 5, 2015 with a major financial institution covering a notional amount of $375,000 to limit the floating interest rate exposure associated with the OBS Term Loan. The Interest Rate Cap was designated and qualified as a cash flow hedge and contains no leverage features. The Interest Rate Cap has a cap rate of 2.5% through February 5, 2017, at which time the cap rate increases to 3.0% through the termination date of February 5, 2018. Derivatives location Derivatives are recorded in the balance sheet on a net basis by counterparty when a legal right of offset exists. At March 31, 2017 and December 31, 2016, the Company had $0 and $2 , respectively, of interest rate caps recorded and located within non-current other assets within its balance sheet. The following tables present information with respect to gains and losses on derivative positions reflected in the condensed consolidated statements of operations or in the condensed consolidated statements of other comprehensive income. The effect of cash flow hedging relationships recognized in other comprehensive income/(loss) excluding amounts reclassified from accumulated other comprehensive loss (effective portion), including hedges of equity method investees, for the three months ended March 31, 2017 and 2016 follows: Three Months Ended March 31, 2017 2016 Interest rate cap of continuing operations $ 148 $ (38) Interest rate cap of discontinued operations - (48) Interest rate swaps of discontinued operations - (11,206) Total $ 148 $ (11,292) The effect of cash flow hedging relationships on the unaudited condensed consolidated statement of operations excludes hedges of equity method investees. The effect of the Company’s cash flow hedging relationships on the unaudited condensed consolidated statement of operations for the three months ended March 31, 2017 and 2016 was $234 and $28 , respectively. These amounts represented the effective portion of loss reclassified from accumulated other comprehensive loss for interest expense associated with the Company’s interest rate caps. See Note 12, “Accumulated Other Comprehensive Loss,” for disclosures relating to the impact of derivative instruments on accumulated other comprehensive loss. Fair Value Hierarchy The Company’s derivative assets, which were interest rate caps, had a fair value of $2 , measured as a Level 2 under the fair value hierarchy noted above. The fair values are pre-tax measured on a recurring basis. These fair values are derived using valuation models that utilize the income valuation approach. These valuation models take into account contract terms such as maturity, as well as other inputs such as interest rate yield curves and creditworthiness of the counterparty and the Company. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt [Abstract] | |
Debt | Note 8 — Debt: Debt consists of the following: March 31, December 31, 2017 2016 8.125% notes due 2018 , net of unamortized discount and deferred costs of $935 and $1,406 $ 66,184 $ 80,213 OBS term loan, due 2019 , net of unamortized discount and deferred costs of $10,123 and $11,102 445,165 444,186 7.5% Election 2 notes due 2021 , net of unamortized discount and deferred costs of $7 and $8 294 293 7.50% notes due 2024 390 390 Total debt 512,033 525,082 Less current portion 95,177 - Long-term portion $ 416,856 $ 525,082 The weighted average interest rate for debt outstanding as of March 31, 2017 and December 31, 2016 was 5.69% and 5.75% , respectively. Exit Financing Facilities Capitalized terms used hereafter in this Note 8 have the meanings given in this Quarterly Report on Form 10-Q or in the Company’s 2016 Annual Report on Form 10-K or in the respective transaction documents referred to below, including subsequent amendments thereto. On the Effective Date, to support the Equity Plan, OSG and its subsidiaries entered into secured debt facilities consisting of: (i) a secured asset-based revolving loan facility of $75,000 , among the Parent Company, OBS, certain OBS subsidiaries, Wells Fargo Bank, National Association (“Wells Fargo”) as Administrative Agent, and the other lenders party thereto (the “OBS ABL Facility”), secured by a first lien on substantially all of the U.S. Flag assets of OBS and its subsidiaries and a second lien on certain other specified U.S. Flag assets and (ii) a secured term loan of $603,000 , among the Parent Company, OBS, certain OBS subsidiaries, Jefferies Finance LLC (“Jefferies”), as Administrative Agent, and other lenders party thereto (the “OBS Term Loan”), secured by a first lien on certain specified U.S. Flag assets of OBS and its subsidiaries and a second lien on substantially all of the other U.S. Flag assets of OBS and its subsidiaries. On August 5, 2014, the available amounts under the OBS Term Loan were drawn in full and as of March 31, 2017, no amounts had been drawn under the OBS ABL Facility. The OBS Term Loan amortizes in equal quarterly installments in aggregate annual amounts equal to 1% of the original principal amount of the loans, adjusted for optional and mandatory prepayments. However, due to a $20,000 prepayment made on May 16, 2016, the Company is no longer required to make the 1% annualized principal payments. The OBS Term Loan stipulates that if annual aggregate net cash proceeds of asset sales exceed $5,000 , the net cash proceeds from each such sale are required to be reinvested in fixed or capital assets within twelve months of such sale or be used to prepay the principal balance outstanding of the facility. The OBS Term Loan is subject to additional mandatory annual prepayments in an aggregate principal amount of up to 50% of Excess Cash Flow. Management determined that it had Excess Cash Flow under the OBS Term Loan for the three months ended March 31, 2017 and has projected the amount of Excess Cash Flow for the nine months ended December 31, 2017 based on the facts at March 31, 2017. The mandatory prepayment, which is estimated to be approximately $ 29,00 0 will be due during the first quarter of 2018, and is therefore included in current installments of long-term debt on the condensed consolidated balance sheet as of March 31, 2017 The Exit Financing Facilities also contain certain restrictions relating to new borrowings, and the movement of funds between OBS and OSG (as Parent Company), which is not a borrower under the Exit Financing Facilities, as set forth in the respective loan agreements. The Parent Company’s ability to receive cash dividends, loans or advances from OBS is restricted under the Exit Financing Facilities. The Available Amount for cash dividends, loans or advances to the Parent Company permitted under the OBS Term Loan was $93,592 as of March 31, 2017. The OBS ABL Facility matures on February 5, 2019 . However, to the extent that any of the 8.125% notes due 2018 are outstanding on December 29, 2017, the maturity date of the OBS ABL Facility will be December 29, 2017. To remain in compliance with the OBS ABL Facility, the Company’s plan , as of March 31, 21017, is to pay off or refinance the outstanding balance on its 8.125% unsecured notes by December 29, 2017. Interest expense, including amortization of issuance and deferred financing costs (for additional information related to deferred financing costs see Note 3, “Significant Accounting Policies”), commitment, administrative and other fees for the three months ended March 31, 2017 and 2016 was $7,251 and $9,114 , respectively, relating to the OBS Term Loan and OBS ABL Facility. Interest paid for the three months ended March 31, 2017 and 2016 was $6,042 and 8,341 , respectively, for the OBS Term Loan. Unsecured Senior Notes During the three months ended March 31, 2017, the Company repurchased and retired an aggregate principal amount of $14,500 of its 8.125% notes due 2018. The aggregate loss of $937 realized on this transaction during the three months ended March 31, 2017, is included in other income in the condensed consolidated statements of operations. The net loss reflects a $212 write-off of unamortized deferred finance costs associated with the repurchased debt. For the three months ended March 31, 2017 and 2016, interest expense, including administrative and other fees, of $1,871 and $2,786 , respectively, was recorded relating to the Unsecured Senior Notes and $3,286 and $4,869 of interest was paid during the three months ended March 3 1, 2017 and 2016, respectively, relating to the Unsecured Senior Notes. |
Taxes
Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Taxes [Abstract] | |
Taxes | Note 9 — Taxes: For the three months ended March 31, 2017 and 2016, the Company recorded income tax provisions of $3,569 and $33,235 , respectively, which represent effective tax rates of 40% and 135% , respectively. The effective tax rate for the 2017 period is greater than the statutory rate primarily as a result of the income tax provision resulting from stock compensation pursuant to ASU 2016-09 offset in part by the non-taxability of income subject to U.S. tonnage tax. The effective tax rate for the 2016 period is greater than the statutory rate primarily as a result of management’s determination that, prior to the spin-off of INSW, the Company could not make an assertion that OSG’s investment in INSW was essentially permanent in duration and recorded a deferred tax liability for INSW’s 2016 earnings . As of March 31, 2017, and December 31, 2016, the Company recorded a noncurrent reserve for uncertain tax positions of $3,152 and $3,129 , respectively, after taking into consideration tax attributes, such as net operating loss carryforwards, and accrued interest of $783 and $760 , respectively. The Company is currently undergoing an examination by the Internal Revenue Service of its 2012 through 2015 tax returns. As of the period ended March 31, 2017, the IRS has not proposed any adjustments and continues to issue Information Document Requests. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2017 | |
Related Parties [Abstract] | |
Related Parties | Note 10 — Related Parties: Transition Services Agreement and Other Spin-off related activity During the three months ended March 31, 2017, OSG earned fees totaling $77 for services provided to INSW and incurred fees totaling $55 for services received from INSW, pursuant to the terms of the Transition Services Agreement. Receivables from INSW aggregating $595 and $683 as of March 31, 2017 and December 31, 2016, respectively, were primarily in relation to the spin-related agreements (Transition Services, Separation and Distribution and Employee Matters Agreements) between OSG and INSW , as described in Note 5, “Discontinued Operations.” Guarantees INSW has equity interests in an FSO joint venture (the “FSO Joint Venture”) and an LNG joint venture (the “LNG Joint Venture”). The FSO Joint Venture is party to a number of contracts to which OSG serves as guarantor: (a) the FSO Joint Venture is the borrower pursuant to a loan agreement, as amended and restated, with OSG and Euronav, each as guarantors, certain other parties thereto and ING Bank N.V. as agent and security trustee (the ‘‘Loan Agreement’’); (b) the FSO Joint Venture is an obligor pursuant to a guarantee facility agreement, by and among, the FSO Joint Venture, those banks and financial institutions listed therein, Nordea Bank Finland PLC, as issuing bank, Nordea Bank Norge ASA as agent and ING Bank N.V. as Security Trustee (the ‘‘Guarantee Facility’’); and (c) the FSO Joint Venture is party to two service contracts with Maersk Oil Qatar AS (the ‘‘MOQ Service Contracts’’). In connection with the Distribution on November 30, 2016, appropriate consents were obtained and INSW now also guarantees the obligations of the FSO Joint Venture pursuant to the Loan Agreement and the Guarantee Facility (together, the ‘‘ING and Nordea Guarantees’’) and guarantees the obligations of the FSO Joint Venture pursuant to the MOQ Service Contracts (the ‘‘MOQ Guarantee,’’ together with the ING and Nordea Guarantees, the ‘‘INSW FSO Guarantees’’). OSG will continue to guarantee the obligations of the FSO Joint Venture pursuant to the Loan Agreement and the Guarantee Facility (together, the ‘‘OSG FSO Guarantees’’). As of March 31, 2017, and December 31, 2016, the maximum potential amount of future principal payments (undiscounted) that OSG could be required to make relating to such equity method investees secured bank debt and interest rate swaps was $30,805 and $38,789 , respectively, and the carrying amount of the liability related to this guarantee was $0 . INSW entered into guarantee arrangements in connection with the spin-off on November 30, 2016, in favor of Qatar Liquefied Gas Company Limited (2) (‘‘LNG Charterer’’) and relating to certain LNG Tanker Time Charter Party Agreements with the LNG Charterer and each of Overseas LNG H1 Corporation, Overseas LNG H2 Corporation, Overseas LNG S1 Corporation and Overseas LNG S2 Corporation (such agreements, the ‘‘LNG Charter Party Agreements,’’ and such guarantees, collectively, the ‘‘LNG Performance Guarantees’’). OSG will continue to provide a guarantee in favor of the LNG Charterer relating to the LNG Charter Party Agreements (such guarantees, the ‘‘OSG LNG Performance Guarantees’’ and collectively, with the OSG FSO Guarantees the ‘‘Continuing OSG Guarantees’’). The Company estimates that as of March 31, 2017, the maximum potential loss that it will have to guarantee is approximately $87,600 and the carrying amount of any liability that may be related to this guarantee is $0 . In connection with the Continuing OSG Guarantees, INSW will pay a fee of $125 per year to OSG, which is subject to escalation after 2017 and will be terminated if OSG ceases to provide the OSG LNG Performance Guarantees. Approximately $31 of such fee has been recorded by the company during the three months ended March 31, 2017 and is included in other income in the condensed consolidated statements of operations. INSW will indemnify OSG for liabilities arising from the Continuing OSG Guarantees pursuant to the terms of the Separation and Distribution Agreement. |
Capital Stock and Stock Compens
Capital Stock and Stock Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Capital Stock and Stock Compensation [Abstract] | |
Capital Stock and Stock Compensation | Note 1 1 — Capital Stock and Stock Compensation: Change in Capital Structure On May 13, 2016, all holders of Class B common stock and Class B warrants as of May 9, 2016 received a distribution from the Company representing their pro-rata share of the Net Litigation Recovery (see Note 2, “Chapter 11 Filing and Emergence from Bankruptcy”). On May 27, 2016, pursuant to the Company’s Amended and Restated Certificate of Incorporation, and the warrant agreement governing the Class B warrants, each Class B common share and Class B warrant automatically converted to a Class A common share and Class A warrant, respectively. On June 2, 2016, the Board authorized the Company to take action to transfer the listing of its Class A common stock to the New York Stock Exchange from the NYSE MKT (the “Transfer”). In conjunction with the Transfer, the Board approved the Reverse Split Amendment , and the Reverse Split Amendment became effective on June 13, 2016 (See Note 1 “Basis of Presentation”). The Transfer was approved by the New York Stock Exchange on June 23, 2016. All of the share and per share information below has been recast to reflect the impact of the reverse stock split. Holders of the Company’s outstanding Class A warrants are entitled to receive, upon exercise, 0.190 shares of Class A common stock per warrant exercised, in order to account for the impact of the reverse stock split. The Incentive Plans described below contain anti-dilution provisions whereby in the event of any change in the capitalization of the Company, the number and type of securities underlying outstanding awards must be adjusted, as appropriate, in order to prevent dilution or enlargement of rights. The impact of these provisions resulted in a modification of all outstanding awards upon the reverse stock split. As the fair value of the awards immediately before and after the modification did not change, no additional compensation was recognized as a result of such modification . On November 30, 2016 the Company completed the separation of its business into two independently publicly-traded companies through the spin-off of INSW. On the Distribution Date, each holder of OSG common stock received 0.3333 shares of INSW’s common stock for every share of OSG common stock held on the Record Date. Each holder of OSG warrants received 0.3333 shares of INSW’s common stock for every one share of OSG common stock they would have received if they exercised their warrants immediately prior to the Distribution. Pursuant to the Employee Matters Agreement described in Note 5,” Discontinued Operations,” and below, unvested share based payment awards of OSG employees that transitioned to INSW were assumed by INSW and converted into equivalent awards of INSW’ s equity. Share and Warrant Repurchases During the three months ended March 31, 2016, the Company repurchased 76,817 shares of its Class A common stock in open-market purchases on the NYSE MKT at an average price of $12.64 per share, for a total cost of $971 . In addition, during the three months ended March 31, 2016, the Company repurchased 24,999,078 Class A warrants in private transactions with non-affiliates at an average per share equivalent cost of $12.19 for a total cost of $56,990 . In connection with the vesting of restricted stock units in the first quarter of 2016, the Company repurchased 20,757 shares of Class A common stock at an average cost of $14.81 per share (based on the market prices on the dates of vesting) from certain members of management to cover withholding taxes. Warrant Conversions During the three months ended March 31, 2017, the Company issued 3,209,648 shares of Class A common stock as a result of the exercise of 16,931,530 Class A warrants. During the three months ended March 31, 2016, the Company issued 1,512,594 shares of Class A common stock and 7,833 shares of Class B common stock as a result of the exercise of 8,285,284 Class A warrants and 46,997 Class B warrants, respectively. Stock Compensation The Company accounts for stock compensation expense in accordance with the fair value based method required by ASC 718, Compensation – Stock Compensation . Such fair value based method requires share based payment transactions to be measured based on the fair value of the equity instruments issued. Management Compensation — Restricted Stock Units and Stock Options During t he three months ended March 31, 2017, the Company granted 165,010 time-based restricted stock units (“RSUs”) to its employees, including senior officers. The average grant date fair value of these awards was $4.04 per RSU. Each RSU represents a contingent right to receive one share of Class A common stock upon vesting. Each award of RSUs will vest in equal installments on each of the first three anniversaries of the grant date. During the three months ended March 31, 2017, the Company awarded 63,532 performance-based RSUs to its senior officers. Each performance stock unit represents a contingent right to receive RSUs based upon continuous employment through the end of the three -year performance period commencing on January 1, 2017 and ending on December 31, 2019 (the “Performance Period”) and shall vest as follows: (i) one - half of the target RSUs shall vest and become nonforfeitable on March 23, 2020, subject to OSG’s return on invested capital (“ROIC”) performance in the three-year ROIC performance period relative to a target rate (the “ROIC Target”) set forth in the award agreements . (The formula for ROIC is net operating profit after taxes divided by the net of total debt plus shareholders equity less cash) ; and (ii) one - half of the target RSUs will be subject to OSG’s three-year total shareholder return (“TSR”) performance relative to that of a performance peer group over a three-year TSR performance period (“TSR Target”) . The peer group will consist of companies that comprise the Standard and Poor’s Transportation Select Index during the performance Period . Vesting is subject in each case to the Human Resources and Compensation Committee’s (“HRC”) certification of achievement of the performance measures and targets no later than March 31, 2020. Both the ROIC target RSUs and the TSR target RSUs are subject to an increase up to a maximum of 4 7 ,647 target RSU’s (aggregate 95,294 target RSU’s) or decrease depending on performance against the applicable measure and targets. The ROIC Performance Goal is a performance condition which, as of March 31, 2017, management believed, was not yet considered probable of being achieved. Accordingly, for financial reporting purposes, no compensation costs have been recognized to date, and none will be recognized for these awards until it becomes probable that the performance conditions will be achieved. The grant date fair value of the TSR based performance awards, which has a market condition, was determined to be $4.04 per RSU. During the three months ended March 31, 201 7 , the Company awarded to certain senior officers an aggregate of 135,804 stock options. Each stock option represents an option to purchase one share of Class A common stock for an exercise price of $4.04 per share. The average grant date fair value of the options was $1.89 per opt ion. Stock options may not be transferred, pledged, assigned or otherwise encumbered prior to vesting. Each stock option will vest in equal installments on each of the first three anniversaries of the award date. The stock options expire on the business day immediately preceding the tenth anniversary of the award date. If a stock option grantee’s employment is terminated for cause (as defined in the applicable Form of Grant Agreement), stock options (whether then vested or exercisable or not) will lapse and will not be exercisable. If a stock option grantee’s employment is terminated for reasons other than cause, the option recipient may exercise the vested portion of the stock option but only within such period of time ending on the earlier to occur of (i) the 90th day ending after the option holder’ s employment terminated and (ii) the expiration of the options, provided that if the option holder ’s employment terminates for death or disability the vested portion of the option may be exercised until the earlier of (i) the first anniversary of employment termination and (ii) the expiration date of the options. During the three months ended March 31, 2016, the Company granted 119,853 time-based restricted stock units (“RSUs”) to its senior officers. The average grant date fair value of these awards was $11.82 per RSU. Each RSU represent ed a contingent right to receive one share of Class A common stock upon vesting. A s a result of the INSW spin off transaction, the awards granted to former members of OSG senior management that tran sitioned to INSW were cancelled. T he outstanding unvested time- based RSU awards held by the members of senior management that remained with OSG, but who retired from their positions with the Company shortly after the spinoff, were vested in full on December 29, 2016 under the terms of their respective employment agreements. During the three months ended March 31 , 2016, the Company awarded 119,853 performance-based RSUs to its senior officers. Each performance stock unit represents a contingent right to receive RSUs based upon the covered employees being continuously employed through the end of the period over which the performance goals are measured and shall vest as follows: (i) one-third of the target RSUs shall vest on December 31, 2018, subject to OSG’s three-year earnings per share (“EPS”) performance in the three-year EPS performance period relative to a compounded annual growth rate (the “EPS Target”) set forth in the award agreements; (ii) one-third of the target RSUs vest on December 31, 2018, subject to OSG’s return on invested capital (“ROIC”) performance in the three-year ROIC performance period relative to a target rate (the “ROIC Target”) set forth in the award agreements; and (iii) one-third of the target RSUs will be subject to OSG’s three-year total shareholder return (“TSR”) performance relative to that of a performance peer group over a three-year TSR performance period (“TSR Target”). Vesting is subject in each case to the HRC’s certification of achievement of the performance measures and targets no later than March 31, 2019. The EPS Target and ROIC Target are performance conditions which, during 2016, management believed, were not yet considered probable of being achieved. Accordingly, for financial reporting purposes, no compensation costs will be recognized for these awards until it becomes probable that the performance conditions will be achieved. The grant date fair value of the TSR based performance awards, which has a market condition, was determined to be $11.82 per RSU. T he outstanding unvested performance based RSU awards held by the members of senior management that remained with OSG, but who retired from their positions with the Company shortly after the spinoff, were forfeited. As of December 31, 2016, there are no outstanding unvested performance based RSU s relating to this award . In addition, during the three months ended March 31, 2016, the Company granted 38,547 performance-based RSUs (which represented the 2016 tranche of the awards made on October 12, 2015) to certain members of senior management. The grant date fair value of the performance awards was determined to be $11.82 per RSU. Each performance stock unit represents a contingent right to receive RSUs based upon certain performance related goals being met and the covered employees being continuously employed through the end of the period over which the performance goals are measured. In conjunction with the INSW spinoff transaction, awards granted to former members of OSG senior management that transitioned to INSW were cancelled. The outstanding unvested performance based RSU awards held by the members of senior management that remained with OSG, but who retired from their positions with the Company shortly after the spinoff, were forfeited. The HRC certified the achievement of the performance measures and targets for this award on March 23, 2017, resulting in 2,856 performance based RSUs being deemed to be vested effective December 31, 2016. Settlement will be made in 2018, in cash or stock at the discretion of the HRC. Achievement of the performance condition in this award was considered probable and accordingly, compensation cost was recognized commencing on March 30, 2016, the grant date of the award. During the three months ended March 31, 2016, the Company awarded to certain senior officers an aggregate of 319,069 stock options. Each stock option represents an option to purchase one share of Class A common stock for an exercise price of $11.82 per share. The average grant date fair value of the options was $4.74 per option. As a result of the INSW spin off transaction, the awards granted to former members of OSG senior management that transitioned to INSW were cancelled. The outstanding unvested stock options granted in 2016 and prior years and held by the members of senior management that remained with OSG, but terminated employment with the Company sh ortly after the spinoff date became fully vested in accordance with the terms of their respective employment agreements. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2017 | |
Accumulated Other Comprehensive Loss [Abstract] | |
Accumulated Other Comprehensive Loss | Note 12 — Accumulated Other Comprehensive Loss: The components of accumulated other comprehensive loss, net of related taxes, in the condensed consolidated balance sheets follow: March 31, December 31, As of 2017 2016 Unrealized losses on derivative instruments $ (871) $ (1,019) Items not yet recognized as a component of net periodic benefit cost (pension and other postretirement benefit plans) (7,141) (7,141) $ (8,012) $ (8,160) The following table present the changes in the balances of each component of accumulated other comprehensive loss, net of related taxes, during three month ended March 31, 2017 and 2016: 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 January 1, 2017 $ (1,019) $ (7,141) $ (8,160) Current period change, excluding amounts reclassified from accumulated other comprehensive income (86) - (86) Amounts reclassified from accumulated other comprehensive income 234 - 234 Total change in accumulated other comprehensive income 148 - 148 Balance as of March 31, 2017 $ (871) $ (7,141) $ (8,012) Balance as of January 1, 2016 $ (54,620) $ (18,841) $ (73,461) Current period change, excluding amounts reclassified from accumulated other comprehensive income (11,265) 355 (10,910) Amounts reclassified from accumulated other comprehensive income 4,300 - 4,300 Capital Effects of INSW Spin - Discontinued Operations 60,363 10,280 70,643 Total change in accumulated other comprehensive loss 53,398 10,635 64,033 Balance as of March 31, 2016 $ (1,222) $ (8,206) $ (9,428) The income tax expense allocated to unrealized gains on cash flow hedges for the three months ending March 31, 2017 and 2016 was $84 and $27 , respectively. These amounts reflected the current period change, excluding amounts reclassified from accumulated other comprehensive loss. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2017 | |
Leases [Abstract] | |
Leases | Note 13 — Leases: 1. Charters-in: As of March 31, 2017, the Company had commitments to charter-in 10 vessels. All of the charters-in are accounted for as operating leases and all are bareboat charters. Lease expense relating to charters-in is included in charter hire expenses in the condensed consolidated statements of operations. The future minimum commitments and related number of operating days under these operating leases are as follows: Bareboat Charters-in: At March 31, 2017 Amount Operating Days 2017 $ 68,978 2,750 2018 91,457 3,650 2019 111,819 3,470 2020 9,168 366 2021 9,143 365 Thereafter 31,864 1,272 Net minimum lease payments $ 322,429 11,873 Certain of the bareboat charters-in provide for the payment of profit share to the owners of the vessels calculated in accordance with the respective charter agreements. Because such amounts and the periods impacted are not reasonably estimable they are not currently reflected in the table above. Due to reserve funding requirements and current rate forecasts, no profits are currently expected to be paid to the owners in respect of the charter term through December 31, 2019. Certain of the charters in the above tables also provide the Company with renewal and purchase options. 2. Charters-out: The future minimum revenues, before reduction for brokerage commissions, expected to be received on noncancelable time charters and certain contracts of affreightment (“COAs”) for which minimum annual revenues can be reasonably estimated and the related revenue days (calendar days, less days on which vessels are not available for employment due to repairs, drydock or lay-up) are as follows: At March 31, 2017 Amount Revenue Days 2017 $ 193,765 3,526 2018 153,172 2,172 2019 78,508 938 2020 43,678 531 2021 26,644 324 Thereafter 108,199 1,251 Net minimum lease receipts $ 603,966 8,742 Future minimum revenues do not include COAs for which minimum annual revenues cannot be reasonably estimated. Revenues from those COAs that are included in the table above, $ 16,821 (2017), $22,698 (2018), $23,031 (2019) and $6,356 (2020), are based on minimum annual volumes of cargo to be loaded during the contract periods at a fixed price and do not contemplate early termination of the COAs as provided in the agreements. Amounts that would be due to the Company in the event of the cancellation of the COA contracts have not been reflected in the table above. Revenues from a time charter are not generally received when a vessel is off-hire, including time required for normal periodic maintenance of the vessel. In arriving at the minimum future charter revenues, an estimated time off-hire to perform periodic maintenance on each vessel has been deducted, although there is no assurance that such estimate will be reflective of the actual off-hire in the future. |
Severance Costs
Severance Costs | 3 Months Ended |
Mar. 31, 2017 | |
Severance Costs [Abstract] | |
Severance Costs | Note 14 — Severance Costs: Severance related costs are recognized over the period commencing on the date on which the affected employees are notified and ending on the date when required services are completed. Activity relating to the reserves for the severance arrangements incurred during the three months ended March 31, 2017 is summarized as follows: Balance as of January 1, 2017 $ 7,694 Utilized (5,475) Balance at March 31, 2017 $ 2,219 The above table excludes related professional fees, which are expensed as incurred. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Contingencies [Abstract] | |
Contingencies | Note 15 — Contingencies: The Company’s policy for recording legal costs related to contingencies is to expense such legal costs as incurred. Class Action Lawsuits and Derivative Actions The Company has fully and finally resolved all potential direct claims by members of the putative class of securities claimants through a settlement effectuated through the Equity Plan, which became effective on August 5, 2014. Under the terms of that settlement, the Equity Plan provides for full satisfaction of the claims of the putative class through (i) $7,000 in cash, which was paid on August 5, 2014, (ii) $3,000 in cash, which was paid by the Company on August 5, 2015, (iii) any remaining cash in the Class E1 Disputed Claims Reserve established by the Equity Plan following resolution of all other Class E1 claims, which was paid on October 5, 2015, (iv) 15% (or $2,136 ) of the Net Litigation Recovery in the action against Proskauer (described below), which was paid on April 5, 2016, (v) $5,000 in cash, following the entry of a final order resolving the Proskauer action, which was paid on March 17, 2016, and (vi) proceeds of any residual interest the Company has in certain director and officer insurance policies. The settled claims stem from the Company’s filing of a Form 8-K on October 22, 2012 disclosing that on October 19, 2012 the Audit Committee of the Board of Directors of the Company, on the recommendation of management, concluded that the Company’s previously issued financial statements for at least the three years ended December 31, 2011 and associated interim periods, and for the fiscal quarters ended March 31, 2012 and June 30, 2012, should no longer be relied upon. Shortly thereafter several putative class action suits were filed in the United States District Court for the Southern District of New York (the “Southern District”) against the Company, its then President and Chief Executive Officer, its then Chief Financial Officer, its then current and certain former members of its Board of the Directors, its current independent registered public accounting firm, and underwriters of the Company’s public offering of notes in March 2010 (the “Offering”). The Company’s former independent registered public accounting firm was later added as a defendant. Subsequent to the Company’s filing for relief under Chapter 11, these suits were consolidated and the plaintiffs filed an amended complaint that does not name the Company as a defendant. The consolidated suit is purportedly on behalf of purchasers of Company securities between March 1, 2010 and October 19, 2012 and purchasers of notes in the Offering. The plaintiffs alleged that documents that the Company filed with the SEC were defective, inaccurate and misleading, that the plaintiffs relied on such documents in purchasing the Company’s securities, and that, as a result, the plaintiffs suffered losses. The plaintiffs asserted claims under the Securities Act against all defendants and claims under the Securities Exchange Act of 1934 (the “Exchange Act”) against the then former President and former Chief Financial Officer of the Company. Following additional amendments on plaintiffs’ Exchange Act claims and motion to dismiss briefing, on April 28, 2014, the Southern District denied the motion to dismiss the Exchange Act claims filed by the then former President and former Chief Financial Officer on the third amended complaint. On March 18, 2015, OSG’s former independent registered public accounting firm moved for summary judgment and on May 29, 2015, the Southern District issued an order granting that motion. On July 1, 2015, the plaintiffs noticed an appeal of that order to the U.S. Court of Appeals for the Second Circuit. On September 2, 2015, the plaintiffs and OSG’s former independent registered public accounting firm filed a stipulation withdrawing that appeal with prejudice. On August 6, 2015, the plaintiffs moved for the Southern District to preliminarily approve settlements with respect to all of the plaintiffs’ remaining claims, including settlements with former officers and directors of the Company, the Company’s former underwriters, and the Company’s current independent registered public accounting firm that contemplate d payments of $10,500 , $4,000 and $1,750 , respectively, on behalf of such defendants. On August 12, 2015, the Southern District preliminarily approved those settlements, and on December 2, 2015, entered orders that (a) certified the proposed class for settlement purposes, (b) approved a plan of allocation for distribution of settlement proceeds, (c) finally approved those settlements, and (d) entered final orders of judgment dismissing the remaining defendants from the action. The plaintiffs in the Southern District action filed a proof of claim against the Company in the Bankruptcy Court. Pursuant to a settlement with such plaintiffs and the putative class on whose behalf their claim is filed, their direct claims against the Company are fully and finally resolved based on the Equity Plan treatment described above. Separately, certain of the defendants in the Southern District have filed claims in the Bankruptcy Court against the Company for indemnification or reimbursement based on potential losses incurred in connection with such action. Each of those indemnification claims, asserted by certain former directors and officers of the Company, have been released pursuant to the Equity Plan or otherwise resolved by the Reorganized Debtors. In addition, the indemnification claims asserted by the Company’s former underwriters have been resolved and paid pursuant to the orders of the Bankruptcy Court and the Equity Plan. On October 5, 2015, following the resolution of all disputed Class E1 claims, the Reorganized Debtors disbursed the remaining funds in the Disputed Claims Reserve for Class E1 to representatives of the putative class in accordance with the Equity Plan and Confirmation Order The Equity Plan and orders of the Bankruptcy Court foreclose the defendants in the Southern District from pursuing any other or further remedies against the Company. Proskauer Action On February 23, 2014, Proskauer and four of its partners (the “Proskauer Plaintiffs”) filed an action in the Supreme Court of the State of New York, County of New York (the “Supreme Court”) against the then Senior Vice President, General Counsel and Secretary and the former Chief Financial Officer alleging that the defendants engaged in tortious and fraudulent conduct that caused significant harm to the Proskauer Plaintiffs and the Company. The Proskauer Plaintiffs alleged that the defendants made false representations and thereby deceived and misled Proskauer into providing legal advice to the Company, which was the subject of the Company’s malpractice suit against Proskauer and four of its partners filed on November 18, 2013 in the Bankruptcy Court. On May 1, 2014, the defendants in the action filed by the Proskauer Plaintiffs filed motions to dismiss the action. On June 9, 2014, the Proskauer Plaintiffs filed an amended complaint that included certain additional factual allegations and an additional claim against the former Chief Financial Officer of the Company. On July 18, 2014, the defendants filed motions to dismiss the Proskauer Plaintiffs’ amended complaint. On January 15, 2015, the Supreme Court dismissed the Proskauer Plaintiffs’ amended complaint in its entirety against the defendants. On March 2, 2015, the Proskauer Plaintiffs filed a notice of appeal of the Supreme Court’s decision to the Appellate Division of the Supreme Court, First Department (the “Appellate Court”). Proskauer filed its appellant’s brief on August 17, 2015. The appellees filed their response briefs on October 30, 2015 and Proskauer filed its reply brief on November 13, 2015. On February 12, 2016, as part of the settlement agreement between the Company and Proskauer and four of its partners, the Proskauer Plaintiffs agreed to withdraw their appeal of the Supreme Court’s dismissal of the amended complaint against the defendants and on March 31, 2016, the Appellate Court dismissed the appeal. On February 21, 2014, the Bankruptcy Court declined to hear the Company’s malpractice claims against Proskauer and four of its partners that were filed on November 18, 2013 under the doctrine of permissive abstention, and on March 11, 2014, the Company re-filed its malpractice claims against such defendants in the Supreme Court. On April 11, 2014, Proskauer and four of its partners filed a motion to dismiss the malpractice action, and on September 10, 2014, the Supreme Court denied the motion to dismiss the legal malpractice claim for breach of duty of care but granted the motion to dismiss the legal malpractice claim for breach of duty of loyalty as subsumed within the duty of care claim. Proskauer and four of its partners appealed this decision to the Appellate Division of the Supreme Court, First Department and on July 2, 2015, the appellate court affirmed the Supreme Court’s denial of Proskauer’s motion to dismiss. In addition, on December 3, 2014, the Company filed a motion with the Supreme Court for partial summary judgment on whether the “joint and several” liability provisions of certain of the Company’s prior loan agreements, which are the focus of the malpractice action, are unambiguous as a matter of law. The Supreme Court denied that motion as being procedurally premature on July 24, 2015. On May 20, 2015, the Supreme Court issued a scheduling order for discovery in the Company’s malpractice action against Proskauer. Under the terms of that scheduling order, all discovery was to be completed by April 15, 2016. On October 16, 2015, the parties agreed to extend the deadline for all discovery to be completed to August 1, 2016, and the Court issued a revised scheduling order. On February 12, 2016, the Company entered into an agreement with Proskauer and four of its partners to settle the malpractice suit. See Note 2, “Chapter 11 Filing and Emergence from Bankruptcy,” for additional information. On March 3, 2016, pursuant to the settlement agreement with Proskauer, the Supreme Court entered an order discontinuing the Proskauer action with prejudice, which order has become final and nonappealable. SEC Investigation On November 13, 2012, the Company received from the staff of the SEC’s Division of Enforcement (the “Staff”) a request for documents relating to the statements in the Company’s October 22, 2012 Form 8-K. On January 29, 2013, the SEC issued a formal order of private investigation of the Company. The Company provided documents to the SEC and cooperated fully with the SEC’s investigation. On July 25, 2016, the staff of the SEC provided a “Wells Notice” to the Company’s counsel in connection with the above-referenced investigation, advising that the staff had made a preliminary determination to recommend that the Commission file an enforcement action against the Company. On January 23, 2017, the SEC commenced an administrative proceeding, with the Company’s consent, that fully resolved the SEC’s investigation. The Company neither admitted nor denied the SEC’s allegations that the Company violated certain provisions of the Securities Act, the Exchange Act and related rules. After receiving Bankruptcy Court approval, the Company paid a $5,000 civil penalty relating to the investigation in February 2017, which was fully accrued as of December 31, 2016. The agreement does not require any further changes to the Company’s historical financial statements. Any indemnification or contribution claims by officers or directors of the Company that could be asserted in connection with the SEC’s investigation have been released or otherwise resolved pursuant to the Equity Plan and order of the Bankruptcy Court. Legal Proceedings Arising in the Ordinary Course of Business The Company is a party, as plaintiff or defendant, to various suits in the ordinary course of business for monetary relief arising principally from personal injuries (including without limitation exposure to asbestos and other toxic materials), wrongful death, collision or other casualty and to claims arising under charter parties. A substantial majority of such personal injury, wrongful death, collision or other casualty claims against the Company are covered by insurance (subject to deductibles not material in amount). Each of the claims involves an amount which, in the opinion of management, are not expected to be material to the Company’s financial position, results of operations and cash flows. |
Significant Accounting Polici24
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Significant Accounting Policies [Abstract] | |
Cash and cash equivalents | Cash and cash equivalents — Interest-bearing deposits that are highly liquid investments and have a maturity of three months or less when purchased are included in cash and cash equivalents. Management has designated cash reserves of $554 and $5,576 as of March 31, 2017 and December 31, 2016, respectively, to be utilized for the settlement of certain unsecured claims related to the Company’s emergence from bankruptcy. Additionally, restricted cash as of March 31, 2017 and December 31, 2016 included $5,747 and $10,268 , respectively, of legally restricted cash. Pursuant to the terms of the OBS Facility, in the event of a spinoff of INSW, the Company was required to set aside, in an escrow account, cash in an aggregate amount of not less than the sum of all accrued and unpaid interest on the outstanding Unsecured Senior Notes (as defined in Note 8, “Debt”) through the date of the consummation of the INSW Spinoff and all interest expense that will accrue under the respective outstanding Unsecured Senior Notes from the date of the consummation of the INSW Spinoff through the maturity of the respective Unsecured Senior Notes. Activity relating to restricted cash is reflected in investing activities in the consolidated statements of cash flow. |
Deferred finance charges | Deferred finance charges — Finance charges incurred in the arrangement and amendment of debt are deferred and amortized to interest expense on either an effective interest method or straight-line basis over the life of the related debt. Unamortized deferred finance charges of $705 and $800 relating to the OBS ABL Facility (as defined in Note 8, “Debt”) are included in other assets in the condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016, respectively. Unamortized deferred financing charges of $9,502 and $10,421 relating to the OBS Term Loan (as defined in Note 8, “Debt”) and $942 and $1 ,414 relating to the Unsecured Senior Notes are included in long-term debt (reflecting the adoption of ASU No. 2015-03 discussed below) in the condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016, respectively. Interest expense relating to the amortization of deferred financing charges amounted to $1,334 and $1,686 for the three months ended March 31, 2017 and 2016, respectively. |
Concentration of Credit Risk | Concentration of Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk are voyage receivables due from charterers. During the three months ended March 31, 2017, the Company had two individual customers who accounted for 17% and 13% , respectively, of its revenues. |
Vessels lives | Vessel Lives —The carrying value of each of the Company’s vessels represents its original cost at the time it was delivered or purchased less depreciation calculated using estimated useful lives from the date such vessel was originally delivered from the shipyard or from the date (as in the case of certain of the Company’s ATBs) a vessel was rebuilt. A vessel’s carrying value is reduced to its new cost basis (i.e., its current fair value) if a vessel impairment charge is recorded. If the estimated economic lives assigned to the Company’s vessels prove to be too long because of new regulations, the continuation of weak markets, the broad imposition of age restrictions by the Company’s customers, or other future events, it could result in higher depreciation expense and impairment losses in future periods related to a reduction in the useful lives of any affected vessels. |
Impairment of long-lived assets | Impairment of long-lived asset s —The carrying amounts of long-lived assets held and used by the Company are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular asset may not be fully recoverable. In such instances, an impairment charge would be recognized if the estimate of the undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than the asset’s carrying amount. This assessment is made at the individual vessel level since separately identifiable cash flow information for each vessel is available. The impairment charge, if any, would be measured as the amount by which the carrying amount of a vessel exceeded its fair value. A long-lived asset impairment charge results in a new cost basis being established for the relevant long-lived asset. |
Intangible assets | Intangible assets —Intangible assets with estimable useful lives are amortized over their estimated useful lives and are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible may be impaired. |
Income taxes | Income Taxes —The Company’s quarterly income tax (provision)/benefit and its corresponding annual effective tax rate are based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. For interim financial reporting, the Company estimates the annual effective tax rate based on projected taxable income for the full year and records a quarterly tax provision or benefit in accordance with the expected annual effective tax rate. As the year progresses, the Company refines the estimates of the year’s taxable income as new information becomes available, including year-to-date financial results. This continual estimation process often results in a change to our expected annual effective tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date income tax provision reflects the expected annual effective tax rate. Significant judgment is required in determining the Company’s annual effective tax rate and in evaluating the Company’s tax positions. |
Segment information | Segment information — Operating segments are defined as components of an enterprise that engage in business activities. The Company has determined that it operates its business as a single segment as its chief operating decision maker and its management team make decisions about resource allocations and review and measure the Company’s results as one line of business with similar regulatory requirements, customers and commodities transported. |
Recently adopted / issued accounting standards | Recently Adopted Accounting Standards In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASC 205) , which explicitly requires management to assess an entity’s ability to continue as a going concern and disclose going concern uncertainties in connection with each annual and interim period. The new standard requires management to assess if there is substantial doubt about an entity’s ability to continue to meet its obligations within one year after the reporting date based upon management’s consideration of relevant conditions that are known (and reasonably knowable) at the issuance date. The new standard defines substantial doubt and provides example indicators. Disclosures will be required if conditions give rise to substantial doubt. However, management will need to assess if its plans will alleviate substantial doubt to determine the specific disclosures. The new standard will be effective for all entities in the first annual period ending after December 15, 2016. The Company has adopted this standard effective January 1, 2017. Management does not expect the adoption of this accounting standard to have any impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (ASC 718) , which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification in the statement of cash flows. The standard is effective for annual periods beginning after December 31, 2016 and interim periods within that reporting period. The Company has adopted this standard effective January 1, 2017 and has applied the accounting prospectively. Prior periods have not been adjusted. As a result of the adoption of this accounting standard, effective January 1, 2017, the Company elected to account for forfeitures of share-based payments as they occur. The adoption of this accounting policy had no impact on the Company’s consolidated financial statements since management’s estimate of the forfeiture rate on share-based payment awards granted prior to January 1, 2017 was zero. The impact of the adoption of this accounting standard resulted in the recording of $905 of tax expense for the three month period ended March 31, 2017. Recently Issued Accounting Standards In March 2017, the FASB issued ASU 2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , that will change how employers that sponsor defined benefit pension and/or other postretirement benefit plans present the net periodic benefit cost in the income statement. Under ASU 2017-07, employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. Only the service cost component will be eligib le for capitalization in assets. Additionally, employers will present the other components of the net periodic benefit cost separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. These components will not be eligible for capitalization in assets. The guidance is effective for interim and an nual periods beginning after December 15, 2017 and early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. The guidance provides a practical expedient for disaggregating the service cost component and other components for comparative periods. The Company will adopt this standard during the first interim period beginning after December 31, 2017 and does not expect it to have a material impact on its financial statements. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments ( ASC 230 ), which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of the ASU is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic with respect to (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon debt; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle. The standard will be effective for interim and annual periods beginning after December 31, 2017 and early adoption is permitted. The guidance requires application using a retrospective transition method. Management is currently reviewing the impact of the adoption of this accounting standard on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842) , which requires lessees to recognize most leases on the balance sheet. This is expected to increase both reported assets and liabilities. For public companies, the standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2018, although early adoption is permitted. Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. Management is analyzing the impact of the adoption of this guidance on the Company’s consolidated financial statements, including assessing changes that might be necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting. Management expects that the Company will recognize substantial increases in reported amounts for property, plant and equipment and related lease liabilities upon adoption of the new standard. As of March 31, 2017, the contractual obligations for the Company’s leased vessels was approximately $322,000 . In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASC 606 ) to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. Subsequent to the May 2014 issuance, several clarifications and updates have been issued on this topic. The revenue standard contains principles that an entity will apply to determine the measurement and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. For public companies, the revenue standard is effective for the first interim period within annual reporting periods beginning after December 15, 2017. Reporting entities may choose to adopt the standard as of the original effective date. The requirements of this standard include an increase in required disclosures. Management will apply the modified retrospective transition method and is currently analyzing the impact of the adoption of this guidance on the Company’s consolidated financial statements, including assessing changes that might be necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting. |
Chapter 11 Filing and Emergen25
Chapter 11 Filing and Emergence from Bankruptcy (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
CHAPTER 11 FILING & EMERGENCE FROM BANKRUPTCY [Abstract] | |
Schedule of Reorganization Items Net | Reorganization items net, represent amounts incurred subsequent to the Petition Date as a direct result of the filing of our Chapter 11 cases and are comprised of the following: Three Months Ended March 31, 2017 2016 Trustee fees $ 5 $ 30 Professional fees 230 283 Litigation settlement, net - (20,359) Litigation settlement due to class action plaintiffs - 2,136 $ 235 $ (17,910) |
Earnings per Common Share (Tabl
Earnings per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings per Common Share [Abstract] | |
Components of Calculation of Earnings Per Share | The components of the calculation of basic earnings per share and diluted earnings per share are as follows: Three Months Ended March 31, 2017 2016 Income/(loss) from continuing operations $ 5,429 $ (8,698) Income/(loss) from discontinued operations - 59,437 Net income $ 5,429 - $ 50,739 Weighted average common shares outstanding: Class A common stock - basic 87,908,032 94,737,606 Class A common stock - diluted 88,179,855 94,741,560 Class B common stock - basic and diluted - 1,319,970 Reconciliation of numerator of the basic and diluted earnings per share computations are as follows: Three Months Ended March 31, 2017 2016 Income/(loss) from continuing operations allocated to: Class A Common Stockholders $ 5,424 $ (8,570) Class B Common Stockholders (2) - (124) Participating securities (1) 5 (4) $ 5,429 $ (8,698) Income/(loss) from discontinued operations allocated to: Class A Common Stockholders $ - $ 58,561 Class B Common Stockholders (2) - 849 Participating securities (1) - 27 $ - $ 59,437 (1) Aggregate of 2017 income/(loss) from continuing operations allocated to participating securities relates to unvested restricted stock and aggregate of 2016 income/(loss) from discontinued operations allocated to participating securities relates to amounts equivalent to the cash dividends declared. (2) The 2016 income/ ( loss ) allocated to Class B c ommon stockholders includes amounts equivalent to the special cash dividends declared on the Class B common stock shares. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
DISCONTINUED OPERATIONS [Abstract] | |
Schedule of Discontinued Operations | The table below presents statements of operations data for INSW, which has been classified as discontinued operations for the three months ended March 31, 2016. Shipping revenues: Pool revenues $ 90,529 Time and bareboat charter revenues 21,683 Voyage charter revenues 16,463 128,675 Operating expenses: Voyage expenses 3,967 Vessel expenses 35,138 Charter hire expenses 8,215 Depreciation and amortization 19,960 General and administrative 4,286 Spin-off related costs 133 Gain on disposal of vessels and other property, including impairments (172) Total Operating Expenses 71,527 Income from Vessel Operations 57,148 Equity in Income of Affiliated Companies 11,621 Operating Income 68,769 Other Income 1,414 Income before Interest Expense, Reorganization Items and Taxes 70,183 Interest expense 10,742 Income before Reorganization Items and Income Taxes 59,441 Reorganization Items, net - Income before Income Taxes 59,441 Income Tax Provision 4 Net Income $ 59,437 |
Fair Value of Financial Instr28
Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The estimated fair values of the Company’s financial instruments, other than derivatives that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows: Fair Value Level 1 Level 2 March 31, 2017: Cash (1) $ 204,383 $ 204,383 $ - 8.125% notes due 2018 (69,888) - (69,888) OBS Term loan (450,349) - (450,349) 7.5% Election 2 notes due 2021 (310) - (310) 7.5% notes due 2024 (379) - (379) December 31, 2016: Cash (1) $ 206,933 $ 206,933 $ - 8.125% notes due 2018 (84,935) - (84,935) OBS Term loan (442,199) - (442,199) 7.5% Election 2 notes due 2021 (303) - (303) 7.5% notes due 2024 (392) - (392) (1) Includes current and non-current restricted cash aggregating $6,301 and $15,844 at March 31, 2017 and December 31, 2016, respectively. |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The effect of cash flow hedging relationships recognized in other comprehensive income/(loss) excluding amounts reclassified from accumulated other comprehensive loss (effective portion), including hedges of equity method investees, for the three months ended March 31, 2017 and 2016 follows: Three Months Ended March 31, 2017 2016 Interest rate cap of continuing operations $ 148 $ (38) Interest rate cap of discontinued operations - (48) Interest rate swaps of discontinued operations - (11,206) Total $ 148 $ (11,292) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt [Abstract] | |
Schedule of Long-term Debt Instruments | Debt consists of the following: March 31, December 31, 2017 2016 8.125% notes due 2018 , net of unamortized discount and deferred costs of $935 and $1,406 $ 66,184 $ 80,213 OBS term loan, due 2019 , net of unamortized discount and deferred costs of $10,123 and $11,102 445,165 444,186 7.5% Election 2 notes due 2021 , net of unamortized discount and deferred costs of $7 and $8 294 293 7.50% notes due 2024 390 390 Total debt 512,033 525,082 Less current portion 95,177 - Long-term portion $ 416,856 $ 525,082 |
Accumulated Other Comprehensi30
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accumulated Other Comprehensive Loss [Abstract] | |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss, net of related taxes, in the condensed consolidated balance sheets follow: March 31, December 31, As of 2017 2016 Unrealized losses on derivative instruments $ (871) $ (1,019) Items not yet recognized as a component of net periodic benefit cost (pension and other postretirement benefit plans) (7,141) (7,141) $ (8,012) $ (8,160) The following table present the changes in the balances of each component of accumulated other comprehensive loss, net of related taxes, during three month ended March 31, 2017 and 2016: 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 January 1, 2017 $ (1,019) $ (7,141) $ (8,160) Current period change, excluding amounts reclassified from accumulated other comprehensive income (86) - (86) Amounts reclassified from accumulated other comprehensive income 234 - 234 Total change in accumulated other comprehensive income 148 - 148 Balance as of March 31, 2017 $ (871) $ (7,141) $ (8,012) Balance as of January 1, 2016 $ (54,620) $ (18,841) $ (73,461) Current period change, excluding amounts reclassified from accumulated other comprehensive income (11,265) 355 (10,910) Amounts reclassified from accumulated other comprehensive income 4,300 - 4,300 Capital Effects of INSW Spin - Discontinued Operations 60,363 10,280 70,643 Total change in accumulated other comprehensive loss 53,398 10,635 64,033 Balance as of March 31, 2016 $ (1,222) $ (8,206) $ (9,428) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Charters-Out [Member] | |
Lease [Abstract] | |
Operating Leases of Lessee Disclosure | The future minimum revenues, before reduction for brokerage commissions, expected to be received on noncancelable time charters and certain contracts of affreightment (“COAs”) for which minimum annual revenues can be reasonably estimated and the related revenue days (calendar days, less days on which vessels are not available for employment due to repairs, drydock or lay-up) are as follows: At March 31, 2017 Amount Revenue Days 2017 $ 193,765 3,526 2018 153,172 2,172 2019 78,508 938 2020 43,678 531 2021 26,644 324 Thereafter 108,199 1,251 Net minimum lease receipts $ 603,966 8,742 |
Property Subject to Operating Lease [Member] | Bareboat Charters-In [Member] | |
Lease [Abstract] | |
Schedule of Property Subject to or Available for Operating Lease | The future minimum commitments and related number of operating days under these operating leases are as follows: Bareboat Charters-in: At March 31, 2017 Amount Operating Days 2017 $ 68,978 2,750 2018 91,457 3,650 2019 111,819 3,470 2020 9,168 366 2021 9,143 365 Thereafter 31,864 1,272 Net minimum lease payments $ 322,429 11,873 |
Severance Costs (Tables)
Severance Costs (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Severance Costs [Abstract] | |
Activity in Reserves for Severance Arrangements | Activity relating to the reserves for the severance arrangements incurred during the three months ended March 31, 2017 is summarized as follows: Balance as of January 1, 2017 $ 7,694 Utilized (5,475) Balance at March 31, 2017 $ 2,219 |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) | Nov. 30, 2016shares | Jun. 13, 2016 | Mar. 31, 2017 |
Schedule of Equity Method Investments [Line Items] | |||
Description of reverse stock split | on June 2, 2016 the Board approved an amendment (the "Reverse Split Amendment") to the Company's Amended and Restated Certificate of Incorporation. The Reverse Split Amendment effected a one (1) for six (6) reverse stock split and corresponding reduction of the number of authorized shares of common stock, par value $0.01 per share (the "Reverse Split"). The Reverse Split Amendment became effective on June 13, 2016 | ||
Description of stock conversion | effective May 27, 2016, all Class B common shares and Class B warrants automatically converted into one Class A common share and one Class A warrant, respectively | ||
Stock split conversion ratio | 0.16667 | ||
Common Class A and Common Class B [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Dividends payable, date of record | Dec. 3, 2015 | ||
Dividends payable, date to be paid | Dec. 17, 2015 | ||
Share ratio issued as dividend | 0.10% | ||
Common Stock [Member] | International Seaways Incorporated [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Shares received pursuant to spinoff | 0.3333 | ||
Warrants Related to Spinoff [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Shares received pursuant to spinoff | 0.063327 | ||
Warrants Related to Spinoff [Member] | International Seaways Incorporated [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Shares received pursuant to spinoff | 0.3333 |
Chapter 11 Filing and Emergen34
Chapter 11 Filing and Emergence from Bankruptcy (Narrative) (Details) - USD ($) $ in Thousands | Apr. 05, 2016 | Feb. 12, 2016 | Feb. 28, 2017 | May 31, 2016 | Mar. 31, 2017 | Jun. 30, 2016 | Mar. 31, 2016 |
Chapter 11 Filing Going Concern and Other Related Matters [Line Items] | |||||||
Litigation settlement, received (paid) | $ 20,359 | ||||||
Payments for restructuring | $ 25 | 526 | |||||
Bankruptcy proceedings, date petition for bankruptcy filed | Nov. 14, 2012 | ||||||
Bankruptcy proceedings, court where petition was filed | U.S. Bankruptcy Court for the District of Delaware | ||||||
Plan of reorganization, date plan is effective | Aug. 5, 2014 | ||||||
Litigation settlement due to class action plaintiffs | $ 2,136 | ||||||
Proskauer Action [Member] | |||||||
Chapter 11 Filing Going Concern and Other Related Matters [Line Items] | |||||||
Litigation recovery percentage expected to be disbursed to the class action plaintiffs | 15.00% | 15.00% | |||||
Litigation settlement, received (paid) | $ (2,136) | $ 20,359 | $ (2,136) | ||||
Net litigation recovery | 14,242 | ||||||
Proskauer Action [Member] | Common Class B [Member] | |||||||
Chapter 11 Filing Going Concern and Other Related Matters [Line Items] | |||||||
Special dividend | $ 1,337 | ||||||
Proskauer Action [Member] | Common Class B [Member] | Class B Warrant [Member] | |||||||
Chapter 11 Filing Going Concern and Other Related Matters [Line Items] | |||||||
Litigation recovery percentage expected to be disbursed to the class action plaintiffs | 10.00% | ||||||
Reorganization items | $ 1,423 | ||||||
Litigation settlement due to class action plaintiffs | $ 86 | ||||||
SEC Investigation [Member] | |||||||
Chapter 11 Filing Going Concern and Other Related Matters [Line Items] | |||||||
Litigation settlement, received (paid) | $ (5,000) | ||||||
Payments for legal settlements | $ 5,000 |
Chapter 11 Filing and Emergen35
Chapter 11 Filing and Emergence from Bankruptcy (Reorganization Items, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Liabilities Subject To Compromise And Reorganization Items [Line Items] | ||
Trustee fees | $ 5 | $ 30 |
Professional fees | 230 | 283 |
Litigation Settlement, net | (20,359) | |
Litigation settlement due to class action plaintiffs | 2,136 | |
Reorganization Items, Total | $ 235 | $ (17,910) |
Significant Accounting Polici36
Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash and cash equivalents | $ 554 | $ 5,576 | |
Amortization of financing costs | 1,334 | $ 1,686 | |
Income tax expense (benefit) | 3,569 | $ 33,235 | |
Contractual obligation | 322,000 | ||
OBS Facilities [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash and cash equivalents | 5,747 | 10,268 | |
OBS ABL Facility [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Deferred finance costs, gross | 705 | 800 | |
OBS Term Loan [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Deferred finance costs, gross | 9,502 | 10,421 | |
Unsecured Senior Notes Due In 2013, 2018 and 2024 [Member]. | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Deferred finance costs, gross | $ 942 | $ 1,414 | |
Shipping Revenues [Member] | Customer One [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 17.00% | ||
Shipping Revenues [Member] | Customer Two [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 13.00% | ||
Accounting Standards Update 201609 [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Income tax expense (benefit) | $ 905 |
Earnings per Common Share (Narr
Earnings per Common Share (Narrative) (Details) | Jun. 13, 2016 | Mar. 31, 2017$ / sharesshares | Mar. 31, 2016shares |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 706,379 | 498,003 | |
Dilutive awards | 271,823 | 3,954 | |
Description of reverse stock split | on June 2, 2016 the Board approved an amendment (the "Reverse Split Amendment") to the Company's Amended and Restated Certificate of Incorporation. The Reverse Split Amendment effected a one (1) for six (6) reverse stock split and corresponding reduction of the number of authorized shares of common stock, par value $0.01 per share (the "Reverse Split"). The Reverse Split Amendment became effective on June 13, 2016 | ||
Description of stock conversion | effective May 27, 2016, all Class B common shares and Class B warrants automatically converted into one Class A common share and one Class A warrant, respectively | ||
Stock split conversion ratio | 0.16667 | ||
Common Class A [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Participating securities, distributed and undistributed earnings (loss), diluted | 74,201 | 42,457 | |
Common stock, shares, outstanding | 73,766,047 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||
Common Class A [Member] | Employee Stock Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities | 524,429 | 587,607 | |
Common Class A [Member] | Restricted Stock Units (RSUs) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities | 531,488 | 493,043 | |
Common Class B [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Participating securities, distributed and undistributed earnings (loss), diluted | 0 | 0 | |
Potentially dilutive securities | 0 | 0 | |
Common Class A and Common Class B [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Share ratio, issued as dividend | 0.10% |
Earnings per Common Share (Calc
Earnings per Common Share (Calculation of EPS) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Earning Per Share [Line Items] | |||
Income/(loss) from continuing operations | $ 5,429 | $ (8,698) | |
Participaint securities, continuing operations | [1] | 5 | (4) |
Income from discontinued operations | 59,437 | ||
Participating securities, discontinued operations | [1] | 27 | |
Net income | 5,429 | 50,739 | |
Common Class A [Member] | |||
Earning Per Share [Line Items] | |||
Income/(loss) from continuing operations | $ 5,424 | (8,570) | |
Income from discontinued operations | $ 58,561 | ||
Weighted average common shares outstanding: | |||
Weighted average common shares outstanding, basic | 87,908,032 | 94,737,606 | |
Weighted average common shares outstanding, diluted | 88,179,855 | 94,741,560 | |
Common Class B [Member] | |||
Earning Per Share [Line Items] | |||
Income/(loss) from continuing operations | [2] | $ (124) | |
Income from discontinued operations | [2] | $ 849 | |
Weighted average common shares outstanding: | |||
Weighted average common shares outstanding, basic | 1,319,970 | ||
Weighted average common shares outstanding, diluted | 1,319,970 | ||
Common stock - basic and diluted | 1,319,970 | ||
Class A Warrant [Member] | |||
Weighted average common shares outstanding: | |||
Class of warrant or right, outstanding | 73,644,841 | ||
[1] | Aggregate of 2017 income/(loss) from continuing operations allocated to participating securities relates to unvested restricted stock and aggregate of 2016 income/(loss) from discontinued operations allocated to participating securities relates to amounts equivalent to the cash dividends declared. | ||
[2] | The 2016 income/(loss) allocated to Class B common stockholders includes amounts equivalent to the special cash dividends declared on the Class B common stock shares. |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
DISCONTINUED OPERATIONS [Abstract] | |
Indirect costs allocated to INSW | $ 3,631 |
Discontinued Operations (Schedu
Discontinued Operations (Schedule of Discontinued Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Shipping Revenues: | ||
Time and bareboat charter revenues | $ 79,767 | $ 98,690 |
Voyage charter revenues | 28,349 | 16,390 |
Shipping revenues | $ 108,116 | 115,080 |
Operating expenses: | ||
Net Income | 59,437 | |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member] | ||
Shipping Revenues: | ||
Pool revenues | 90,529 | |
Time and bareboat charter revenues | 21,683 | |
Voyage charter revenues | 16,463 | |
Shipping revenues | 128,675 | |
Operating expenses: | ||
Voyage expenses | 3,967 | |
Vessel expenses | 35,138 | |
Charter hire expenses | 8,215 | |
Depreciation and amortization | 19,960 | |
General and administrative | 4,286 | |
Spin-off related costs | 133 | |
Gain on disposal of vessels and other property, including impairments | (172) | |
Total Operating Expenses | 71,527 | |
Income from Vessel Operations | 57,148 | |
Equity in Income of Affiliated Companies | 11,621 | |
Operating Income | 68,769 | |
Other Income | 1,414 | |
Income before Interest Expense, Reorganization Items and Taxes | 70,183 | |
Interest expense | 10,742 | |
Income before Reorganization Items and Income Taxes | 59,441 | |
Reorganization Items, net | ||
Income before Income Taxes | 59,441 | |
Income Tax Provision | 4 | |
Net Income | $ 59,437 |
Vessels (Narrative) (Details)
Vessels (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Payments to acquire equipment | $ 58,000 | |
Vessel/Fleet [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gain (loss) on disposition of assets | $ 0 | |
Payments to acquire equipment | $ 0 | $ 0 |
Fair Value of Financial Instr42
Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Interest Rate Cap [Member] | Other Noncurrent Assets [Member] | |||
Fair Value Of Financial Instruments Derivatives And Fair Value Disclousres [Line Items] | |||
Derivative, fair value, net | $ 0 | $ 2 | |
OSG Bulk Ships, Inc (OBS) [Member] | Interest Rate Cap [Member] | |||
Fair Value Of Financial Instruments Derivatives And Fair Value Disclousres [Line Items] | |||
Derivative, notional amount | $ 375,000 | ||
OSG Bulk Ships, Inc (OBS) [Member] | Interest Rate Cap [Member] | Scenario, Plan [Member] | |||
Fair Value Of Financial Instruments Derivatives And Fair Value Disclousres [Line Items] | |||
Derivative, cap interest rate | 2.50% | ||
Maximum [Member] | OSG Bulk Ships, Inc (OBS) [Member] | Interest Rate Cap [Member] | Scenario, Plan [Member] | |||
Fair Value Of Financial Instruments Derivatives And Fair Value Disclousres [Line Items] | |||
Derivative, cap interest rate | 3.00% | ||
Interest Rate Cap [Member] | Interest Expense [Member] | |||
Fair Value Of Financial Instruments Derivatives And Fair Value Disclousres [Line Items] | |||
Effective portion of gain/(loss) reclassified from accumulated other comprehensive loss | $ 234 | $ 28 | |
Fair Value, Inputs, Level 2 [Member] | Interest Rate Cap [Member] | |||
Fair Value Of Financial Instruments Derivatives And Fair Value Disclousres [Line Items] | |||
Derivative, fair value, net | $ 2 |
Fair Value of Financial Instr43
Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures (Fair Value of Financial Instruments Other Than Derivatives) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and cash equivalents | [1] | $ 204,383 | $ 206,933 |
Restricted cash | 6,029 | 7,272 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and cash equivalents | [1] | 204,383 | 206,933 |
8.125% Notes due 2018 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes Payable, Fair Value Disclosure | $ (69,888) | $ (84,935) | |
Debt instrument, interest rate, stated percentage | 8.125% | 8.125% | |
Debt instrument, maturity date | Mar. 30, 2018 | ||
8.125% Notes due 2018 [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes Payable, Fair Value Disclosure | $ (69,888) | $ (84,935) | |
7.50% Notes due 2024 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes Payable, Fair Value Disclosure | $ (379) | $ (392) | |
Debt instrument, interest rate, stated percentage | 7.50% | 7.50% | |
Debt instrument, maturity date | Feb. 15, 2024 | ||
7.50% Notes due 2024 [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes Payable, Fair Value Disclosure | $ (379) | $ (392) | |
7.50% Election 2 Notes due 2021 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes Payable, Fair Value Disclosure | $ (310) | $ (303) | |
Debt instrument, interest rate, stated percentage | 7.50% | 7.50% | |
Debt instrument, maturity date | Feb. 15, 2021 | ||
7.50% Election 2 Notes due 2021 [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes Payable, Fair Value Disclosure | $ (310) | $ (303) | |
OBS Term Loan [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Loans Payable, Fair Value Disclosure | $ (450,349) | (442,199) | |
Debt instrument, maturity date | Aug. 5, 2019 | ||
OBS Term Loan [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Loans Payable, Fair Value Disclosure | $ (450,349) | (442,199) | |
Corporate, Non-Segment [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Restricted cash | $ 6,301 | $ 15,844 | |
[1] | Includes current and non-current restricted cash aggregating $6,301 and $15,844 at March 31, 2017 and December 31, 2016, respectively. |
Fair Value of Financial Instr44
Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures (Effect of Cash Flow Hedging Relationships) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Unrealized losses on derivative instruments | $ 148 | $ (11,292) |
Interest Rate Cap Continuing Operations [Member] | ||
Unrealized losses on derivative instruments | $ 148 | (38) |
Interest Rate Cap Discontinued Operations [Member] | ||
Unrealized losses on derivative instruments | (48) | |
Interest Rate Swap Discontinued Operations [Member] | ||
Unrealized losses on derivative instruments | $ (11,206) |
Debt (Exit Financing Facilities
Debt (Exit Financing Facilities) (Narrative) (Details) - USD ($) | May 16, 2016 | Aug. 05, 2014 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 512,033,000 | $ 525,082,000 | |||
Long-term debt, current maturities | $ 95,177,000 | ||||
Notes, Term Loans and Election Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt, weighted average interest rate | 5.69% | 5.75% | |||
Exit Financing Facilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest expense, debt | $ 7,251,000 | $ 9,114,000 | |||
OBS Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 445,165,000 | $ 444,186,000 | |||
Debt instrument, amortization, quarterly percentage of original principal amount | 1.00% | ||||
Repayments of debt | $ 20,000,000 | ||||
Debt instrument, convenant threshold related to net cash proceeds from asset sales | $ 5,000,000 | ||||
Long-term debt, current maturities | 29,000,000 | ||||
Threshold amounts available for parent | $ 93,592,000 | ||||
Debt instrument, maturity date | Aug. 5, 2019 | ||||
Interest paid | $ 6,042,000 | $ 8,341,000 | |||
Debt instrument, additional mandatory prepayments, percentage | 50.00% | ||||
OBS ABL Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | Feb. 5, 2019 | ||||
Secured Debt [Member] | OBS Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 603,000,000,000 | ||||
Long-term debt | $ 603,000,000 | ||||
Secured Debt [Member] | OBS ABL Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 75,000,000,000 | ||||
Long-term debt | $ 0 |
Debt (Unsecured Senior Notes) (
Debt (Unsecured Senior Notes) (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Repayments of unsecured debt | $ 23,879 | ||
7.50% Notes due 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate, stated percentage | 7.50% | 7.50% | |
8.125% Notes due 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Repayments of unsecured debt | $ 14,500 | ||
Debt instrument, interest rate, stated percentage | 8.125% | 8.125% | |
Loss on repurchase of debt | $ (937) | ||
Write off of deferred debt issuance cost | 212 | ||
Interest expense, debt | 1,871 | 2,786 | |
Interest paid, net | $ 3,286 | $ 4,869 |
Debt (Composition of Debt) (Det
Debt (Composition of Debt) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Long-term debt | $ 512,033 | $ 525,082 |
Less current portion | 95,177 | |
Long-term portion | 416,856 | 525,082 |
8.125% Notes due 2018 [Member] | ||
Long-term debt | 66,184 | 80,213 |
Debt instrument, unamortized discount | $ 935 | $ 1,406 |
Debt instrument, interest rate, stated percentage | 8.125% | 8.125% |
Debt instrument, maturity date | Mar. 30, 2018 | |
OBS Term Loan [Member] | ||
Long-term debt | $ 445,165 | $ 444,186 |
Less current portion | 29,000 | |
Debt instrument, unamortized discount | $ 10,123 | 11,102 |
Debt instrument, maturity date | Aug. 5, 2019 | |
7.50% Election 2 Notes due 2021 [Member] | ||
Long-term debt | $ 294 | 293 |
Debt instrument, unamortized discount | $ 7 | $ 8 |
Debt instrument, interest rate, stated percentage | 7.50% | 7.50% |
Debt instrument, maturity date | Feb. 15, 2021 | |
7.50% Notes due 2024 [Member] | ||
Long-term debt | $ 390 | $ 390 |
Debt instrument, interest rate, stated percentage | 7.50% | 7.50% |
Debt instrument, maturity date | Feb. 15, 2024 | |
Notes, Term Loans and Election Notes [Member] | ||
Debt, weighted average interest rate | 5.69% | 5.75% |
Taxes (Narrative) (Details)
Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | |||
Income tax provision | $ 3,569 | $ 33,235 | |
Effective income tax rate reconciliation, percent | 40.00% | 135.00% | |
Reserve for uncertain tax positions | $ 3,152 | $ 3,129 | $ 3,129 |
Operating loss carryforwards | $ 783 | ||
Unrecognized tax benefits, interest on income taxes accrued | $ 760 | ||
Minimum [Member] | |||
Income Tax Contingency [Line Items] | |||
Income tax examination, year under examination | 2,012 | ||
Maximum [Member] | |||
Income Tax Contingency [Line Items] | |||
Income tax examination, year under examination | 2,015 |
Related Parties (Narrative) (De
Related Parties (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Other income (expense) | $ (668) | $ 1,158 | |
Income from discontinued operations | 59,437 | ||
Distributions received | 72,000 | ||
Dividends received | 3,657 | $ 3,789 | |
Transition Services and Separation and Distribution and Employee Matters Agreements [Member] | |||
Accounts receivable, related parties, current | 595 | $ 683 | |
Transition Services Agreement [Member] | |||
Accounts receivable, related parties, current | 77 | ||
Accounts payable, related parties, current | 55 | ||
Qatar Gas Transport Company Limited Nakilat Joint Venture [Member] | |||
Guarantor obligations, maximum exposure, undiscounted | 87,600 | ||
Guarantor obligations, current carrying value | 0 | ||
LNG Joint Venture [Member] | |||
Annual fee from related party | 125 | ||
Other income (expense) | 31 | ||
FSO Asia and Africa [Member] | Euronav Nv Joint Venture [Member] | |||
Guarantor obligations, maximum exposure, undiscounted | 30,805 | $ 38,789 | |
Guarantor obligations, current carrying value | $ 0 |
Capital Stock and Stock Compe50
Capital Stock and Stock Compensation (Narrative) (Details) | Mar. 23, 2017USD ($) | Nov. 30, 2016shares | Jun. 13, 2016 | Mar. 31, 2017$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Description of reverse stock split | on June 2, 2016 the Board approved an amendment (the "Reverse Split Amendment") to the Company's Amended and Restated Certificate of Incorporation. The Reverse Split Amendment effected a one (1) for six (6) reverse stock split and corresponding reduction of the number of authorized shares of common stock, par value $0.01 per share (the "Reverse Split"). The Reverse Split Amendment became effective on June 13, 2016 | ||||
Description of stock conversion | effective May 27, 2016, all Class B common shares and Class B warrants automatically converted into one Class A common share and one Class A warrant, respectively | ||||
Stock split conversion ratio | 0.16667 | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares paid for tax withholding for share based compensation | 20,757 | ||||
Shares paid for tax withholding for share based compensation, per share amount | $ / shares | $ 14.81 | ||||
Restricted Stock Units (RSUs) [Member] | Senior Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested, other than options | $ | $ 2,856 | ||||
Time Based Restricted Stock [Member] | Senior Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | 119,853 | ||||
Granted, per share | $ / shares | $ 11.82 | ||||
Performance Based Restricted Units [Member] | Senior Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | 63,532 | ||||
Vesting period | 3 years | ||||
Performance Based Restricted Units [Member] | Senior Officers [Member] | Share-based Compensation Award, Tranche One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 50.00% | ||||
Performance Based Restricted Units [Member] | Senior Officers [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 50.00% | ||||
RSU related to ROIC and TSR [Member] | Senior Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional shares available for grant | 95,294 | ||||
RSUs related to ROIC [Member] | Senior Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional shares available for grant | 47,647 | ||||
RSUs related to TSR [Member] | Senior Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, per share | $ / shares | $ 4.04 | ||||
Additional shares available for grant | 47,647 | ||||
Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants, options, per share | $ / shares | $ 1.89 | ||||
Employee Stock Option [Member] | Senior Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, options | 135,804 | ||||
Options, exercisable price | $ / shares | $ 4.04 | ||||
Common Class A [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock repurchased during period, shares | 76,817 | ||||
Stock repurchaed during period, per share amount | $ / shares | $ 12.64 | ||||
Stock repurchased during period, value | $ | $ 971,000 | ||||
Stock issued during period, shares, conversion of convertible securities | 3,209,648 | 1,512,594 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||
Common Class B [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock issued during period, shares, conversion of convertible securities | 7,833 | ||||
Common Class A and Common Class B [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share ratio issued as dividend | 0.10% | ||||
Management Incentive Compensation Plan [Member] | Time Based Restricted Stock [Member] | Senior Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | 165,010 | ||||
Granted, per share | $ / shares | $ 4.04 | ||||
Management Incentive Compensation Plan [Member] | Performance Based Restricted Units [Member] | Senior Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | 119,853 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Each performance stock unit represents a contingent right to receive RSUs based upon the covered employees being continuously employed through the end of the period over which the performance goals are measured and shall vest as follows: (i) one-third of the target RSUs shall vest on December 31, 2018, subject to OSG's three-year earnings per share ("EPS") performance in the three-year EPS performance period relative to a compounded annual growth rate (the "EPS Target") set forth in the award agreements; (ii) one-third of the target RSUs vest on December 31, 2018, subject to OSG's return on invested capital ("ROIC") performance in the three-year ROIC performance period relative to a target rate (the "ROIC Target") set forth in the award agreements; and (iii) one-third of the target RSUs will be subject to OSG's three-year total shareholder return ("TSR") performance relative to that of a performance peer group over a three-year TSR performance period ("TSR Target"). Vesting is subject in each case to the HRC's certification of achievement of the performance measures and targets no later than March 31, 2019. The EPS Target and ROIC Target are performance conditions which, during 2016, management believed, were not yet considered probable of being achieved. Accordingly, for financial reporting purposes, no compensation costs will be recognized for these awards until it becomes probable that the performance conditions will be achieved. | ||||
Management Incentive Compensation Plan [Member] | Performance Based Restricted Units [Member] | Management [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | 38,547 | ||||
Granted, per share | $ / shares | $ 11.82 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Each performance stock unit represents a contingent right to receive RSUs based upon certain performance related goals being met and the covered employees being continuously employed through the end of the period over which the performance goals are measured. In conjunction with the INSW spinoff transaction, awards granted to former members of OSG senior management that transitioned to INSW were cancelled. The outstanding unvested performance based RSU awards held by the members of senior management that remained with OSG, but who retired from their positions with the Company shortly after the spinoff, were forfeited. The HRC certified the achievement of the performance measures and targets for this award on March 23, 2017, resulting in 2,856 performance based RSUs being deemed to be vested effective December 31, 2016. | ||||
Management Incentive Compensation Plan [Member] | RSUs related to TSR [Member] | Senior Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, per share | $ / shares | $ 11.82 | ||||
Management Incentive Compensation Plan [Member] | Employee Stock Option [Member] | Senior Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, options | 319,069 | ||||
Grants, options, per share | $ / shares | $ 4.74 | ||||
Management Incentive Compensation Plan [Member] | Common Class A [Member] | Employee Stock Option [Member] | Minimum [Member] | Senior Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share Price | $ / shares | $ 11.82 | ||||
Class A Warrant [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock repurchased during period, shares | 24,999,078 | ||||
Stock repurchaed during period, per share amount | $ / shares | $ 12.19 | ||||
Stock repurchased during period, value | $ | $ 56,990,000 | ||||
Conversion of stock, shares converted | 16,931,530 | 8,285,284 | |||
Coversion ratio reflecting reverse stock split | 0.190 | ||||
Class B Warrant [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conversion of stock, shares converted | 46,997 | ||||
Common Stock [Member] | International Seaways Incorporated [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares received pursuant to spinoff | 0.3333 | ||||
Warrants Related to Spinoff [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares received pursuant to spinoff | 0.063327 | ||||
Warrants Related to Spinoff [Member] | International Seaways Incorporated [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares received pursuant to spinoff | 0.3333 |
Accumulated Other Comprehensi51
Accumulated Other Comprehensive Loss (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Loss [Abstract] | ||
Tax expense on unrealized gains on cash flow hedges | $ 84 | $ 27 |
Accumulated Other Comprehensi52
Accumulated Other Comprehensive Loss (Components of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Accumulated Other Comprehensive Loss [Abstract] | ||||
Unrealized losses on derivative instruments | $ (871) | $ (1,019) | $ (1,222) | $ (54,620) |
Items not yet recognized as a component of net periodic benefit cost (pension and other postretirement benefit plans) | (7,141) | (7,141) | (8,206) | (18,841) |
Accumulated other comprehensive loss | $ (8,012) | $ (8,160) | $ (9,428) | $ (73,461) |
Accumulated Other Comprehensi53
Accumulated Other Comprehensive Loss (Changes in Components of AOCI, Net of Related Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Loss [Abstract] | ||
Unrealized losses on cash flow hedges, Beginning Balance | $ (1,019) | $ (54,620) |
Unrealized losses on cash flow hedges, Current period change excluding amounts reclassified from other comprehensive loss | (86) | (11,265) |
Unrealized losses on cash flow hedges, Amounts reclassified from accumulated other comprehensive loss | 234 | 4,300 |
Unrealized gain related to Capital Effects of INSW Spin - Discontinued Operations | 60,363 | |
Unrealized losses on cash flow hedges, Total change in accumulated other comprehensive loss | 148 | 53,398 |
Unrealized losses on cash flow hedges, Ending Balance | (871) | (1,222) |
Items not yet recognized as a component of net periodic benefit cost (pension and other postretirement plans), Beginning Balance | (7,141) | (18,841) |
Items not yet recognized as a component of net periodic benefit cost (pension and other postretirement plans), Current period change excluding amounts reclassified from other comprehensive loss | 355 | |
Items not yet recognized as a component of net periodic benefit cost (pension and other postretirement plans), related to Capital Effects of INSW Spin - Discontinued Operations | 10,280 | |
Items not yet recognized as a component of net periodic benefit cost (pension and other postretirement plans), Total change in accumulated other comprehensive loss | 10,635 | |
Items not yet recognized as a component of net periodic benefit cost (pension and other postretirement plans), Ending Balance | (7,141) | (8,206) |
Beginning Balance | (8,160) | (73,461) |
Current period change excluding amounts reclassified from other comprehensive loss | (86) | (10,910) |
Amounts reclassified from accumulated other comprehensive loss | 234 | 4,300 |
Capital Effects of INSW Spin - Discontinued Operations | 70,643 | |
Total change in accumulated other comprehensive loss | 148 | (6,610) |
Total change in accumulated other comprehensive loss | 64,033 | |
Ending Balance | $ (8,012) | $ (9,428) |
Leases (Narrative) (Details)
Leases (Narrative) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)property | Mar. 31, 2016USD ($) | |
Leases [Line Items] | ||
Reorganization items, total | $ 235 | $ (17,910) |
Interest expense | 9,357 | 11,917 |
Payments for restructuring | 25 | 526 |
Operating leases, rent expense | $ 22,577 | $ 22,842 |
Charter-In [Member] | ||
Leases [Line Items] | ||
Commitments to charter in vessels, Number of Units | property | 10 | |
Charters-Out [Member] | ||
Leases [Line Items] | ||
Operating Leases, Future Minimum Payments Receivable, Current | $ 193,765 | |
Operating Leases, Future Minimum Payments Receivable, in Two Years | 153,172 | |
Operating Leases, Future Minimum Payments Receivable, in Three Years | 78,508 | |
Operating Leases, Future Minimum Payments Receivable, in Four Years | 43,678 | |
Operating Leases, Future Minimum Payments Receivable, in Five Years | 26,644 | |
Operating Leases, Future Minimum Payments Receivable, Thereafter | 108,199 | |
Charters-Out [Member] | Contracts of Affreightment Excluded [Member] | ||
Leases [Line Items] | ||
Operating Leases, Future Minimum Payments Receivable, Current | 16,821 | |
Operating Leases, Future Minimum Payments Receivable, in Two Years | 22,698 | |
Operating Leases, Future Minimum Payments Receivable, in Three Years | 23,031 | |
Operating Leases, Future Minimum Payments Receivable, in Five Years | $ 6,356 |
Leases (Bareboat and Time Chart
Leases (Bareboat and Time Charters-In) (Details) - Bareboat Charters-In [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Leases [Line Items] | |
2,017 | $ 68,978 |
2,018 | 91,457 |
2,019 | 111,819 |
2,020 | 9,168 |
2,021 | 9,143 |
Thereafter | 31,864 |
Net minimum lease payments | $ 322,429 |
2017, operating days | 2750 days |
2018, operating days | 3650 days |
2019, operating days | 3470 days |
2020, operating days | 366 days |
2021, operating days | 365 days |
Thereafter, operating days | 1272 days |
Operating days, total | 11873 days |
Leases (Future Minimum Revenues
Leases (Future Minimum Revenues on Charters-Out) (Details) - Charters-Out [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
2,017 | $ 193,765 |
2,018 | 153,172 |
2,019 | 78,508 |
2,020 | 43,678 |
2,021 | 26,644 |
Thereafter | 108,199 |
Net minimum lease receipts | $ 603,966 |
2017, revenue days | 3526 days |
2018, revenue days | 2172 days |
2019, revenue days | 938 days |
2020, revenue days | 531 days |
2021, revenue days | 324 days |
Thereafter, revenue days | 1251 days |
Revenue Days | 8742 days |
Severance Costs (Activity to Re
Severance Costs (Activity to Reserves for Severance Arrangements) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Activity for the year ended March 31, | |
Beginning Balance | $ 7,694 |
Utilized | (5,475) |
Ending Balance | $ 2,219 |
Contingencies (Narrative) (Deta
Contingencies (Narrative) (Details) - USD ($) $ in Thousands | Apr. 05, 2016 | Mar. 17, 2016 | Feb. 12, 2016 | Aug. 05, 2015 | Aug. 05, 2014 | Feb. 28, 2017 | May 31, 2016 | Mar. 31, 2016 | Aug. 12, 2014 |
Loss Contingencies [Line Items] | |||||||||
Litigation settlement, received (paid) | $ 20,359 | ||||||||
Proskauer Action [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Litigation recovery percentage expected to be disbursed to the class action plaintiffs | 15.00% | 15.00% | |||||||
Litigation settlement, received (paid) | $ (2,136) | $ 20,359 | $ (2,136) | ||||||
SEC Investigation [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Litigation settlement, received (paid) | $ (5,000) | ||||||||
Independent Registered Public Accounting Firm [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Estimated settlement to plaintiffs | $ 1,750 | ||||||||
Former Officers and Directors [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Estimated settlement to plaintiffs | 10,500 | ||||||||
Former Underwriters [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Estimated settlement to plaintiffs | $ 4,000 | ||||||||
Equity Plan [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Litigation settlement amount, received (paid) | $ (7,000) | ||||||||
Equity Plan [Member] | Final Order [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Litigation settlement amount, received (paid) | $ (5,000) | ||||||||
Equity Plan [Member] | Proskauer Action [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Litigation settlement amount, received (paid) | $ (3,000) | ||||||||
Class B Warrant [Member] | Proskauer Action [Member] | Common Class B [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Litigation recovery percentage expected to be disbursed to the class action plaintiffs | 10.00% | ||||||||
Reorganization items | $ 1,423 |