AGM 2021

Jun 2, 2021

Good afternoon. I'm Lois Zabrocki. And as President and Chief Executive Officer of the company and as a Director, I'm pleased to welcome you to our fifth annual meeting of stockholders since we became a public company. I will be serving as the chairperson of the meeting. We are excited to be hosting our second virtual meeting and to offer stockholders the opportunity to attend the meeting through the web portal. As you can see on our agenda, we will conduct the business portion of our meeting first, and then we will answer questions. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible, bearing in mind that some matters may be outside the scope of the meeting. That some matters may be outside the scope of the meeting. Validated stockholders may ask questions in the designated field on the web portal. Please note that we are recording this meeting to enable later playback, but no one else who is attending today's webcast is permitted to record it. The time is now shortly after 2PM Eastern Daylight Savings Time on 06/02/2021. I'm officially calling this meeting to order. At this time, I would like to introduce the other directors and executive officers who are attending today. First, the directors, mister Douglas d Wheat, the chairman of the board of directors, mister Timothy j Burnlore, captain Ian t Blackley, miss Randy e Day, mister David I Greenberg, mister Joseph I Kronzberg, and mister Ty e Wallach. And now to introduce our management team, Mr. Jeffrey D. Prebore, Senior Vice President, Chief Financial Officer and Treasurer of our company. Mr. James D. Small the Third, chief administrative officer, senior vice president, general counsel, and secretary of our company. Mister Derek G. Salon, senior vice president of our company and chief commercial officer. Mister William F. Nugent, senior vice president of our company and head of fleet operations. Mister Adewale O'Shaughty, vice president and controller of our company. Mister Stephen a Stulbaum, head of human resources of our company. Mister David Seaver, head of investor relations at the company. I would also like to recognize the following individuals who are attending the meeting. Mister Jim Redd of American Election Services LLC, who will serve as inspector of election for this meeting. Miss Patty Janasek of Ernst and Young, independent registered public accounting firm of our company for 2020. The time and place of this meeting having been fixed by resolution of the Board of Directors. Stockholders of record at the close of business on 04/19/2021 are entitled to vote at this meeting. I hereby appoint Jim Wright to act as inspector of election at this meeting. Will the inspector please take and file his oath with the secretary? My oath has been filed with the secretary. Yeah. David of Joanne Vogel of Broadridge Financial Solutions, Inc. Attesting to the due distribution of notice of this meeting to each stockholder entitled the notice has been delivered and filed with the records of the company. A copy of the notice of meeting, proxy, and proxy statement have also been delivered and filed with the records of the company. The inspector of election has a complete list showing all of the holders of record of the common stock of the company at the close of business on 04/19/2021, duly certified by Computershare Investor Services, our company's transfer agent and registrar. Proxies received prior to the meeting represent the majority of the shares outstanding and entitled to vote. Accordingly, a quorum is present. Thank you. Since a quorum is present, I declare that the meeting may now proceed with the transaction of the business stated in the notice of the meeting. The polls for each matter on which the stockholders will vote at this meeting are open as of now and will close immediately prior to the inspector's report of the results later in the meeting. I will now present the three proposals to be voted upon. Please note that any stockholder who wishes to comment on the proposals may do so through the web portal during the presentation of the proposals or immediately thereafter. The first proposal is the election of directors. On behalf of the proxy committee, I nominate for directors to hold office until the annual meeting of stockholders in 2022 and until their respective successors are elected and qualified. The following, Douglas d Wheat, Timothy j Burnlord, captain Ian t Blackley, Randy e Day, David I Greenberg, Joseph I Kronberg, Ty e Wallach, Lois k Zabrocki. The second proposal concerns the appointment by the audit committee of the board of directors of Ernst and Young LLP as the company's independent registered public accounting firm for the year 2021 subject to stockholder approval. Ernst and Young served as the independent registered public accounting firm of the company for 2020. On behalf of the audit committee, I move for the adoption of the following resolution by the stockholders of the company. Resolved that the action of the audit committee of the board of directors of this company in appointing Ernst and Young as the company's independent registered public accounting firm for the fiscal year ending 12/31/2021 be, and it hereby is, ratified and approved. The third and final proposal concerns an advisory vote of stockholders of the company on the compensation paid to the named executive officers for 2020 as described in the company's proxy statement. On behalf of the proxy committee, I move for the adoption of the following resolution by the stockholders of the company. Resolved that the stockholders of the company hereby approve in an advisory vote the compensation of the named executive officers for 2020 as described in the compensation discussion and analysis section and in the accompanying compensation tables and narratives in the company's proxy statement for the twenty twenty one Annual Meeting of Stockholders. If any stockholder would like to make a comment regarding any of the proposals and has not already done so, please submit your comment through the web portal at this time. The polls remain open. Any stockholder who has not yet voted or who wishes to change his vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted by telephone or Internet and do not want to change their vote do not need to take any further action. Now that everyone has had the opportunity to vote, I declare the polls for the International Seaways twenty twenty one Annual Meeting closed. I now recognize the inspector of election to report the results. In my capacity as the inspector of election, I report that the company had 28,087,011 shares of common stock outstanding and filed for vote at this close of business on 04/19/2021, the record date of this meeting. That a majority of the outstanding shares are represented by holders present at this meeting in person or by proxy, and that the nominees for election as directors set forth in the company's proxy were elected directors of the company. I will also report that a majority of the outstanding shares were voted in favor of the resolution to ratify the appointment of Ernst and Young LLP as the company's independent risk public accounting firm for the year of 2021 and to approve in an advisory vote the compensation of the named executive officers for 2020 as described in the compensation discussion and analysis section, and then the company compensation tables and narrative in the company's proxy statement for this meeting. And that is all. Hello, sir. You may be on mute. I got it. Can you hear me? Yes. In conformity with the report of the inspector of election, I declare that each of the nominees has been elected as a director for the ensuing year and until his or her successor is elected and qualifies. In addition, resolutions have been adopted. Number one, approving the appointment of Ernst and Young LLP as the company's independent registered public accounting firm for 2021. And number two, approving in an advisory vote the compensation of the named executive officers for 2020 as described in the company's proxy statement for this meeting. I direct the secretary to file with the records of the company the following documents, the oath and report of the inspector of election, the ballots cast at this meeting, the list of stockholders entitled to vote at the meeting, proxies from stockholders presented to the meeting. There being no further business to come before this meeting, I declare this meeting adjourned. I will now give a brief update on the company's performance to date and how we are navigating through the COVID-nineteen crisis. Please turn to Slide two. Here, we include safe harbor language. My comments may include forward looking statements and certain non GAAP financial measures, which are addressed by this disclaimer. In the first quarter, International Seaways was transformed as we took important steps to unlock significant value for our shareholders. This included our accretive merger agreement that will create an industry bellwether with enhanced scale and capabilities. During the quarter, we once again capitalized on an attractive opportunity to further renew our fleet at a cyclical low point for the benefit of shareholders. Turning to Slide three. We review these compelling value creating transactions in our first quarter financial results. Starting with the first bullet, we entered an all stock merger agreement with Diamond S by bringing together two leading US based diversified tanker owners with long term customer relationships and deep cultures of achieving stringent safety and operational standards, we expect to deliver a number of compelling strategic and financial benefits to shareholders and to stakeholders of both companies. The combination of International Seaways and Diamond S will double our net asset value and triple the size of our fleet to 100 vessels. This will create the second largest US listed tanker company by vessel count and the third largest by deadweight. We expect to solidify our power alley in the larger crude segment, which is focused on beef and now supplemented with Suezmaxes and create a power alley in the product carrier sector of MRs. Among other notable benefits, we expect the merger to be accretive to both earnings and cash flow per share with estimated annual cost synergies of $23,000,000 and revenue synergies of $9,000,000 Additionally, we will increase our equity market capitalization and our liquidity, which we anticipate will provide an opportunity for the rerating of our equity valuation. We will also preserve our significant financial strength and maintain one of the lowest net leverage ratios in global shipping. As part of this attractive transaction, we have continued to ensure the return of capital to shareholders. This is highlighted by the $31,500,000 special dividend paid to shareholders immediately prior to completing the merger. We reaffirm our commitment to paying a quarterly dividend and opportunistically executing on our $50,000,000 share repurchase program following the close. Moving to the second bullet, we highlight our agreement to contract to build three LNG fuel VLCCs from top tier Korean shipyard DSME for delivery in early twenty twenty three. These vessels will further execute our balanced and accretive capital allocation strategy. Adding these state of the art vessels, which will have seven year time charters to market leading counterparty Shell provides us with strong stable cash flows, the base rate protecting our downside and a profit sharing that allows for us to capture the upside. Importantly, these tankers are well suited to adhere to future environmental regulations throughout their lives. They are 40% more fuel efficient than a ten year old VLCC and 20% more efficient than a modern eco VLCC. In line with Seaways ESG principles, these are highly efficient ships that surpass today's IMO energy efficiency design index and substantially outperformed the 2025 EEDI targets. Building on our signing of the first sustainability linked refinancing in the industry in early twenty twenty, we're proud to continue to be at the forefront of sustainability initiatives in the maritime sector. Lastly, we believe the addition of these vessels at attractive prices represents a compelling opportunity to once again renew our fleet at the bottom of the cycle. This is consistent with our track record of opportunistically deploying capital for growth since becoming an independent public company more than four years ago. Turning to the final bullet, our first quarter net loss was $13,000,000 or $0.48 per share. In a weakened rate environment where the COVID nineteen virus dampened oil demand and where oil inventory destocking continued, rates were adversely impacted. We generated an adjusted EBITDA of $11,000,000 It's important to note that as of the end of the quarter, we had ample total liquidity of $212,000,000 including $172,000,000 in cash, which is serving us well as we navigate through the trough of the tanker cycle. If you'll turn to Slide four, we provide an update on oil supply and demand. OPEC plus has announced increased production, and Saudi Arabia will roll back the voluntary cuts amounting to an additional 600,000 barrels a day for May, 700,000 additional barrels per day of oil being produced in June and 800,000 barrels per day in July. Based on its April forecast, the IEA estimates 2021 oil demand to be up by 5,700,000 barrels per day. This was an increase of 300,000 barrels per day from their February estimates. And the EIA 2021 demand forecast is even more optimistic. They expect demand to average 97,700,000 barrels per day this year. Consistent with this recovery in demand, the EIA expects global inventories will have fallen by 1,800,000 barrels per day in the 2021. We continue to believe that stock drawdowns are needed to set the stage for a tanker market recovery and combined with the OPEC plus production increases, a surge in demand for oil as the world opens up and vaccinations are administered globally signals improvements in the tanker market. Our positive view of the long term outlook for crude and product tanker demand is one of the major reasons that we're very excited for our merger with Diamond S at this time. On Slide five, we take a look at ship supply. We have mentioned that previously, and it continues to be the case that the overall tanker order book remains at historic lows. This is reflected in the 31 VLCC ordered in 2019, same amount in 2020 and '27 ordered to date this year. We believe that uncertainty regarding the market as well as decarbonization regulations and higher steel input costs as well as increasing new build prices are tempering ordering, particularly for conventional vessels. On the bottom half of the slide, we take a look at the potential for recycling. There are a number of candidates based on the aging global fleet. As you can see in the chart on the right hand side of the slide, nearly 20% of the existing VLCC fleet is now at least seventeen and a half years old with 8% at least twenty years or older. These vessels represent the majority of the VLCC order book. Another nine Versus will reach 20 years of age in 2021. As discussed on prior calls, once the vessel reaches these ages, they are more expensive to operate. As ships reach their ballast water treatment deadlines, even greater capital investment is required to keep them trading. Based on all of these dynamics, the potential for recycling has been building. Only four the current low spot rate environment and the increasing steel prices for recycled vessels. Finally, on Slide six, we discuss International Seaways ESG efforts. At Seaways, we're committed to responsible corporate citizenship with ESG principles at the forefront of our company culture. We continue to prioritize the safe and efficient transportation of energy through diligent and environmentally compliant operations while taking important steps to meet our sustainability goals and to minimize the risk of all forms of pollution. This commitment was highlighted when we became the first New York Stock Exchange listed ship owner and operator to include a sustainability linked pricing mechanism into our credit facilities last year. We also employ active compliance programs for IMO 2020 and won the Namipa Marine Environment Protection Award in 2019. It's important to underscore that we meet and wherever possible exceed compliance with all applicable rules and regulations governing the maritime industry. At the same time, we are continuously working to serve and protect our onshore and at sea professionals. We are proud of the safe, healthy, and secure working conditions we provide for all of our employees. In addition to being a member of the marine anti corps, corruption network, we recently signed the Gulf Of Guinea declaration on suppression of piracy. The Gulf Of Guinea declaration on suppression of piracy, a call to action through a wide range of collective efforts to end piracy urgently. Turning to the third series of bullets, our corporate governance program is consistently recognized by both the capital markets and governance groups as best in class. We have been rated number one among tanker companies for three consecutive years in the annual Weber Research ESG rankings. Six of our eight board members are fully independent, and we have a split nonexecutive chairman and CEO structure. Lastly, in December 2020, the company published our inaugural ESG report of which we look forward to publishing updated version annually. And as we continue implementing our policies and our initiatives, we want to ensure a more sustainable and equitable future for all of our stakeholders. We can now address stockholder questions and comments. If you have not already done so, please enter your question or your comment on the web portal. Please note that only questions germane to our meeting will be addressed. At this time, there are no questions. Thank you, David. As there are no questions or comments, our q and a period will now be finished. Thank you very much for your attendance at our shareholder meeting.