CORRESP Filing
International Seaways, Inc.
Date: July 31, 2025 · CIK: 0001679049 · Accession: 0001104659-25-072693
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-37836
Referenced dates: July 16, 2025
Letter
Division of Corporation Finance Office of Energy and Transportation Attention: Ms. Yong Kim Re: International Seaways, Inc. Form 10-K for the Fiscal Year Ended December 31, Filed February 27, 2025 File No. 001-37836
Dear Ms. Kim and Mr. Hiller:
We have reviewed your letter dated July 16, 2025 (the " Comment Letter ") to Jeffrey D. Pribor, Senior Vice President and Chief Financial Officer of International Seaways, Inc. (" INSW " or the " Company ") setting forth the comments of the staff (the " Staff ") of the Division of Corporation Finance of the Securities and Exchange Commission (the " Commission ") on certain disclosures made in INSW's Annual Report on Form 10-K for the year ended December 31, 2024 (the " 2024 Form 10-K "). Set forth below are the Company's responses to the comments contained in the Comment Letter. The Staff's comments, reproduced in bold text, are followed by responses on behalf of the Company. The responses to the Staff's comments are provided in the order in which the comments were set out in your letter and are numbered correspondingly. Based on our review, we respond as follows:
SEC Comment
Financial Statements
General, page 68
1. We note that while you report outstanding common shares within the Balance Sheets on page 69, and weighted average shares utilized in the basic and diluted EPS computations within the Statements of Operations on page 70, you have not reported share activity along with the corresponding financial activity in the Statements of Changes in Equity on page 73, nor provided disclosures that are sufficiently focused on the changes impacting outstanding share balances in Note 12.
Ms. Kim and Mr. Hiller
July 31, 2025
Page 2
We also note that a reconciliation of the denominators utilized in the EPS computations has not been provided in Note 3 on page 80, and although the numbers of dilutive instruments are quantified, the composition is not readily apparent as would ordinarily be shown following the example in FASB ASC 260-10-55-51.
Please revise your financial statements to clearly disclose the changes impacting the number of shares of outstanding equity securities and to include reconciliations of the denominators utilized in the EPS computations to comply with FASB ASC 505-1050-2 and FASB ASC 260-10-50-1. Please also discuss the reasons that your weighted average outstanding shares measures for 2024 exceed the number of outstanding shares at both the start and end of the period.
INSW Response
The Company acknowledges the Staff's comments and will revise going forward the manner in which it discloses the changes impacting the number of shares of outstanding equity securities and the reconciliation of the denominators utilized in the EPS computations in the notes to its financial statements in future quarterly and annual filings, commencing with the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, by:
(a) Expanding the capital stock and stock compensation disclosures with a tabular presentation of the changes in shares of the Company's common stock for all periods reported in the financial statements. If such tabular presentation had been included in the 2024 Form 10-K it would have appeared as follows:
The following table shows the changes in shares of common stock for 2024, 2023 and 2022:
Common stock outstanding, beginning balances 48,925,562 49,120,648 49,612,019
Common stock issued - vessel acquisitions 623,778 - -
Restricted common stock issued - non-executive directors 21,818 26,878 41,718
Common stock issued - vesting or exercise of share-based compensation 283,537 291,813 668,687
Common stock withheld for employee taxes (158,591 ) (147,294 ) (513,479 )
Restricted common stock forfeited - - (557 )
Common stock repurchased (501,646 ) (366,483 ) (687,740 )
Common stock outstanding, ending balances 49,194,458 48,925,562 49,120,648
(b) Expanding the earnings per common share disclosures to include a tabular reconciliation of the denominators utilized in the EPS computations for all periods reported in the financial statements. If such tabular reconciliation had been included in the 2024 Form 10-K it would have appeared as follows:
Ms. Kim and Mr. Hiller
July 31, 2025
Page 3
The components of the denominator for the calculation of basic and diluted net income per share are as follows:
Years Ended December 31,
Weighted-average common shares outstanding, basic 49,270,496 48,978,452 49,381,459
Dilutive effect of stock options 105,835 121,545 122,599
Dilutive effect of performance-based restricted stock units 173,858 127,623 142,708
Dilutive effect of restricted stock units 129,938 201,347 198,138
Weighted-average common shares outstanding, diluted 49,680,127 49,428,967 49,844,904
Regarding the Staff's request for an explanation of the reasons that the Company's weighted average outstanding shares measures for 2024 exceed the number of outstanding shares at both the start and end of the period, please note the following:
a) As noted in Note 5 on page 86, during the second quarter of 2024, the Company issued a total of 623,778 shares in conjunction with vessel acquisitions, such issuances resulted in an outstanding share balance which exceeded the balance at the start of 2024.
b) Subsequently, the total shares repurchased during 2024, which were 501,646 as noted in Note 12 on page 101, took place in the third quarter of 2024. Such repurchases had the effect of decreasing the balance at the end of 2024 below the weighted average outstanding shares for the 2024 annual period.
Ms. Kim and Mr. Hiller
July 31, 2025
Page 4
SEC Comment
Note 12 – Capital Stock and Stock Compensation, page 100
2. We note that you provide a table on page 104 that is prefaced with language indicating it reflects activity in both restricted common shares and restricted stock units, although the summations indicate the balances represent nonvested shares. We also note the activity includes grants, adjusted to exclude forfeitures of stock units, which you indicate are related to performance targets or service requirements that were not achieved, and are adjusted to exclude vested awards.
Please modify your disclosures to clarify how this activity relates to the activity in your Statements of Changes in Equity on page 73 that is labeled "Forfeitures of vested restricted stock awards and exercised stock options" and if such activity has been properly identified, to describe the circumstances under which vested awards were forfeited. Please also revise the headers to the tables in this section where necessary to correspond precisely with the type of securities or instruments being measured.
Please disaggregate activity pertaining to different types of securities or instruments that are presently combined in the summary tables, or expand your disclosures to discuss your rationale and views on the utility of the combined presentation.
INSW Response
The Company acknowledges the Staff's comment and will revise its disclosure to caption its table as "Share-based Compensation Awards Outstanding," rather than "Nonvested Shares Outstanding" in future annual filings.
In addition, the Company will revise the line in the Statements of Changes in Equity labeled "Forfeitures of vested restricted stock awards and exercised stock options" to "Common stock withheld related to net share settlement of equity awards," which further identifies the nature of the activity that is included in this line, in future quarterly and annual filings, commencing with the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
The difference between (i) the estimated value of the common stock withheld from employees for the net share settlement of equity awards as disclosed on page 102 (derived by multiplying the number of shares withheld/repurchased of 158,591, 147,294 and 513,479 by the average costs of $53.42, $44.09 and $41.79 per share, respectively), and (ii) the amounts disclosed in the "Forfeitures of vested restricted stock awards and exercised stock options" lines of the Statements of Changes in Equity on page 73, represents the dollar value of the common shares withheld from employees to cover the exercise cost of their stock options. As the common shares issued at the exercise of the stock options were simultaneously cancelled to cover the exercise cost of said options, the net impact is appropriately zero in the Statements of Changes in Equity.
Ms. Kim and Mr. Hiller
July 31, 2025
Page 5
(Dollars in Thousands)
Common stock withheld related to net share settlement of equity awards per page 73 $ 7,055 $ 5,819 $ 6,097
Common stock withheld related to net share settlement of equity awards per page 102 8,472 6,494 21,459
$ (1,417 ) $ (675 ) $ (15,362 )
The Company will also disaggregate activity pertaining to the different types of share-based compensation awards in future annual reports commencing with the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as follows:
Activity for the three years ended December 31, Total Restricted Common Stock Time-based Restricted Stock Units Performance-based Restricted Stock Units Stock Options
Share-based Compensation Awards Outstanding at December 31, 2021 1,147,947 87,721 125,119 123,201 811,906
Grants 515,154 41,718 348,846 124,590 -
PRSU Adjustments for above target achievement 16,092 - - 16,092 -
PRSU Cancellations for below target achievement - - - - -
Forfeitures - - - - -
Stock options exercised (1) (541,656 ) - - - (541,656 )
Restricted shares, RSUs and PRSUs Vested ($16.6 - $23.53 per share) (1) (216,889 ) (80,138 ) (62,401 ) (74,350 ) -
Share-based Compensation Awards Outstanding at December 31, 2022 920,648 49,301 411,564 189,533 270,250
Grants 132,658 26,878 52,890 52,890 -
PRSU Adjustments for above target achievement 16,233 - - 16,233 -
PRSU Cancellations for below target achievement (3,641 ) - - (3,641 ) -
Forfeitures - - - - -
Stock options exercised (1) (30,654 ) - - - (30,654 )
Restricted Shares, RSUs and PRSUs Vested ($19.63 - $43.05 per share) (1) (311,004 ) (46,660 ) (186,809 ) (77,535 ) -
Share-based Compensation Awards Outstanding at December 31, 2023 724,240 29,519 277,645 177,480 239,596
Grants 151,974 21,818 82,076 48,080 -
PRSU Adjustments for above target achievement 31,144 - - 31,144 -
PRSU Cancellations for below target achievement - - - - -
Forfeitures - - - - -
Stock options exercised (1) (65,179 ) - - - (65,179 )
Restricted Shares, RSUs and PRSUs Vested ($19.63 - $57.17 per share) (1) (330,186 ) (33,629 ) (140,823 ) (155,734 ) -
Share-based Compensation Awards Outstanding at December 31, 2024 511,993 17,708 218,898 100,970 174,417
(1) Includes 158,591 (2024), 147,294 (2023), and 513,479 (2022) shares of common stock withheld to cover employee withholding taxes and the cost of options exercised in connection with the net settlement of restricted stock units and the exercise of stock options.
Ms. Kim and Mr. Hiller
July 31, 2025
Page 6
The following is a reconciliation of the total of the stock options exercised and RSUs and PRSUs vested lines in the table above to the Common stock issued - vesting or exercise of share-based compensation line in the roll forward of outstanding shares on page 2 of this letter:
Stock options exercised and RSU and PRSUs Vested 395,365 341,658 758,545
Restricted Shares vested (33,629 ) (46,660 ) (80,138 )
PRSUs vested but not issued until following year (155,734 ) (77,535 ) (74,350 )
PRSUs vested in prior year, issued in current year 77,535 74,350 64,630
Common stock issued - vesting or exercise of share-based compensation 283,537 291,813 668,687
* * *
If you have any questions concerning the matters discussed in this letter, please feel free to contact me.
Very truly yours,
s/ JAMES D. SMALL
III
Show Raw Text
CORRESP
1
filename1.htm
600 Third Avenue
39th Floor
New York, NY 10016
USA
Tel:
Fax:
E-mail:
+1 212-251-1199 +1 212-251-1180
jsmall@intlseas.com
James D. Small III
Chief Administrative Officer,
Senior Vice President,
Secretary & General Counsel
July 31, 2025
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Energy and Transportation
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Ms. Yong
Kim
Mr. Karl Hiller
Re:
International Seaways, Inc.
Form 10-K for the Fiscal Year Ended December 31,
2024
Filed February 27, 2025
File No. 001-37836
Dear Ms. Kim and Mr. Hiller:
We have reviewed your letter dated July 16,
2025 (the " Comment Letter ") to Jeffrey D. Pribor, Senior Vice President and Chief Financial Officer of International
Seaways, Inc. (" INSW " or the " Company ") setting forth the comments of the staff (the " Staff ")
of the Division of Corporation Finance of the Securities and Exchange Commission (the " Commission ") on certain disclosures
made in INSW's Annual Report on Form 10-K for the year ended December 31, 2024 (the " 2024 Form 10-K ").
Set forth below are the Company's responses to the comments contained in the Comment Letter. The Staff's comments, reproduced
in bold text, are followed by responses on behalf of the Company. The responses to the Staff's comments are provided in the order
in which the comments were set out in your letter and are numbered correspondingly. Based on our review, we respond as follows:
SEC Comment
Financial Statements
General, page 68
1. We note that while you report outstanding common shares
within the Balance Sheets on page 69, and weighted average shares utilized in the basic
and diluted EPS computations within the Statements of Operations on page 70, you
have not reported share activity along with the corresponding financial activity in the Statements
of Changes in Equity on page 73, nor provided disclosures that are sufficiently focused
on the changes impacting outstanding share balances in Note 12.
Ms. Kim and Mr. Hiller
July 31, 2025
Page 2
We also note that a reconciliation of the denominators
utilized in the EPS computations has not been provided in Note 3 on page 80, and although the numbers of dilutive instruments
are quantified, the composition is not readily apparent as would ordinarily be shown following the example in FASB ASC 260-10-55-51.
Please revise your financial statements to clearly
disclose the changes impacting the number of shares of outstanding equity securities and to include reconciliations of the denominators
utilized in the EPS computations to comply with FASB ASC 505-1050-2 and FASB ASC 260-10-50-1. Please also discuss the
reasons that your weighted average outstanding shares measures for 2024 exceed the number of outstanding shares at both the
start and end of the period.
INSW Response
The Company acknowledges the Staff's comments and will revise
going forward the manner in which it discloses the changes impacting the number of shares of outstanding equity securities and the reconciliation
of the denominators utilized in the EPS computations in the notes to its financial statements in future quarterly and annual filings,
commencing with the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, by:
(a) Expanding the capital stock and stock compensation disclosures with a
tabular presentation of the changes in shares of the Company's common stock for all
periods reported in the financial statements. If such tabular presentation had been included
in the 2024 Form 10-K it would have appeared as follows:
The following table shows the changes in shares of common stock for
2024, 2023 and 2022:
2024
2023
2022
Common stock outstanding,
beginning balances
48,925,562
49,120,648
49,612,019
Common
stock issued - vessel acquisitions
623,778
-
-
Restricted
common stock issued - non-executive directors
21,818
26,878
41,718
Common
stock issued - vesting or exercise of share-based compensation
283,537
291,813
668,687
Common
stock withheld for employee taxes
(158,591 )
(147,294 )
(513,479 )
Restricted
common stock forfeited
-
-
(557 )
Common
stock repurchased
(501,646 )
(366,483 )
(687,740 )
Common stock outstanding, ending
balances
49,194,458
48,925,562
49,120,648
(b) Expanding the earnings per common share disclosures to include a tabular
reconciliation of the denominators utilized in the EPS computations for all periods reported
in the financial statements. If such tabular reconciliation had been included in the 2024
Form 10-K it would have appeared as follows:
Ms. Kim and Mr. Hiller
July 31, 2025
Page 3
The components of the denominator for the calculation of basic and
diluted net income per share are as follows:
Years
Ended December 31,
2024
2023
2022
Weighted-average
common shares outstanding, basic
49,270,496
48,978,452
49,381,459
Dilutive effect of stock options
105,835
121,545
122,599
Dilutive effect of performance-based
restricted stock units
173,858
127,623
142,708
Dilutive effect of restricted
stock units
129,938
201,347
198,138
Weighted-average common shares
outstanding, diluted
49,680,127
49,428,967
49,844,904
Regarding the Staff's request for an explanation of the reasons
that the Company's weighted average outstanding shares measures for 2024 exceed the number of outstanding shares at both
the start and end of the period, please note the following:
a) As noted in Note 5 on page 86, during the second quarter of
2024, the Company issued a total of 623,778 shares in conjunction with vessel acquisitions,
such issuances resulted in an outstanding share balance which exceeded the balance at the
start of 2024.
b) Subsequently, the total shares repurchased during 2024, which were
501,646 as noted in Note 12 on page 101, took place in the third quarter of 2024. Such
repurchases had the effect of decreasing the balance at the end of 2024 below the weighted
average outstanding shares for the 2024 annual period.
Ms. Kim and Mr. Hiller
July 31, 2025
Page 4
SEC Comment
Note 12 – Capital Stock and Stock Compensation, page 100
2. We note that you provide a table on page 104
that is prefaced with language indicating it reflects activity in both restricted common
shares and restricted stock units, although the summations indicate the balances represent
nonvested shares. We also note the activity includes grants, adjusted to exclude forfeitures
of stock units, which you indicate are related to performance targets or service requirements
that were not achieved, and are adjusted to exclude vested awards.
Please modify
your disclosures to clarify how this activity relates to the activity in your
Statements of Changes in Equity on page 73 that is labeled "Forfeitures
of vested restricted stock awards and exercised stock options" and if such activity
has been properly identified, to describe the circumstances under which vested awards were
forfeited. Please also revise the headers to the tables in this section where necessary to
correspond precisely with the type of securities or instruments being measured.
Please disaggregate
activity pertaining to different types of securities or instruments that are presently
combined in the summary tables, or expand your disclosures to discuss your rationale
and views on the utility of the combined presentation.
INSW Response
The Company acknowledges the Staff's comment and will revise
its disclosure to caption its table as "Share-based Compensation Awards Outstanding," rather than "Nonvested Shares
Outstanding" in future annual filings.
In addition, the Company will revise the line in the Statements of
Changes in Equity labeled "Forfeitures of vested restricted stock awards and exercised stock options" to "Common
stock withheld related to net share settlement of equity awards," which further identifies the nature of the activity that
is included in this line, in future quarterly and annual filings, commencing with the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2025.
The difference between (i) the estimated value of the common
stock withheld from employees for the net share settlement of equity awards as disclosed on page 102 (derived by multiplying the
number of shares withheld/repurchased of 158,591, 147,294 and 513,479 by the average costs of $53.42, $44.09 and $41.79 per share, respectively),
and (ii) the amounts disclosed in the "Forfeitures of vested restricted stock awards and exercised stock options" lines
of the Statements of Changes in Equity on page 73, represents the dollar value of the common shares withheld from employees
to cover the exercise cost of their stock options. As the common shares issued at the exercise of the stock options were simultaneously
cancelled to cover the exercise cost of said options, the net impact is appropriately zero in the Statements of Changes in Equity.
Ms. Kim and Mr. Hiller
July 31, 2025
Page 5
(Dollars
in Thousands)
2024
2023
2022
Common stock withheld related to net share settlement
of equity awards per page 73
$ 7,055
$ 5,819
$ 6,097
Common stock withheld related to net
share settlement of equity awards per page 102
8,472
6,494
21,459
$ (1,417 )
$ (675 )
$ (15,362 )
The Company will also disaggregate activity pertaining to the different
types of share-based compensation awards in future annual reports commencing with the Company's Annual Report on Form 10-K
for the year ended December 31, 2025, as follows:
Activity for the three years ended December 31,
2024
Total
Restricted Common
Stock
Time-based Restricted
Stock Units
Performance-based
Restricted Stock Units
Stock Options
Share-based Compensation Awards Outstanding at
December 31, 2021
1,147,947
87,721
125,119
123,201
811,906
Grants
515,154
41,718
348,846
124,590
-
PRSU Adjustments for above target achievement
16,092
-
-
16,092
-
PRSU Cancellations for below target achievement
-
-
-
-
-
Forfeitures
-
-
-
-
-
Stock
options exercised (1)
(541,656 )
-
-
-
(541,656 )
Restricted
shares, RSUs and PRSUs Vested ($16.6 - $23.53 per share) (1)
(216,889 )
(80,138 )
(62,401 )
(74,350 )
-
Share-based Compensation Awards Outstanding
at December 31, 2022
920,648
49,301
411,564
189,533
270,250
Grants
132,658
26,878
52,890
52,890
-
PRSU Adjustments for above target achievement
16,233
-
-
16,233
-
PRSU Cancellations for below target achievement
(3,641 )
-
-
(3,641 )
-
Forfeitures
-
-
-
-
-
Stock
options exercised (1)
(30,654 )
-
-
-
(30,654 )
Restricted
Shares, RSUs and PRSUs Vested ($19.63 - $43.05 per share) (1)
(311,004 )
(46,660 )
(186,809 )
(77,535 )
-
Share-based Compensation Awards Outstanding
at December 31, 2023
724,240
29,519
277,645
177,480
239,596
Grants
151,974
21,818
82,076
48,080
-
PRSU Adjustments for above target achievement
31,144
-
-
31,144
-
PRSU Cancellations for below target achievement
-
-
-
-
-
Forfeitures
-
-
-
-
-
Stock
options exercised (1)
(65,179 )
-
-
-
(65,179 )
Restricted
Shares, RSUs and PRSUs Vested ($19.63 - $57.17 per share) (1)
(330,186 )
(33,629 )
(140,823 )
(155,734 )
-
Share-based Compensation Awards Outstanding
at December 31, 2024
511,993
17,708
218,898
100,970
174,417
(1) Includes 158,591 (2024), 147,294 (2023), and 513,479 (2022) shares of
common stock withheld to cover employee withholding taxes and the cost of options exercised
in connection with the net settlement of restricted stock units and the exercise of stock
options.
Ms. Kim and Mr. Hiller
July 31, 2025
Page 6
The following is a reconciliation of the total of the stock options
exercised and RSUs and PRSUs vested lines in the table above to the Common stock issued - vesting or exercise of share-based compensation
line in the roll forward of outstanding shares on page 2 of this letter:
2024
2023
2022
Stock options exercised
and RSU and PRSUs Vested
395,365
341,658
758,545
Restricted Shares vested
(33,629 )
(46,660 )
(80,138 )
PRSUs
vested but not issued until following year
(155,734 )
(77,535 )
(74,350 )
PRSUs
vested in prior year, issued in current year
77,535
74,350
64,630
Common stock issued - vesting
or exercise of share-based compensation
283,537
291,813
668,687
* * *
If you have any questions concerning the matters
discussed in this letter, please feel free to contact me.
Very truly yours,
s/ JAMES D. SMALL
III
James D. Small III
cc: Jeffrey D. Pribor
Senior Vice President and Chief Financial
Officer, International Seaways
Lois K. Zabrocky
President & CEO, International Seaways
Audit Committee (International Seaways)
Jeffrey D. Karpf
Helena K. Grannis
Cleary Gottlieb Steen & Hamilton LLP