Business Context and Reporting Period
Company: International Seaways, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 23, 2022
Event: Submission of historical financial statements and pro forma financial information related to the merger with Diamond S Shipping Inc. ("Diamond S"). The merger, originally effective July 16, 2021, resulted in Diamond S becoming a wholly-owned subsidiary of International Seaways, Inc.
Key Financial Metrics
This filing serves as a repository for financial data to be incorporated by reference into future Securities Act filings. It does not contain current period revenue, profit, cash flow, or liquidity metrics for International Seaways, Inc. for the period ending December 23, 2022.
The filing references the following attached exhibits containing specific financial data:
- Exhibit 99.1: Unaudited Condensed Consolidated Financial Statements of Diamond S Shipping Inc. as of June 30, 2021, and December 31, 2020, and for the three and six months ended June 30, 2021 and 2020.
- Exhibit 99.2: Unaudited Pro Forma Condensed Combined Financial Information as of June 30, 2021, and for the year ended December 31, 2020, and the six months ended June 30, 2021.
Note: Specific numerical values for revenue, margins, or debt are not present in the text of this 8-K summary; they are contained within the referenced exhibits.
Material Changes
The filing does not report material changes in operations or financial condition for the current reporting period. The primary purpose is to finalize the disclosure of historical and pro forma data regarding the 2021 acquisition of Diamond S Shipping Inc. to satisfy regulatory requirements for incorporation by reference.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no forward-looking guidance, outlook, or management discussion regarding future performance. It is strictly an administrative filing to attach financial exhibits.
Risks and Contingencies: No specific risks or contingencies are disclosed in the text of this report.
Investor Verification Checklist
- Review Exhibit 99.1 for the standalone historical financial performance of Diamond S Shipping Inc. prior to the merger.
- Review Exhibit 99.2 for the pro forma combined financial information to understand the impact of the merger on International Seaways' historical financials.
- Verify that the pro forma adjustments align with the accounting treatment of the business combination.
- Confirm that these exhibits are properly incorporated by reference in subsequent registration statements or prospectuses.