10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2020

or

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to

Commission File Number: 1-38771

DIAMOND S SHIPPING INC.

(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands	98-1480128
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
33 Benedict Place
Greenwich, CT	06830
(Address of principal executive offices)	(Zip Code)

(203) 413-2000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	DSSI	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company ¨
	Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the issuer’s common stock as of August 13, 2020: 40,440,173 shares of common stock, par value $0.001 per share.

DIAMOND S SHIPPING INC. AND SUBSIDIARIES

INDEX

			PAGE
PART I.	FINANCIAL INFORMATION
Item 1	Financial Statements
		Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2020 and December 31, 2019	6
		Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2020 and 2019	7
		Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three and six months ended June 30, 2020 and 2019	8
		Condensed Consolidated Statements of Changes in Equity (Unaudited) for the six months ended June 30, 2020 and 2019	9
		Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2020 and 2019	10
		Notes to Condensed Consolidated Financial Statements (Unaudited)	11
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3	Quantitative and Qualitative Disclosures About Market Risk		34
Item 4	Controls and Procedures		34
PART II.	OTHER INFORMATION
Item 1	Legal Proceedings		34
Item 1A	Risk Factors		34
Item 6	Exhibits		36

2

Special Notice Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, the provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include financial projections, statements of plans and objectives for future operations, statements of future economic performance, and statements of assumptions relating thereto. Forward-looking statements may appear throughout this report, including without limitation, Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are often identified by future or conditional words such as “will,” “plans,” “expects,” “intends,” “believes,” “seeks,” “estimates,” or “anticipates,” or by variations of such words or by similar expressions. There can be no assurance that forward-looking statements will be achieved. By their very nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions, and other important factors that could cause our actual results or conditions to differ materially from those expressed or implied by such forward-looking statements.

The following important factors, and those important factors described elsewhere in this report, could affect (and in some cases have affected) our actual results and could cause such results to differ materially from estimates or expectations reflected in such forward-looking statements:

· the cyclicality of the tanker industry;

· changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates;

· the length and severity of the ongoing novel coronavirus (“COVID-19”) pandemic, including its impact on the demand for seaborne transportation of petroleum products;

· risks related to an oversupply of tanker vessels;

· changes in fuel prices;

· decreases in the market values of tanker vessels;

· risks related to the management of our growth strategy, counterparty risks and customer relations with key customers;

· our ability to meet obligations under time charter agreements;

· dependence on third-party managers and a limited number of customers;

· our liquidity, level of indebtedness, operating expenses, capital expenditures and financing;

· our interest rate swap agreements and credit facilities;

· risk of loss, including potential liability from future litigation and potential costs due to environmental damage, vessel collisions and business interruption; risks related to war, terrorism and piracy;

· risks related to the acquisition, modification and operation of vessels;

· future supply of, and demand for, refined products and crude oil, including relating to seasonality;

· risks related to our insurance, including adequacy of coverage and increased premium payments;

· risks related to tax rules applicable to us;

3

· our ability to clear the oil majors’ risk assessment processes;

· future refined product and crude oil prices and production;

· the carrying values of our vessels and the potential for any asset impairments;

· our ability to maximize the use of our vessels, including the redeployment or disposition of vessels no longer under long-term time charter;

· our continued ability to enter into long-term, fixed-rate time charters with our charterers and to re-charter our vessels as their existing charters expire at attractive rates;

· failure to realize the anticipated benefits of the Merger (as defined herein), including as a result of integrating the businesses;

· failure to maintain effective internal control over financial reporting;

· our ability to implement our business strategy and manage planned growth; and

· other risks and uncertainties disclosed in the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”) under the Exchange Act.

Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk. When considering these forward-looking statements, you should keep in mind the cautionary statements in this report and in our other SEC filings. These forward-looking statements speak only as of the date on which such statements were made, and we undertake no obligation to update these statements, except as required by the federal securities laws. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.

Except to the extent required by applicable law or regulation, we undertake no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

4

Part 1. Financial Information

Item 1. Financial Statements

DIAMOND S SHIPPING INC. AND SUBSIDIARIES
Index to Condensed Consolidated Financial Statements (Unaudited)

	Page
Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019	6
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2020 and 2019	7
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2020 and 2019	8
Condensed Consolidated Statements of Changes in Equity for the six months ended June 30, 2020 and 2019	9
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019	10
Notes to Condensed Consolidated Financial Statements	11

5

DIAMOND S SHIPPING INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets
as of June 30, 2020 and December 31, 2019

(In Thousands, except for share and per share data)

(Unaudited)

	June 30, 2020			December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	118,392		$	83,609
Due from charterers – Net of provision for doubtful accounts of $1,717 and $1,415, respectively		80,663			80,691
Inventories		21,730			32,071
Prepaid expenses and other current assets		13,815			13,179
Total current assets		234,600			209,550
Noncurrent assets:
Vessels – Net of accumulated depreciation of $605,350 and $553,483, respectively		1,821,428			1,865,738
Other property – Net of accumulated depreciation of $737 and $584, respectively		508			642
Deferred drydocking costs – Net of accumulated amortization of $21,505 and $17,975, respectively		35,720			37,256
Restricted cash		5,679			5,610
Advances to Norient pool		1,390			—
Time charter contracts acquired – Net of accumulated amortization of $3,914 and $2,296, respectively		3,486			5,004
Other noncurrent assets		3,543			4,582
Total noncurrent assets		1,871,754			1,918,832
Total	$	2,106,354		$	2,128,382
Liabilities and Equity
Current liabilities:
Current portion of long-term debt	$	134,389		$	134,389
Accounts payable and accrued expenses		37,569			44,062
Deferred charter hire revenue		6,482			1,934
Derivative liability		456			—
Total current liabilities		178,896			180,385
Long-term debt – Net of deferred financing costs of $14,258 and $15,866, respectively		633,468			744,055
Derivative liability		440			—
Total liabilities		812,804			924,440
Commitments and contingencies (Note 15)
Equity:
Common stock, par value $0.001; 100,000,000 shares authorized; issued and outstanding 39,912,877 and 39,890,699 shares at June 30, 2020 and December 31, 2019, respectively		40			40
Treasury stock – at cost; 137,289 shares at June 30, 2020		(1,418	)		—
Additional paid-in capital		1,239,408			1,237,658
Accumulated other comprehensive loss		(896	)		—
Retained earnings (accumulated deficit)		22,189			(68,567	)
Total Diamond S Shipping Inc. equity		1,259,323			1,169,131
Noncontrolling interests		34,227			34,811
Total equity		1,293,550			1,203,942
Total	$	2,106,354		$	2,128,382

See notes to condensed consolidated financial statements.

6

DIAMOND S SHIPPING INC. AND SUBSIDIARIES 

Condensed Consolidated Statements of Operations
for the Three and Six Months Ended June 30, 2020 and 2019 

(In Thousands, except for share and per share data)
(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2020			2019			2020			2019
Revenue:
Spot revenue	$	162,419		$	129,344		$	350,071		$	227,793
Time charter revenue		20,815			19,951			42,888			24,158
Pool revenue		319			—			319			—
Voyage revenue		183,553			149,295			393,278			251,951
Operating expenses:
Voyage expenses		49,349			65,895			124,030			107,473
Vessel expenses		41,738			42,376			83,274			67,177
Depreciation and amortization expense		28,771			29,243			57,531			51,199
General and administrative expenses		7,485			7,320			15,609			13,608
Total operating expenses		127,343			144,834			280,444			239,457
Operating income		56,210			4,461			112,834			12,494
Other (expense) income:
Interest expense		(9,711	)		(13,422	)		(21,087	)		(22,792	)
Other income		3			384			336			901
Total other expense – Net		(9,708	)		(13,038	)		(20,751	)		(21,891	)
Net income (loss)		46,502			(8,577	)		92,083			(9,397	)
Less: Net income (loss) attributable to noncontrolling interest		790			(74	)		1,327			132
Net income (loss) attributable to Diamond S Shipping Inc.	$	45,712		$	(8,503	)	$	90,756		$	(9,529	)
Net earnings (loss) per share – basic	$	1.15		$	(0.21	)	$	2.28		$	(0.28	)
Net earnings (loss) per share – diluted	$	1.14		$	(0.21	)	$	2.26		$	(0.28	)
Weighted average common shares outstanding – basic		39,920,559			39,890,698			39,861,943			33,774,260
Weighted average common shares outstanding – diluted		40,111,348			39,890,698			40,091,647			33,774,260

See notes to condensed consolidated financial statements.

7

DIAMOND S SHIPPING INC. AND SUBSIDIARIES 

Condensed Consolidated Statements of Comprehensive Income (Loss)
for the Three and Six Months Ended June 30, 2020 and 2019
(In Thousands) 

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2020			2019			2020			2019
Net income (loss)	$	46,502		$	(8,577	)	$	92,083		$	(9,397	)
Unrealized loss on cash flow hedges		(896	)		(1,882	)		(896	)		(2,978	)
Other comprehensive loss		(896	)		(1,882	)		(896	)		(2,978	)
Comprehensive income (loss)		45,606			(10,459	)		91,187			(12,375	)
Less: comprehensive income (loss) attributable to noncontrolling interest		790			(74	)		1,327			132
Comprehensive income (loss) attributable to Diamond S Shipping Inc.	$	44,816		$	(10,385	)	$	89,860		$	(12,507	)

See notes to condensed consolidated financial statements.

8

DIAMOND S SHIPPING INC. AND SUBSIDIARIES 

Condensed Consolidated Statements of Changes in Equity
for the Six Months Ended June 30, 2020 and 2019
(In Thousands) 

(Unaudited)

	Common Stock		Treasury Stock			Additional Paid- in Capital			Accumulated Other Comprehensive Loss			(Accumulated Deficit) Retained Earnings			Noncontrolling Interests			Total
Balance – January 1, 2020	$	40	$	—		$	1,237,658		$	—		$	(68,567	)	$	34,811		$	1,203,942
Stock-based compensation		—		—			1,334			—			—			—			1,334
NT Suez Holdco LLC distribution		—		—			—			—			—			(1,568	)		(1,568	)
Shares repurchased		—		(1,418	)		—			—			—			—			(1,418	)
Net income		—		—			—			—			45,044			537			45,581
Balance – March 31, 2020		40		(1,418	)		1,238,992			—			(23,523	)		33,780			1,247,871
Stock-based compensation		—		—			1,109			—			—			—			1,109
NT Suez Holdco LLC distribution		—		—			—			—			—			(343	)		(343	)
Unrealized loss on cash flow hedges		—		—			—			(896	)		—			—			(896	)
Equity awards net settled to cover employee withholding taxes		—		—			(693	)					—			—			(693	)
Net income		—		—			—			—			45,712			790			46,502
Balance – June 30, 2020	$	40	$	(1,418	)	$	1,239,408		$	(896	)	$	22,189		$	34,227		$	1,293,550

	Partners’ Contributions			Common Stock		Additional Paid- in Capital		Accumulated Other Comprehensive Income			Accumulated Deficit			Noncontrolling Interests			Total
Balance – January 1, 2019	$	994,771		$	—	$	2,558	$	4,387		$	(56,477	)	$	34,607		$	979,846
Cumulative effect of accounting change		—			—		—		—			(2,784	)		—			(2,784	)
Merger transaction (Note 3)		(994,771	)		40		1,231,579		—			—			—			236,848
Unrealized loss on cash flow hedges		—			—		—		(1,096	)		—			—			(1,096	)
Net loss (income)		—			—		—		—			(1,026	)		206			(820	)
Balance – March 31, 2019		—			40		1,234,137		3,291			(60,287	)		34,813			1,211,994
Unrealized loss on cash flow hedges		—			—		—		(1,882	)		—			—			(1,882	)
Capital contributions for NT Suez Holdco LLC		—			—		—		—			—			980			980
Stock-based compensation		—			—		861		—			—			—			861
Net loss		—			—		—		—			(8,503	)		(74	)		(8,577	)
Balance – June 30, 2019	$	—		$	40	$	1,234,998	$	1,409		$	(68,790	)	$	35,719		$	1,203,376

See notes to condensed consolidated financial statements.

9

DIAMOND S SHIPPING INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows
for the Six Months Ended June 30, 2020 and 2019
(In Thousands)

(Unaudited)

	For the Six Months Ended June 30,
	2020			2019
Cash flows from Operating Activities:
Net income (loss)	$	92,083		$	(9,397	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense		57,531			51,199
Amortization of deferred financing costs		1,771			1,892
Amortization of time charter hire contracts acquired		1,518			872
Amortization of the realized gain from recouponing swaps		—			(1,377	)
Stock-based compensation expense		2,443			861
Changes in assets and liabilities		6,802			(24,313	)
Cash paid for drydocking		(3,014	)		(7,691	)
Net cash provided by operating activities		159,134			12,046
Cash flows from Investing Activities:
Acquisition costs, net of cash acquired of $16,568		—			(292,683	)
Transaction costs		—			(18,804	)
Payments for vessel additions and other property		(7,481	)		(7,388	)
Net cash used in investing activities		(7,481	)		(318,875	)
Cash flows from Financing Activities:
Borrowings on long-term debt		—			300,000
Principal payments on long-term debt		(67,195	)		(35,496	)
Borrowings on revolving credit facilities		—			56,000
Repayments on revolving credit facilities		(45,000	)		(26,323	)
NT Suez Holdco LLC distribution		(1,911	)		—
Shares repurchased		(1,418	)		—
Cash paid to net settle employee withholding taxes on equity awards		(693	)		—
Proceeds from partners’ contributions in subsidiaries		—			980
Payments for deferred financing costs		(584	)		(6,959	)
Net cash (used in) provided by financing activities		(116,801	)		288,202
Net increase (decrease) in cash, cash equivalents and restricted cash		34,852			(18,627	)
Cash, cash equivalents and restricted cash – Beginning of period		89,219			88,158
Cash, cash equivalents and restricted cash – End of period	$	124,071		$	69,531
Supplemental disclosures:
Cash paid for interest	$	20,538		$	22,075
Unpaid transaction costs in Accounts payable and accrued expenses at the end of the period	$	—		$	280
Unpaid vessel additions in Accounts payable and accrued expenses at the end of the period	$	—		$	2,485

See notes to condensed consolidated financial statements.

10

DIAMOND S SHIPPING INC. AND SUBSIDIARIES 

(In Thousands, except for share and per share data) 

Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. BUSINESS AND BASIS OF PRESENTATION

Business — Diamond S Shipping Inc. (“DSSI”) was formed on November 14, 2018 under the laws of the Republic of the Marshall Islands for the purpose of receiving, via contribution from Capital Product Partners L.P. (“CPLP”), CPLP’s crude and product tanker business and combining that business with the business and operations of DSS Holdings L.P. (“DSS LP”) pursuant to the Transaction Agreement, dated as of November 27, 2018 (as amended, the “Transaction Agreement”), by and among CPLP, DSS LP, DSSI and the other parties named therein. DSS LP was a Cayman Islands limited partnership formed on October 1, 2007.

On March 27, 2019, DSSI and DSS LP and all of its directly-owned subsidiaries (the “DSS LP Subsidiaries”) completed a merger pursuant to the Transaction Agreement. Pursuant to the terms of the Transaction Agreement, on March 27, 2019, the DSS LP Subsidiaries merged with and into DSSI, with DSSI being the surviving corporation in the merger (the “Merger”). DSSI and the DSS LP Subsidiaries are hereinafter referred to collectively as the “Company.”

The Merger was accounted for as a reverse acquisition in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, “Business Combinations” as the DSS LP Subsidiaries are the accounting acquirer for financial reporting purposes. Accordingly, the historical consolidated financial statements of the DSS LP Subsidiaries for periods prior to the Merger are considered to be the predecessor financial statements of the Company. Refer to Note 3 — Merger Transaction for further information.

The Company is a seaborne transporter of crude oil and refined petroleum products, operating in the international shipping industry. As of June 30, 2020, through its wholly-owned subsidiaries, the Company owns and operates 64 tanker vessels: 13 Suezmax crude carriers, one Aframax crude carrier and 50 medium range (“MR”) product carriers. The Company also controls and operates two Suezmax vessels through a joint venture (Refer to Note 5 — Joint Venture Investments).

2. Summary of SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation — The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which includes the accounts of the Company and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Basis of Presentation — The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and operating results have been included in the statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2019 and notes thereto included in the Company’s annual report on Form 10-K (the “2019 Financial Statements”). The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2020.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period for as long as it is available. The Company’s condensed consolidated financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Section 107 of the JOBS Act provides that the decision not to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

11

Cash and Cash Equivalents, and Restricted Cash — The following table provides a reconciliation of Cash and cash equivalents and Restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the condensed consolidated statements of cash flows:

	June 30, 2020		December 31, 2019		June 30, 2019		December 31, 2018
Cash and cash equivalents	$	118,392	$	83,609	$	64,144	$	83,054
Restricted cash		5,679		5,610		5,387		5,104
Total Cash and cash equivalents, and Restricted cash shown in the condensed consolidated statements of cash flows	$	124,071	$	89,219	$	69,531	$	88,158

Amounts included in restricted cash represent those required to be set aside by the $66 Million Facility, as defined in Note 8 below. The restriction will lapse when the related long-term debt is retired.

Revenue and Voyage Expense Recognition — Total voyage revenue includes revenue earned on fixed rate time charters, spot market voyage charters, spot market-related time charters and pools. Pursuant to the new revenue recognition guidance, which was adopted as of January 1, 2019, revenue for spot market voyage charters is recognized ratably over the total transit time of each voyage, which commences at the time the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port.

As a result of the adoption of the new revenue recognition guidance on January 1, 2019, the Company recorded a net increase to the opening accumulated deficit of $2,784 for the cumulative impact of adopting the new guidance. The impact related primarily to the change in accounting for spot market voyage charters. Prior to the adoption of the new guidance, revenue for spot market voyage charters was recognized ratably over the total transit time of the voyage, which previously commenced the later of when the vessel departed from its last discharge port or when an agreement was entered into with the charterer, and ended at the time the discharge of cargo was completed at the discharge port. As a result of the adoption of the new guidance, revenue for spot market voyage charters is now being recognized ratably over the total transit time of the voyage which now begins when the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port. Additionally, the Company has identified that the contract fulfillment costs of spot market voyage charters consist primarily of the fuel consumption that is incurred by the Company from the end of the previous vessel employment until the arrival at the loading port. The fuel consumption during this period is deferred and recorded as deferred voyage costs included in Prepaid expenses and other current assets in the condensed consolidated balance sheet and is amortized ratably over the total transit time of the voyage from arrival at the loading port until the vessel departs from the discharge port and recognized as part of Voyage expenses. Refer also to Note 6 — Prepaid expenses and other current assets.

In time charters, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. These voyage expenses are borne by the Company when engaged in spot market voyage charters. As such, there are significantly higher voyage expenses for spot market voyage charters as compared to time charters.  There are certain other non-specified voyage expenses, such as commissions, which are typically borne by the Company.

Recent Accounting Pronouncements

New accounting standards to be implemented — In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which establishes a comprehensive new lease accounting model. ASU 2016-02 clarifies the definition of a lease, requires a dual approach to lease classification similar to current lease classifications, and causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease term of more than twelve months. For the Company, ASU 2016-02 is effective for annual periods beginning after December 15, 2020, and interim reporting periods within annual reporting periods beginning after December 15, 2021, with early adoption permitted. The most significant effects of adoption relate to the recognition of right-of-use assets and lease liabilities on the balance sheet for operating leases and providing new disclosures about the Company’s leasing activities. The Company is currently analyzing its contracts and will then calculate the right-of-use assets and lease liabilities as of January 1, 2021 based on the present value of the Company’s remaining minimum lease payments, primarily due to the recognition of right-of-use assets and lease liabilities with respect to operating leases.

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In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326)” (“ASU 2016-13”), which amends several aspects of the measurement of credit losses on financial instruments based on an estimate of current expected credit losses. ASU 2016-13 will apply to loans, accounts receivable, trade receivables, other financial assets measured at amortized cost, loan commitments and other off-balance sheet credit exposures. ASU 2016-13 will also apply to debt securities and other financial assets measured at fair value through other comprehensive income. For the Company, ASU 2016-13 is effective for annual periods beginning after December 15, 2020, and interim reporting periods within annual reporting periods beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the potential impact of this pronouncement on the condensed consolidated financial statements.

3. Merger Transaction

As discussed in Note 1, the Company completed a Merger on March 27, 2019. Directly prior to the Merger, the following took place:

· DSSI formed four wholly-owned subsidiaries organized under the laws of the Republic of the Marshall Islands, referred to as “Products Merger Entity,” “Crude Merger Entity,” “Management Merger Entity” and “Surviving Merger Entity.”

· CPLP separated its product and crude tanker businesses into separate lines of subsidiaries and contributed them to DSSI (the “Separation”).

· DSSI issued 12,724,500 additional common shares in connection with the contribution by CPLP.

· In the Separation, CPLP contributed to DSSI (1) CPLP’s crude and product tanker vessels, (2) an amount in cash equal to $10 million and (3) associated inventories.

· On March 27, 2019, CPLP distributed on a pro rata basis all 12,725,000 then-outstanding common shares of DSSI to its unitholders of record as of March 19, 2019 (the “Distribution”).

Immediately following the Distribution, the Merger took place, which is detailed as follows:

· The Pre-Mergers took place:

o DSS Crude Transport Inc., a wholly-owned subsidiary of DSS LP, merged with Crude Merger Entity, with DSS Crude Transport Inc. surviving the merger,

o DSS Products Transport Inc., a wholly-owned subsidiary of DSS LP, merged with Products Merger Entity, with DSS Products Transport Inc. surviving the merger, and

o Diamond S Technical Management LLC, a wholly-owned subsidiary of DSS LP, merged with Management Merger Entity, with Diamond S Technical Management LLC surviving the merger.

· Following the Pre-Mergers and pursuant to the same plan, each of DSS Crude Transport Inc., DSS Products Transport Inc. and Diamond S Technical Management LLC merged with the Surviving Merger Entity, with the Surviving Merger Entity surviving. The Surviving Merger Entity subsequently merged with DSSI, with DSSI surviving.

Pursuant to the Transaction agreement, the CPLP unitholders received 12,725,000 common shares in DSSI, and the DSS LP limited partners received common shares of DSSI that were determined by the factor to which DSS LP’s net asset value is to the net asset value of DSSI immediately after the Distribution, multiplied by the number of shares distributed to CPLP unitholders after the March 27, 2019 effective date. This equated to the DSS LP limited partners receiving 27,165,696 common shares.

The Merger completed on March 27, 2019, and the Company’s common shares commenced trading on the New York Stock Exchange on March 28, 2019.

The Merger was accounted for as a reverse acquisition in accordance with ASC 805, “Business Combinations.” Based on the structure of the Merger and other activities contemplated by the Transaction Agreement, relative outstanding share ownership, the composition of the Company's board of directors and the designation of certain senior management positions of the Company, the DSS LP Subsidiaries are the accounting acquirer for financial reporting purposes.

Further, in accordance with ASU 2017-01, the Merger was determined to be an asset acquisition as substantially all of the fair value of the gross assets acquired is concentrated in a group of similar identifiable assets.

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The consideration transferred, assets acquired, and liabilities assumed are recognized as follows:

Consideration paid and transferred
Cash paid — net of cash received of $16,568	$	292,683
Common stock issued to CPLP		236,848
Transaction costs		20,738
Total consideration paid and transferred	$	550,269
Net assets acquired
Due from charterers	$	4,514
Inventories		6,969
Prepaid expenses and other current assets		1,152
Vessels		537,988
Time charter contracts acquired — assets		7,300
Other noncurrent assets		2,191
Accounts payable and accrued expenses		(7,478	)
Deferred charter hire revenue		(2,367	)
Net assets acquired	$	550,269

Further, as the Merger was determined to be an asset acquisition, the Company recorded the acquired assets and liabilities at the cost of the acquisition, including transaction costs, on the basis of relative fair value. The carrying value of the vessels were recorded in accordance with the principles set forth under ASC Topic 820, “Fair Value Measurement” based upon current market values obtained from at least two independent ship brokers. The time charter contract assets acquired represent an estimate of the fair value of the time charters acquired as of the date of the Merger, and considers the differential between the stated time charter rate and the contracts’ fair value at the time of the Merger.

In connection with the Merger, the incentive units granted under the DSS LP unit incentive plan expired with no value. Further, while the Company is now a public company, management believe that, pursuant to Section 883 of the U.S. Internal Revenue Code of 1986, the income related to vessel operations will continue to be exempt from U.S. federal income tax, although no assurance can be given that the Company will continue to satisfy this statutory exemption from U.S. federal income taxation.

4. Net earnings (Loss) Per Share

The computation of basic net earnings (loss) per share is based on the weighted-average number of common shares outstanding during the reporting period. The computation of diluted net earnings (loss) per share assumes the vesting of nonvested stock awards (refer to Note 14 — Stock-Based Compensation), for which the assumed proceeds upon vesting are deemed to be the amount of compensation cost attributable to future services and are not yet recognized using the treasury stock method, to the extent dilutive. Of the 616,157 and 566,660 nonvested shares and RSUs outstanding as of June 30, 2020 and 2019, 218,248 and 566,660, respectively, were excluded from the computation of diluted net earnings per share because these were anti-dilutive (refer to Note 14 — Stock-Based Compensation).

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2020		2019		2020		2019
Common shares outstanding, basic:
Weighted-average common shares outstanding, basic		39,920,559		39,890,698		39,861,943		33,774,260
Common shares outstanding, diluted:
Weighted-average common shares outstanding, basic		39,920,559		39,890,698		39,861,943		33,774,260
Dilutive effect of restricted stock awards		190,789		—		229,704		—
Weighted-average common shares outstanding, diluted		40,111,348		39,890,698		40,091,647		33,774,260

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5. JOINT VENTURE INVESTMENTS

NT Suez Holdco LLC — In September 2014, the Company formed a joint venture, NT Suez Holdco LLC (“NT Suez”), to purchase two Suezmax newbuildings. The two vessels were delivered in October and November 2016.

NT Suez is owned 51% by the Company and 49% by WLR/TRF Shipping S.a.r.l (“WLR/TRF”). WLR/TRF is indirectly owned by funds managed or jointly managed by WL Ross & Co, LLC (“WLR”), including WLR Recovery Fund V DSS AIV, L.P. and WLR V Parallel ESC, L.P., which are also shareholders of the Company. WLR is a fund manager that manages the Company’s largest shareholders.

As of June 30, 2020 and December 31, 2019, the investments NT Suez received from the Company and WLR/TRF aggregated $74,104, which was used for shipyard installment payments and working capital. In February 2020, NT Suez distributed $1,632 and $1,568 to the Company and WLR/TRF, respectively. In June 2020, NT Suez distributed $357 and $343 to the Company and WLR/TRF, respectively.

Management has determined that NT Suez qualifies as a variable interest entity, and, when aggregating the variable interests held by the related parties (i.e. the Company and WLR/TRF), the Company is the primary beneficiary as the Company has the ability to direct the activities that most significantly impact NT Suez’s economic performance. Accordingly, the Company consolidates NT Suez.

Diamond Anglo Ship Management Pte. Ltd. — In January 2018, the Company and Anglo Eastern Investment Holdings Ltd. (“AE Holdings”), a third party, formed a joint venture, Diamond Anglo Ship Management Pte. Ltd. (“DASM”). DASM is owned 51% by the Company and 49% by AE Holdings as of June 30, 2020 and December 31, 2019, and was formed to provide ship management services to the Company’s vessels.

As of June 30, 2020 and December 31, 2019, the investments DASM received from the Company and AE Holdings totaled $51 and $49, respectively, which were used for general and administrative expenses.

Management has determined that DASM qualifies as a variable interest entity, and, when aggregating the variable interests held by the Company and AE Holdings, the Company is the primary beneficiary as the Company has the ability to direct the activities that most significantly impacts DASM’s economic performance. Accordingly, the Company consolidates DASM.

6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following as of June 30, 2020 and December 31, 2019:

	June 30, 2020		December 31, 2019
Advances to Capital Ship Management Corp. (“CSM”) (Refer to Note 13 — Related Party Transactions)	$	6,427	$	5,757
Advances to technical managers		121		26
Insurance claims receivable		733		511
Prepaid insurance		1,605		1,093
Advances to agents		1,388		1,421
Deferred voyage costs		2,074		3,132
Other		1,467		1,239
Total prepaid expenses and other current assets	$	13,815	$	13,179

7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following as of June 30, 2020 and December 31, 2019:

	June 30, 2020		December 31, 2019
Trade accounts payable and accrued expenses	$	10,922	$	9,716
Accrued vessel and voyage expenses		24,094		32,201
Accrued interest		47		1,090
Accrued vessel and voyage expenses and Other current liabilities (Refer to Note 13 — Related Party Transactions)		2,506		1,055
Total accounts payable and accrued expenses	$	37,569	$	44,062

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8. LONG-TERM DEBT

Long-term debt at June 30, 2020 and December 31, 2019 was comprised of the following:

	June 30, 2020			December 31, 2019
$360 Million Facility	$	255,000		$	327,500
$525 Million Facility		477,500			515,000
$66 Million Facility		49,615			51,810
Total		782,115			894,310
Less: Unamortized deferred financing costs		(14,258	)		(15,866	)
Less: Current portion		(134,389	)		(134,389	)
Long-term debt, net of deferred financing costs	$	633,468		$	744,055

$360 Million Facility — On March 27, 2019, in connection with the Merger, the Company entered into a $360,000 five-year Credit Agreement, as amended (the “$360 Million Facility”), for the purposes of financing the Merger and refinancing the $30 Million Line of Credit (defined below). The $360 Million Facility consists of a term loan of $300,000 and a revolving loan of $60,000, and is collateralized by the 25 vessels acquired in the Merger and the three vessels that collateralized the $30 Million Line of Credit, with reductions based on a 17 year age-adjusted amortization schedule, payable on a quarterly basis. The term loan component of the $360 Million Facility bears interest at the Eurodollar Rate for a three-month interest period, plus a 2.65% interest rate margin, and the interest is paid quarterly. Commitment fees on undrawn amounts related to the revolving loan component of the $360 Million Facility are 1.06%. As of June 30, 2020, $10,000 of the revolving loan was drawn, while $50,000 was available and undrawn.

The $360 Million Facility contains certain restrictions on the payments of dividends. The $360 Million Facility permits the Company to pay dividends so long as the payment of dividends does not cause an event of default, and limits dividends payable so that they do not exceed in any fiscal quarter an amount that is equal to 50% of the adjusted consolidated net income of the Company in such fiscal quarter.

$525 Million Facility — On December 23, 2019, the Company entered into a $525,000 five-year Credit Agreement (the “$525 Million Facility”), for the purposes of refinancing the $460 Million Facility, the $235 Million Facility and the $75 Million Facility (defined below). The $525 Million Facility consists of a term loan of $375,000 and a revolving loan of $150,000, and is collateralized by the 36 vessels that collateralized the $460 Million Facility, the $235 Million Facility and the $75 Million Facility, with reductions based on a 17 year age-adjusted amortization schedule, payable on a quarterly basis. The term loan component of the $525 Million Facility bears interest at the Eurodollar Rate for a three-month interest period, plus a 2.50% interest rate margin, and the interest is paid quarterly. Commitment fees on undrawn amounts related to the revolving loan component of the $525 Million Facility are 0.875%. As of June 30, 2020, $140,000 of the revolving loan was drawn, while $10,000 was available and undrawn.

The $525 Million Facility contains certain restrictions on the payments of dividends. The $525 Million Facility permits the Company to pay dividends so long as the payment of dividends does not cause an event of default, and limits dividends payable so that they do not exceed in any fiscal quarter an amount that is equal to 50% of the adjusted consolidated net income of the Company in the preceding fiscal quarter.

Prior to the December 2019 refinancing, the Company financed 26 MR vessels, which were acquired in September 2011, with a $460,000 five-year senior secured term loan facility, as amended (the “$460 Million Facility”). Interest was paid monthly, and the $460 Million Facility bore interest at the Eurodollar Rate for a one-month interest period, plus a 2.80% interest rate margin.

Also, prior to the December 2019 refinancing, the Company financed eight 2012-built Suezmaxes with a $235,000 five-year senior secured financing facility, as amended (the “$235 Million Facility”), which consisted of a term loan of $220 million and a revolving loan of $15,000. Interest on the term loan component was paid quarterly and the $235 Million Facility bore interest at the Eurodollar Rate for a three-month interest period, plus a 2.75% interest rate margin. Commitment fees on undrawn amounts related to the revolving loan component of the $235 Million Facility were 1.10%.

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Lastly, prior to the December 2019 refinancing, the Company financed two 2016-built Suezmaxes vessels with a $75,000 seven-year senior secured term loan facility, as amended (the “$75 Million Facility”). Interest was paid quarterly, and the $75 Million Facility bore interest at the Eurodollar Rate for a three-month interest period, plus a 2.20% interest rate margin.

$66 Million Facility — On August 9, 2016, the Company entered into a $66,000 five-year senior secured term loan facility (the “$66 Million Facility”) for the purpose of financing two vessels controlled through the joint venture NT Suez (refer to Note 5 — Joint Venture Investments). The $66 Million Facility, which is collateralized by the two vessels controlled through NT Suez, is a nonrecourse term loan with reductions that are based on a 15-year amortization schedule, and are payable on a quarterly basis. Interest is paid quarterly, and the $66 Million Facility bears interest at the Eurodollar Rate for a three-month interest period, plus a 3.25% interest rate margin.

The $66 Million Facility contains certain restrictions on the payments of dividends by the NT Suez joint venture. The $66 Million Facility permits the NT Suez joint venture to pay dividends so long as the payment of dividends does not cause an event of default, and does not exceed an amount equal to 75% of the consolidated net income, as determined in accordance with GAAP, of the borrower, which is the consolidated accounts of NT Suez.

Interest Rates – The following table sets forth the effective interest rate associated with the interest costs for the Company’s debt facilities, including the rate differential between the fixed pay rate and the variable receive rate on the interest rate swap agreements that were in effect (refer to Note 9 — Interest Rate Swaps), combined, as well as the cost associated with the commitment fees. Additionally, the table includes the range of interest rates on the debt, excluding the impact of swaps and commitment fees:

	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2020	2019	2020	2019
Effective interest rate	4.09%	4.98%	4.36%	4.98%
Range of interest rates (excluding impact of swaps and unused commitment fees)	3.95% to 4.71%	4.53% to 5.86%	3.95% to 5.32%	4.53% to 6.06%

Restrictive Covenants — The Company’s credit facilities credit contain restrictive covenants and other non-financial restrictions. The $360 Million Facility and $525 Million Facility include, among other things, restrictions on the Company’s ability to incur indebtedness, limitations on dividends, minimum cash balance, collateral maintenance, leverage ratio requirements, minimum working capital requirements, and other customary restrictions. The $66 Million Facility includes restrictions and financial covenants including, among other things, the Company’s ability to incur indebtedness, limitations on dividends, minimum cash balance, collateral maintenance, and other customary restrictions. The Company was in compliance with its financial covenants as of June 30, 2020.

Maturities – The aggregate maturities of debt during the remaining six months of the year ending December 31, 2020, and annually for the years ending December 31 are as follows:

2020 (for the remaining six months of the year)	$	67,194
2021		177,421
2022		130,000
2023		130,000
2024		277,500
Total	$	782,115

9. INTEREST RATE SWAPS

The Company uses interest rate swaps for the management of interest rate risk exposure, as the interest rate swaps effectively convert a portion of the Company’s debt from a floating to a fixed rate. The interest rate swaps are agreements between the Company and counterparties to pay, in the future, a fixed-rate payment in exchange for the counterparties paying the Company a variable payment. The amount of the net payment obligation is based on the notional amount of the swap contract and the prevailing market interest rates. The Company may terminate the swap contracts prior to their expiration dates, at which point a realized gain or loss would be recognized. The value of the Company’s commitment would increase or decrease based primarily on the extent to which interest rates move against the rate fixed for each swap. All derivatives are recognized on the Company’s Consolidated Balance Sheets at their fair values. For accounting hedges, on the date the derivative contract is entered into, the Company designates the derivative as (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value” hedge) or (2) a hedge of a forecasted transaction (“cash flow” hedge).

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The Company previously entered into interest rate swap transactions, with multiple counterparties, which were designated as cash flow hedges. In September 2018, the Company re-couponed its swaps, receiving cash of $6,813, with the corresponding gain recognized ratably over the original term of the hedged instruments. The re-couponed swaps were terminated in December 2019 when the related $460 Million Facility was extinguished. Upon the swaps’ termination, the Company made a payment of $2,486 and recognized the remaining gain that resulted from the re-couponing in September 2018, which are recognized in Interest expense in the condensed consolidated statements of operations.

On April 29, 2020, the Company entered into interest rate swap transactions, with multiple counterparties, which were designated as cash flow hedges. In accordance with these transactions, the Company will pay an average fixed-rate interest amount of 0.54% and will receive floating rate interest amounts based on three-month LIBOR settings. These interest rate swaps are designated as cash flow hedges with a start date of June 30, 2020 and end date of December 23, 2024, with an aggregate notional amount outstanding of $205,529 at June 30, 2020.

The derivative asset and liability balances at June 30, 2020 and December 31, 2019 are as follows:

	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet Location	June 30, 2020		December 31, 2019		Balance Sheet Location	June 30, 2020		December 31, 2019
Derivatives designated as hedging instruments
Interest rate contracts	Derivative asset (Current assets)	$	—	$	—	Derivative liability (Current liabilities)	$	456	$	—
Interest rate contracts	Derivative asset (Noncurrent assets)		—		—	Derivative liability (Noncurrent liabilities)		440		—
Total derivatives designated as hedging instruments			—		—			896		—
Total Derivatives		$	—	$	—		$	896	$	—

The components of Accumulated other comprehensive loss included in the Condensed Consolidated Balance Sheets consist of net unrealized loss on cash flow hedges as of June 30, 2020 and December 31, 2019.

The following table presents the gross amounts of these liabilities with any offsets to arrive at the net amounts recognized in the Condensed Consolidated Balance Sheets at June 30, 2020 and December 31, 2019:

			Gross Amounts Offset in the		Net Amounts of Liabilities Presented in the		Gross Amounts not Offset in the Condensed Consolidated Balance Sheets
	Gross Amounts of Recognized Liabilities		Condensed Consolidated Balance Sheets		Condensed Consolidated Balance Sheets		Financial Instruments		Cash Collateral Received		Net Amount
June 30, 2020 Derivatives	$	896	$	—	$	896	$	—	$	—	$	896
December 31, 2019 Derivatives		—		—		—		—		—		—

10. ACCUMULATED OTHER COMPREHENSIVE Loss

The components of Accumulated other comprehensive income included in the Condensed Consolidated Balance Sheets consist of net unrealized loss on cash flow hedges as of June 30, 2020 and December 31, 2019.

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The changes in Accumulated other comprehensive income by component are as follows:

	For the Six Months Ended June 30,
	2020			2019
Accumulated other comprehensive income – January 1,	$	—		$	4,387
Other comprehensive loss before reclassifications		(896	)		(4,007	)
Amounts reclassified from Accumulated other comprehensive (loss) income		—			1,029
Other comprehensive loss for the period		(896	)		(2,978	)
Accumulated other comprehensive (loss) income – June 30,	$	(896	)	$	1,409

The realized gain for the six months ended June 30, 2019 reclassified from Accumulated other comprehensive income consists of a realized loss of ($348) related to interest rate swap contracts and $1,377 related to the amortization of the gain on re-couponed swaps, as discussed in Note 9. The realized gain reclassified from Accumulated other comprehensive loss are presented in Interest expense in the Condensed Consolidated Statements of Operations.

11. FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values and carrying amounts of the Company’s financial instruments at June 30, 2020 and December 31, 2019 that are required to be disclosed at fair value, but not recorded at fair value, are as follows:

	June 30, 2020				December 31, 2019
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Cash and cash equivalents	$	118,392	$	118,392	$	83,609	$	83,609
Restricted cash		5,679		5,679		5,610		5,610
Variable rate debt		782,115		782,115		894,310		894,310

The following methods and assumptions are used in estimating the fair value of disclosures for financial instruments:

Cash and cash equivalents, and Restricted cash: The carrying amounts reported in the condensed consolidated balance sheets for Cash and cash equivalents, and Restricted cash approximate fair value. Cash and cash equivalents, and Restricted cash are considered Level 1 items as they represent liquid assets with short-term maturities.

Variable Rate Debt: The fair value of variable rate debt is based on management’s estimate of rates the Company could obtain for similar debt of the same remaining maturities. Additionally, the Company considers its creditworthiness in determining the fair value of variable rate debt under the credit facilities. The carrying amounts in the above table, which exclude the impact of deferred financing costs, approximate the fair market value for the variable rate debt. Variable rate debt is considered to be a Level 2 item as the Company considers the estimate of rates it could obtain for similar debt.

The fair value of an asset or liability is based on assumptions that market participants would use in pricing the asset or liability. The hierarchies of inputs used when determining fair value are described below:

Level 1: Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment.

Level 2: Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3: Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial instruments and the placement of financial instruments within the fair value hierarchy.

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The table below provides the financial instruments carried at fair value based on the levels of hierarchy as of the valuation date listed:

	Level 1		Level 2		Level 3		Total
June 30, 2020
Derivative liabilities	$	—	$	896	$	—	$	896

Derivative Liabilities: The fair value of the derivative liabilities, which relate to the interest rate swaps used for hedging purposes, is the estimated amount the Company would pay for the liability to terminate the swap agreements at the reporting date, taking into account current interest rates and the current creditworthiness of the swap counterparties. Interest rate swaps are considered to be a Level 2 item as the Company, using the income approach to value the derivatives, uses observable Level 2 market inputs at measurement date and standard valuation techniques to convert future amounts to a single present amount assuming that participants are motivated, but not compelled to transact. Level 2 inputs for the valuations are limited to quoted prices for similar assets in active markets (specifically, futures contracts on LIBOR for the first two years) and inputs other than quoted prices that are observable for the asset (specifically, LIBOR, cash and swap rates and credit risk at commonly quoted intervals). Mid-market pricing is used as a practical expedient for fair value measurements. Refer to Note 9 — Interest Rate Swaps for further information regarding the Company’s interest rate swap agreements.

The Company does not currently have any Level 3 financial assets or liabilities and there have been no transfers in and/or out of Level 3 during the six months ended June 30, 2020 and 2019.

12. REVENUE FROM TIME CHARTERS

The future minimum revenues, before inclusion of profit-sharing revenue, if any, expected to be received on irrevocable time charters for which revenues can be reasonably estimated and the related revenue days that the vessels are available for employment, and not including charterers’ renewal options for the remaining six months of the year ending December 31, 2020, and annually for the years ending December 31 are as follows:

2020 (for the remaining six months of the year)	$	32,988
2021		37,818
2022		13,511
Total future committed revenue	$	84,317

13. Related Party Transactions

During the three and six months ended June 30, 2020 and 2019, the Company had the following related party transactions.

Capital Ship Management Corp. (“CSM”) — Pursuant to the Transaction Agreement, for a period of five years, CSM will provide commercial and technical management services for the 25 vessels acquired in the Merger. For the three and six months ended June 30, 2020 and 2019, the following transactions were recorded for these services:

· For the three and six months ended June 30, 2020, $1,934 and $3,867, respectively, and for the three and six months ended June 30, 2019, $1,934 and $2,019, respectively, was incurred for technical management services, which is included in Vessel expenses in the condensed consolidated statements of operations and have been paid as of June 30, 2020.

· For the three and six months ended June 30, 2020, $622 and $1,367, respectively, and for the three and six months ended June 30, 2019, $582 and $582, respectively, was incurred for commercial management services, which is included in Voyage expenses in the condensed consolidated statements of operations. As of June 30, 2020, $749 remains unpaid, and is included in Accounts payable and accrued expenses in the condensed consolidated balance sheet.

· For the three and six months ended June 30, 2020, $499 and $996, respectively, and for the three and six months ended June 30, 2019, $519 and $519, respectively, was incurred for general management services, which is included in General and administrative expenses in the condensed consolidated statements of operations. As of June 30, 2020, $165 remains unpaid, and is included in Accounts payable and accrued expenses in the condensed consolidated balance sheet.

Working capital is advanced to CSM to procure both voyage and vessel costs. At June 30, 2020, the net funds advanced totaled $3,921, of which $6,427 is included in Prepaid Expense and Other Current Assets in the condensed consolidated balance sheet (refer to Note 6 — Prepaid Expenses and Other Current Assets), and the $2,506 liability is included in Accounts payable and accrued expenses in the condensed consolidated balance sheet (refer to Note 7 — Accounts Payable and Accrued Expenses). At December 31, 2019, the net funds advanced totaled $4,748, of which $5,757 is included in Prepaid Expense and Other Current Assets in the condensed consolidated balance sheet and the $1,009 liability is included in Accounts payable and accrued expenses in the condensed consolidated balance sheet.

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At December 31, 2019, amounts received for activity that occurred prior to the Merger that are due to CSM total $46 and are included in Accounts payable and accrued expenses in the condensed consolidated balance sheet. These amounts were settled during the six months ended June 30, 2020.

14. Stock-Based Compensation

2019 Equity Incentive Plan — Under the 2019 Equity Incentive Plan (“2019 Plan”), the Company’s Board of Directors, the Compensation Committee, or their designees may grant a variety of stock-based incentive awards representing an aggregate of 3,989,000 shares of common stock to the Company’s officers, directors, employees, and consultants. Such awards include stock options, stock appreciation rights, restricted (nonvested) stock, restricted stock units, and unrestricted stock.

Restricted Stock Units — The Company has issued restricted stock units (“RSUs”) under the 2019 Plan to certain members of the Board of Directors, an executive and certain employees of the Company, which represent the right to receive a share of common stock, or in the sole discretion of the Company’s Compensation Committee, the value of a share of common stock on the date that the RSU vests. Such shares of common stock will only be issued to certain directors, an executive and employees when their RSUs vest under the terms of their grant agreements and 2019 Plan described above.

The RSUs that have been issued to certain members of the Board of Directors vest one year from the date of grant. The RSUs that have been issued to other individuals vest ratably on each of the three anniversaries of the determined vesting date. The table below summarizes the Company’s unvested RSUs for the six months ended June 30, 2020:

				Weighted
	Number of			Average Grant
	RSUs			Date Price
Outstanding at January 1, 2020		74,716		$	14.03
Granted		47,156			12.08
Vested		(37,639	)		13.24
Forfeited		—			—
Outstanding at June 30, 2020		84,233		$	13.29

The following table summarizes certain information of the RSUs unvested and vested as of June 30, 2020:

Unvested RSUs				Vested RSUs
June 30, 2020				June 30, 2020
			Weighted
	Weighted		Average		Weighted
	Average		Remaining		Average
Number of	Grant Date		Contractual	Number of	Grant Date
RSUs	Price		Life	RSUs	Price
84,233	$	13.29	1.8	37,639	$	13.24

The Company is amortizing these grants over the applicable graded vesting periods. Forfeitures are taken into account when they occur. As of June 30, 2020, unrecognized compensation cost of $803 related to RSUs will be recognized over a weighted-average period of 1.8 years. For the three and six months ended June 30, 2020, the Company recognized $160 and $370, respectively, of nonvested stock amortization expense for the RSUs, which is included in General and administrative expenses.

Restricted Stock — Under the 2019 Plan, grants of restricted common stock were issued to certain members of the Board of Directors, executives and employees. The restricted common stock issued to certain members of the Board of Directors vest one year from the date of grant. The restricted common stock issued to certain executives and employees ordinarily vest ratably on each of the three anniversaries of the determined vesting date. The table below summarizes the Company’s nonvested stock awards for the six months ended June 30, 2020 which were issued under the 2019 Plan:

				Weighted
	Number of			Average Grant
	Shares			Date Price
Outstanding at January 1, 2020		562,790		$	13.44
Granted		175,151			12.41
Vested		(161,831	)		13.64
Forfeited		(20,127	)		13.70
Outstanding at June 30, 2020		555,983		$	13.04

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For the six months ended June 30, 2020, 161,831 shares vested under the 2019 Plan. There were no shares that vested under the 2019 Plan during the year ended December 31, 2019. For the three and six months ended June 30, 2020, the Company recognized $856 and $1,980, respectively, in nonvested stock amortization expense for the 2019 Plan restricted stock, which is included in General and administrative expenses.

The Company is amortizing these grants over the applicable graded vesting periods. Forfeitures are taken into account when they occur. As of June 30, 2020, unrecognized compensation cost of $4,769 related to nonvested stock will be recognized over a weighted-average period of 2.2 years.

Performance Awards — The Company granted performance awards that contain service, performance-based and/or market-based vesting criteria. Vesting occurs if the recipient remains employed and depends on the degree to which performance goals are achieved during the three-year performance period (as defined in the award agreements). The table below summarizes the Company’s nonvested performance awards for the six months ended June 30, 2020 which were issued under the 2019 Plan:

			Weighted
	Number of		Average Grant
	Shares		Date Price
Outstanding at January 1, 2020		—	$	—
Granted		133,305		12.60
Vested		—		—
Forfeited		—		—
Outstanding at June 30, 2020		133,305	$	12.60

For the three and six months ended June 30, 2020, the Company recognized $93 in nonvested stock amortization expense for the 2019 Plan performance awards, which is included in General and administrative expenses. As of June 30, 2020, unrecognized compensation cost of $1,586 related to nonvested stock will be recognized over a weighted-average period of 2.8 years.

The future compensation to be recognized for the aforementioned RSUs, restricted stock and performance awards as of June 30, 2020 is as follows:

2020 (for the remaining six months of the year)	$	2,697
2021		2,962
2022		1,245
2023		254
Total	$	7,158

15. COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of its business. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. The Company is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material effect on the Company, its financial condition, results of operations or cash flows.

16. SEGMENT REPORTING

The Company is engaged primarily in the ocean transportation of crude oil and petroleum products in the international market through the ownership and operation of a diversified fleet of vessels. The international shipping industry has many distinct market segments based, in large part, on the size and design configuration of vessels required. Rates in each market segment are determined by a variety of factors affecting the supply and demand for vessels to move cargoes in the trades for which they are suited. Tankers are not bound to specific ports or schedules and therefore can respond to market opportunities by moving between trades and geographical areas. The Company’s vessels regularly navigate in international waters, over hundreds of trade routes, to hundreds of ports and, as a result, the disclosure of geographic information is impracticable. The Company charters its vessels primarily on voyage charters and on time charters.

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The Company has two reportable segments, Crude Tankers and Product Carriers. Segment results are evaluated based on income from operations. The accounting policies applied to the reportable segments are the same as those used in the preparation of the Company’s consolidated financial statements.

Results for the Company’s revenue and loss from operations by segment for the three and six months ended June 30, 2020 and 2019 are as follows:

	Crude Tankers			Product Carriers			Total
Three Months Ended June 30, 2020
Voyage revenue	$	69,873		$	113,680		$	183,553
Voyage expenses		(14,660	)		(34,689	)		(49,349	)
Vessel expenses		(12,662	)		(29,076	)		(41,738	)
Depreciation and amortization		(9,974	)		(18,797	)		(28,771	)
General, administrative and management fees(1)		(1,829	)		(5,656	)		(7,485	)
Income from operations	$	30,748		$	25,462		$	56,210
Three Months Ended June 30, 2019
Voyage revenue	$	51,474		$	97,821		$	149,295
Voyage expenses		(27,094	)		(38,801	)		(65,895	)
Vessel expenses		(10,509	)		(31,867	)		(42,376	)
Depreciation and amortization		(9,872	)		(19,371	)		(29,243	)
General, administrative and management fees(1)		(1,722	)		(5,598	)		(7,320	)
Income from operations	$	2,277		$	2,184		$	4,461

	Crude Tankers			Product Carriers			Total
Six Months Ended June 30, 2020
Voyage revenue	$	160,502		$	232,776		$	393,278
Voyage expenses		(43,009	)		(81,021	)		(124,030	)
Vessel expenses		(23,884	)		(59,390	)		(83,274	)
Depreciation and amortization		(19,921	)		(37,610	)		(57,531	)
General, administrative and management fees(1)		(3,806	)		(11,803	)		(15,609	)
Income from operations	$	69,882		$	42,952		$	112,834
Six Months Ended June 30, 2019
Voyage revenue	$	86,883		$	165,068		$	251,951
Voyage expenses		(41,464	)		(66,009	)		(107,473	)
Vessel expenses		(17,269	)		(49,908	)		(67,177	)
Depreciation and amortization		(17,911	)		(33,288	)		(51,199	)
General, administrative and management fees(1)		(3,408	)		(10,200	)		(13,608	)
Income from operations	$	6,831		$	5,663		$	12,494

(1) Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on a formula).

The reconciliations of total assets of the segments to amounts included in the condensed consolidated balance sheets are as follows:

	June 30, 2020		December 31, 2019
Crude Tankers	$	883,230	$	896,897
Product Carriers		1,215,852		1,225,235
Corporate unrestricted cash and cash equivalents		5,774		2,609
Other unallocated amounts		1,498		3,641
Consolidated total assets	$	2,106,354	$	2,128,382

17. SUBSEQUENT EVENTS

The Company has evaluated all subsequent events to ensure that these condensed consolidated financial statements include appropriate recognition and disclosure of recognized events as of June 30, 2020. There were no subsequent events that the Company believes require recognition or disclosure.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is designed to provide a better understanding of various factors related to the results of operations and financial condition of Diamond S Shipping Inc. (“we,” “us,” “our” or the “Company”). This discussion should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K (the “2019 Annual Report”) for the year ended December 31, 2019, filed with the SEC on March 27, 2020, and our unaudited condensed consolidated financial statements and notes thereto contained in this report. This discussion contains a number of forward-looking statements, all of which are based on our current expectations and all of which could be affected by uncertainties and risks. Our actual results may differ materially from the results contemplated in these forward-looking statements as a result of many factors including, but not limited to, those described under “Cautionary Note on Forward-Looking Statements”.

Business Overview

Diamond S Shipping Inc. (“DSSI”) was formed on November 14, 2018 under the laws of the Republic of the Marshall Islands for the purpose of receiving, via contribution from CPLP, CPLP’s crude and product tanker business and combining that business with the business and operations of DSS LP pursuant to the Transaction Agreement. For a description of the Transaction Agreement and related Merger, please see Note 1 — Business and Basis of Presentation and Note 3 — Merger Transaction in the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

We provide seaborne transportation of crude oil, refined petroleum, and other products in the international shipping industry. As of June 30, 2020, through our wholly owned subsidiaries, we owned and operated 64 tanker vessels: 13 Suezmax crude carriers, one Aframax crude carrier and 50 MR product carriers. As of the same date, we also controlled and operated two Suezmax vessels through a joint venture.

Factors to Consider When Evaluating the Company’s Results

The COVID-19 Pandemic

On March 11, 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) outbreak a pandemic. In response to the ongoing outbreak, many countries, ports and organizations, including those where the Company conducts a large part of its operations, have implemented measures to combat the outbreak, such as quarantines and travel restrictions. Such measures have, and will likely continue to, negatively affect the global economy. The extent to which COVID-19 will impact the Company’s results of operations and financial condition, including possible impairments, will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the virus and the actions to contain or treat its impact, among others. Accordingly, an estimate of the impact of COVID-19 on the Company and its operations cannot be made at this time. However, if the pandemic worsens, additional restrictions are imposed or current restrictions are imposed for a longer period of time in response to the outbreak, it may have a material adverse effect on the Company’s future results of operation and financial condition.

Strategic Product Tanker Partnership

On June 15, 2020, the Company entered into an agreement with Dampskibsselskabet Norden A/S (“Norden”). During the term of this agreement, the Company and Norden have agreed to use commercially reasonable efforts to identify new projects in the product tanker industry that they may jointly pursue and develop. Pursuant to this agreement, Company has agreed to initially contribute 28 of its MR vessels to the Norient Product Pool (the “Pool”). This agreement will terminate upon the occurrence of certain events, including when the Company no longer has vessels operating in the Pool. As of June 30, 2020, five of the Company’s vessels are operating in the Pool.

The Merger

The Merger, as described in Note 3 — Merger Transaction in the unaudited condensed consolidated financial statements included herein, closed on March 27, 2019. Our condensed consolidated financial statements include operating results for the 25 vessels acquired for 95 days and 182 days during the six months ended June 30, 2019 and 2020, respectively, in addition to the 41 vessels historically owned by us for the full period and the two vessels sold in September 2019.

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New Credit Facilities and Refinancings

For a description of the Company’s credit agreements and refinancings, please see Note 8 — Long-Term Debt in the unaudited condensed consolidated financial statements included herein.

Vessel Dispositions

In August 2019, our Board of Directors approved selling the Atlantic Aquarius and Atlantic Leo, both 2009-built MR vessels. We reached an agreement to sell the Atlantic Aquarius and Atlantic Leo, each for $16.0 million less a 1% broker commission payable to a third party. In September 2019, we completed the sale of the Atlantic Aquarius and Atlantic Leo.

Share Repurchase Program

On March 4, 2020, our Board of Directors approved a share repurchase program, providing authorization to repurchase up to $50 million of our common shares, effective for a period of one year. We may repurchase these shares in the open market or in privately negotiated transactions, at times and prices that we consider to be appropriate. As of June 30, 2020, we repurchased 137,289 shares for a total of $1.4 million under the share repurchase program, with all repurchases having been effected in the three months ended March 31, 2020.

Other Trends and Factors Affecting the Company’s Future Results of Operations

The principal factors that have affected our results of operations, and may in the future affect results of operations, are the economic, regulatory, financial, credit, political and governmental conditions prevailing in the tanker market and shipping industry generally and in the countries and markets in which our vessels are chartered.

The world economy has experienced significant economic and political upheavals in recent history. In addition, credit supply has been constrained and financial markets have been particularly turbulent. Protectionist trends, global growth and demand for the seaborne transportation of goods, including oil and oil products and overcapacity and deliveries of newly-built vessels have affected, and may further affect, the tanker market and shipping industry in general and the business, financial condition, results of operations and cash flows of the Company.

Some of the key factors that have affected our business, financial condition, results of operations and cash flows, and may in the future affect our business, financial condition, results of operations and cash flows, include the following:

· levels of oil product demand and inventories;

· supply and demand for crude oil and oil products;

· charter hire levels (under time and bareboat charters) and the ability to re-charter vessels at competitive rates as their current charters expire;

· developments in vessel values, which may affect compliance with covenants under credit facilities and/or debt refinancing;

· compliance with covenants in credit facilities, including covenants relating to the maintenance of vessel value ratios;

· the level of debt and the related interest expense and amortization of principal;

· access to debt and equity and the cost of capital required to acquire additional vessels;

· supply and order-book of tanker vessels;

· the ability to increase the size of the fleet and make additional acquisitions that are accretive to earnings;

· the ability of the commercial and chartering operations to successfully employ vessels at economically attractive rates, particularly as charters expire and the fleet expands;

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· the continuing demand for crude oil and oil products from China, India, Brazil and Russia and other emerging markets;

· the ability to comply with new maritime regulations, the more restrictive regulations for the transport of certain products and cargoes and the increased costs associated therewith;

· changes in fuel prices, including as a result of the imposition of sulfur oxide emissions limits in 2020 under new regulations adopted by the IMO (for those vessels that are not retrofitted with scrubbers);

· the effective and efficient technical management of the vessels;

· the costs associated with upcoming drydocking of vessels;

· the ability to obtain and maintain major international oil company approvals and to satisfy technical, health, safety and compliance standards;

· the strength of and growth in the number of the customer relationships, especially with major international oil companies and major commodity traders;

· the prevailing spot market rates and the number of vessels operating in the spot market; and

· the ability to acquire and sell vessels at satisfactory prices.

Operating Data

The following tables represent the operating data for the three and six months ended June 30, 2020 and 2019 on a consolidated basis.

	For the Three Months Ended June 30,
	2020			2019			Change			% Change
	(In Thousands, Except Per Share and Share Data)
Revenue:
Voyage revenue	$	162,419		$	129,344		$	33,075			25.6	%
Time charter revenue		20,815			19,951			864			4.3	%
Pool revenue		319			—			319			—
Total revenue		183,553			149,295			34,258			22.9	%
Operating expenses:
Voyage expenses		49,349			65,895			(16,546	)		(25.1	)%
Vessel expenses		41,738			42,376			(638	)		(1.5	)%
Depreciation and amortization expense		28,771			29,243			(472	)		(1.6	)%
General and administrative expenses		7,485			7,320			165			2.3	%
Total operating expenses		127,343			144,834			(17,491	)		(12.1	)%
Operating income		56,210			4,461			51,749			1160.0	%
Other (expense) income:
Total other expense — Net		(9,708	)		(13,038	)		3,330			(25.5	)%
Net income (loss)		46,502			(8,577	)		55,079			642.2	%
Less: Net income (loss) attributable to noncontrolling interest		790			(74	)		864			1167.6	%
Net income (loss) attributable to Diamond S Shipping Inc.	$	45,712		$	(8,503	)	$	54,215			637.6	%
Net earnings (loss) per share – basic	$	1.15		$	(0.21	)	$	1.36			647.6	%
Net earnings (loss) per share – diluted	$	1.14		$	(0.21	)	$	1.35			642.9	%
Weighted average common shares outstanding – basic		39,920,559			39,890,696			29,863			0.1	%
Weighted average common shares outstanding – diluted		40,111,348			39,890,696			220,652			0.6	%

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	For the Six Months Ended June 30,
	2020			2019			Change		% Change
	(In Thousands, Except Per Share and Share Data)
Revenue:
Voyage revenue	$	350,071		$	227,793		$	122,278		53.7	%
Time charter revenue		42,888			24,158			18,730		77.5	%
Pool revenue		319			—			319		—
Total revenue		393,278			251,951			141,327		56.1	%
Operating expenses:
Voyage expenses		124,030			107,473			16,557		15.4	%
Vessel expenses		83,274			67,177			16,097		24.0	%
Depreciation and amortization expense		57,531			51,199			6,332		12.4	%
General and administrative expenses		15,609			13,608			2,001		14.7	%
Total operating expenses		280,444			239,457			40,987		17.1	%
Operating income		112,834			12,494			100,340		803.1	%
Other (expense) income:
Total other expense — Net		(20,751	)		(21,891	)		1,140		(5.2	)%
Net income (loss)		92,083			(9,397	)		101,480		1,079.9	%
Less: Net income attributable to noncontrolling interest		1,327			132			1,195		905.3	%
Net income (loss) attributable to Diamond S Shipping Inc.	$	90,756		$	(9,529	)	$	100,285		1,052.4	%
Net earnings (loss) per share – basic	$	2.28		$	(0.28	)	$	2.56		914.3	%
Net earnings (loss) per share – diluted	$	2.26		$	(0.28	)	$	2.54		907.1	%
Weighted average common shares outstanding – basic		39,861,943			33,774,260			6,087,683		18.0	%
Weighted average common shares outstanding – diluted		40,091,647			33,774,260			6,317,387		18.7	%

Results of Operations

Three months ended June 30, 2020 compared to the three months ended June 30, 2019

Voyage revenue

Voyage revenue increased by $34.3 million to $183.6 million during the three months ended June 30, 2020 as compared to $149.3 million for the three months ended June 30, 2019. The $34.3 million increase was principally driven by strong market conditions in both the crude tanker and product carrier segments. Despite the demand destruction caused by the global COVID-19 pandemic, tanker markets were firm because of the sharp contango structure of the crude oil price curve, where the future price of oil was expected to be substantially greater than the current. This led to a strong demand for the floating storage of oil and petroleum products on tankers, which led to a reduction in ships available to transport cargoes. As the effective supply of ships decreased, freight rates increased.

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Voyage Expenses

Voyage expenses primarily consist of bunkers, port expenses, canal dues and commissions. Commissions were paid to shipbrokers for negotiating and arranging charter party agreements on the Company’s behalf. Voyage expenses incurred during time charters and while vessels are operating in pools are paid for by the charterer and pool, respectively, except for commissions, which were paid for by the Company. Voyage expenses incurred during voyage charters were paid for by the Company.

Voyage expenses decreased by $16.6 million to $49.3 million during the three months ended June 30, 2020 as compared to $65.9 million for the three months ended June 30, 2019. The $16.6 million decrease in voyage expenses was driven by a reduction in bunker prices coupled with a 2.3% reduction in revenue days.

Vessel Expenses

Vessel expenses include crew wages and associated costs, the cost of insurance premiums, expenses relating to repairs and maintenance, lubricants and spare parts, technical management fees and other miscellaneous expenses.

Vessel expenses decreased by $0.7 million to $41.7 million during the three months ended June 30, 2020 as compared to $42.4 million for the three months ended June 30, 2020. The $0.7 million decrease in vessel expenses is commensurate with the 2.9% decrease in vessel operating days due to the sale of the Atlantic Aquarius and Atlantic Leo, which occurred in September 2019.

Vessel Depreciation and Amortization Expense

We depreciate the cost of our vessels on a straight-line basis over the expected useful life of each vessel. Depreciation is based on the cost of the vessel less its estimated residual value. We estimate the useful life of our vessels to be 25 years, and we estimate the residual value by taking the estimated scrap value of $300 per lightweight ton times the weight of the ship in lightweight tons. We continue to monitor changes in the oil and petroleum product supply chain that might have an impact on the useful operating life of our assets.

Depreciation and amortization expense decreased by $0.4 million to $28.8 million during the three months ended June 30, 2020 as compared to $29.2 million during the three months ended June 30, 2019. This decrease is due to the sale of the Atlantic Aquarius and Atlantic Leo in September 2019, offset by vessel additions primarily related the scrubber and ballast water treatment projects.

General and Administrative Expenses

For the three months ended June 30, 2020 and 2019, general and administrative expenses were $7.5 million and $7.3 million, respectively. The general and administrative expenses remained relatively flat as the Company has had similar onshore infrastructure in place during both quarters.

Total Other Expense, net

Total other expense, net, which includes term loan interest, amortization of deferred financing charges and commitment fees and net of interest income, was $9.7 million for the three months ended June 30, 2020 compared to $13.0 million for the three months ended June 30, 2019. The decrease of $3.3 million was primarily driven by a $112 million decrease in the average debt balance in the two comparative periods, coupled with a decrease in the effective interest rate.

Net Income (Loss) Attributable to Noncontrolling Interest

The net income (loss) attributable to noncontrolling interest was net income of $0.8 million for the three months ended June 30, 2020 compared to net loss of $0.1 million for the three months ended June 30, 2019. The net income attributable to noncontrolling interest primarily represents a 49% interest in NT Suez Holdco LLC, which owns and operates two Suezmax vessels and is 51% owned by the Company. The increase in the net income of 0.9 million was mainly attributable fixing these two Suezmax vessels on three-year time charter contracts, which began in the latter half of 2019.

Six months ended June 30, 2020 compared to the six months ended June 30, 2019

Voyage revenue

Voyage revenue increased by $141.3 million to $393.3 million during the six months ended June 30, 2020 as compared to $252.0 million for the six months ended June 30, 2019. The $141.3 million increase was principally driven by a 16.9% increase in total revenue days due to an additional 1,696 revenue days during the six months ended June 30, 2020, primarily due to the Merger coupled with stronger prevailing market conditions in both the crude tanker and product carrier segments.

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Voyage Expenses

Voyage expenses increased by $16.5 million to $124.0 million during the six months ended June 30, 2020 as compared to $107.5 million for the six months ended June 30, 2019. The $16.5 million increase in voyage expenses was predominantly driven by an 11.7% increase in spot revenue days due to an additional 981 spot revenue days as a result of the Merger, offset by a decrease in bunker prices.

Vessel Expenses

Vessel expenses increased by $16.1 million to $83.3 million during the six months ended June 30, 2020 as compared to $67.2 million for the six months ended June 30, 2019. The $16.1 million increase in vessel expenses was driven by a 18.3% increase in vessel operating days, which consists of an increase in 2,175 vessel operating days due to the Merger and a decrease in 362 days as a result of the sale of the Atlantic Aquarius and Atlantic Leo.

Vessel Depreciation and Amortization Expense

Depreciation and amortization expense increased by $6.3 million to $57.5 million during the six months ended June 30, 2020 as compared to $51.2 million during the six months ended June 30, 2019. The increase in depreciation and amortization expense is due to the added depreciation expense for the 25 vessels acquired in the Merger for 2,175 vessel operating days in the six months ended June 30, 2020 coupled with vessel additions primarily related to the scrubber and ballast water treatment projects, and offset by the decrease in the depreciation and amortization expense related to the sale of the Atlantic Aquarius and Atlantic Leo in September 2019.

General and Administrative Expenses

For the six months ended June 30, 2020 and 2019, general and administrative expenses were $15.6 million and $13.6 million, respectively. The $2.0 million increase was primarily due to costs incurred in the first quarter of 2020 when compared to the first quarter of 2019 that were attributable to stock-based compensation costs, legal fees in connection with the annual filings and an increase in headcount to maintain the infrastructure of a public company and to manage a larger fleet employed in the spot market.

Total Other Expense, net

Total other expense, net, which includes term loan interest, amortization of deferred financing charges and commitment fees and net of interest income, was $20.8 million for the six months ended June 30, 2020 compared to $21.9 million for the six months ended June 30, 2019. The decrease of $1.1 million was primarily driven by a decrease in the effective interest rate in the two comparative periods.

Net Income Attributable to Noncontrolling Interest

The net income attributable to noncontrolling interest was net income of $1.3 million for the six months ended June 30, 2020 compared to net income of $0.1 million for the six months ended June 30, 2019. The net income attributable to noncontrolling interest primarily represents a 49% interest in NT Suez Holdco LLC, which owns and operates two Suezmax vessels and is 51% owned by the Company. The increase in the net income of $1.2 million was mainly attributable to fixing these two Suezmax vessels on three-year time charter contracts, which began in the latter half of 2019.

Liquidity and Capital Resources

As of June 30, 2020 and December 31, 2019, total cash, cash equivalents and restricted cash were $124.0 million and $89.2 million, including restricted cash of $5.7 million and $5.6 million, respectively. As of June 30, 2020 and December 31, 2019, the Company had $60.0 million and $15.0 million available and undrawn under its credit facilities, respectively.

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Generally, the primary sources of funds have been cash from operations and undrawn amounts under credit facilities.

Effective upon completion of the Merger, the Company has indebtedness outstanding under a new term loan and revolving credit facility, arranged in connection with the Merger, and indebtedness under previously existing credit facilities of the Company. Refer to Note 8 — Long-Term Debt in our unaudited condensed consolidated financial statements included herein.

On December 27, 2019, we refinanced (i) the $460 Million Facility, (ii) the $235 Million Facility, and (iii) the $75 Million Facility with the proceeds of the $525 Million Facility.

At June 30, 2020, the Company was in compliance with all financial covenants under each of its credit facilities.

Passage of environmental legislation or other regulatory initiatives have in the past had, and may in the future may have, a significant impact on our operations. Regulatory measures can increase required costs related to operating and maintaining our vessels and may require us to retrofit our vessels with new equipment to comply with new or existing regulations.

Among other capital expenditures, in connection with the International Maritime Organization’s new limits for sulfur oxide emissions effective January 1, 2020, we contracted for the purchase and installation of scrubbers on five of our Suezmax vessels. As of June 30, 2020, three of these scrubbers have been installed and the remaining two installations are scheduled to be completed by the third quarter of 2020 and first quarter of 2021. The total aggregate capital expenditures for these five scrubbers is approximately $16.8 million, of which $11.3 million has been paid as of June 30, 2020. We may, in the future, determine to purchase additional scrubbers for installation on other vessels that we own or operate. In addition, with respect to vessels that are not retrofitted with scrubbers, we expect to incur expenditures to ensure those vessels are capable of efficiently using low-sulfur fuel, which expenditures are not expected to be significant or which have not yet been determined.

We entered into contracts to install ballast water treatment systems on 15 of our vessels for a total estimated cost of $17.0 million, of which 12 systems have been installed and $13.6 million has been paid as of June 30, 2020. The remaining three vessels are employed on time charter contracts as of June 30, 2020, and we expect to install the ballast water treatment systems after redelivery from the charterers and before expiry of regulatory exemptions in 2021.

We believe that we have sufficient capital resources to fund our operations and anticipated capital requirements for the next twelve months. However, should market conditions deteriorate beyond third-party forecasts, we would consider a number of liquidity enhancing measures, which could include refinancing a portion of our senior debt, exploring unsecured debt instruments, asset sales and sale-leaseback transactions on certain of our assets.

Cash Flows

The following table summarizes the Company’s cash and cash equivalents provided by or used in operating, financing and investing activities for the periods presented below (presented in millions):

	For the Six Months Ended June 30,
	2020			2019
Net Cash Provided by Operating Activities	$	159.1		$	12.0
Net Cash Used in Investing Activities		(7.5	)		(318.9	)
Net Cash (Used in) Provided by Financing Activities		(116.8	)		288.2

Net Cash Provided by Operating Activities

Net cash provided by operating activities during the six months ended June 30, 2020 and 2019 was $159.1 million and $12.0 million, respectively. The increase of $147.1 million was mainly attributable to more revenue days and higher charter rates that increased our revenues and overall net income by $101.5 million for the six months ended June 30, 2020, when compared to the six months ended June 30, 2019, coupled with an increase of $35.8 million in cash provided by the changes in assets and liabilities for the comparative periods.

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Net Cash Used in Investing Activities

Net cash used in investing activities refers primarily to cash used for vessel acquisitions and improvements, and the Merger. Net cash used by investing activities during the six months ended June 30, 2020 and 2019 was $7.5 million and $318.9 million, respectively. The $7.5 million net cash used by investing activities during the six months ended June 30, 2020 was for additions to vessels and other property, while the $318.9 million net cash used by investing activities during the six months ended June 30, 2019 included the consideration paid in connection with the Merger, with $292.7 million paid to CPLP to acquire the vessels, $18.8 million paid in transaction costs, and $7.4 million paid for additions to vessels and other property.

Net Cash (Used in) Provided by Financing Activities

Net cash (used in) provided by financing activities during the six months ended June 30, 2020 and 2019 was ($116.8) million and $288.2 million, respectively. The change in cash (used in) provided by financing activities was due to the financing activities that we engaged in during the two comparable periods. During the six months ended June 30, 2020, the main outflows of cash for financing activities consisted of debt payments of $112.2 million, a $1.9 million distribution to the noncontrolling interest in the NT Suez Holdco LLC entity, and paying $1.4 million to repurchase shares under the share repurchase program. During the six months ended June 30, 2019 we had borrowings under the $360 Million Facility, consisting of $300 million in the term loan drawn and $50 million, which were offset by $26.4 million repaid on lines of credit that were cancelled in connection with the Merger, $35.5 million in term loan repayments and $6.9 million in deferred financing costs paid in connection with the $360 Million Facility.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Contractual Obligations and Contingencies

The following table summarizes the Company’s long-term contractual obligations as of June 30, 2020 (in thousands of U.S. dollars).

	Payment due by period
	Total		Less than 1 year		1 – 3 years		3 – 5 years		More than 5 years
Long-term Debt Obligations	$	782,115	$	67,194	$	307,421	$	407,500	$	—
Interest Obligations(1)		59,069		11,078		32,411		15,580		—
Capital Obligations (scrubbers and ballast water treatment systems)		8,475		8,475		—		—		—
Lease Obligations		6,658		408		1,909		2,401		1,940
Total:	$	856,317	$	87,155	$	341,741	$	425,481	$	1,940

(1) Interest has been estimated based on the LIBOR forward rates and the prescribed margin for each of our facilities. Refer to Note 8 — Long-Term Debt of our unaudited condensed consolidated financial statements contained herein.

​Critical Accounting Policies

The Company’s condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are those that reflect significant judgments or uncertainties, and which could potentially result in materially different results under different assumptions and conditions. The Company has described below what its management believes are its most critical accounting policies. For a description of all of the Company’s significant accounting policies, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — B. Liquidity and Capital Resources — Critical Accounting Policies and Note 2 — Summary of Significant Accounting Policies, each contained in our 2019 Annual Report, and in Note 2 — Summary of Significant Accounting Policies in our unaudited condensed consolidated financial statements included herein, for further information.

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Revenue Recognition

During the three and six months ended June 30, 2020 and 2019, revenues were generated from time charters and voyage charters.

We recognize revenues over the term of the time charter when there is a time charter agreement, where the rate is fixed or determinable, service is provided and collection of the related revenue is reasonably assured. We do not recognize revenue during days the vessel is off-hire. Where the time charter contains a profit or loss sharing arrangement, the profit or loss is recognized based on amounts earned or incurred as of the reporting date.

For the three and six months ended June 30, 2020 and 2019, pursuant to the new revenue recognition guidance, which was adopted as of January 1, 2019, revenue for spot market voyage charters is recognized ratably over the total transit time of each voyage, which commences at the time the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port. Previously, revenue was recognized on the later of when the vessel departed from its last discharge port or when an agreement was entered into with the charterer, and ended at the time the discharge of cargo was completed at the discharge port. In time charters, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. These voyage expenses are borne by us when the vessels are engaged in spot market voyage charters. As such, there are significantly higher voyage expenses for spot market voyage charters as compared to time charters.

Vessel Lives and Impairment

The carrying value of each of the Company’s vessels represents its original cost (contract price plus initial expenditures) at the time of delivery or purchase less accumulated depreciation or impairment charges. The carrying values of vessels may not represent their fair market value at any point in time since the market prices of secondhand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. In recent years changing market conditions resulted in a decrease in charter rates and values of assets. We consider these market developments as indicators of potential impairment of the carrying amount of its assets.

In developing estimates of future undiscounted cash flows, we make assumptions and estimates about the vessels’ future performance, with the significant assumptions being related to charter rates, fleet utilization, vessels’ operating expenses, vessels’ capital expenditures and drydocking requirements, vessels’ residual value and the estimated remaining useful life of each vessel. The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends. Specifically, we utilize the rates currently in effect for the duration of their current time charters, without assuming additional profit-sharing. For periods of time where the vessels are not fixed on time charters, we utilize an estimated daily time charter equivalent for its vessels’ unfixed days based on the most recent ten year historical one-year time charter average.

Although we believe that the assumptions used to evaluate potential impairment are reasonable and appropriate at the time they were made, such assumptions are highly subjective and likely to change, possibly materially, in the future. In recent years, the market values of vessels have experienced particular volatility, with substantial declines in many of the charter-free market value, or basic market value, of various vessel classes. As a result, the market value of our vessels may have declined below their carrying values, even though we did not impair their carrying values under our impairment accounting policy. This is due to management’s projection that future undiscounted cash flows expected to be earned by such vessels over their operating lives will exceed such vessels’ carrying amounts.

Deferred Drydocking Costs and Amortization

We use the deferral method of accounting for drydocking costs. Under the deferral method, drydocking costs are deferred and amortized on a straight-line basis over the useful life of the drydock, which is estimated to be approximately 30 to 60 months. Management uses judgment when estimating the period between drydocks performed, which can result in adjustments to the estimated amortization of drydock expense if drydocks occur earlier or later than originally estimated. We update our estimate of a vessel’s next scheduled drydock as necessary. If the vessel is disposed of before the next drydock, the remaining balance in deferred drydock is written-off as a component of the gain or loss upon disposal of vessels. We defer the costs associated with drydocking as they occur and amortize these costs on a straight-line basis over the period between drydocking. Deferred drydocking costs include actual costs incurred at the drydock yard, cost of travel, lodging and subsistence of our personnel sent to the drydocking site to supervise, and the cost of hiring a third party to oversee the drydocking. Expenditures for normal maintenance and repairs, whether incurred as part of the drydock or not, are expensed as incurred. If the vessel is drydocked earlier than originally anticipated, any remaining deferred drydock costs that have not been amortized are expensed at the beginning of the next drydock.

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Recent Accounting Pronouncements

New Accounting Standards to be Implemented

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which establishes a comprehensive new lease accounting model. ASU 2016-02 clarifies the definition of a lease, requires a dual approach to lease classification similar to current lease classifications, and causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease term of more than twelve months. For the Company, ASU 2016-02 is effective for annual periods beginning after December 15, 2020, and interim reporting periods within annual reporting periods beginning after December 15, 2021, with early adoption permitted. The most significant effects of adoption relate to the recognition of right-of-use assets and lease liabilities on the balance sheet for operating leases and providing new disclosures about our leasing activities. We are currently analyzing our contracts and will then calculate the right-of-use assets and lease liabilities as of January 1, 2021 based on the present value of our remaining minimum lease payments, primarily due to the recognition of right-of-use assets and lease liabilities with respect to operating leases.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326)” (“ASU 2016-13”), which amends several aspects of the measurement of credit losses on financial instruments based on an estimate of current expected credit losses. ASU 2016-13 will apply to loans, accounts receivable, trade receivables, other financial assets measured at amortized cost, loan commitments and other off-balance sheet credit exposures. ASU 2016-13 will also apply to debt securities and other financial assets measured at fair value through other comprehensive income. For the Company, ASU 2016-13 is effective for annual periods beginning after December 15, 2020, and interim reporting periods within annual reporting periods beginning after December 15, 2021, with early adoption permitted. We are currently evaluating the potential impact of this pronouncement on the condensed consolidated financial statements.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

The Company is exposed to the impact of interest rate changes primarily through floating-rate borrowings that require it to make interest payments based on the Eurodollar Rate. Significant increases in interest rates could adversely affect operating margins, results of operations and our ability to service debt. The Company uses, interest rate swaps to reduce its exposure to market risk from changes in interest rates. The principal objective of these contracts is to minimize the risks and costs associated with floating-rate debt.

The Company is exposed to the risk of credit loss in the event of non-performance by the counterparties to the interest rate swap agreements. In order to minimize counterparty risk, the Company only entered into derivative transactions with counterparties that are rated A- or better by Standard & Poor’s Financial Services LLC or A3 or better by Moody’s Investors Service, Inc. at the time of the transactions. In addition, to the extent possible and practical, interest rate swaps are entered into with different counterparties to reduce concentration risk.

From time to time, the Company enters into interest rate swap agreements to modify its exposure to interest rate movements and to manage its interest expense. As of June 30, 2020, 26.3% of the debt was fixed due to the interest rate swap agreements, and 73.7% was variable. Based on the Company’s June 30, 2020 outstanding variable rate debt balance, a one percentage point increase in annual Eurodollar Rates would increase its annual interest expense by approximately $5.5 million.

Inflation

Inflation has only a moderate effect on the Company’s expenses given current economic conditions. In the event that significant global inflationary pressures appear, these pressures would increase the Company’s operating, voyage, general and administrative and financing costs.

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Foreign Exchange Risk

The shipping industry’s functional currency is the U.S. dollar. All of the Company’s revenues and most of its operating costs are in U.S. dollars. The Company incurred certain operating expenses, such as vessel and general and administrative expenses, in currencies other than the U.S. dollar, and the foreign exchange risk associated with these operating expenses has historically been immaterial. If foreign exchange risk becomes material in the future, the Company may seek to reduce its exposure to fluctuations in foreign exchange rates through the use of short-term currency forward contracts and through the purchase of bulk quantities of currencies at rates that management considers favorable. For contracts which qualify as cash flow hedges for accounting purposes, hedge effectiveness would be assessed based on changes in foreign exchange spot rates with the change in fair value of the effective portions being recorded in accumulated other comprehensive loss.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information called for by Item 3 is set forth in Item 2 under the caption “Quantitative and Qualitative Disclosures About Market Risk” and is incorporated herein by reference.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management conducted an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2020. Disclosure controls and procedures are those controls and other procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified by the rules and forms promulgated by the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As a result of this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2020.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the six months ended June 30, 2020, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time we are involved in litigation with respect to matters arising from the ordinary conduct of our business, and currently certain claims are pending against us. In the opinion of management, based upon presently available information, either adequate provision for anticipated costs have been accrued or the ultimate anticipated costs will not materially affect our consolidated financial position, results of operations, or cash flows.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Item 1A. Risk Factors” in the Company’s 2019 Annual Report, which could materially affect our business, financial condition or future results. The risks described in our 2019 Annual Report are not the only the risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results in the future.

The ongoing COVID-19 pandemic and governmental responses thereto could adversely affect the Company’s business.

As previously disclosed by the Company, the ongoing outbreak of the novel coronavirus (“COVID-19”) has caused severe global disruptions and has and may continue to negatively affect economic conditions regionally as well as globally and otherwise impact the Company’s operations and the operations of the Company’s customers and suppliers. Governments in affected countries have imposed travel bans, quarantines and other emergency public health measures in an effort to contain the outbreak. These measures have resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets which has reduced the global demand for oil and refined petroleum products. Additionally, as a result of restrictive measures, the Company’s vessels may not be able to call on ports, or may be restricted from disembarking from ports, located in regions affected by the outbreak. The Company may also experience operational disruptions and delays, unavailability of normal port infrastructure and services including limited access to equipment, critical goods and personnel, disruptions to crew change, quarantine of ships and/or crew, counterparty solidity, closure of ports and custom offices, as well as disruptions in the supply chain and industrial production, which may lead to reduced cargo demand, amongst other potential consequences attendant to pandemic diseases.

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To date, the COVID-19 pandemic has primarily affected the Company’s operations in the following ways, which may result in loss of revenue days and/or increase in vessel operating expenses:

· the Company’s ability to arrange, in a timely manner, crew reliefs, Flag and Class Surveys, delivery of spares and stores, and requested inspections of vessels, has been made more difficult by the effects of COVID-19;

· it has become more difficult for the Company to obtain services required by the vessels;

· the Company is now required to comply with the requirements of port states with respect to procedures for the prevention of community spread of COVID-19; and

· the Company has needed to implement precautions to prevent any exposure of our ships’ crews to COVID-19 when calling at ports and/or places affected by the virus.

If the COVID-19 pandemic continues on a prolonged basis or becomes more severe, the rate environment in the crude and product markets may deteriorate and our operations and cash flows may be negatively impacted. A prolonged negative rate environment could result in the value of our vessels being impaired which could in turn impair our ability to borrow amounts under our revolving credit facilities or to access to credit and capital markets in the future on favorable terms or at all.

The extent to which COVID-19 will impact the Company’s results of operations and financial condition, including possible impairments, will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the virus and the actions to contain or treat its impact, among others. Accordingly, an estimate of the impact of COVID-19 on the Company and its operations cannot be made at this time. However, if the pandemic worsens, additional restrictions are imposed or current restrictions are imposed for a longer period of time in response to the outbreak, it may have a material adverse effect on the Company’s future results of operation and financial condition.

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ITEM 6. EXHIBITS

Exhibit No.	Description
2.1	Transaction Agreement, dated as of November 27, 2018 (the “Transaction Agreement”), by and among DSS Holdings L.P., DSS Crude Transport Inc., DSS Products Transport Inc., Diamond S Technical Management LLC, Capital Product Partners L.P., Athena SpinCo Inc., Athena Mergerco 1 Inc., Athena Mergerco 2 Inc., Athena Mergerco 3 LLC, and Athena Mergerco 4 LLC (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 10, initially filed on December 21, 2018 (the “Form 10”))†
2.2	Amendment No. 1, dated March 7, 2019, to the Transaction Agreement (incorporated by reference to Exhibit 2.2 to the Form 10)
3.1	Articles of Amendment of the Articles of Incorporation of Athena SpinCo Inc. (now known as Diamond S Shipping Inc.) (incorporated by reference to Exhibit 3.2 to the Form 10)
3.2	Amended and Restated Articles of Incorporation of Diamond S Shipping Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 21, 2019)
3.3	Amended and Restated Bylaws of Diamond S Shipping Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 21, 2019)
4.1	Registration Rights Agreement, dated March 27, 2019 (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed on March 29, 2019 (the “March 29 Form 8-K”))
4.2	Director Designation Agreement, dated March 27, 2019, with certain former CPLP investors (incorporated by reference to Exhibit 10.2 to the March 29 Form 8-K)
4.3	Director Designation Agreement, dated March 27, 2019, with certain WLR investors (incorporated by reference to Exhibit 10.3 to the March 29 Form 8-K)
4.4	Director Designation Agreement, dated March 27, 2019, with First Reserve Investors (incorporated by reference to Exhibit 10.4 to the March 29 Form 8-K)
10.1	Employment Agreement, dated as of April 9, 2020, between Diamond S Management LLC and Craig H. Stevenson, Jr. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2020 (the “May 13 Form 10-Q”))
10.2	Employment Agreement, dated as of April 2, 2020, between Diamond S Management LLC and Kevin M. Kilcullen (incorporated by reference to Exhibit 10.2 to the May 13 Form 10-Q)
10.3	Employment Agreement, dated as of April 7, 2020, between Diamond S Management LLC and Sanjay Sukhrani (incorporated by reference to Exhibit 10.3 to the May 13 Form 10-Q)
31.1	Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002, by Craig H. Stevenson, Jr., Chief Executive Officer.
31.2	Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002, by Kevin M. Kilcullen, Chief Financial Officer.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002, by Craig H. Stevenson, Jr., Chief Executive Officer.*
32.2	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002, by Kevin M. Kilcullen.*
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

†	Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish a copy of any such omitted schedule or similar attachment to the SEC upon request.
*	The certifications attached as exhibits 32.1 and 32.2 to this quarterly report on Form 10-Q are “furnished” to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

36

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		DIAMOND S SHIPPING INC.
Date:	August 14, 2020	By:	/s/ Craig H. Stevenson, Jr.
			Craig H. Stevenson, Jr.
			Chief Executive Officer and President
			(Principal Executive Officer)

Date:	August 14, 2020	By:	/s/ Kevin M. Kilcullen
			Kevin M. Kilcullen
			Chief Financial Officer
			(Principal Financial Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Craig H. Stevenson, Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Diamond S Shipping Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2020

/s/ Craig H. Stevenson, Jr.

Craig H. Stevenson, Jr.

Chief Executive Officer, President and Director 

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Kevin M. Kilcullen, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Diamond S Shipping Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2020

/s/ Kevin M. Kilcullen

Kevin M. Kilcullen

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Diamond S Shipping Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2020, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Craig H. Stevenson, Jr., Chief Executive Officer, President and Director of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2020

/s/ Craig H. Stevenson, Jr.

Craig H. Stevenson, Jr.

Chief Executive Officer and President

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Diamond S Shipping Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2020, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Kevin M. Kilcullen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2020

/s/ Kevin M. Kilcullen

Kevin M. Kilcullen

Chief Financial Officer

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2020	Aug. 13, 2020
Document and Entity Information
Document Type	10-Q
Document Period End Date	Jun. 30, 2020
Entity Registrant Name	Diamond S Shipping Inc.
Trading Symbol	dssi
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Central Index Key	0001761940
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		40,440,173

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 118,392	$ 83,609
Due from charterers - Net of provision for doubtful accounts of $1,717 and $1,415, respectively	80,663	80,691
Inventories	21,730	32,071
Prepaid expenses and other current assets	13,815	13,179
Total current assets	234,600	209,550
Noncurrent assets:
Vessels - Net of accumulated depreciation of $605,350 and $553,483, respectively	1,821,428	1,865,738
Other property - Net of accumulated depreciation of $737 and $584, respectively	508	642
Deferred drydocking costs - Net of accumulated amortization of $21,505 and $17,975, respectively	35,720	37,256
Restricted cash	5,679	5,610
Advances to Norient pool	1,390
Time charter contracts acquired - Net of accumulated amortization of $3,914 and $2,296, respectively	3,486	5,004
Other noncurrent assets	3,543	4,582
Total noncurrent assets	1,871,754	1,918,832
Total	2,106,354	2,128,382
Current liabilities:
Current portion of long-term debt	134,389	134,389
Accounts payable and accrued expenses	37,569	44,062
Deferred charter hire revenue	6,482	1,934
Derivative liability	456
Total current liabilities	178,896	180,385
Long-term debt - Net of deferred financing costs of $14,258 and $15,866, respectively	633,468	744,055
Derivative liability	440
Total liabilities	812,804	924,440
Commitments and contingencies (Note 15)
Equity:
Common stock, par value $0.001; 100,000,000 shares authorized; issued and outstanding 39,912,877 and 39,890,699 shares at June 30, 2020 and December 31, 2019, respectively	40	40
Treasury stock - at cost; 137,289 shares at June 30, 2020	(1,418)
Additional paid-in capital	1,239,408	1,237,658
Accumulated other comprehensive loss	(896)
Retained earnings (accumulated deficit)	22,189	(68,567)
Total Diamond S Shipping Inc. equity	1,259,323	1,169,131
Noncontrolling interests	34,227	34,811
Total equity	1,293,550	1,203,942
Total	$ 2,106,354	$ 2,128,382

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Provision for doubtful accounts	$ 1,717	$ 1,415
Unamortized deferred financing costs	$ 14,258	$ 15,866
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	39,912,877	39,890,699
Common stock, shares outstanding	39,912,877	39,890,699
Treasury stock - at cost (in shares)	137,289
Vessels
Accumulated depreciation	$ 605,350	$ 553,483
Other property
Accumulated depreciation	737	584
Deferred drydocking costs
Accumulated amortization	21,505	17,975
Time charter contracts acquired
Accumulated amortization	$ 3,914	$ 2,296

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Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Revenue:
Voyage revenue	$ 183,553	$ 149,295	$ 393,278	$ 251,951
Operating expenses:
Voyage expenses	49,349	65,895	124,030	107,473
Vessel expenses	41,738	42,376	83,274	67,177
Depreciation and amortization expense	28,771	29,243	57,531	51,199
General and administrative expenses	7,485	7,320	15,609	13,608
Total operating expenses	127,343	144,834	280,444	239,457
Operating income	56,210	4,461	112,834	12,494
Other (expense) income:
Interest expense	(9,711)	(13,422)	(21,087)	(22,792)
Other income	3	384	336	901
Total other expense - Net	(9,708)	(13,038)	(20,751)	(21,891)
Net income (loss)	46,502	(8,577)	92,083	(9,397)
Less: Net income (loss) attributable to noncontrolling interest	790	(74)	1,327	132
Net income (loss) attributable to Diamond S Shipping Inc.	$ 45,712	$ (8,503)	$ 90,756	$ (9,529)
Net earnings (loss) per share - basic	$ 1.15	$ (0.21)	$ 2.28	$ (0.28)
Net earnings (loss) per share - diluted	$ 1.14	$ (0.21)	$ 2.26	$ (0.28)
Weighted average common shares outstanding - basic (in shares)	39,920,559	39,890,698	39,861,943	33,774,260
Weighted average common shares outstanding - diluted (in shares)	40,111,348	39,890,698	40,091,647	33,774,260
Spot revenue
Revenue:
Voyage revenue	$ 162,419	$ 129,344	$ 350,071	$ 227,793
Time charter revenue
Revenue:
Voyage revenue	20,815	$ 19,951	42,888	$ 24,158
Pool revenue
Revenue:
Voyage revenue	$ 319		$ 319

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Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Condensed Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)	$ 46,502	$ (8,577)	$ 92,083	$ (9,397)
Unrealized loss on cash flow hedges	(896)	(1,882)	(896)	(2,978)
Other comprehensive loss	(896)	(1,882)	(896)	(2,978)
Comprehensive income (loss)	45,606	(10,459)	91,187	(12,375)
Less: comprehensive income (loss) attributable to noncontrolling interest	790	(74)	1,327	132
Comprehensive income (loss) attributable to Diamond S Shipping Inc.	$ 44,816	$ (10,385)	$ 89,860	$ (12,507)

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Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Partners Contributions	Treasury Stock	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Noncontrolling Interests	Total
Balance at Dec. 31, 2018	$ 994,771			$ 2,558	$ 4,387	$ (56,477)	$ 34,607	$ 979,846
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative effect of accounting change						(2,784)		(2,784)
Merger transaction (Note 3)	(994,771)		$ 40	1,231,579				236,848
Unrealized loss on cash flow hedges					(1,096)			(1,096)
Net income (loss)						(1,026)	206	(820)
Balance at Mar. 31, 2019			40	1,234,137	3,291	(60,287)	34,813	1,211,994
Balance at Dec. 31, 2018	$ 994,771			2,558	4,387	(56,477)	34,607	979,846
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Unrealized loss on cash flow hedges								(2,978)
Net income (loss)								(9,397)
Balance at Jun. 30, 2019			40	1,234,998	1,409	(68,790)	35,719	1,203,376
Balance at Mar. 31, 2019			40	1,234,137	3,291	(60,287)	34,813	1,211,994
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Unrealized loss on cash flow hedges					(1,882)			(1,882)
Capital contributions for NT Suez Holdco LLC							980	980
Stock-based compensation				861				861
Net income (loss)						(8,503)	(74)	(8,577)
Balance at Jun. 30, 2019			40	1,234,998	1,409	(68,790)	35,719	1,203,376
Balance at Dec. 31, 2019			40	1,237,658		(68,567)	34,811	1,203,942
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation				1,334				1,334
NT Suez Holdco LLC distribution							(1,568)	(1,568)
Shares repurchased		$ (1,418)						(1,418)
Net income (loss)						45,044	537	45,581
Balance at Mar. 31, 2020		(1,418)	40	1,238,992		(23,523)	33,780	1,247,871
Balance at Dec. 31, 2019			40	1,237,658		(68,567)	34,811	1,203,942
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Unrealized loss on cash flow hedges								(896)
Net income (loss)								92,083
Balance at Jun. 30, 2020		(1,418)	40	1,239,408	(896)	22,189	34,227	1,293,550
Balance at Mar. 31, 2020		(1,418)	40	1,238,992		(23,523)	33,780	1,247,871
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Unrealized loss on cash flow hedges					(896)			(896)
Stock-based compensation				1,109				1,109
NT Suez Holdco LLC distribution							(343)	(343)
Net income (loss)						45,712	790	46,502
Balance at Jun. 30, 2020		$ (1,418)	$ 40	1,239,408	$ (896)	$ 22,189	$ 34,227	1,293,550
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity awards net settled to cover employee withholding taxes				$ (693)				$ (693)

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Cash flows from Operating Activities:
Net income (loss)	$ 92,083	$ (9,397)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense	57,531	51,199
Amortization of deferred financing costs	1,771	1,892
Amortization of time charter hire contracts acquired	1,518	872
Amortization of the realized gain from recouponing swaps		(1,377)
Stock-based compensation expense	2,443	861
Changes in assets and liabilities	6,802	(24,313)
Cash paid for drydocking	(3,014)	(7,691)
Net cash provided by operating activities	159,134	12,046
Cash flows from Investing Activities:
Acquisition costs, net of cash acquired of $16,568		(292,683)
Transaction costs		(18,804)
Payments for vessel additions and other property	(7,481)	(7,388)
Net cash used in investing activities	(7,481)	(318,875)
Cash flows from Financing Activities:
Borrowings on long-term debt		300,000
Principal payments on long-term debt	(67,195)	(35,496)
Borrowings on revolving credit facilities		56,000
Repayments on revolving credit facilities	(45,000)	(26,323)
NT Suez Holdco LLC distribution	(1,911)
Shares repurchased	(1,418)
Cash paid to net settle employee withholding taxes on equity awards	(693)
Proceeds from partners' contributions in subsidiaries		980
Payments for deferred financing costs	(584)	(6,959)
Net cash (used in) provided by financing activities	(116,801)	288,202
Net increase (decrease) in cash, cash equivalents and restricted cash	34,852	(18,627)
Cash, cash equivalents and restricted cash - Beginning of period	89,219	88,158
Cash, cash equivalents and restricted cash - End of period	124,071	69,531
Supplemental disclosures:
Cash paid for interest	$ 20,538	22,075
Unpaid transaction costs in Accounts payable and accrued expenses at the end of the period		280
Unpaid vessel additions in Accounts payable and accrued expenses at the end of the period		$ 2,485

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Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands	6 Months Ended
	Jun. 30, 2019 USD ($)
Condensed Consolidated Statements of Cash Flows
Cash acquired	$ 16,568

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BUSINESS AND BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2020

BUSINESS AND BASIS OF PRESENTATION

BUSINESS AND BASIS OF PRESENTATION

1.BUSINESS AND BASIS OF PRESENTATION

Business—Diamond S Shipping Inc. (“DSSI”) was formed on November 14, 2018 under the laws of the Republic of the Marshall Islands for the purpose of receiving, via contribution from Capital Product Partners L.P. (“CPLP”), CPLP’s crude and product tanker business and combining that business with the business and operations of DSS Holdings L.P. (“DSS LP”) pursuant to the Transaction Agreement, dated as of November 27, 2018 (as amended, the “Transaction Agreement”), by and among CPLP, DSS LP, DSSI and the other parties named therein. DSS LP was a Cayman Islands limited partnership formed on October 1, 2007.

On March 27, 2019, DSSI and DSS LP and all of its directly-owned subsidiaries (the “DSS LP Subsidiaries”) completed a merger pursuant to the Transaction Agreement. Pursuant to the terms of the Transaction Agreement, on March 27, 2019, the DSS LP Subsidiaries merged with and into DSSI, with DSSI being the surviving corporation in the merger (the “Merger”). DSSI and the DSS LP Subsidiaries are hereinafter referred to collectively as the “Company.”

The Merger was accounted for as a reverse acquisition in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, “Business Combinations” as the DSS LP Subsidiaries are the accounting acquirer for financial reporting purposes. Accordingly, the historical consolidated financial statements of the DSS LP Subsidiaries for periods prior to the Merger are considered to be the predecessor financial statements of the Company. Refer to Note 3 — Merger Transaction for further information.

The Company is a seaborne transporter of crude oil and refined petroleum products, operating in the international shipping industry. As of June 30, 2020, through its wholly-owned subsidiaries, the Company owns and operates 64 tanker vessels: 13 Suezmax crude carriers, one Aframax crude carrier and 50 medium range (“MR”) product carriers. The Company also controls and operates two Suezmax vessels through a joint venture (Refer to Note 5 — Joint Venture Investments).

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation — The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which includes the accounts of the Company and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Basis of Presentation — The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and operating results have been included in the statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2019 and notes thereto included in the Company’s annual report on Form 10-K (the “2019 Financial Statements”). The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2020.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period for as long as it is available. The Company’s condensed consolidated financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Section 107 of the JOBS Act provides that the decision not to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Cash and Cash Equivalents, and Restricted Cash — The following table provides a reconciliation of Cash and cash equivalents and Restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the condensed consolidated statements of cash flows:

	June 30, 2020		December 31, 2019		June 30, 2019		December 31, 2018
Cash and cash equivalents	$	118,392	$	83,609	$	64,144	$	83,054
Restricted cash		5,679		5,610		5,387		5,104
Total Cash and cash equivalents, and Restricted cash shown in the condensed consolidated statements of cash flows	$	124,071	$	89,219	$	69,531	$	88,158

Amounts included in restricted cash represent those required to be set aside by the $66 Million Facility, as defined in Note 8 below. The restriction will lapse when the related long-term debt is retired.

Revenue and Voyage Expense Recognition — Total voyage revenue includes revenue earned on fixed rate time charters, spot market voyage charters, spot market-related time charters and pools. Pursuant to the new revenue recognition guidance, which was adopted as of January 1, 2019, revenue for spot market voyage charters is recognized ratably over the total transit time of each voyage, which commences at the time the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port.

As a result of the adoption of the new revenue recognition guidance on January 1, 2019, the Company recorded a net increase to the opening accumulated deficit of $2,784 for the cumulative impact of adopting the new guidance. The impact related primarily to the change in accounting for spot market voyage charters. Prior to the adoption of the new guidance, revenue for spot market voyage charters was recognized ratably over the total transit time of the voyage, which previously commenced the later of when the vessel departed from its last discharge port or when an agreement was entered into with the charterer, and ended at the time the discharge of cargo was completed at the discharge port. As a result of the adoption of the new guidance, revenue for spot market voyage charters is now being recognized ratably over the total transit time of the voyage which now begins when the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port. Additionally, the Company has identified that the contract fulfillment costs of spot market voyage charters consist primarily of the fuel consumption that is incurred by the Company from the end of the previous vessel employment until the arrival at the loading port. The fuel consumption during this period is deferred and recorded as deferred voyage costs included in Prepaid expenses and other current assets in the condensed consolidated balance sheet and is amortized ratably over the total transit time of the voyage from arrival at the loading port until the vessel departs from the discharge port and recognized as part of Voyage expenses. Refer also to Note 6 — Prepaid expenses and other current assets.

In time charters, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. These voyage expenses are borne by the Company when engaged in spot market voyage charters. As such, there are significantly higher voyage expenses for spot market voyage charters as compared to time charters.  There are certain other non-specified voyage expenses, such as commissions, which are typically borne by the Company.

Recent Accounting Pronouncements

New accounting standards to be implemented — In February 2016, the FASB issued ASU No. 2016‑02, “Leases (Topic 842)” (“ASU 2016‑02”), which establishes a comprehensive new lease accounting model. ASU 2016‑02 clarifies the definition of a lease, requires a dual approach to lease classification similar to current lease classifications, and causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease term of more than twelve months. For the Company, ASU 2016‑02 is effective for annual periods beginning after December 15, 2020, and interim reporting periods within annual reporting periods beginning after December 15, 2021, with early adoption permitted. The most significant effects of adoption relate to the recognition of right-of-use assets and lease liabilities on the balance sheet for operating leases and providing new disclosures about the Company's leasing activities. The Company is currently analyzing its contracts and will then calculate the right-of-use assets and lease liabilities as of January 1, 2021 based on the present value of the Company’s remaining minimum lease payments, primarily due to the recognition of right-of-use assets and lease liabilities with respect to operating leases.

In June 2016, the FASB issued ASU No. 2016‑13, “Financial Instruments—Credit Losses (Topic 326)” (“ASU 2016‑13”), which amends several aspects of the measurement of credit losses on financial instruments based on an estimate of current expected credit losses. ASU 2016‑13 will apply to loans, accounts receivable, trade receivables, other financial assets measured at amortized cost, loan commitments and other off-balance sheet credit exposures. ASU 2016‑13 will also apply to debt securities and other financial assets measured at fair value through other comprehensive income. For the Company, ASU 2016‑13 is effective for annual periods beginning after December 15, 2020, and interim reporting periods within annual reporting periods beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the potential impact of this pronouncement on the condensed consolidated financial statements.

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MERGER TRANSACTION

6 Months Ended

Jun. 30, 2020

MERGER TRANSACTION

MERGER TRANSACTION

3.           MERGER TRANSACTION

As discussed in Note 1, the Company completed a Merger on March 27, 2019. Directly prior to the Merger, the following took place:

· DSSI formed four wholly-owned subsidiaries organized under the laws of the Republic of the Marshall Islands, referred to as “Products Merger Entity,” “Crude Merger Entity,” “Management Merger Entity” and “Surviving Merger Entity.”

· CPLP separated its product and crude tanker businesses into separate lines of subsidiaries and contributed them to DSSI (the “Separation”).

· DSSI issued 12,724,500 additional common shares in connection with the contribution by CPLP.

· In the Separation, CPLP contributed to DSSI (1) CPLP’s crude and product tanker vessels, (2) an amount in cash equal to $10 million and (3) associated inventories.

· On March 27, 2019, CPLP distributed on a pro rata basis all 12,725,000 then-outstanding common shares of DSSI to its unitholders of record as of March 19, 2019 (the “Distribution”).

Immediately following the Distribution, the Merger took place, which is detailed as follows:

· The Pre-Mergers took place:

o DSS Crude Transport Inc., a wholly-owned subsidiary of DSS LP, merged with Crude Merger Entity, with DSS Crude Transport Inc. surviving the merger,

o DSS Products Transport Inc., a wholly-owned subsidiary of DSS LP, merged with Products Merger Entity, with DSS Products Transport Inc. surviving the merger, and

o Diamond S Technical Management LLC, a wholly-owned subsidiary of DSS LP, merged with Management Merger Entity, with Diamond S Technical Management LLC surviving the merger.

· Following the Pre-Mergers and pursuant to the same plan, each of DSS Crude Transport Inc., DSS Products Transport Inc. and Diamond S Technical Management LLC merged with the Surviving Merger Entity, with the Surviving Merger Entity surviving. The Surviving Merger Entity subsequently merged with DSSI, with DSSI surviving.

Pursuant to the Transaction agreement, the CPLP unitholders received 12,725,000 common shares in DSSI, and the DSS LP limited partners received common shares of DSSI that were determined by the factor to which DSS LP’s net asset value is to the net asset value of DSSI immediately after the Distribution, multiplied by the number of shares distributed to CPLP unitholders after the March 27, 2019 effective date. This equated to the DSS LP limited partners receiving 27,165,696 common shares.

The Merger completed on March 27, 2019, and the Company’s common shares commenced trading on the New York Stock Exchange on March 28, 2019.

The Merger was accounted for as a reverse acquisition in accordance with ASC 805, “Business Combinations.” Based on the structure of the Merger and other activities contemplated by the Transaction Agreement, relative outstanding share ownership, the composition of the Company’s board of directors and the designation of certain senior management positions of the Company, the DSS LP Subsidiaries are the accounting acquirer for financial reporting purposes.

Further, in accordance with ASU 2017‑01, the Merger was determined to be an asset acquisition as substantially all of the fair value of the gross assets acquired is concentrated in a group of similar identifiable assets.

The consideration transferred, assets acquired, and liabilities assumed are recognized as follows:

Consideration paid and transferred
Cash paid — net of cash received of $16,568	$	292,683
Common stock issued to CPLP		236,848
Transaction costs		20,738
Total consideration paid and transferred	$	550,269
Net assets acquired
Due from charterers	$	4,514
Inventories		6,969
Prepaid expenses and other current assets		1,152
Vessels		537,988
Time charter contracts acquired — assets		7,300
Other noncurrent assets		2,191
Accounts payable and accrued expenses		(7,478)
Deferred charter hire revenue		(2,367)
Net assets acquired	$	550,269

Further, as the Merger was determined to be an asset acquisition, the Company recorded the acquired assets and liabilities at the cost of the acquisition, including transaction costs, on the basis of relative fair value. The carrying value of the vessels were recorded in accordance with the principles set forth under ASC Topic 820, “Fair Value Measurement” based upon current market values obtained from at least two independent ship brokers. The time charter contract assets acquired represent an estimate of the fair value of the time charters acquired as of the date of the Merger, and considers the differential between the stated time charter rate and the contracts’ fair value at the time of the Merger.

In connection with the Merger, the incentive units granted under the DSS LP unit incentive plan expired with no value. Further, while the Company is now a public company, management believe that, pursuant to Section 883 of the U.S. Internal Revenue Code of 1986, the income related to vessel operations will continue to be exempt from U.S. federal income tax, although no assurance can be given that the Company will continue to satisfy this statutory exemption from U.S. federal income taxation.

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NET EARNINGS (LOSS) PER SHARE

6 Months Ended

Jun. 30, 2020

NET EARNINGS (LOSS) PER SHARE

NET EARNINGS (LOSS) PER SHARE

4.           NET EARNINGS (LOSS) PER SHARE

The computation of basic net earnings (loss) per share is based on the weighted-average number of common shares outstanding during the reporting period. The computation of diluted net earnings (loss) per share assumes the vesting of nonvested stock awards (refer to Note 14 — Stock-Based Compensation), for which the assumed proceeds upon vesting are deemed to be the amount of compensation cost attributable to future services and are not yet recognized using the treasury stock method, to the extent dilutive. Of the 616,157 and 566,660 nonvested shares and RSUs outstanding as of June 30, 2020 and 2019, 218,248 and 566,660, respectively, were excluded from the computation of diluted net earnings per share because these were anti-dilutive (refer to Note 14 — Stock-Based Compensation).

	For the Three Months Ended		For the Six Months Ended
	June 30,		June 30,
	2020	2019	2020	2019
Common shares outstanding, basic:
Weighted-average common shares outstanding, basic	39,920,559	39,890,698	39,861,943	33,774,260
Common shares outstanding, diluted:
Weighted-average common shares outstanding, basic	39,920,559	39,890,698	39,861,943	33,774,260
Dilutive effect of restricted stock awards	190,789	—	229,704	—
Weighted-average common shares outstanding, diluted	40,111,348	39,890,698	40,091,647	33,774,260

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JOINT VENTURE INVESTMENTS

6 Months Ended

Jun. 30, 2020

JOINT VENTURE INVESTMENTS

JOINT VENTURE INVESTMENTS

5.           JOINT VENTURE INVESTMENTS

NT Suez Holdco LLC — In September 2014, the Company formed a joint venture, NT Suez Holdco LLC (“NT Suez”), to purchase two Suezmax newbuildings. The two vessels were delivered in October and November 2016.

NT Suez is owned 51% by the Company and 49% by WLR/TRF Shipping S.a.r.l (“WLR/TRF”). WLR/TRF is indirectly owned by funds managed or jointly managed by WL Ross & Co, LLC (“WLR”), including WLR Recovery Fund V DSS AIV, L.P. and WLR V Parallel ESC, L.P., which are also shareholders of the Company. WLR is a fund manager that manages the Company’s largest shareholders.

As of June 30, 2020 and December 31, 2019, the investments NT Suez received from the Company and WLR/TRF aggregated $74,104, which was used for shipyard installment payments and working capital. In February 2020, NT Suez distributed $1,632 and $1,568 to the Company and WLR/TRF, respectively. In June 2020, NT Suez distributed $357 and $343 to the Company and WLR/TRF, respectively.

Management has determined that NT Suez qualifies as a variable interest entity, and, when aggregating the variable interests held by the related parties (i.e. the Company and WLR/TRF), the Company is the primary beneficiary as the Company has the ability to direct the activities that most significantly impact NT Suez’s economic performance. Accordingly, the Company consolidates NT Suez.

Diamond Anglo Ship Management Pte. Ltd. — In January 2018, the Company and Anglo Eastern Investment Holdings Ltd. (“AE Holdings”), a third party, formed a joint venture, Diamond Anglo Ship Management Pte. Ltd. (“DASM”). DASM is owned 51% by the Company and 49% by AE Holdings as of June 30, 2020 and December 31, 2019, and was formed to provide ship management services to the Company’s vessels.

As of June 30, 2020 and December 31, 2019, the investments DASM received from the Company and AE Holdings totaled $51 and $49, respectively, which were used for general and administrative expenses.

Management has determined that DASM qualifies as a variable interest entity, and, when aggregating the variable interests held by the Company and AE Holdings, the Company is the primary beneficiary as the Company has the ability to direct the activities that most significantly impacts DASM’s economic performance. Accordingly, the Company consolidates DASM.

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PREPAID EXPENSES AND OTHER CURRENT ASSETS

6 Months Ended

Jun. 30, 2020

PREPAID EXPENSES AND OTHER CURRENT ASSETS

PREPAID EXPENSES AND OTHER CURRENT ASSETS

6.           PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following as of June 30, 2020 and December 31, 2019:

	June 30,		December 31,
	2020		2019
Advances to Capital Ship Management Corp. (“CSM”) (Refer to Note 13-Related Party Transactions)	$	6,427	$	5,757
Advances to technical managers		121		26
Insurance claims receivable		733		511
Prepaid insurance		1,605		1,093
Advances to agents		1,388		1,421
Deferred voyage costs		2,074		3,132
Other		1,467		1,239
Total prepaid expenses and other current assets	$	13,815	$	13,179

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES

6 Months Ended

Jun. 30, 2020

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

7.           ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following as of June 30, 2020 and December 31, 2019:

	June 30,		December 31,
	2020		2019
Trade accounts payable and accrued expenses	$	10,922	$	9,716
Accrued vessel and voyage expenses		24,094		32,201
Accrued interest		47		1,090
Accrued vessel and voyage expenses and Other current liabilities (Refer to Note 13 – Related Party Transactions)		2,506		1,055
Total accounts payable and accrued expenses	$	37,569	$	44,062

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LONG-TERM DEBT

6 Months Ended

Jun. 30, 2020

LONG-TERM DEBT

LONG-TERM DEBT

8.           LONG-TERM DEBT

Long-term debt at June 30, 2020 and December 31, 2019 was comprised of the following:

	June 30, 2020		December 31, 2019
$360 Million Facility	$	255,000	$	327,500
$525 Million Facility		477,500		515,000
$66 Million Facility		49,615		51,810
Total		782,115		894,310
Less: Unamortized deferred financing costs		(14,258)		(15,866)
Less: Current portion		(134,389)		(134,389)
Long-term debt, net of deferred financing costs	$	633,468	$	744,055

$360 Million Facility — On March 27, 2019, in connection with the Merger, the Company entered into a $360,000 five-year Credit Agreement, as amended (the “$360 Million Facility”), for the purposes of financing the Merger and refinancing the $30 Million Line of Credit (defined below). The $360 Million Facility consists of a term loan of $300,000 and a revolving loan of $60,000, and is collateralized by the 25 vessels acquired in the Merger and the three vessels that collateralized the $30 Million Line of Credit, with reductions based on a 17 year age-adjusted amortization schedule, payable on a quarterly basis. The term loan component of the $360 Million Facility bears interest at the Eurodollar Rate for a three-month interest period, plus a 2.65% interest rate margin,  and the interest is paid quarterly. Commitment fees on undrawn amounts related to the revolving loan component of the $360 Million Facility are 1.06%. As of June 30, 2020, $10,000 of the revolving loan was drawn, while $50,000 was available and undrawn.

The $360 Million Facility contains certain restrictions on the payments of dividends. The $360 Million Facility permits the Company to pay dividends so long as the payment of dividends does not cause an event of default, and limits dividends payable so that they do not exceed in any fiscal quarter an amount that is equal to 50% of the adjusted consolidated net income of the Company in such fiscal quarter.

$525 Million Facility — On December 23, 2019, the Company entered into a $525,000 five-year Credit Agreement (the “$525 Million Facility”), for the purposes of refinancing the $460 Million Facility, the $235 Million Facility and the $75 Million Facility (defined below). The $525 Million Facility consists of a term loan of $375,000 and a revolving loan of $150,000, and is collateralized by the 36 vessels that collateralized the $460 Million Facility, the $235 Million Facility and the $75 Million Facility, with reductions based on a 17 year age-adjusted amortization schedule, payable on a quarterly basis. The term loan component of the $525 Million Facility bears interest at the Eurodollar Rate for a three-month interest period, plus a 2.50% interest rate margin, and the interest is paid quarterly. Commitment fees on undrawn amounts related to the revolving loan component of the $525 Million Facility are 0.875%. As of June 30, 2020, $140,000 of the revolving loan was drawn, while $10,000 was available and undrawn.

The $525 Million Facility contains certain restrictions on the payments of dividends. The $525 Million Facility permits the Company to pay dividends so long as the payment of dividends does not cause an event of default, and limits dividends payable so that they do not exceed in any fiscal quarter an amount that is equal to 50% of the adjusted consolidated net income of the Company in the preceding fiscal quarter.

Prior to the December 2019 refinancing, the Company financed 26 MR vessels, which were acquired in September 2011, with a $460,000 five-year senior secured term loan facility, as amended (the “$460 Million Facility”). Interest was paid monthly, and the $460 Million Facility bore interest at the Eurodollar Rate for a one-month interest period, plus a 2.80% interest rate margin.

Also, prior to the December 2019 refinancing, the Company financed eight 2012-built Suezmaxes with a $235,000 five-year senior secured financing facility, as amended (the “$235 Million Facility”), which consisted of a term loan of $220 million and a revolving loan of $15,000. Interest on the term loan component was paid quarterly and the $235 Million Facility bore interest at the Eurodollar Rate for a three-month interest period, plus a 2.75% interest rate margin. Commitment fees on undrawn amounts related to the revolving loan component of the $235 Million Facility were 1.10%.

Lastly, prior to the December 2019 refinancing, the Company financed two 2016-built Suezmaxes vessels with a $75,000 seven-year senior secured term loan facility, as amended (the “$75 Million Facility”). Interest was paid quarterly, and the $75 Million Facility bore interest at the Eurodollar Rate for a three-month interest period, plus a 2.20% interest rate margin.

$66 Million Facility — On August 9, 2016, the Company entered into a $66,000 five-year senior secured term loan facility (the “$66 Million Facility”) for the purpose of financing two vessels controlled through the joint venture NT Suez (refer to Note 5 — Joint Venture Investments). The $66 Million Facility, which is collateralized by the two vessels controlled through NT Suez, is a nonrecourse term loan with reductions that are based on a 15-year amortization schedule, and are payable on a quarterly basis. Interest is paid quarterly, and the $66 Million Facility bears interest at the Eurodollar Rate for a three-month interest period, plus a 3.25% interest rate margin.

The $66 Million Facility contains certain restrictions on the payments of dividends by the NT Suez joint venture. The $66 Million Facility permits the NT Suez joint venture to pay dividends so long as the payment of dividends does not cause an event of default, and does not exceed an amount equal to 75% of the consolidated net income, as determined in accordance with GAAP, of the borrower, which is the consolidated accounts of NT Suez.

Interest Rates — The following table sets forth the effective interest rate associated with the interest costs for the Company’s debt facilities, including the rate differential between the fixed pay rate and the variable receive rate on the interest rate swap agreements that were in effect (refer to Note 9 — Interest Rate Swaps), combined, as well as the cost associated with the commitment fees. Additionally, the table includes the range of interest rates on the debt, excluding the impact of swaps and commitment fees:

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Effective interest rate	4.09	%	4.98	%	4.36	%	4.98	%
Range of interest rates (excluding impact of swaps and unused commitment fees)	3.95% to 4.71	%	4.53% to 5.86	%	3.95% to 5.32	%	4.53% to 6.06	%

Restrictive Covenants — The Company’s credit facilities credit contain restrictive covenants and other non-financial restrictions. The $360 Million Facility and $525 Million Facility include, among other things, restrictions on the Company’s ability to incur indebtedness, limitations on dividends, minimum cash balance, collateral maintenance, leverage ratio requirements, minimum working capital requirements, and other customary restrictions. The $66 Million Facility includes restrictions and financial covenants including, among other things, the Company’s ability to incur indebtedness, limitations on dividends, minimum cash balance, collateral maintenance, and other customary restrictions. The Company was in compliance with its financial covenants as of June 30, 2020.

Maturities — The aggregate maturities of debt during the remaining six months of the year ending December 31, 2020, and annually for the years ending December 31 are as follows:

2020 (for the remaining six months of the year)	$	67,194
2021		177,421
2022		130,000
2023		130,000
2024		277,500
Total	$	782,115

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INTEREST RATE SWAPS

6 Months Ended

Jun. 30, 2020

INTEREST RATE SWAPS

INTEREST RATE SWAPS

9.           INTEREST RATE SWAPS

The Company uses interest rate swaps for the management of interest rate risk exposure, as the interest rate swaps effectively convert a portion of the Company’s debt from a floating to a fixed rate. The interest rate swaps are agreements between the Company and counterparties to pay, in the future, a fixed-rate payment in exchange for the counterparties paying the Company a variable payment. The amount of the net payment obligation is based on the notional amount of the swap contract and the prevailing market interest rates. The Company may terminate the swap contracts prior to their expiration dates, at which point a realized gain or loss would be recognized. The value of the Company’s commitment would increase or decrease based primarily on the extent to which interest rates move against the rate fixed for each swap. All derivatives are recognized on the Company’s Consolidated Balance Sheets at their fair values. For accounting hedges, on the date the derivative contract is entered into, the Company designates the derivative as (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value” hedge) or (2) a hedge of a forecasted transaction (“cash flow” hedge).

The Company previously entered into interest rate swap transactions, with multiple counterparties, which were designated as cash flow hedges. In September 2018, the Company re-couponed its swaps, receiving cash of $6,813, with the corresponding gain recognized ratably over the original term of the hedged instruments. The re-couponed swaps were terminated in December 2019 when the related $460 Million Facility was extinguished. Upon the swaps’ termination, the Company made a payment of $2,486 and recognized the remaining gain that resulted from the re-couponing in September 2018, which are recognized in Interest expense in the condensed consolidated statements of operations.

On April 29, 2020, the Company entered into interest rate swap transactions, with multiple counterparties, which were designated as cash flow hedges. In accordance with these transactions, the Company will pay an average fixed-rate interest amount of 0.54% and will receive floating rate interest amounts based on three-month LIBOR settings. These interest rate swaps are designated as cash flow hedges with a start date of June 30, 2020 and end date of December 23, 2024, with an aggregate notional amount outstanding of $205,529 at June 30, 2020.

The derivative asset and liability balances at June 30, 2020 and December 31, 2019 are as follows:

	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet	June 30,		December 31,		Balance Sheet	June 30,		December 31,
	Location	2020		2019		Location	2020		2019
Derivatives designated as hedging instruments
Interest rate contracts	Derivative asset (Current assets)	$	—	$	—	Derivative liability (Current liabilities)	$	456	$	—
Interest rate contracts	Derivative asset (Noncurrent assets)		—		—	Derivative liability (Noncurrent liabilities)		440		—
Total derivatives designated as hedging instruments			—		—			896		—
Total Derivatives		$	—	$	—		$	896	$	—

The components of Accumulated other comprehensive loss included in the Condensed Consolidated Balance Sheets consist of net unrealized loss on cash flow hedges as of June 30, 2020 and December 31, 2019.

The following table presents the gross amounts of these liabilities with any offsets to arrive at the net amounts recognized in the Condensed Consolidated Balance Sheets at June 30, 2020 and December 31, 2019:

							Gross Amounts not Offset in the
							Condensed Consolidated Balance Sheets
			Gross Amounts		Net Amounts of
	Gross		Offset in the		Liabilities Presented
	Amounts of		Condensed		in the Condensed
	Recognized		Consolidated		Consolidated		Financial		Cash Collateral		Net
	Liabilities		Balance Sheets		Balance Sheets		Instruments		Received		Amount
June 30, 2020 Derivatives	$	896	$	—	$	896	$	—	$	—	$	896
December 31, 2019 Derivatives		—		—		—		—		—		—

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ACCUMULATED OTHER COMPREHENSIVE INCOME

6 Months Ended

Jun. 30, 2020

ACCUMULATED OTHER COMPREHENSIVE INCOME

ACCUMULATED OTHER COMPREHENSIVE INCOME

10.         ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of Accumulated other comprehensive income included in the Condensed Consolidated Balance Sheets consist of net unrealized loss on cash flow hedges as of June 30, 2020 and December 31, 2019.

The changes in Accumulated other comprehensive income by component are as follows:

	For the Six Months Ended
	June 30,
	2020		2019
Accumulated other comprehensive income - January 1,	$	—	$	4,387
Other comprehensive loss before reclassifications		(896)		(4,007)
Amounts reclassified from Accumulated other comprehensive (loss) income		—		1,029
Other comprehensive loss for the period		(896)		(2,978)
Accumulated other comprehensive (loss) income - June 30,	$	(896)	$	1,409

The realized gain for the six months ended June 30, 2019 reclassified from Accumulated other comprehensive income consists of a realized loss of ($348) related to interest rate swap contracts and $1,377 related to the amortization of the gain on re-couponed swaps, as discussed in Note 9. The realized gain reclassified from Accumulated other comprehensive loss are presented in Interest expense in the Condensed Consolidated Statements of Operations.

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FAIR VALUE OF FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2020

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

11.         FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values and carrying amounts of the Company’s financial instruments at June 30, 2020 and December 31, 2019 that are required to be disclosed at fair value, but not recorded at fair value, are as follows:

	June 30, 2020				December 31, 2019
			Estimated				Estimated
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Cash and cash equivalents	$	118,392	$	118,392	$	83,609	$	83,609
Restricted cash		5,679		5,679		5,610		5,610
Variable rate debt		782,115		782,115		894,310		894,310

The following methods and assumptions are used in estimating the fair value of disclosures for financial instruments:

Cash and cash equivalents, and Restricted cash:   The carrying amounts reported in the condensed consolidated balance sheets for Cash and cash equivalents, and Restricted cash approximate fair value. Cash and cash equivalents, and Restricted cash are considered Level 1 items as they represent liquid assets with short-term maturities.

Variable Rate Debt:   The fair value of variable rate debt is based on management’s estimate of rates the Company could obtain for similar debt of the same remaining maturities. Additionally, the Company considers its creditworthiness in determining the fair value of variable rate debt under the credit facilities. The carrying amounts in the above table, which exclude the impact of deferred financing costs, approximate the fair market value for the variable rate debt. Variable rate debt is considered to be a Level 2 item as the Company considers the estimate of rates it could obtain for similar debt.

The fair value of an asset or liability is based on assumptions that market participants would use in pricing the asset or liability. The hierarchies of inputs used when determining fair value are described below:

Level 1:   Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment.

Level 2:   Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3:Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial instruments and the placement of financial instruments within the fair value hierarchy.

The table below provides the financial instruments carried at fair value based on the levels of hierarchy as of the valuation date listed:

	Level 1		Level 2		Level 3		Total
June 30, 2020
Derivative liabilities	$	—	$	896	$	—	$	896

Derivative Liabilities: The fair value of the derivative liabilities, which relate to the interest rate swaps used for hedging purposes, is the estimated amount the Company would pay for the liability to terminate the swap agreements at the reporting date, taking into account current interest rates and the current creditworthiness of the swap counterparties. Interest rate swaps are considered to be a Level 2 item as the Company, using the income approach to value the derivatives, uses observable Level 2 market inputs at measurement date and standard valuation techniques to convert future amounts to a single present amount assuming that participants are motivated, but not compelled to transact. Level 2 inputs for the valuations are limited to quoted prices for similar assets in active markets (specifically, futures contracts on LIBOR for the first two years) and inputs other than quoted prices that are observable for the asset (specifically, LIBOR, cash and swap rates and credit risk at commonly quoted intervals). Mid-market pricing is used as a practical expedient for fair value measurements. Refer to Note 9 - Interest Rate Swaps for further information regarding the Company's interest rate swap agreements.

The Company does not currently have any Level 3 financial assets  or liabilities and there have been no transfers in and/or out of Level 3 during the six months ended June 30, 2020 and 2019.

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REVENUE FROM TIME CHARTERS

6 Months Ended

Jun. 30, 2020

REVENUE FROM TIME CHARTERS

REVENUE FROM TIME CHARTERS

12.         REVENUE FROM TIME CHARTERS

The future minimum revenues, before inclusion of profit-sharing revenue, if any, expected to be received on irrevocable time charters for which revenues can be reasonably estimated and the related revenue days that the vessels are available for employment, and not including charterers’ renewal options for the remaining six months of the year ending December 31, 2020, and annually for the years ending December 31 are as follows:

2020 (for the remaining six months of the year)	$	32,988
2021		37,818
2022		13,511
Total future committed revenue	$	84,317

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2020

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

13.         RELATED PARTY TRANSACTIONS

During the three and six months ended June 30, 2020 and 2019, the Company had the following related party transactions.

Capital Ship Management Corp. (“CSM”) — Pursuant to the Transaction Agreement, for a period of five years, CSM will provide commercial and technical management services for the 25 vessels acquired in the Merger. For the three and six months ended June 30, 2020 and 2019, the following transactions were recorded for these services:

· For the three and six months ended June 30, 2020, $1,934 and $3,867, respectively, and for the three and six months ended June 30, 2019,    $1,934 and $2,019, respectively, was incurred for technical management services, which is included in Vessel expenses in the condensed consolidated statements of operations and have been paid as of June 30, 2020.

· For the three and six months ended June 30, 2020, $622 and $1,367, respectively, and for the three and six months ended June 30, 2019, $582 and $582, respectively, was incurred for commercial management services, which is included in Voyage expenses in the condensed consolidated statements of operations. As of June 30, 2020, $749 remains unpaid, and is included in Accounts payable and accrued expenses in the condensed consolidated balance sheet.

· For the three and six months ended June 30, 2020,$499 and $996, respectively, and for the three and six months ended June 30, 2019, $519 and $519, respectively, was incurred for general management services, which is included in General and administrative expenses in the condensed consolidated statements of operations. As of June 30, 2020, $165 remains unpaid, and is included in Accounts payable and accrued expenses in the condensed consolidated balance sheet.

Working capital is advanced to CSM to procure both voyage and vessel costs. At June 30, 2020, the net funds advanced totaled $3,921, of which $6,427 is included in Prepaid Expense and Other Current Assets in the condensed consolidated balance sheet (refer to Note 6 — Prepaid Expenses and Other Current Assets), and the $2,506 liability is included in Accounts payable and accrued expenses in the condensed consolidated balance sheet (refer to Note 7 — Accounts Payable and Accrued Expenses). At December 31, 2019, the net funds advanced totaled $4,748, of which $5,757 is included in Prepaid Expense and Other Current Assets in the condensed consolidated balance sheet and the $1,009 liability is included in Accounts payable and accrued expenses in the condensed consolidated balance sheet.

At December 31, 2019, amounts received for activity that occurred prior to the Merger that are due to CSM total $46 and are included in Accounts payable and accrued expenses in the condensed consolidated balance sheet. These amounts were settled during the six months ended June 30, 2020.

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STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2020

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

14.         STOCK-BASED COMPENSATION

2019 Equity Incentive Plan — Under the 2019 Equity Incentive Plan (“2019 Plan”), the Company’s Board of Directors, the Compensation Committee, or their designees may grant a variety of stock-based incentive awards representing an aggregate of 3,989,000 shares of common stock to the Company’s officers, directors, employees, and consultants. Such awards include stock options, stock appreciation rights, restricted (nonvested) stock, restricted stock units, and unrestricted stock.

Restricted Stock Units — The Company has issued restricted stock units (“RSUs”) under the 2019 Plan to certain members of the Board of Directors, an executive and certain employees of the Company, which represent the right to receive a share of common stock, or in the sole discretion of the Company’s Compensation Committee, the value of a share of common stock on the date that the RSU vests. Such shares of common stock will only be issued to certain directors, an executive and employees when their RSUs vest under the terms of their grant agreements and 2019 Plan described above.

The RSUs that have been issued to certain members of the Board of Directors vest one year from the date of grant. The RSUs that have been issued to other individuals vest ratably on each of the three anniversaries of the determined vesting date. The table below summarizes the Company’s unvested RSUs for the six months ended June 30, 2020:

	Number of	Weighted Average
	RSUs	Grant Date Price
Outstanding at January 1, 2020	74,716	$	14.03
Granted	47,156		12.08
Vested	(37,639)		13.24
Forfeited	—		—
Outstanding at June 30, 2020	84,233	$	13.29

The following table summarizes certain information of the RSUs unvested and vested as of June 30, 2020:

Unvested RSUs June 30, 2020				Vested RSUs June 30, 2020
			Weighted Average
	Weighted Average		Remaining Contractual	Number of	Weighted Average
Number of RSUs	Grant Date Price		Life	RSUs	Grant Date Price
84,233	$	13.29	1.8	37,639	$	13.24

The Company is amortizing these grants over the applicable graded vesting periods. Forfeitures are taken into account when they occur. As of June 30, 2020, unrecognized compensation cost of $803 related to RSUs will be recognized over a weighted-average period of 1.8 years. For the three and six months ended June 30, 2020, the Company recognized $160 and $370, respectively, of nonvested stock amortization expense for the RSUs, which is included in General and administrative expenses.

Restricted Stock — Under the 2019 Plan, grants of restricted common stock were issued to certain members of the Board of Directors, executives and employees. The restricted common stock issued to certain members of the Board of Directors vest one year from the date of grant. The restricted common stock issued to certain executives and employees ordinarily vest ratably on each of the three anniversaries of the determined vesting date. The table below summarizes the Company’s nonvested stock awards for the six months ended June 30, 2020 which were issued under the 2019 Plan:

	Number of	Weighted Average
	Shares	Grant Date Price
Outstanding at January 1, 2020	562,790	$	13.44
Granted	175,151		12.41
Vested	(161,831)		13.64
Forfeited	(20,127)		13.70
Outstanding at June 30, 2020	555,983	$	13.04

For the six months ended June 30, 2020, 161,831 shares vested under the 2019 Plan. There were no shares that vested under the 2019 Plan during the year ended December 31, 2019. For the three and six months ended June 30, 2020, the Company recognized $856 and $1,980, respectively, in nonvested stock amortization expense for the 2019 Plan restricted stock, which is included in General and administrative expenses.

The Company is amortizing these grants over the applicable graded vesting periods. Forfeitures are taken into account when they occur. As of June 30, 2020, unrecognized compensation cost of $4,769 related to nonvested stock will be recognized over a weighted-average period of 2.2 years.

Performance Awards – The Company granted performance awards that contain service, performance-based and/or market-based vesting criteria. Vesting occurs if the recipient remains employed and depends on the degree to which performance goals are achieved during the three-year performance period (as defined in the award agreements). The table below summarizes the Company’s nonvested performance awards for the six months ended June 30, 2020 which were issued under the 2019 Plan:

		Weighted
	Number of	Average Grant
	Shares	Date Price
Outstanding at January 1, 2020	—	$	—
Granted	133,305		12.60
Vested	—		—
Forfeited	—		—
Outstanding at June 30, 2020	133,305	$	12.60

For the three and six months ended June 30, 2020, the Company recognized $93 in nonvested stock amortization expense for the 2019 Plan performance awards, which is included in General and administrative expenses. As of June 30, 2020, unrecognized compensation cost of $1,586 related to nonvested stock will be recognized over a weighted-average period of 2.8 years.

The future compensation to be recognized for the aforementioned RSUs, restricted stock and performance awards as of June 30, 2020 is as follows:

2020 (for the remaining six months of the year)	$	2,697
2021		2,962
2022		1,245
2023		254
Total	$	7,158

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2020

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

15.         COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of its business. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. The Company is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material effect on the Company, its financial condition, results of operations or cash flows.

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SEGMENT REPORTING

6 Months Ended

Jun. 30, 2020

SEGMENT REPORTING

SEGMENT REPORTING

16.         SEGMENT REPORTING

The Company is engaged primarily in the ocean transportation of crude oil and petroleum products in the international market through the ownership and operation of a diversified fleet of vessels. The international shipping industry has many distinct market segments based, in large part, on the size and design configuration of vessels required. Rates in each market segment are determined by a variety of factors affecting the supply and demand for vessels to move cargoes in the trades for which they are suited. Tankers are not bound to specific ports or schedules and therefore can respond to market opportunities by moving between trades and geographical areas. The Company’s vessels regularly navigate in international waters, over hundreds of trade routes, to hundreds of ports and, as a result, the disclosure of geographic information is impracticable. The Company charters its vessels primarily on voyage charters and on time charters.

The Company has two reportable segments, Crude Tankers and Product Carriers. Segment results are evaluated based on income  from operations. The accounting policies applied to the reportable segments are the same as those used in the preparation of the Company’s consolidated financial statements.

Results for the Company’s revenue and loss from operations by segment for the three and six months ended June 30, 2020 and 2019 are as follows:

	Crude		Product
	Tankers		Carriers		Total
Three Months Ended June 30, 2020
Voyage revenue	$	69,873	$	113,680	$	183,553
Voyage expenses		(14,660)		(34,689)		(49,349)
Vessel expenses		(12,662)		(29,076)		(41,738)
Depreciation and amortization		(9,974)		(18,797)		(28,771)
General, administrative and management fees(1)		(1,829)		(5,656)		(7,485)
Income from operations	$	30,748	$	25,462	$	56,210
Three Months Ended June 30, 2019
Voyage revenue	$	51,474	$	97,821	$	149,295
Voyage expenses		(27,094)		(38,801)		(65,895)
Vessel expenses		(10,509)		(31,867)		(42,376)
Depreciation and amortization		(9,872)		(19,371)		(29,243)
General, administrative and management fees(1)		(1,722)		(5,598)		(7,320)
Income from operations	$	2,277	$	2,184	$	4,461

	Crude		Product
	Tankers		Carriers		Total
Six Months Ended June 30, 2020
Voyage revenue	$	160,502	$	232,776	$	393,278
Voyage expenses		(43,009)		(81,021)		(124,030)
Vessel expenses		(23,884)		(59,390)		(83,274)
Depreciation and amortization		(19,921)		(37,610)		(57,531)
General, administrative and management fees(1)		(3,806)		(11,803)		(15,609)
Income from operations	$	69,882	$	42,952	$	112,834
Six Months Ended June 30, 2019
Voyage revenue	$	86,883	$	165,068	$	251,951
Voyage expenses		(41,464)		(66,009)		(107,473)
Vessel expenses		(17,269)		(49,908)		(67,177)
Depreciation and amortization		(17,911)		(33,288)		(51,199)
General, administrative and management fees(1)		(3,408)		(10,200)		(13,608)
Income from operations	$	6,831	$	5,663	$	12,494

(1) Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on a formula).

The reconciliations of total assets of the segments to amounts included in the condensed consolidated balance sheets are as follows:

	June 30, 2020		December 31, 2019
Crude Tankers	$	883,230	$	896,897
Product Carriers		1,215,852		1,225,235
Corporate unrestricted cash and cash equivalents		5,774		2,609
Other unallocated amounts		1,498		3,641
Consolidated total assets	$	2,106,354	$	2,128,382

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2020

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

17.SUBSEQUENT EVENTS

The Company has evaluated all subsequent events to ensure that these condensed consolidated financial statements include appropriate recognition and disclosure of recognized events as of June 30, 2020. There were no subsequent events that the Company believes require recognition or disclosure.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

Principles of Consolidation — The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which includes the accounts of the Company and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation

Basis of Presentation

Basis of Presentation — The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and operating results have been included in the statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2019 and notes thereto included in the Company’s annual report on Form 10-K (the “2019 Financial Statements”). The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2020.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period for as long as it is available. The Company’s condensed consolidated financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Section 107 of the JOBS Act provides that the decision not to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Cash and Cash Equivalents, and Restricted Cash

Cash and Cash Equivalents, and Restricted Cash — The following table provides a reconciliation of Cash and cash equivalents and Restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the condensed consolidated statements of cash flows:

	June 30, 2020		December 31, 2019		June 30, 2019		December 31, 2018
Cash and cash equivalents	$	118,392	$	83,609	$	64,144	$	83,054
Restricted cash		5,679		5,610		5,387		5,104
Total Cash and cash equivalents, and Restricted cash shown in the condensed consolidated statements of cash flows	$	124,071	$	89,219	$	69,531	$	88,158

Amounts included in restricted cash represent those required to be set aside by the $66 Million Facility, as defined in Note 8 below. The restriction will lapse when the related long-term debt is retired

Revenue and Voyage Expense Recognition

Revenue and Voyage Expense Recognition — Total voyage revenue includes revenue earned on fixed rate time charters, spot market voyage charters, spot market-related time charters and pools. Pursuant to the new revenue recognition guidance, which was adopted as of January 1, 2019, revenue for spot market voyage charters is recognized ratably over the total transit time of each voyage, which commences at the time the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port.

As a result of the adoption of the new revenue recognition guidance on January 1, 2019, the Company recorded a net increase to the opening accumulated deficit of $2,784 for the cumulative impact of adopting the new guidance. The impact related primarily to the change in accounting for spot market voyage charters. Prior to the adoption of the new guidance, revenue for spot market voyage charters was recognized ratably over the total transit time of the voyage, which previously commenced the later of when the vessel departed from its last discharge port or when an agreement was entered into with the charterer, and ended at the time the discharge of cargo was completed at the discharge port. As a result of the adoption of the new guidance, revenue for spot market voyage charters is now being recognized ratably over the total transit time of the voyage which now begins when the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port. Additionally, the Company has identified that the contract fulfillment costs of spot market voyage charters consist primarily of the fuel consumption that is incurred by the Company from the end of the previous vessel employment until the arrival at the loading port. The fuel consumption during this period is deferred and recorded as deferred voyage costs included in Prepaid expenses and other current assets in the condensed consolidated balance sheet and is amortized ratably over the total transit time of the voyage from arrival at the loading port until the vessel departs from the discharge port and recognized as part of Voyage expenses. Refer also to Note 6 — Prepaid expenses and other current assets.

In time charters, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. These voyage expenses are borne by the Company when engaged in spot market voyage charters. As such, there are significantly higher voyage expenses for spot market voyage charters as compared to time charters.  There are certain other non-specified voyage expenses, such as commissions, which are typically borne by the Company.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

New accounting standards to be implemented — In February 2016, the FASB issued ASU No. 2016‑02, “Leases (Topic 842)” (“ASU 2016‑02”), which establishes a comprehensive new lease accounting model. ASU 2016‑02 clarifies the definition of a lease, requires a dual approach to lease classification similar to current lease classifications, and causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease term of more than twelve months. For the Company, ASU 2016‑02 is effective for annual periods beginning after December 15, 2020, and interim reporting periods within annual reporting periods beginning after December 15, 2021, with early adoption permitted. The most significant effects of adoption relate to the recognition of right-of-use assets and lease liabilities on the balance sheet for operating leases and providing new disclosures about the Company's leasing activities. The Company is currently analyzing its contracts and will then calculate the right-of-use assets and lease liabilities as of January 1, 2021 based on the present value of the Company’s remaining minimum lease payments, primarily due to the recognition of right-of-use assets and lease liabilities with respect to operating leases.

In June 2016, the FASB issued ASU No. 2016‑13, “Financial Instruments—Credit Losses (Topic 326)” (“ASU 2016‑13”), which amends several aspects of the measurement of credit losses on financial instruments based on an estimate of current expected credit losses. ASU 2016‑13 will apply to loans, accounts receivable, trade receivables, other financial assets measured at amortized cost, loan commitments and other off-balance sheet credit exposures. ASU 2016‑13 will also apply to debt securities and other financial assets measured at fair value through other comprehensive income. For the Company, ASU 2016‑13 is effective for annual periods beginning after December 15, 2020, and interim reporting periods within annual reporting periods beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the potential impact of this pronouncement on the condensed consolidated financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of reconciliation of cash and cash equivalents and restricted cash

	June 30, 2020		December 31, 2019		June 30, 2019		December 31, 2018
Cash and cash equivalents	$	118,392	$	83,609	$	64,144	$	83,054
Restricted cash		5,679		5,610		5,387		5,104
Total Cash and cash equivalents, and Restricted cash shown in the condensed consolidated statements of cash flows	$	124,071	$	89,219	$	69,531	$	88,158

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MERGER TRANSACTION (Tables)

6 Months Ended

Jun. 30, 2020

MERGER TRANSACTION

Schedule of consideration transferred, assets acquired, and liabilities assumed

The consideration transferred, assets acquired, and liabilities assumed are recognized as follows:

Consideration paid and transferred
Cash paid — net of cash received of $16,568	$	292,683
Common stock issued to CPLP		236,848
Transaction costs		20,738
Total consideration paid and transferred	$	550,269
Net assets acquired
Due from charterers	$	4,514
Inventories		6,969
Prepaid expenses and other current assets		1,152
Vessels		537,988
Time charter contracts acquired — assets		7,300
Other noncurrent assets		2,191
Accounts payable and accrued expenses		(7,478)
Deferred charter hire revenue		(2,367)
Net assets acquired	$	550,269

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NET EARNINGS (LOSS) PER SHARE (Tables)

6 Months Ended

Jun. 30, 2020

NET EARNINGS (LOSS) PER SHARE

Schedule of net loss per share

	For the Three Months Ended		For the Six Months Ended
	June 30,		June 30,
	2020	2019	2020	2019
Common shares outstanding, basic:
Weighted-average common shares outstanding, basic	39,920,559	39,890,698	39,861,943	33,774,260
Common shares outstanding, diluted:
Weighted-average common shares outstanding, basic	39,920,559	39,890,698	39,861,943	33,774,260
Dilutive effect of restricted stock awards	190,789	—	229,704	—
Weighted-average common shares outstanding, diluted	40,111,348	39,890,698	40,091,647	33,774,260

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PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

6 Months Ended

Jun. 30, 2020

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Schedule of prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following as of June 30, 2020 and December 31, 2019:

	June 30,		December 31,
	2020		2019
Advances to Capital Ship Management Corp. (“CSM”) (Refer to Note 13-Related Party Transactions)	$	6,427	$	5,757
Advances to technical managers		121		26
Insurance claims receivable		733		511
Prepaid insurance		1,605		1,093
Advances to agents		1,388		1,421
Deferred voyage costs		2,074		3,132
Other		1,467		1,239
Total prepaid expenses and other current assets	$	13,815	$	13,179

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

6 Months Ended

Jun. 30, 2020

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Schedule of accounts payable and accrued expenses

Accounts payable and accrued expenses consist of the following as of June 30, 2020 and December 31, 2019:

	June 30,		December 31,
	2020		2019
Trade accounts payable and accrued expenses	$	10,922	$	9,716
Accrued vessel and voyage expenses		24,094		32,201
Accrued interest		47		1,090
Accrued vessel and voyage expenses and Other current liabilities (Refer to Note 13 – Related Party Transactions)		2,506		1,055
Total accounts payable and accrued expenses	$	37,569	$	44,062

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LONG-TERM DEBT (Tables)

6 Months Ended

Jun. 30, 2020

LONG-TERM DEBT

Schedule of long-term debt

Long-term debt at June 30, 2020 and December 31, 2019 was comprised of the following:

	June 30, 2020		December 31, 2019
$360 Million Facility	$	255,000	$	327,500
$525 Million Facility		477,500		515,000
$66 Million Facility		49,615		51,810
Total		782,115		894,310
Less: Unamortized deferred financing costs		(14,258)		(15,866)
Less: Current portion		(134,389)		(134,389)
Long-term debt, net of deferred financing costs	$	633,468	$	744,055

Schedule of interest rates on the debt, excluding the impact of swaps and commitment fees

Additionally, the table includes the range of interest rates on the debt, excluding the impact of swaps and commitment fees:

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Effective interest rate	4.09	%	4.98	%	4.36	%	4.98	%
Range of interest rates (excluding impact of swaps and unused commitment fees)	3.95% to 4.71	%	4.53% to 5.86	%	3.95% to 5.32	%	4.53% to 6.06	%

Schedule of aggregate maturities of debt

The aggregate maturities of debt during the remaining six months of the year ending December 31, 2020, and annually for the years ending December 31 are as follows:

2020 (for the remaining six months of the year)	$	67,194
2021		177,421
2022		130,000
2023		130,000
2024		277,500
Total	$	782,115

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INTEREST RATE SWAPS (Tables)

6 Months Ended

Jun. 30, 2020

INTEREST RATE SWAPS

Schedule of derivative asset and liability

The derivative asset and liability balances at June 30, 2020 and December 31, 2019 are as follows:

	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet	June 30,		December 31,		Balance Sheet	June 30,		December 31,
	Location	2020		2019		Location	2020		2019
Derivatives designated as hedging instruments
Interest rate contracts	Derivative asset (Current assets)	$	—	$	—	Derivative liability (Current liabilities)	$	456	$	—
Interest rate contracts	Derivative asset (Noncurrent assets)		—		—	Derivative liability (Noncurrent liabilities)		440		—
Total derivatives designated as hedging instruments			—		—			896		—
Total Derivatives		$	—	$	—		$	896	$	—

Schedule of liabilities recognized in condensed consolidated balance sheets

The following table presents the gross amounts of these liabilities with any offsets to arrive at the net amounts recognized in the Condensed Consolidated Balance Sheets at June 30, 2020 and December 31, 2019:

							Gross Amounts not Offset in the
							Condensed Consolidated Balance Sheets
			Gross Amounts		Net Amounts of
	Gross		Offset in the		Liabilities Presented
	Amounts of		Condensed		in the Condensed
	Recognized		Consolidated		Consolidated		Financial		Cash Collateral		Net
	Liabilities		Balance Sheets		Balance Sheets		Instruments		Received		Amount
June 30, 2020 Derivatives	$	896	$	—	$	896	$	—	$	—	$	896
December 31, 2019 Derivatives		—		—		—		—		—		—

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ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables)

6 Months Ended

Jun. 30, 2020

ACCUMULATED OTHER COMPREHENSIVE INCOME

Schedule of Accumulated other comprehensive income by component

The changes in Accumulated other comprehensive income by component are as follows:

	For the Six Months Ended
	June 30,
	2020		2019
Accumulated other comprehensive income - January 1,	$	—	$	4,387
Other comprehensive loss before reclassifications		(896)		(4,007)
Amounts reclassified from Accumulated other comprehensive (loss) income		—		1,029
Other comprehensive loss for the period		(896)		(2,978)
Accumulated other comprehensive (loss) income - June 30,	$	(896)	$	1,409

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2020

FAIR VALUE OF FINANCIAL INSTRUMENTS

Schedule of fair values and carrying amounts of financial instruments

	June 30, 2020				December 31, 2019
			Estimated				Estimated
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Cash and cash equivalents	$	118,392	$	118,392	$	83,609	$	83,609
Restricted cash		5,679		5,679		5,610		5,610
Variable rate debt		782,115		782,115		894,310		894,310

Schedule of financial instruments carried at fair value based on the levels of hierarchy

	Level 1		Level 2		Level 3		Total
June 30, 2020
Derivative liabilities	$	—	$	896	$	—	$	896

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REVENUE FROM TIME CHARTERS (Tables)

6 Months Ended

Jun. 30, 2020

REVENUE FROM TIME CHARTERS

Schedule of future minimum revenues

2020 (for the remaining six months of the year)	$	32,988
2021		37,818
2022		13,511
Total future committed revenue	$	84,317

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STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2020

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of future compensation to be recognized

The future compensation to be recognized for the aforementioned RSUs, restricted stock and performance awards as of June 30, 2020 is as follows:

2020 (for the remaining six months of the year)	$	2,697
2021		2,962
2022		1,245
2023		254
Total	$	7,158

Restricted stock units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of summary of the non-vested stock award activity

The table below summarizes the Company’s unvested RSUs for the six months ended June 30, 2020:

	Number of	Weighted Average
	RSUs	Grant Date Price
Outstanding at January 1, 2020	74,716	$	14.03
Granted	47,156		12.08
Vested	(37,639)		13.24
Forfeited	—		—
Outstanding at June 30, 2020	84,233	$	13.29

Schedule of RSUs unvested and vested activity

The following table summarizes certain information of the RSUs unvested and vested as of June 30, 2020:

Unvested RSUs June 30, 2020				Vested RSUs June 30, 2020
			Weighted Average
	Weighted Average		Remaining Contractual	Number of	Weighted Average
Number of RSUs	Grant Date Price		Life	RSUs	Grant Date Price
84,233	$	13.29	1.8	37,639	$	13.24

Restricted stock

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of nonvested stock amortization expense included in General and administrative expenses

The table below summarizes the Company’s nonvested stock awards for the six months ended June 30, 2020 which were issued under the 2019 Plan:

	Number of	Weighted Average
	Shares	Grant Date Price
Outstanding at January 1, 2020	562,790	$	13.44
Granted	175,151		12.41
Vested	(161,831)		13.64
Forfeited	(20,127)		13.70
Outstanding at June 30, 2020	555,983	$	13.04

Performance Awards [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of nonvested performance awards

The table below summarizes the Company’s nonvested performance awards for the six months ended June 30, 2020 which were issued under the 2019 Plan:

		Weighted
	Number of	Average Grant
	Shares	Date Price
Outstanding at January 1, 2020	—	$	—
Granted	133,305		12.60
Vested	—		—
Forfeited	—		—
Outstanding at June 30, 2020	133,305	$	12.60

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SEGMENT REPORTING (Tables)

6 Months Ended

Jun. 30, 2020

SEGMENT REPORTING

Schedule of revenue and loss from operations by segment

Results for the Company’s revenue and loss from operations by segment for the three and six months ended June 30, 2020 and 2019 are as follows:

	Crude		Product
	Tankers		Carriers		Total
Three Months Ended June 30, 2020
Voyage revenue	$	69,873	$	113,680	$	183,553
Voyage expenses		(14,660)		(34,689)		(49,349)
Vessel expenses		(12,662)		(29,076)		(41,738)
Depreciation and amortization		(9,974)		(18,797)		(28,771)
General, administrative and management fees(1)		(1,829)		(5,656)		(7,485)
Income from operations	$	30,748	$	25,462	$	56,210
Three Months Ended June 30, 2019
Voyage revenue	$	51,474	$	97,821	$	149,295
Voyage expenses		(27,094)		(38,801)		(65,895)
Vessel expenses		(10,509)		(31,867)		(42,376)
Depreciation and amortization		(9,872)		(19,371)		(29,243)
General, administrative and management fees(1)		(1,722)		(5,598)		(7,320)
Income from operations	$	2,277	$	2,184	$	4,461

	Crude		Product
	Tankers		Carriers		Total
Six Months Ended June 30, 2020
Voyage revenue	$	160,502	$	232,776	$	393,278
Voyage expenses		(43,009)		(81,021)		(124,030)
Vessel expenses		(23,884)		(59,390)		(83,274)
Depreciation and amortization		(19,921)		(37,610)		(57,531)
General, administrative and management fees(1)		(3,806)		(11,803)		(15,609)
Income from operations	$	69,882	$	42,952	$	112,834
Six Months Ended June 30, 2019
Voyage revenue	$	86,883	$	165,068	$	251,951
Voyage expenses		(41,464)		(66,009)		(107,473)
Vessel expenses		(17,269)		(49,908)		(67,177)
Depreciation and amortization		(17,911)		(33,288)		(51,199)
General, administrative and management fees(1)		(3,408)		(10,200)		(13,608)
Income from operations	$	6,831	$	5,663	$	12,494

Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on a formula).

Schedule of reconciliations of total assets of the segments

The reconciliations of total assets of the segments to amounts included in the condensed consolidated balance sheets are as follows:

	June 30, 2020		December 31, 2019
Crude Tankers	$	883,230	$	896,897
Product Carriers		1,215,852		1,225,235
Corporate unrestricted cash and cash equivalents		5,774		2,609
Other unallocated amounts		1,498		3,641
Consolidated total assets	$	2,106,354	$	2,128,382

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BUSINESS AND BASIS OF PRESENTATION (Details)	Jun. 30, 2020 item
Business And Basis Of Presentation [Line Items]
Total number of wholly-owned vessels	64
Suezmax crude carriers
Business And Basis Of Presentation [Line Items]
Total number of wholly-owned vessels	13
Number of vessels owned through joint venture	2
Aframax crude carrier
Business And Basis Of Presentation [Line Items]
Total number of wholly-owned vessels	1
Medium range ("MR") product carriers
Business And Basis Of Presentation [Line Items]
Total number of wholly-owned vessels	50

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	Jan. 01, 2019	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2019	Dec. 31, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents		$ 118,392	$ 83,609	$ 64,144	$ 83,054
Restricted cash		5,679	5,610	5,387	5,104
Total Cash and cash equivalents, and Restricted cash shown in the condensed consolidated statements of cash flows		$ 124,071	$ 89,219	$ 69,531	$ 88,158
Cumulative impact on accumulated deficit	$ 2,784

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MERGER TRANSACTION (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2019 USD ($)
Consideration paid and transferred
Cash paid - net of cash received of $16,568	$ 292,683
Common stock issued to CPLP	236,848
Transaction costs	20,738
Total consideration paid and transferred	550,269
Net assets acquired
Due from charterers	4,514
Inventories	6,969
Prepaid expenses and other current assets	1,152
Vessels	537,988
Time charter contracts acquired - assets	7,300
Other noncurrent assets	2,191
Accounts payable and accrued expenses	(7,478)
Deferred charter hire revenue	(2,367)
Net assets acquired	$ 550,269

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MERGER TRANSACTION - (Parentheticals) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2019 USD ($)
MERGER TRANSACTION
Cash acquired	$ 16,568

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MERGER TRANSACTION - Additional Information (Details) $ in Millions	Mar. 27, 2019 USD ($) shares
Capital Product Partners, L.P. ("CPLP") | Transaction agreement
Business Acquisition [Line Items]
Number of shares CPLP received on pro rata basis for outstanding common shares under distribution	12,725,000
Dss Holdings L P Member | Transaction agreement
Business Acquisition [Line Items]
Number of shares issued prior to the Merger Transaction	12,724,500
Component of cash paid | $	$ 10
Number of shares CPLP received on pro rata basis for outstanding common shares under distribution	12,725,000
Dss Holdings L P Member | Capital Product Partners, L.P. ("CPLP")
Business Acquisition [Line Items]
Number of shares issued prior to the Merger Transaction	27,165,696

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NET EARNINGS (LOSS) PER SHARE (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Common shares outstanding, basic:
Weighted-average common shares outstanding, basic	39,920,559	39,890,698	39,861,943	33,774,260
Common shares outstanding, diluted:
Weighted-average common shares outstanding, basic	39,920,559	39,890,698	39,861,943	33,774,260
Dilutive effect of restricted stock awards	190,789		229,704
Weighted-average common shares outstanding, diluted	40,111,348	39,890,698	40,091,647	33,774,260

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NET EARNINGS (LOSS) PER SHARE - Additional Information (Details) - shares	6 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Restricted stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Number of anti-dilutive shares	218,248
Number of outstanding shares	616,157
Restricted stock units
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Number of anti-dilutive shares		566,660
Number of outstanding shares		566,660

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JOINT VENTURE INVESTMENTS (Details) $ in Thousands	Jun. 30, 2020 USD ($) item	Feb. 29, 2020 USD ($)	Dec. 31, 2019 USD ($)	Nov. 30, 2016 item	Oct. 31, 2016 item	Sep. 30, 2014 building
Suezmax crude carriers
Schedule of Equity Method Investments [Line Items]
Number of vessels owned through joint venture | item	2
NT Suez Holdco LLC | Suezmax crude carriers
Schedule of Equity Method Investments [Line Items]
Number of newbuildings to be purchased | building						2
Number of vessels owned through joint venture | item				1	1
NT Suez Holdco LLC | WLR/TRF Shipping S.a.r.l ("WLR/TRF")
Schedule of Equity Method Investments [Line Items]
Percentage of ownership	49.00%
Distribution paid	$ 343	$ 1,568
NT Suez Holdco LLC | The Company
Schedule of Equity Method Investments [Line Items]
Percentage of ownership	51.00%
Distribution paid	$ 357	$ 1,632
NT Suez Holdco LLC | The Company and WLR/TRF Shipping S.a.r.l ("WLR/TRF")
Schedule of Equity Method Investments [Line Items]
Investments	$ 74,104		$ 74,104
Diamond Anglo Ship Management Pte. Ltd. | Anglo Eastern Investment Holdings Ltd. ("AE Holdings")
Schedule of Equity Method Investments [Line Items]
Percentage of ownership	49.00%		49.00%
Investments			$ 49
Diamond Anglo Ship Management Pte. Ltd. | The Company
Schedule of Equity Method Investments [Line Items]
Percentage of ownership			51.00%
Investments			$ 51

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PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
PREPAID EXPENSES AND OTHER CURRENT ASSETS
Advances to Capital Ship Management Corp. ("CSM") (Refer to Note 13-Related Party Transactions)	$ 6,427	$ 5,757
Advances to technical managers	121	26
Insurance claims receivable	733	511
Prepaid insurance	1,605	1,093
Advances to agents	1,388	1,421
Deferred voyage costs	2,074	3,132
Other	1,467	1,239
Total prepaid expenses and other current assets	$ 13,815	$ 13,179

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Trade accounts payable and accrued expenses	$ 10,922	$ 9,716
Accrued vessel and voyage expenses	24,094	32,201
Accrued interest	47	1,090
Accrued vessel and voyage expenses and Other current liabilities (Refer to Note 13 - Related Party Transactions)	2,506	1,055
Total accounts payable and accrued expenses	$ 37,569	$ 44,062

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LONG-TERM DEBT - Long-term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019	Dec. 23, 2019	Aug. 19, 2016	Jun. 06, 2016
long-term debt
Long-term debt	$ 782,115	$ 894,310
Less: Unamortized deferred financing costs	(14,258)	(15,866)
Less: Current portion	(134,389)	(134,389)
Long-term debt, net of deferred financing costs	633,468	744,055
$360 Facility
long-term debt
Long-term debt	255,000	327,500
$525 Facility
long-term debt
Long-term debt	477,500	515,000	$ 525
$460 Facility
long-term debt
Long-term debt					$ 460,000
$235 Facility
long-term debt
Long-term debt				$ 235,000
$66 Facility
long-term debt
Long-term debt	$ 49,615	$ 51,810

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LONG-TERM DEBT - Interest Rates on the Debt, Excluding the Impact of Swaps and Commitment Fees (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
long-term debt
Effective interest rate	4.09%	4.98%	4.36%	4.98%
Minimum
long-term debt
Range of interest rates (excluding impact of swaps and unused commitment fees)	3.95%	4.53%	3.95%	4.53%
Maximum
long-term debt
Range of interest rates (excluding impact of swaps and unused commitment fees)	4.71%	5.86%	5.32%	6.06%

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LONG-TERM DEBT - Aggregate Maturities of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
LONG-TERM DEBT
2020 (for the remaining nine months of the year)	$ 67,194
2021	177,421
2022	130,000
2023	130,000
2024	277,500
Total	$ 782,115	$ 894,310

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LONG-TERM DEBT - Additional Information (Details) $ in Thousands	Dec. 23, 2019 USD ($) item	Mar. 27, 2019 USD ($) item	Aug. 19, 2016 USD ($)	Aug. 09, 2016 USD ($) item	Jun. 06, 2016 USD ($) item	Mar. 17, 2016 USD ($)	Jun. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)	Oct. 20, 2016 item
long-term debt
Amount of facility							$ 782,115	$ 894,310
$360 Facility
long-term debt
Amount of facility							255,000	327,500
Line of credit facility		$ 360,000
Term of credit agreement		5 years
Term loan amount		$ 300,000
Revolving loan		$ 60,000					10,000
Number of vessels collateralized | item		25
Term of adjusted amortization schedule		17 years
Interest rate description		three-month interest period, plus a 2.65%
Interest rate margin		2.65%
Percentage of commitment fees		1.06%
Amount of revolving loan undrawn							50,000
Percentage of limits dividends payable adjusted		50.00%
$525 Facility
long-term debt
Amount of facility	$ 525						477,500	515,000
Term of credit agreement	5 years
Term loan amount	$ 375
Revolving loan	$ 150,000						140,000
Number of vessels collateralized | item	36
Term of adjusted amortization schedule	17 years
Interest rate description	three-month interest period, plus a 2.50% interest rate margin
Interest rate margin	2.50%
Percentage of commitment fees	0.875%
Amount of revolving loan undrawn							10,000
Percentage of limits dividends payable adjusted	50.00%
$460 Facility
long-term debt
Amount of facility					$ 460,000
Term of senior secured term loan facility					5 years
Term loan amount					$ 235,000
Revolving loan					$ 75,000
Number of vessels collateralized | item					26
Interest rate description					one-month interest period, plus a 2.80% interest rate margin
Interest rate margin					2.80%
$235 Facility
long-term debt
Amount of facility			$ 235,000
Term of senior secured term loan facility			5 years
Term loan amount			$ 220,000
Revolving loan			$ 15,000
Interest rate description			three-month interest period, plus a 2.75% interest rate margin
Interest rate margin			2.75%
Percentage of commitment fees			1.10%
$75 Facility
long-term debt
Term of senior secured term loan facility						7 years
Term loan amount						$ 75,000
Interest rate description						three-month interest period, plus a 2.20% interest rate margin
Interest rate margin						2.20%
$66 Facility
long-term debt
Amount of facility							$ 49,615	$ 51,810
Term of senior secured term loan facility				5 years
Term loan amount				$ 66,000
Number of vessels collateralized | item				2
Term of adjusted amortization schedule				15 years
Interest rate description				three-month interest period, plus a 3.25% interest rate margin
Interest rate margin				3.25%
Percentage of limits dividends payable adjusted				75.00%
$30 LOC
long-term debt
Line of credit facility		$ 30,000
Number of vessels collateralized | item									3

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INTEREST RATE SWAPS - Derivative Asset and Liability Balances (Details) $ in Thousands	Jun. 30, 2020 USD ($)
INTEREST RATE SWAPS
Total derivative liabilities	$ 896
Interest Rate Contract | Derivative liability (Current liabilities)
INTEREST RATE SWAPS
Derivative instruments in hedges, Liability , at fair value	456
Interest Rate Contract | Derivative liability (Noncurrent liabilities)
INTEREST RATE SWAPS
Derivative instruments in hedges, Liability , at fair value	440
Designated as Hedging Instrument
INTEREST RATE SWAPS
Derivative instruments in hedges, Liability , at fair value	$ 896

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INTEREST RATE SWAPS - Gross Amounts of Liabilities - (Details) $ in Thousands	Jun. 30, 2020 USD ($)
INTEREST RATE SWAPS
Derivative Liabilities, Gross Amount of Recognized Liabilities	$ 896
Derivative Liabilities, Net Amounts of Liabilities Presented in the Condensed Consolidated Balance Sheets	896
Derivative liabilities, Net Amount	$ 896

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INTEREST RATE SWAPS - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended
	Sep. 30, 2018	Jun. 30, 2019	Jun. 30, 2020	Apr. 29, 2020	Dec. 31, 2019
INTEREST RATE SWAPS.
Cash proceeds received from interest rate swaps	$ 6,813
Payment of re-couponed swap termination	$ 2,486
Amount extinguished from facility					$ 460,000
Amortization of the realized gain from recouponing swaps		$ (1,377)
Interest rate swap
INTEREST RATE SWAPS.
Average fixed-rate interest (as a percent)				0.54%
Total notional amount outstanding			$ 205,529

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ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
ACCUMULATED OTHER COMPREHENSIVE INCOME
Accumulated other comprehensive income - January 1,		$ 4,387
Other comprehensive loss before reclassifications	$ (896)	(4,007)
Amounts reclassified from Accumulated other comprehensive (loss) income		1,029
Other comprehensive loss for the period	(896)	(2,978)
Accumulated other comprehensive (loss) income - June 30,	$ (896)	$ 1,409

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ACCUMULATED OTHER COMPREHENSIVE INCOME - Additional Information (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2019 USD ($)
Interest rate swap
ACCUMULATED OTHER COMPREHENSIVE INCOME
Realized loss	$ (348)
Re-couponed swaps
ACCUMULATED OTHER COMPREHENSIVE INCOME
Amortization of gain	$ 1,377

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FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair values and carrying amounts of the Company's financial instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2019	Dec. 31, 2018
FAIR VALUE OF FINANCIAL INSTRUMENTS
Cash and cash equivalents	$ 118,392	$ 83,609	$ 64,144	$ 83,054
Variable rate debt	782,115	894,310
Carrying Amount
FAIR VALUE OF FINANCIAL INSTRUMENTS
Cash and cash equivalents	118,392	83,609
Restricted cash	5,679	5,610
Variable rate debt	782,115	894,310
Estimated Fair Value
FAIR VALUE OF FINANCIAL INSTRUMENTS
Cash and cash equivalents	118,392	83,609
Restricted cash	5,679	5,610
Variable rate debt	$ 782,115	$ 894,310

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FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial instruments carried at fair value based on the levels of hierarchy (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
FAIR VALUE OF FINANCIAL INSTRUMENTS
Derivative liabilities	$ 896
Transfer into level 3, Assets	0	$ 0
Transfer out of level 3, Assets	0	0
Transfer into level 3, Liability	0	0
Transfer out level 3, Liability	0	$ 0
Level 2
FAIR VALUE OF FINANCIAL INSTRUMENTS
Derivative liabilities	$ 896

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REVENUE FROM TIME CHARTERS (Details) $ in Thousands	Jun. 30, 2020 USD ($)
REVENUE FROM TIME CHARTERS
2020 (for the remaining six months of the year)	$ 32,988
2021	37,818
2022	13,511
Total future committed revenue	$ 84,317

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RELATED PARTY TRANSACTIONS (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2020 USD ($) item	Jun. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)
Related Party Transaction [Line Items]
Advances to Capital Ship Management Corp. ("CSM")	$ 6,427		$ 6,427		$ 5,757
Other current liabilities					46
Capital Ship Management Corp
Related Party Transaction [Line Items]
Advances to Capital Ship Management Corp. ("CSM")	3,921		3,921		4,748
Capital Ship Management Corp | Accounts payable and accrued expenses
Related Party Transaction [Line Items]
Advances to Capital Ship Management Corp. ("CSM")	2,506		2,506		1,009
Capital Ship Management Corp | Prepaid Expenses and Other Current Assets [Member]
Related Party Transaction [Line Items]
Advances to Capital Ship Management Corp. ("CSM")	6,427		$ 6,427		$ 5,757
Transaction agreement | Capital Ship Management Corp
Related Party Transaction [Line Items]
Number of vessels | item			25
Term of agreement			5 years
Transaction agreement | Capital Ship Management Corp | Vessel expenses
Related Party Transaction [Line Items]
Expenses incurred for technical management services	1,934	$ 1,934	$ 3,867	$ 2,019
Transaction agreement | Capital Ship Management Corp | Voyage expenses
Related Party Transaction [Line Items]
Expense incurred for commercial management services	622	582	1,367	582
Transaction agreement | Capital Ship Management Corp | Voyage general and administrative expenses
Related Party Transaction [Line Items]
Expense incurred for general management services	499	$ 519	996	$ 519
Transaction agreement | Capital Ship Management Corp | Accounts payable and accrued expenses | Voyage expenses
Related Party Transaction [Line Items]
Unpaid amount related to commercial management services	$ 749		749
Transaction agreement | Capital Ship Management Corp | Accounts payable and accrued expenses | Voyage general and administrative expenses
Related Party Transaction [Line Items]
Expense incurred for general management services			$ 165

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STOCK-BASED COMPENSATION (Details) - $ / shares		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2020
Restricted stock units
Stock-Based Compensation Rollforward
Outstanding at January 1, 2020		74,716
Granted		47,156
Vested	(37,639)	(37,639)
Forfeited		0
Outstanding at December 31, 2020	84,233	84,233
Weighted Average Grant Date Price
Outstanding at January 1, 2020		$ 14.03
Granted		12.08
Vested	$ 13.24	13.24
Forfeited		0.00
Outstanding at December 31, 2020	$ 13.29	$ 13.29
Restricted stock
Stock-Based Compensation Rollforward
Outstanding at January 1, 2020		562,790
Granted		175,151
Vested		(161,831)
Forfeited		(20,127)
Outstanding at December 31, 2020	555,983	555,983
Weighted Average Grant Date Price
Outstanding at January 1, 2020		$ 13.44
Granted		12.41
Vested		13.64
Forfeited		13.70
Outstanding at December 31, 2020	$ 13.04	$ 13.04

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STOCK-BASED COMPENSATION - Restricted Stock Units (Details) - Restricted stock units - $ / shares		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Unvested RSUs	84,233	84,233	74,716
Weighted Average Grant Date Price for Unvested RSUs	$ 13.29	$ 13.29	$ 14.03
Weighted Average Remaining Contractual Life	1 year 9 months 18 days	1 year 9 months 18 days
Number of Vested RSUs	37,639	37,639
Weighted Average Grant Date Price for Vested RSUs	$ 13.24	$ 13.24

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STOCK-BASED COMPENSATION - Performance Award Units (Details) - Performance Awards [Member] $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2020 USD ($) $ / shares shares
Number of Shares
Granted | shares	133,305
Outstanding at end of period | shares	133,305
Weighted Average Grant Date Price
Granted | $ / shares	$ 12.60
Outstanding at end of period | $ / shares	$ 12.60
Unrecognized compensation cost | $	$ 1,586
Weighted-average period	2 years 9 months 18 days
General and Administrative Expense
Weighted Average Grant Date Price
Nonvested stock amortization expense | $	$ 93

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STOCK-BASED COMPENSATION - Future compensation (Details) - Restricted stock $ in Thousands	6 Months Ended
	Jun. 30, 2020 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
2020 (for the remaining six months of the year)	$ 2,697
2021	2,962
2022	1,245
2023	254
Total	$ 7,158

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STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($)		3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2020	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense			$ 2,443,000	$ 861,000
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted Average Remaining Contractual Life	1 year 9 months 18 days		1 year 9 months 18 days
Unrecognized compensation cost	$ 803,000	$ 803,000	$ 803,000
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted Average Remaining Contractual Life			2 years 2 months 12 days
Unrecognized compensation cost	$ 4,769,000	$ 4,769,000	$ 4,769,000
2019 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock available for issuance under Equity Incentive Plan	3,989,000	3,989,000	3,989,000
2019 Equity Incentive Plan | Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense			$ 161,831		$ 0
General and Administrative Expense | Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 160,000	370,000
General and Administrative Expense | Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 856,000	$ 1,980,000

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SEGMENT REPORTING - Revenue and Loss from Operations by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Segment Reporting Information [Line Items]
Voyage revenue	$ 183,553	$ 149,295	$ 393,278	$ 251,951
Voyage expenses	(49,349)	(65,895)	(124,030)	(107,473)
Vessel expenses	(41,738)	(42,376)	(83,274)	(67,177)
Depreciation and amortization	(28,771)	(29,243)	(57,531)	(51,199)
General, administrative and management fees(1)	(7,485)	(7,320)	(15,609)	(13,608)
Income from operations	56,210	4,461	112,834	12,494
Crude Tankers
Segment Reporting Information [Line Items]
Voyage revenue	69,873	51,474	160,502	86,883
Voyage expenses	(14,660)	(27,094)	(43,009)	(41,464)
Vessel expenses	(12,662)	(10,509)	(23,884)	(17,269)
Depreciation and amortization	(9,974)	(9,872)	(19,921)	(17,911)
General, administrative and management fees(1)	(1,829)	(1,722)	(3,806)	(3,408)
Income from operations	30,748	2,277	69,882	6,831
Product Carriers
Segment Reporting Information [Line Items]
Voyage revenue	113,680	97,821	232,776	165,068
Voyage expenses	(34,689)	(38,801)	(81,021)	(66,009)
Vessel expenses	(29,076)	(31,867)	(59,390)	(49,908)
Depreciation and amortization	(18,797)	(19,371)	(37,610)	(33,288)
General, administrative and management fees(1)	(5,656)	(5,598)	(11,803)	(10,200)
Income from operations	$ 25,462	$ 2,184	$ 42,952	$ 5,663

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SEGMENT REPORTING - Reconciliations of Total Assets of the Segments (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Consolidated total assets	$ 2,106,354	$ 2,128,382
Crude Tankers
Segment Reporting Information [Line Items]
Consolidated total assets	883,230	896,897
Product Carriers
Segment Reporting Information [Line Items]
Consolidated total assets	1,215,852	1,225,235
Corporate unrestricted cash and cash equivalents
Segment Reporting Information [Line Items]
Consolidated total assets	5,774	2,609
Other unallocated amounts
Segment Reporting Information [Line Items]
Consolidated total assets	$ 1,498	$ 3,641