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Scorpio Tankers Inc. Announces Financial Results for the First Quarter of 2021 and Declaration of a Quarterly Dividend

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Scorpio Tankers (NYSE: STNG) reported a net loss of $62.4 million ($1.15 per share) for Q1 2021, contrasted with a net income of $46.6 million in Q1 2020. The board declared a quarterly cash dividend of $0.10 per share, payable June 15, 2021. Adjusted net loss was $57.3 million, excluding $3.9 million in losses from convertible note exchanges. The company reported an average daily Time Charter Equivalent (TCE) revenue of $11,980 for LR2 vessels. As of May 6, 2021, it holds $280.1 million in cash, with plans for refinancing to secure an additional $46.7 million in liquidity.

Positive
  • Declared a quarterly cash dividend of $0.10.
  • Secured $280.1 million in cash and cash equivalents.
  • Plans to increase liquidity by up to $46.7 million through refinancing.
Negative
  • Reported a net loss of $62.4 million compared to net income of $46.6 million in Q1 2020.
  • Adjusted net loss of $57.3 million excluding specific adjustments.

MONACO, May 07, 2021 (GLOBE NEWSWIRE) -- Scorpio Tankers Inc. (NYSE: STNG) ("Scorpio Tankers" or the "Company") today reported its results for the three months ended March 31, 2021. The Company also announced that its Board of Directors has declared a quarterly cash dividend of $0.10 per share on the Company’s common stock.

Results for the three months ended March 31, 2021 and 2020

For the three months ended March 31, 2021, the Company had a net loss of $62.4 million, or $1.15 basic and diluted loss per share. For the three months ended March 31, 2021, the Company had an adjusted net loss (see Non-IFRS Measures section below) of $57.3 million, or $1.05 basic and diluted loss per share, which excludes from the net loss $3.9 million, or $0.07 per basic and diluted share, of losses recorded on the transaction to exchange $62.1 million in aggregate principal amount of its existing Convertible Notes due 2022 for $62.1 million in aggregate principal amount of new Convertible Notes due 2025, described in detail below, and $1.3 million, or $0.02 per basic and diluted share, write-offs of deferred financing fees related to the refinancing of certain credit facilities.

For the three months ended March 31, 2020, the Company had net income of $46.6 million, or $0.85 basic and $0.82 diluted earnings per share. There were no Non-IFRS adjustments to the net income for the three months ended March 31, 2020.

Declaration of Dividend

On May 6, 2021, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share, payable on or about June 15, 2021 to all shareholders of record as of May 21, 2021 (the record date). As of May 6, 2021, there were 58,369,516 common shares of the Company outstanding.

Summary of First Quarter and Other Recent Significant Events

  • Below is a summary of the average daily Time Charter Equivalent ("TCE") revenue (see Non-IFRS Measures section below) and duration of contracted pool voyages and time charters for the Company's vessels thus far in the second quarter of 2021 as of the date hereof (See footnotes to "Other operating data" table below for the definition of daily TCE revenue):
 Total
PoolAverage daily
TCE revenue
% of Days
LR2$14,70048 % 
LR1$13,70041 % 
MR$13,00052 % 
Handymax$11,90042 % 
  • Below is a summary of the average daily TCE revenue earned by the Company's vessels in each of the pools during the first quarter of 2021:
PoolAverage daily TCE revenue
LR2$11,980
LR1$11,292
MR$11,326
Handymax$9,065
  • In March 2021, the Company completed the exchange of $62.1 million in aggregate principal amount of its Convertible Notes due 2022 for $62.1 million in aggregate principal amount of new 3.00% Convertible Notes due 2025 (the "Convertible Notes due 2025"), pursuant to separate, privately negotiated, agreements with certain holders of the Convertible Notes due 2022. Simultaneously, the Company issued and sold $76.1 million in aggregate principal amount of Convertible Notes due 2025 pursuant to separate, privately negotiated, agreements with certain investors in a private offering.
  • In January 2021, the Company entered into a note distribution agreement with B. Riley Securities, Inc., as sales agent, pursuant to which the Company may offer and sell, from time to time, up to $75.0 million of additional aggregate principal amount of its 7.00% Senior Unsecured Notes due 2025 (the "Senior Notes due 2025"). Since the inception of this program and through the date of this press release, the Company issued $17.9 million aggregate principal amount of additional Senior Notes due 2025 for aggregate net proceeds (net of sales agent commissions and offering expenses) of $17.5 million.
  • The Company has received a commitment to refinance the existing indebtedness on two LR2s, which is expected to raise $20.5 million in new liquidity (after the repayment of existing debt). These refinancings are expected to close before the end of the second quarter of 2021.
  • The Company is also in discussions with financial institutions to further increase its liquidity by up to $46.7 million in connection with the refinancing of 11 vessels.
  • In addition to the above, the Company has $20.0 million of additional liquidity available (after the repayment of existing debt) from previously announced financings that have been committed. These drawdowns are expected to occur at varying points in the future as these financings are tied to scrubber installations on the Company’s vessels.
  • The Company has $280.1 million in cash and cash equivalents as of May 6, 2021.

March 2021 Exchange Offer and New Issuance of Convertible Notes

In March 2021, the Company completed the exchange of $62.1 million in aggregate principal amount of Convertible Notes due 2022 for $62.1 million in aggregate principal amount of the Convertible Notes due 2025, pursuant to separate, privately negotiated, agreements with certain holders of the Convertible Notes due 2022 (the "March 2021 Exchange"). Simultaneously with the March 2021 Exchange, the Company issued and sold $76.1 million in aggregate principal amount of Convertible Notes due 2025 pursuant to separate, privately negotiated, agreements with certain investors in a private offering (the "March 2021 Convertible Notes Offering").

The Convertible Notes due 2025 are the Company's senior, unsecured obligations and bear interest at a rate of 3.00% per year. Interest is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2021. The Convertible Notes due 2025 will mature on May 15, 2025, unless earlier converted, redeemed or repurchased in accordance with their terms.

The conversion rate of the Convertible Notes due 2025 is initially 26.6617 common shares per $1,000 principal amount of Convertible Notes due 2025 (equivalent to an initial conversion price of approximately $37.507 per common share), and is subject to adjustment upon the occurrence of certain events as set forth in the indenture governing the Convertible Notes due 2025 (such as the payment of dividends).

Commencing on the issue date of the Convertible Notes due 2025, principal will accrete on the principal amount, compounded semi-annually, at a rate of approximately 5.52% per annum, which principal amount, together with any accretions thereon, is the “Accreted Principal Amount”. The Accreted Principal Amount at maturity will equal 125.3% of par, which together with the 3.00% interest rate, compounds to a yield-to-maturity of approximately 8.25%.

The Convertible Notes due 2025 are freely convertible at the option of the holder and prior to the close of business on the 5th business day immediately preceding the maturity date. Upon conversion of the Convertible Notes due 2025, holders will receive shares of the Company's common stock. The Company may, subject to certain exceptions, redeem the Convertible Notes due 2025 for cash, if at any time the per share volume-weighted average price of our common shares equals or exceeds 125.4% of the conversion price then in effect on (i) each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before the applicable redemption date; and (ii) the trading day immediately before such date of the redemption notice.

The Company recorded a loss on the extinguishment of the Convertible Notes due 2022 of $3.9 million as a result of the March 2021 Exchange, which primarily arose from the difference between the carrying value and the face value of the Convertible Notes due 2022 on the date of the exchange.

Distribution Agreement of Additional Senior Notes due 2025

In January 2021, the Company entered into a note distribution agreement (the “Distribution Agreement”) with B. Riley Securities, Inc., as sales agent (the “Agent”), under which the Company may offer and sell, from time to time, up to an additional $75.0 million aggregate principal amount of its Senior Notes due 2025 (the "Additional Notes").

Any Additional Notes sold will be issued under the Indenture pursuant to which the Company previously issued $28.1 million aggregate principal amount of the Senior Notes due 2025 on May 29, 2020 (the "Initial Notes"). The Additional Notes will have the same terms as (other than date of issuance), form a single series of debt securities with and have the same CUSIP number and be fungible with, the Initial Notes immediately upon issuance, including for purposes of notices, consents, waivers, amendments and any other action permitted under the Indenture. The Senior Notes due 2025 are listed on the New York Stock Exchange (the “NYSE”) under the symbol "SBBA."

Sales of the Additional Notes may be made over a period of time, and from time to time, through the Agent, in transactions involving an offering of the Senior Notes due 2025 into the existing trading market at prevailing market prices.

During the first quarter of 2021, the Company issued $14.1 million in aggregate principal amount of Additional Notes for aggregate net proceeds (net of sales agent commissions and offering expenses) of $13.8 million. Since the inception of this program and through the date of this press release, the Company issued $17.9 million aggregate principal amount of Additional Notes for aggregate net proceeds (net of sales agent commissions and offering expenses) of $17.5 million.

Diluted Weighted Number of Shares

The computation of earnings or loss per share is determined by taking into consideration the potentially dilutive shares arising from (i) the Company’s equity incentive plan, and (ii) the Company’s Convertible Notes due 2022 and Convertible Notes due 2025. These potentially dilutive shares are excluded from the computation of earnings or loss per share to the extent they are anti-dilutive.

The impact of the Convertible Notes due 2022 and Convertible Notes due 2025 on earnings or loss per share is computed using the if-converted method. Under this method, the Company first includes the potentially dilutive impact of restricted shares issued under the Company’s equity incentive plan, and then assumes that its Convertible Notes due 2022 and Convertible Notes due 2025, which were issued in May and July 2018 and March 2021, respectively, were converted into common shares at the beginning of each period. The if-converted method also assumes that the interest and non-cash amortization expense associated with these notes of $3.1 million during the three months ended March 31, 2021 were not incurred. Conversion is not assumed if the results of this calculation are anti-dilutive.

The Company's basic weighted average number of shares outstanding were 54,318,792 for the three months ended March 31, 2021. There were 56,019,369 weighted average shares outstanding including the potentially dilutive impact of restricted shares, and 60,168,137 weighted average shares outstanding under the if-converted method. Since the Company was in a net loss position, the potentially dilutive shares arising from both the Company’s restricted shares and under the if-converted method, were anti-dilutive for purposes of calculating the loss per share. Accordingly, basic weighted average shares outstanding were used to calculate both basic and diluted loss per share for this period.

COVID-19

Initially, the onset of the COVID-19 pandemic in March 2020 resulted in a sharp reduction in economic activity and a corresponding reduction in the global demand for oil and refined petroleum products. This period of time was marked by extreme volatility in the oil markets and the development of a steep contango in the prices of oil and refined petroleum products. Consequently, an abundance of arbitrage and floating storage opportunities opened up, which resulted in record increases in spot TCE rates late in the first quarter of 2020 and throughout the second quarter of 2020. These market dynamics, which were driven by arbitrage trading rather than underlying consumption, led to a build-up of global oil and refined petroleum product inventories.

In June 2020, as underlying oil markets stabilized and global economies began to recover, the excess inventories that built up during this period began to slowly unwind. Nevertheless, global demand for oil and refined petroleum products remained subdued as governments around the world continued to impose travel restrictions and other measures in an effort to curtail the spread of the virus. These market conditions had an adverse impact on the demand for our vessels beginning in the third quarter of 2020 and continuing through the first quarter of 2021. Recently, the easing of restrictive measures and successful roll-out of vaccines in certain countries have begun to stimulate oil demand and have manifested into sequential improvements in market conditions to start the second quarter of 2021.

We expect that the COVID-19 virus will continue to cause volatility in the commodities markets. The scale and duration of these circumstances is unknowable but could have a material impact on our earnings, cash flow and financial condition in 2021. An estimate of the impact on our results of operations and financial condition cannot be made at this time.

$250 Million Securities Repurchase Program

In September 2020, the Company's Board of Directors authorized a new Securities Repurchase Program to purchase up to an aggregate of $250 million of the Company's securities which, in addition to its common shares, currently consist of its Senior Notes due 2025 (NYSE: SBBA), which were originally issued in May 2020, Convertible Notes due 2022, which were issued in May and July 2018, and Convertible Notes due 2025, which were issued in March 2021. No securities have been repurchased under the new program since its inception through the date of this press release.

Conference Call

The Company has scheduled a conference call on May 7, 2021 at 8:30 AM Eastern Daylight Time and 2:30 PM Central European Summer Time. The dial-in information is as follows:

US Dial-In Number: +1 (855) 861-2416
International Dial-In Number: +1 (703) 736-7422
Conference ID: 1796885

Participants should dial into the call 10 minutes before the scheduled time. The information provided on the teleconference is only accurate at the time of the conference call, and the Company will take no responsibility for providing updated information.

There will also be a simultaneous live webcast over the internet, through the Scorpio Tankers Inc. website www.scorpiotankers.com. Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.

Webcast URL: https://edge.media-server.com/mmc/p/7nx97or2

Current Liquidity

As of May 6, 2021, the Company had $280.1 million in unrestricted cash and cash equivalents.

Drydock, Scrubber and Ballast Water Treatment Update

Set forth below is a table summarizing the drydock, scrubber, and ballast water treatment system activity that occurred during the first quarter of 2021 and that is in progress as of April 1, 2021:

 Number of
Vessels
Drydock Ballast Water
Treatment
Systems
ScrubbersAggregate
Costs ($ in
millions)
(1)
Aggregate Off-
hire Days in Q1
2021
Completed in the first quarter of 2021      
LR2331$6.276
LR1333.261
MR
Handymax
 661$9.4137
       
In progress as of April 1, 2021      
LR211$0.21
LR1
MR
Handymax
 11$0.21

(1) Aggregate costs for vessels completed in the quarter represent the total costs incurred, some of which may have been incurred in prior periods. Aggregate costs for vessels in progress as of April 1, 2021 represent the total costs incurred through that date, some of which may have been incurred in prior periods.

Set forth below are the estimated expected payments to be made for the Company's drydocks, ballast water treatment system installations, and scrubber installations through 2022 (which also include actual payments made during the first quarter of 2021 and through May 6, 2021): 

In millions of U.S. dollarsAs of March 31, 2021 (1) (2)
  
Q2 2021 - payments made through May 6, 2021$1.8
Q2 2021 - remaining payments8.6
Q3 202110.1
Q4 20216.1
FY 202240.5

(1) Includes estimated cash payments for drydocks, ballast water treatment system installations and scrubber installations.  These amounts include installment payments that are due in advance of the scheduled service and may be scheduled to occur in quarters prior to the actual installation. In addition to these installment payments, these amounts also include estimates of the installation costs of such systems.  The timing of the payments set forth are estimates only and may vary as the timing of the related drydocks and installations finalize. 

(2) Based upon the commitments received to date, which include the remaining availability under certain financing transactions that have been previously announced, the Company expects to raise approximately $20.0 million of aggregate additional liquidity to finance the purchase and installations of scrubbers (after the repayment of existing debt) once all of the agreements are closed and drawn.  These drawdowns are expected to occur at varying points in the future as these financings are tied to scrubber installations on the Company’s vessels.

Set forth below are the estimated expected number of ships and estimated expected off-hire days for the Company's drydocks, ballast water treatment system installations, and scrubber installations (1):

 Q2 2021 
 Ships Scheduled for (2):Off-hire
 DrydockBallast Water
Treatment Systems
ScrubbersDays (3)
LR24   80 
LR13   60 
MR    
Handymax    
     
Total Q2 20217   140 
     
 Q3 2021 
 Ships Scheduled for (2):Off-hire
 DrydockBallast Water
Treatment Systems
ScrubbersDays (3)
LR22   40 
LR12   40 
MR    
Handymax    
     
Total Q3 20214   80 
     
 Q4 2021 
 Ships Scheduled for (2):Off-hire
 Drydock Ballast Water
Treatment Systems
ScrubbersDays (3)
LR22   40 
LR12   40 
MR    
Handymax    
     
Total Q4 20214   80 
     
 FY 2022 
 Ships Scheduled for (2):Off-hire
 Drydock Ballast Water
Treatment Systems
ScrubbersDays (3)
LR25  1 140 
LR1  3 120 
MR11 5 4 320 
Handymax    
     
Total FY 202216 5 8 580 

(1) The number of vessels in these tables reflect a certain amount of overlap where certain vessels are expected to be drydocked and have ballast water treatment systems and/or scrubbers installed simultaneously.  Additionally, the timing set forth may vary as drydock, ballast water treatment system installation and scrubber installation times are finalized.
(2) Represents the number of vessels scheduled to commence drydock, ballast water treatment system, and/or scrubber installations during the period. It does not include vessels that commenced work in prior periods but will be completed in the subsequent period.
(3) Represents total estimated off-hire days during the period, including vessels that commenced work in a previous period.

Debt

Set forth below is a summary of the principal balances of the Company’s outstanding indebtedness as of the dates presented.

 In thousands of U.S. DollarsOutstanding
Principal as of
December 31,
2020
Drawdowns and
(repayments),
net
Outstanding
Principal as of
March 31, 2021
Drawdowns and
(repayments),
net
Outstanding
Principal as of
May 6, 2021
1KEXIM Credit Facility (1)$15,931 $(15,931) $   $ 
2ING Credit Facility (2)(3)(4)(8)191,348 (121,001) 70,347   70,347 
32018 NIBC Credit Facility (4)31,066 (31,066)     
4Credit Agricole Credit Facility82,160 (2,142) 80,018   80,018 
5ABN AMRO / K-Sure Credit Facility41,827 (963) 40,864   40,864 
6Citibank / K-Sure Credit Facility86,818 (2,104) 84,714   84,714 
7ABN / SEB Credit Facility (2)97,856 (3,087) 94,769 (16,076) 78,693 
8Hamburg Commercial Credit Facility40,315 (823) 39,492   39,492 
9Prudential Credit Facility50,378 (1,386) 48,992 (924) 48,068 
102019 DNB / GIEK Credit Facility52,563 (1,778) 50,785   50,785 
11BNPP Sinosure Credit Facility (5)94,733 1,915  96,648 (5,167) 91,481 
122020 $225.0 Million Credit Facility208,890 (5,250) 203,640   203,640 
132021 $21.0 Million Credit Facility (1) 21,000  21,000   21,000 
14Ocean Yield Lease Financing138,508 (2,733) 135,775 (911) 134,864 
15BCFL Lease Financing (LR2s) (6)86,197 1,277  87,474 (895) 86,579 
16CSSC Lease Financing134,308 (2,732) 131,576 (911) 130,665 
17CSSC Scrubber Lease Financing4,443 (980) 3,463 (327) 3,136 
18BCFL Lease Financing (MRs) (6)77,748 2,394  80,142 (1,250) 78,892 
192018 CMBFL Lease Financing124,993 (3,252) 121,741 (836) 120,905 
20$116.0 Million Lease Financing (6)103,801 (401) 103,400 (848) 102,552 
21AVIC Lease Financing119,732 (3,332) 116,400   116,400 
22China Huarong Lease Financing (7)110,250 5,791  116,041   116,041 
23$157.5 Million Lease Financing123,800 (3,536) 120,264   120,264 
24COSCO Lease Financing68,750 (1,925) 66,825   66,825 
252020 CMBFL Lease Financing44,573 (810) 43,763   43,763 
262020 TSFL Lease Financing47,250 (831) 46,419   46,419 
272020 SPDBFL Lease Financing96,500 (1,624) 94,876   94,876 
282021 AVIC Lease Financing (4) 97,325  97,325   97,325 
292021 CMBFL Lease Financing (2) 58,800  58,800 20,250  79,050 
302021 TSFL Lease Financing (3) 57,663  57,663   57,663 
31IFRS 16 - Leases - 7 Handymax (9)2,247 (2,247)     
32IFRS 16 - Leases - 3 MR36,936 (1,843) 35,093 (623) 34,470 
33$670.0 Million Lease Financing593,291 (11,134) 582,157 (3,993) 578,164 
34Unsecured Senior Notes Due 2025 (10)28,100 14,133  42,233 3,755  45,988 
35Convertible Notes Due 2022 (11)151,229 (62,088) 89,141   89,141 
36Convertible Notes Due 2025 (11) 138,188  138,188   138,188 
 Gross debt outstanding$3,086,541 $113,487  $3,200,028 $(8,756) $3,191,272 
 Cash and cash equivalents187,511  269,538  280,053   
 Net debt$2,899,030  $2,930,490  $
2,911,219 

(1) In February 2021, the Company drew down $21.0 million on a term loan facility with a European financial institution (the "2021 $21.0 Million Credit Facility"). The proceeds of this loan facility were used to refinance the outstanding debt on an LR2 product tanker, STI Madison, that was previously financed under the KEXIM Credit Facility. The Company repaid the outstanding indebtedness of $15.9 million related to this vessel on the KEXIM Credit Facility in January 2021 upon its maturity. The 2021 $21.0 Million Credit Facility has a final maturity of December 2022, bears interest at LIBOR plus a margin of 2.65% per annum, and is scheduled to be repaid in equal quarterly installments of approximately $0.6 million, with a balloon payment due upon maturity. The remaining terms and conditions, including financial covenants, are similar to those set forth in our existing credit facilities.

(2) In March 2021, the Company received a commitment to sell and leaseback four Handymax vessels (STI Comandante, STI Brixton, STI Pimlico and STI Finchley) and one MR vessel (STI Westminster) from CMB Financial Leasing Co. Ltd, or CMBFL (the "2021 CMBFL Lease Financing"). In March 2021, the Company closed on the sale and leaseback of the four aforementioned Handymax vessels for aggregate proceeds of $58.8 million. The Company repaid the outstanding indebtedness of $46.7 million related to these vessels on the ING Credit Facility as part of these transactions. In April 2021, the Company closed on the sale and leaseback of STI Westminster for aggregate proceeds of $20.25 million. The Company repaid the outstanding indebtedness of $16.1 million related to this vessel on the ABN/SEB Credit Facility as part of this transaction.

Under the 2021 CMBFL Lease Financing, each vessel is subject to a seven-year bareboat charter-in agreement. The lease financings bear interest at LIBOR plus a margin of 3.25% per annum for the Handymax vessels and 3.20% for the MR vessel and are scheduled to be repaid in equal quarterly principal installments of approximately $0.3 million per each Handymax vessel and $0.4 million for the MR vessel. Each agreement contains purchase options to re-acquire each of the subject vessels beginning on the third anniversary date from the delivery date of the respective vessel, with a purchase option for each vessel upon the expiration of each agreement. The remaining terms and conditions, including financial covenants, are similar to those set forth in the Company's other sale and leaseback arrangements.

This transaction is being accounted for as a financing transaction under IFRS 9 as the transaction does not qualify as a ‘sale’ under IFRS 15 given the Company’s right to repurchase the asset during the lease period. Accordingly, no gain or loss is recorded, and the Company will continue to recognize the vessel as an asset and recognize a financial liability (i.e. debt) for the consideration received (similar to the Company’s other sale and leaseback transactions).

(3) In March 2021, the Company closed on the sale and leaseback of three MR vessels (STI Black Hawk, STI Notting Hill and STI Pontiac) with Taiping & Sinopec Financial Leasing Co., Ltd. for aggregate proceeds of $57.7 million (the "2021 TSFL Lease Financing"). The Company repaid the outstanding indebtedness of $40.7 million related to these vessels on the ING Credit Facility as part of these transactions.

Under the 2021 TSFL Lease Financing, each vessel is subject to a seven-year bareboat charter-in agreement. The lease financings bear interest at LIBOR plus a margin of 3.20% per annum and are scheduled to be repaid in equal quarterly principal installments of approximately $0.4 million per vessel. Each agreement contains purchase options to re-acquire each of the subject vessels beginning on the second anniversary date from the delivery date of the respective vessel, with a purchase option for each vessel upon the expiration of each agreement. The remaining terms and conditions, including financial covenants, are similar to those set forth in the Company's other sale and leaseback arrangements.

This transaction is being accounted for as a financing transaction under IFRS 9 as the transaction does not qualify as a ‘sale’ under IFRS 15 given the Company’s right to repurchase the asset during the lease period. Accordingly, no gain or loss is recorded, and the Company will continue to recognize the vessel as an asset and recognize a financial liability (i.e. debt) for the consideration received (similar to the Company’s other sale and leaseback transactions).

(4) In February 2021, the Company closed on the sale and leaseback of two vessels (STI Memphis and STI Soho) with AVIC International Leasing Co., Ltd. for aggregate proceeds of $44.2 million. The Company repaid the outstanding indebtedness of $30.0 million related to these vessels on the 2018 NIBC Credit Facility as part of these transactions. Additionally, in March 2021, the Company closed on the sale and leaseback of two additional vessels (STI Lombard and STI Osceola) under the 2021 AVIC Lease Financing for aggregate proceeds of $53.1 million. The Company repaid the outstanding indebtedness of $29.6 million related to these vessels on the ING Credit Facility as part of these transactions. These sale and leaseback transactions are collectively referred to as the “2021 AVIC Lease Financing”.

Under the 2021 AVIC Lease Financing, each vessel is subject to a nine-year bareboat charter-in agreement. The lease financings bear interest at LIBOR plus a margin of 3.45% per annum and are scheduled to be repaid in equal aggregate quarterly repayments of approximately $1.8 million. Each agreement contains purchase options to re-acquire each of the subject vessels beginning on the second anniversary date from the delivery date of the respective vessel, with a purchase obligation upon the expiration of each agreement. Additionally, we are required to deposit with the lessor, 1% of the borrowing amount, or $1.0 million in aggregate. The remaining terms and conditions, including financial covenants, are similar to those set forth in the Company's other sale and leaseback arrangements.

This transaction is being accounted for as a financing transaction under IFRS 9 as the transaction does not qualify as a ‘sale’ under IFRS 15 given the Company’s right to repurchase the asset during the lease period. Accordingly, no gain or loss is recorded, and the Company will continue to recognize the vessel as an asset and recognize a financial liability (i.e. debt) for the consideration received (similar to the Company’s other sale and leaseback transactions).

(5) In January 2021, the Company signed an agreement to extend the availability period under this loan facility to June 15, 2022 from March 15, 2021. In March 2021, the Company drew down $1.9 million from the BNPP Sinosure Credit Facility to partially finance the purchase and installation of a scrubber on a MR product tanker.

(6) In January 2021, the Company drew down an aggregate of $11.4 million, which consisted of (i) $3.8 million under the BCFL Lease Financing (LR2s); (ii) $5.8 million under the BCFL Lease Financing (MRs) and (iii) $1.9 million under the $116.0 Million Lease Financing to partially finance the purchase and installations of scrubbers on six product tankers. All of these scrubber related borrowings are scheduled to be repaid over a period of three years from each drawdown date in fixed monthly installments (which includes interest) of approximately $50,000 to $60,000 per vessel.

(7) In January 2021, the Company drew down $10.0 million from the China Huarong Lease Financing to partially finance the purchase and installations of scrubbers on five MR product tankers. These borrowings bear interest at LIBOR plus a margin of 3.50% and are scheduled to be repaid in equal quarterly installments of approximately $0.2 million per vessel through November 2023.

(8) In January 2021, the Company drew down $2.1 million from its ING Credit Facility to partially finance the purchase and installations of scrubbers on two LR2 product tankers. These borrowings bear interest at LIBOR plus a margin of 1.95% and are scheduled to be repaid in equal quarterly installments of approximately $0.2 million per vessel through June 2022.

(9) The remaining terms on the bareboat-in agreements for Handymax vessels under these agreements expired in March 2021.

(10) In January 2021, the Company entered into the Distribution Agreement with the Agent, under which the Company may offer and sell, from time to time, up to an additional $75.0 million aggregate principal amount Additional Notes. The Additional Notes will have the same terms as (other than date of issuance), form a single series of debt securities with and have the same CUSIP number and be fungible with, the Initial Notes immediately upon issuance. Sales of the Additional Notes may be made over a period of time, and from time to time, through the Agent, in transactions involving an offering of the Senior Notes due 2025 into the existing trading market at prevailing market prices. During the first quarter of 2021, the Company issued $14.1 million aggregate principal amount of Additional Notes for aggregate net proceeds (net of sales agent commissions and offering expenses) of $13.8 million. Since inception of this program and through the date of this press release, the Company issued $17.9 million aggregate principal amount of Additional Notes for aggregate net proceeds (net of sales agent commissions and offering expenses) of $17.5 million.

(11) In March 2021, the Company completed the exchange of approximately $62.1 million in aggregate principal amount of Convertible Notes due 2022 for approximately $62.1 million in aggregate principal amount of Convertible Notes due 2025 as part of the March 2021 Exchange. Simultaneously with the March 2021 Exchange, the Company issued and sold $76.1 million in aggregate principal amount of Convertible Notes due 2025 as part of the March 2021 Convertible Notes Offering.

The conversion rate of the Convertible Notes due 2025 is initially 26.6617 common shares per $1,000 principal amount of Convertible Notes due 2025 (equivalent to an initial conversion price of approximately $37.507 per common share), and is subject to adjustment upon the occurrence of certain events as set forth in the indenture governing the Convertible Notes due 2025 (such as the payment of dividends).

Commencing on the issue date of the Convertible Notes due 2025, principal will accrete on the principal amount, compounded semi-annually, at a rate of approximately 5.52% per annum, which principal amount, together with any accretions thereon, is the “Accreted Principal Amount”. The Accreted Principal Amount at maturity will equal 125.3% of par, which together with the 3.00% interest rate, compounds to a yield-to-maturity of approximately 8.25%.

The Company recorded a loss on the extinguishment of the Convertible Notes due 2022 of $3.9 million as a result of the March 2021 Exchange which primarily arose from the difference between the carrying value and the face value of the Convertible Notes due 2022 on the date of the exchange.

Set forth below are the estimated expected future principal repayments on the Company's outstanding indebtedness as of March 31, 2021, which includes principal amounts due under the Company's secured credit facilities, Convertible Notes due 2022, Convertible Notes due 2025, lease financing arrangements, Senior Notes due 2025, and lease liabilities under IFRS 16 (which also include actual payments made during the first quarter of 2021 and through May 6, 2021):

In millions of U.S. dollarsAs of March 31, 2021 (1)
Q2 2021 - principal payments made through May 6, 2021 (2)$32.8 
Q2 2021 - remaining principal payments61.1 
Q3 202172.9 
Q4 202177.9 
Q1 2022 (3)90.7 
Q2 2022 (4)265.4 
Q3 2022 (5)86.7 
Q4 2022 (6)123.1 
2023 and thereafter2,389.4 
  
 $3,200.0  

(1) Amounts represent the principal payments due on the Company’s outstanding indebtedness as of March 31, 2021 and do not incorporate the impact of any of the Company’s new financing initiatives which have not closed as of that date.

(2) Repayments include the payment of $16.1 million on the ABN / SEB Credit Facility which was made as part of the refinancing of the amounts borrowed for STI Westminster, which was sold and leased back under the 2021 CMBFL Lease Financing in April 2021.

(3) Repayments include the maturity of the outstanding debt related to one vessel under the Citi/K-Sure Credit Facility of $19.3 million.

(4) Repayments include the maturity of the outstanding debt related to (i) three vessels under the Citi/K-Sure Credit Facility of $57.6 million in aggregate, (ii) the Company's Convertible Notes due 2022 of $89.1 million, and (iii) three vessels under the ING Credit Facility of $44.8 million in aggregate.

(5) Repayments include the maturity of the outstanding debt related to one vessel under the ABN AMRO/K-Sure Credit Facility of $18.4 million.

(6) Repayments include the maturity of the outstanding debt related to (i) one vessel under the ABN AMRO/K-Sure Credit Facility of $17.2 million and (ii) one vessel under the Credit Agricole Credit Facility of $16.5 million..

Explanation of Variances on the First Quarter of 2021 Financial Results Compared to the First Quarter of 2020

For the three months ended March 31, 2021, the Company recorded a net loss of $62.4 million compared to net income of $46.6 million for the three months ended March 31, 2020. The following were the significant changes between the two periods:

  • TCE revenue, a Non-IFRS measure, is vessel revenues less voyage expenses (including bunkers and port charges). TCE revenue is included herein because it is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance irrespective of changes in the mix of charter types (i.e., spot voyages, time charters, and pool charters), and it provides useful information to investors and management. The following table sets forth TCE revenue for the three months ended March 31, 2021 and 2020:

  For the three months ended March 31,
In thousands of U.S. dollars2021 2020
 Vessel revenue$134,165   $254,167  
 Voyage expenses(1,385)  (4,220) 
 TCE revenue$132,780   $249,947  
  • TCE revenue for the three months ended March 31, 2021 decreased by $117.2 million to $132.8 million, from $249.9 million for the three months ended March 31, 2020. Overall average TCE revenue per day decreased to $11,166 per day during the three months ended March 31, 2021, from $22,644 per day during the three months ended March 31, 2020. Given the onset of the COVID-19 pandemic, market fundamentals and underlying TCE revenue during these periods differed significantly.
    • TCE revenue for the three months ended March 31, 2021 reflected the adverse market conditions brought on by the COVID-19 pandemic. Demand for crude and refined petroleum products remained low during this period as inventories that built up during 2020 continued to be drawn, and most countries throughout the world continued to implement restrictive policies in an effort to control the spread of the virus.
    • TCE revenue for the three months ended March 30, 2020 reflected strong market conditions that were the result of (i) the January 1, 2020 implementation date of the IMO low sulfur emissions standards and (ii) the initial market conditions brought on by the onset of the COVID-19 pandemic in March 2020. Supply and demand dynamics shifted favorably during the fourth quarter of 2019 and early in the first quarter of 2020, driven by the January 1, 2020 implementation date of the International Maritime Organization’s (“IMO”) low sulfur emissions standards. The implementation of these standards impacted the trade flows of both crude and refined petroleum products which, combined with favorable supply and demand dynamics at the time, resulted in improvements in daily spot market TCE rates.

      Towards the end of the first quarter of 2020, travel restrictions and other preventive measure to control the spread of the COVID-19 pandemic resulted in a precipitous decline in oil demand. Lack of corresponding production and refinery cuts resulted in a supply glut of oil and refined petroleum products, which was exacerbated by extreme oil price volatility from the Russia-Saudi Arabia oil price war. The oversupply of petroleum products and contango in oil prices led to record floating storage and arbitrage opportunities of both crude and refined petroleum products. These market conditions had a disruptive impact on the supply and demand balance of product tankers, resulting in significant and prolonged spikes in spot TCE rates which persisted through the second quarter of 2020.
  • Vessel operating costs for the three months ended March 31, 2021 remained consistent, increasing slightly by $1.8 million to $83.3 million, from $81.5 million for the three months ended March 31, 2020. Vessel operating costs were impacted by a net decrease of 1.5 average vessels for the three months ended March 31, 2021 when compared to the three months ended March 31, 2020. This decrease was due to the redelivery of three Handymax vessels upon the expiration of their bareboat charters in the second and third quarters of 2020, and the redelivery of four Handymax vessels in March 2021. Offsetting this decrease was the delivery of four MRs under bareboat charter-in agreements; three of which were delivered during the first quarter of 2020, and one was delivered during the third quarter of 2020.

    Vessel operating costs per day increased to $6,891 per day for the three months ended March 31, 2021 from $6,592 per day for the three months ended March 31, 2020. This increase was primarily attributable to (i) costs incurred to transition technical managers for certain MRs that were acquired from Trafigura Maritime Logistics Pte. Ltd. in 2019, and (ii) costs incurred upon the expiration of the bareboat charters on four Handymax vessels in March 2021.
  • Depreciation expense - owned or sale leaseback vessels for the three months ended March 31, 2021 increased by $1.9 million to $48.8 million, from $46.8 million for the three months ended March 31, 2020. The increase was due to the Company's drydock, scrubber and ballast water treatment system installations that have taken place over the preceding 12-month period.
  • Depreciation expense - right of use assets for the three months ended March 31, 2021 decreased $1.4 million to $11.8 million from $13.2 million for the three months ended March 31, 2020. Depreciation expense - right of use assets reflects the straight-line depreciation expense recorded under IFRS 16 - Leases. Right of use asset depreciation expense was impacted by the delivery of four vessels that were previously under construction (three MRs in the first quarter of 2020 and one MR in the third quarter of 2020), offset by the redelivery of three Handymax vessels upon the expiration of their bareboat charters in the second and third quarters of 2020 and four Handymax vessels at the end of the first quarter of 2021. The Company had four LR2s, 18 MRs, and four Handymax vessels (whose leases expired in March 2021) that were accounted for under IFRS 16 - Leases during the three months ended March 31, 2021. The right of use asset depreciation for these vessels is approximately $0.2 million per MR and $0.3 million per LR2 per month.
  • General and administrative expenses for the three months ended March 31, 2021, decreased by $3.7 million to $13.6 million, from $17.3 million for the three months ended March 31, 2020. This decrease was due to an overall reduction in costs during the three months ended March 31, 2021, including reductions in restricted stock amortization and compensation expenses.
  • Financial expenses for the three months ended March 31, 2021 decreased by $10.7 million to $34.1 million, from $44.8 million for the three months ended March 31, 2020. The decrease was primarily driven by significant decreases in LIBOR rates, which underpin all of the Company's variable rate borrowings, and which have collapsed since the onset of the COVID-19 pandemic.

Scorpio Tankers Inc. and Subsidiaries
Condensed Consolidated Statements of Income or Loss
(unaudited)

  For the three months ended March 31,
In thousands of U.S. dollars except per share and share data2021 2020
Revenue   
 Vessel revenue$134,165   $254,167  
     
Operating expenses   
 Vessel operating costs(83,302)  (81,463) 
 Voyage expenses(1,385)  (4,220) 
 Depreciation - owned or sale leaseback vessels(48,784)  (46,841) 
 Depreciation - right of use assets(11,841)  (13,197) 
 General and administrative expenses(13,560)  (17,261) 
 Total operating expenses(158,872)  (162,982) 
Operating income(24,707)  91,185  
Other (expense) and income, net   
 Financial expenses(34,067)  (44,765) 
 Loss on Convertible Notes exchange(3,856)    
 Financial income225   565  
 Other income and (expense), net11   (358) 
 Total other expense, net(37,687)  (44,558) 
Net (loss) / income$(62,394)  $46,627  
     
(Loss) / Earnings per share   
     
 Basic$(1.15)  $0.85  
 Diluted$(1.15)  $0.82  
 Basic weighted average shares outstanding54,318,792   54,667,211  
 Diluted weighted average shares outstanding (1)54,318,792   61,692,830  

(1) The computation of diluted loss per share for the three months ended March 31, 2021 excludes the effect of potentially dilutive unvested shares of restricted stock and the Convertible Notes due 2022 and Convertible Notes due 2025 because their effect would have been anti-dilutive. The computation of diluted earnings per share for the three months ended March 31, 2020 includes the effect of potentially dilutive unvested shares of restricted stock and the effect of the Convertible Notes due 2022 under the if-converted method.

Scorpio Tankers Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(unaudited)

 As of
In thousands of U.S. dollarsMarch 31, 2021 December 31, 2020
Assets   
Current assets   
Cash and cash equivalents$269,538   $187,511  
Accounts receivable45,086   33,017  
Prepaid expenses and other current assets9,092   12,430  
Inventories8,104   9,261  
Total current assets331,820   242,219  
Non-current assets   
Vessels and drydock3,964,122   4,002,888  
Right of use assets794,970   807,179  
Other assets97,274   92,145  
Goodwill8,900   8,900  
Restricted cash5,293   5,293  
Total non-current assets4,870,559   4,916,405  
Total assets$5,202,379   $5,158,624  
Current liabilities   
Current portion of long-term debt$105,861   $172,705  
Lease liability - sale and leaseback vessels151,446   131,736  
Lease liability - IFRS 1654,442   56,678  
Accounts payable14,796   12,863  
Accrued expenses27,891   32,193  
Total current liabilities354,436   406,175  
Non-current liabilities   
Long-term debt966,309   971,172  
Lease liability - sale and leaseback vessels1,311,604   1,139,713  
Lease liability - IFRS 16562,146   575,796  
Total non-current liabilities2,840,059   2,686,681  
Total liabilities3,194,495   3,092,856  
Shareholders' equity   
Issued, authorized and fully paid-in share capital:   
Share capital656   656  
Additional paid-in capital2,854,716   2,850,206  
Treasury shares(480,172)  (480,172) 
Accumulated deficit(367,316)  (304,922) 
Total shareholders' equity2,007,884   2,065,768  
Total liabilities and shareholders' equity$5,202,379   $5,158,624  

Scorpio Tankers Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(unaudited)

 For the three months ended March 31,
In thousands of U.S. dollars2021 2020
Operating activities   
Net (loss) / income$(62,394)  $46,627  
Depreciation - owned or finance leased vessels48,784   46,841  
Depreciation - right of use assets11,841   13,197  
Amortization of restricted stock6,192   7,845  
Amortization of deferred financing fees1,825   1,458  
Write-off of deferred financing fees and unamortized discounts on sale and leaseback facilities1,275     
Accretion of convertible notes1,922   2,258  
Accretion of fair value measurement on debt assumed in business combinations847   878  
Loss on Convertible Notes exchange3,856     
 14,148   119,104  
Changes in assets and liabilities:   
Decrease / (increase) in inventories1,157   (1,221) 
Increase in accounts receivable(12,069)  (70,363) 
(Increase) / decrease in prepaid expenses and other current assets(600)  2,080  
(Increase) / decrease in other assets(147)  46  
Increase / (decrease) in accounts payable2,428   (675) 
Decrease in accrued expenses(6,745)  (4,869) 
 (15,976)  (75,002) 
Net cash (outflow) / inflow from operating activities(1,828)  44,102  
Investing activities   
Drydock, scrubber, ballast water treatment system and other vessel related payments (owned, finance leased and bareboat-in vessels)(16,601)  (63,486) 
Net cash outflow from investing activities(16,601)  (63,486) 
Financing activities   
Debt repayments(224,757)  (108,617) 
Issuance of debt273,421   73,946  
Debt issuance costs(3,643)  (1,783) 
Principal repayments on lease liability - IFRS 16(14,856)  (20,772) 
Issuance of convertible notes76,100     
Dividends paid(5,809)  (5,868) 
Net cash inflow / (outflow) from financing activities100,456   (63,094) 
Increase / (decrease) in cash and cash equivalents82,027   (82,478) 
Cash and cash equivalents at January 1,187,511   202,303  
Cash and cash equivalents at March 31,$269,538   $119,825  

Scorpio Tankers Inc. and Subsidiaries
Other operating data for the three months and three months ended March 31, 2021 and 2020
(unaudited)

 For the three months ended March 31,
 2021 2020
Adjusted EBITDA(1) (in thousands of U.S. dollars except Fleet Data)$42,121  $158,710 
    
Average Daily Results   
TCE per day(2)$11,166  $22,644 
Vessel operating costs per day(3)$6,891  $6,592 
    
LR2   
TCE per revenue day (2)$11,947  $25,914 
Vessel operating costs per day(3)$6,675  $6,742 
Average number of vessels42.0  42.0 
    
LR1   
TCE per revenue day (2)$11,228  $20,296 
Vessel operating costs per day(3)$6,646  $6,678 
Average number of vessels12.0  12.0 
    
MR   
TCE per revenue day (2)$11,281  $20,866 
Vessel operating costs per day(3)$6,974  $6,422 
Average number of vessels63.0  60.8 
    
Handymax   
TCE per revenue day (2)$8,844  $22,564 
Vessel operating costs per day(3)$7,280  $6,734 
Average number of vessels17.3  21.0 
    
Fleet data   
Average number of vessels134.3  135.8 
    
Drydock   
Drydock, scrubber, ballast water treatment system and other vessel related payments for owned, sale leaseback and bareboat chartered-in vessels (in thousands of U.S. dollars)$16,601  $63,486 


(1)See Non-IFRS Measures section below.
(2)Freight rates are commonly measured in the shipping industry in terms of time charter equivalent per day (or TCE per day), which is calculated by subtracting voyage expenses, including bunkers and port charges, from vessel revenue and dividing the net amount (time charter equivalent revenues) by the number of revenue days in the period. Revenue days are the number of days the vessel is owned, finance leased or chartered-in less the number of days the vessel is off-hire for drydock and repairs.
(3)Vessel operating costs per day represent vessel operating costs divided by the number of operating days during the period. Operating days are the total number of available days in a period with respect to the owned, finance leased or bareboat chartered-in vessels, before deducting available days due to off-hire days and days in drydock. Operating days is a measurement that is only applicable to our owned, finance leased or bareboat chartered-in vessels, not our time chartered-in vessels.

Fleet list as of May 6, 2021

 Vessel Name Year
Built
 DWT Ice
class
 Employment Vessel type Scrubber 
               
 Owned, sale leaseback and bareboat chartered-in vessels         
1STI Brixton 2014 38,734 1A SHTP (1) Handymax N/A 
2STI Comandante 2014 38,734 1A SHTP (1) Handymax N/A 
3STI Pimlico 2014 38,734 1A SHTP (1) Handymax N/A 
4STI Hackney 2014 38,734 1A SHTP (1) Handymax N/A 
5STI Acton 2014 38,734 1A SHTP (1) Handymax N/A 
6STI Fulham 2014 38,734 1A SHTP (1) Handymax N/A 
7STI Camden 2014 38,734 1A SHTP (1) Handymax N/A 
8STI Battersea 2014 38,734 1A SHTP (1) Handymax N/A 
9STI Wembley 2014 38,734 1A SHTP (1) Handymax N/A 
10STI Finchley 2014 38,734 1A SHTP (1) Handymax N/A 
11STI Clapham 2014 38,734 1A SHTP (1) Handymax N/A 
12STI Poplar 2014 38,734 1A SHTP (1) Handymax N/A 
13STI Hammersmith 2015 38,734 1A SHTP (1) Handymax N/A 
14STI Rotherhithe 2015 38,734 1A SHTP (1) Handymax N/A 
15STI Amber 2012 49,990  SMRP (2) MR Yes 
16STI Topaz 2012 49,990  SMRP (2) MR Yes 
17STI Ruby 2012 49,990  SMRP (2) MR Not Yet Installed 
18STI Garnet 2012 49,990  SMRP (2) MR Yes 
19STI Onyx 2012 49,990  SMRP (2) MR Yes 
20STI Fontvieille 2013 49,990  SMRP (2) MR Not Yet Installed 
21STI Ville 2013 49,990  SMRP (2) MR Not Yet Installed 
22STI Duchessa 2014 49,990  SMRP (2) MR Not Yet Installed 
23STI Opera 2014 49,990  SMRP (2) MR Not Yet Installed 
24STI Texas City 2014 49,990  SMRP (2) MR Yes 
25STI Meraux 2014 49,990  SMRP (2) MR Yes 
26STI San Antonio 2014 49,990  SMRP (2) MR Yes 
27STI Venere 2014 49,990  SMRP (2) MR Yes 
28STI Virtus 2014 49,990  SMRP (2) MR Yes 
29STI Aqua 2014 49,990  SMRP (2) MR Yes 
30STI Dama 2014 49,990 { "@context": "https://schema.org", "@type": "FAQPage", "name": "Scorpio Tankers Inc. Announces Financial Results for the First Quarter of 2021 and Declaration of a Quarterly Dividend FAQs", "mainEntity": [ { "@type": "Question", "name": "What were Scorpio Tankers' earnings for Q1 2021?", "acceptedAnswer": { "@type": "Answer", "text": "Scorpio Tankers reported a net loss of $62.4 million or $1.15 per share for Q1 2021." } }, { "@type": "Question", "name": "What dividend was declared by Scorpio Tankers on May 6, 2021?", "acceptedAnswer": { "@type": "Answer", "text": "The Board declared a quarterly cash dividend of $0.10 per share." } }, { "@type": "Question", "name": "How much cash does Scorpio Tankers have as of May 6, 2021?", "acceptedAnswer": { "@type": "Answer", "text": "Scorpio Tankers has $280.1 million in cash and cash equivalents." } }, { "@type": "Question", "name": "What is the outlook for Scorpio Tankers after Q1 2021?", "acceptedAnswer": { "@type": "Answer", "text": "The company plans to increase liquidity by up to $46.7 million through refinancing efforts." } }, { "@type": "Question", "name": "How did Scorpio Tankers' revenue performance compare in Q1 2021 versus Q1 2020?", "acceptedAnswer": { "@type": "Answer", "text": "The company experienced a significant decline in revenue, recording a net loss in Q1 2021 compared to net income in Q1 2020." } } ] }

FAQ

What were Scorpio Tankers' earnings for Q1 2021?

Scorpio Tankers reported a net loss of $62.4 million or $1.15 per share for Q1 2021.

What dividend was declared by Scorpio Tankers on May 6, 2021?

The Board declared a quarterly cash dividend of $0.10 per share.

How much cash does Scorpio Tankers have as of May 6, 2021?

Scorpio Tankers has $280.1 million in cash and cash equivalents.

What is the outlook for Scorpio Tankers after Q1 2021?

The company plans to increase liquidity by up to $46.7 million through refinancing efforts.

How did Scorpio Tankers' revenue performance compare in Q1 2021 versus Q1 2020?

The company experienced a significant decline in revenue, recording a net loss in Q1 2021 compared to net income in Q1 2020.

Scorpio Tankers Inc.

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