XML 40 R22.htm IDEA: XBRL DOCUMENT v3.7.0.1
SHAREHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2016
SHAREHOLDERS' EQUITY [Abstract]  
SHAREHOLDERS' EQUITY
14.
SHAREHOLDERS’ EQUITY
 
Authorized, issued and outstanding common shares roll-forward is as follows:

 
 
Authorized
Shares
  
Issued and
Out-
standing
Shares
  
Common
Stock
 
Balance as of January 1, 2013
  
90,000,000
   
52,915,639
   
529
 
Common Shares Issued in Follow-on Offering
      
20,556,250
   
206
 
Shares issued in connection with the Scandic acquisition
      
1,910,112
   
19
 
Balance as of December 31, 2013
  
90,000,000
   
75,382,001
   
754
 
Common Shares Issued in Follow-on Offering
      
13,800,000
   
138
 
Increase in Authorized Shares
  
90,000,000
         
Balance as of December 31, 2014
  
180,000,000
   
89,182,001
   
892
 
Balance as of December 31, 2015
  
180,000,000
   
89,182,001
   
892
 
Equity incentive plan issuance
      
137,665
   
1
 
Common Shares Issued in Follow-on Offering
      
12,650,000
   
127
 
Balance as of December 31, 2016
  
180,000,000
   
101,969,666
   
1,020
 

As part of the acquisition of Scandic the Company issued 1,910,112 shares. For further background and details related to the acquisition please see Note 4 and 5.
 
In April and November 2013, the Company completed an underwritten public offering of 11,212,500 and 9,343,750 common shares which strengthened the equity by $102.2 million and $70.9 million, respectively.
 
In April 2014, the Company completed an underwritten public offering of 13,800,000 common shares which increased its equity by $113.4 million.
 
On June 17, 2014, at its Annual General Meeting (“AGM”) held in Bermuda, the Company increased authorized share capital from 90,000,000 common shares to 180,000,000.
 
In September 2016, the Company completed an underwritten public offering of 12,650,000 common shares which increased its equity by $120.1 million.
 
Additional Paid in Capital
 
Included in Additional Paid in Capital is the Company’s Share Premium Fund as defined by Bermuda law. The Share Premium Fund cannot be distributed without complying with certain legal procedures designed to protect the creditors of the Company, including public notice to its creditors and a subsequent period for creditor notice of concern, regarding the Company’s intention, following shareholder approval, to transfer such funds to the Company’s Contributed Surplus Account and thereby make such funds available for distribution. The Share Premium Fund was $77.4 million and $77.4 million as of December 31, 2016 and 2015 respectively. Credits and Charges to Additional Paid in Capital were a result of the accounting for the Company’s share based compensation programs and issuance of shares in relation to the acquisition of Scandic.
 
On June 17, 2014, at the Company’s Annual General Meeting, shareholders voted to reduce the Share Premium Fund by the amount of $208.2 million. The legal procedures related to this reduction were finalized in July 2014 upon which the amount became eligible for distribution.
 
Contributed Surplus Account
 
The Company’s Contributed Surplus Account as defined by Bermuda law, consists of amounts previously recorded as share premium, transferred to Contributed Surplus Account when resolutions are adopted by the Company’s shareholders to make Share Premium Fund distributable or available for other purposes. As indicated by the laws governing the Company, the Contributed Surplus Account can be used for dividend distribution and to cover accumulated losses from its operations.

For the years ended December 31, 2016 and 2015, the Company had a net loss of $4.5 million and net income of $114.6 million, and paid a dividend of $125.7 million and $123.0 million, respectively. Accordingly, the Company’s Contributed Surplus Account was charged with a total of $92.8 million and $8.4 million for the years ended December 31, 2016 and 2015, respectively.

For the year ended December 31, 2014 the Company had a net loss of $13.2 million. For this year all dividend distributions were charged to the Contributed Surplus Account.

Shareholders' Rights Plan
 
In 2007, the Board of Directors adopted a shareholders' rights agreement and declared a dividend of one preferred share purchase right to purchase one one-thousandth of a Series A Participating Preferred Share for each outstanding common share, par value $0.01 per share. The dividend was payable on February 27, 2007, to shareholders of record on that date. Each right entitles the registered holder to purchase from the Company one one-thousandth of a Series A Participating Preferred Share at an exercise price of $115, subject to adjustment. The Company can redeem the rights at any time prior to a public announcement that a person has acquired ownership of 15% or more of the Company’s common shares.
 
This shareholders rights plan was designed to enable us to protect shareholder interests in the event that an unsolicited attempt is made for a business combination with, or a takeover of, the Company.