o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR | |
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the fiscal year ended December 31, 2017 | |
OR | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________to___________________ | |
OR | |
o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report _______________________________ |
Commission file number | 000-29106 |
Golden Ocean Group Limited |
(Exact name of Registrant as specified in its charter) |
(Translation of Registrant's name into English) |
Bermuda |
(Jurisdiction of incorporation or organization) |
Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda |
(Address of principal executive offices) |
Georgina Sousa, Telephone: (1) 441 295 6935, Facsimile: (1) 441 295 3494, Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda |
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) |
Title of each class | Name of each exchange on which registered |
Common Shares, Par Value $0.05 Per Share | NASDAQ Global Select Market |
None |
(Title of Class) |
None |
(Title of Class) |
Yes o | No x |
Yes o | No x |
Yes x | No o |
Yes x | No o |
Large accelerated filer o | Accelerated filer x |
Non-accelerated filer o | Emerging growth company o |
U.S. GAAP x | International Financial Reporting Standards as issued by the International Accounting Standards Board o | Other o |
Item 17 o | Item 18 o |
Yes o | No x |
PAGE | ||
• | our future operating or financial results; |
• | our continued borrowing availability under our debt agreements and compliance with the covenants contained therein; |
• | our ability to procure or have access to financing, our liquidity and the adequacy of cash flows for our operations; |
• | our ability to successfully employ our existing and newbuilding dry bulk vessels; |
• | changes in our operating expenses, including bunker prices, dry docking and insurance costs; |
• | our ability to fund future capital expenditures and investments in the construction, acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue); |
• | planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including drydocking, surveys, upgrades and insurance costs; |
• | risks associated with vessel construction; |
• | our expectations regarding the availability of vessel acquisitions and our ability to complete acquisition transactions planned; |
• | vessel breakdowns and instances of off-hire; |
• | potential conflicts of interest involving members of our board of directors, or the Board, and senior management; |
• | potential liability from pending or future litigation; |
• | potential exposure or loss from investment in derivative instruments; |
• | general dry bulk shipping market trends, including fluctuations in charter hire rates and vessel values; |
• | changes in supply and demand in the dry bulk shipping industry, including the market for our vessels and the number of newbuildings under construction; |
• | the strength of world economies; |
• | stability of Europe and the Euro; |
• | fluctuations in interest rates and foreign exchange rates; |
• | changes in seaborne and other transportation; |
• | changes in governmental rules and regulations or actions taken by regulatory authorities; |
• | general domestic and international political conditions; |
• | potential disruption of shipping routes due to accidents or political events; and |
• | other factors discussed in “Item 3.D. Risk Factors.” |
• | Newcastlemax, which are vessels with carrying capacities of between 200,000 dwt and 210,000 dwt; |
• | Capesize, which are vessels with carrying capacities of between 100,000 dwt and 200,000 dwt; |
• | Panamax, which are vessels with carrying capacities of between 65,000 and 100,000 dwt; and |
• | Ultramax, which are vessels with carrying capacities of between 55,000 and 65,000 dwt. |
Fiscal year ended December 31, | ||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||
(in thousands of $, except shares, per share data and ratios) | ||||||||||||||
Statement of Operations Data: | ||||||||||||||
Total operating revenues (1) | 460,023 | 256,863 | 190,238 | 96,715 | 37,546 | |||||||||
Total operating expenses | 413,517 | 328,366 | 414,363 | 77,229 | 30,722 | |||||||||
Net operating (loss) income | 50,075 | (70,258 | ) | (234,913 | ) | 19,486 | 6,824 | |||||||
Net (loss) income from continuing operations | (2,348 | ) | (127,711 | ) | (220,839 | ) | 16,253 | 3,530 | ||||||
Net (loss) income from discontinued operations (2) | — | — | — | (258 | ) | (7,433 | ) | |||||||
Net (loss) income | (2,348 | ) | (127,711 | ) | (220,839 | ) | 15,995 | (3,903 | ) | |||||
(Loss) earnings per share from continuing operations: basic ($) | ($0.02) | ($1.34) | ($7.30) | $1.55 | $0.70 | |||||||||
(Loss) earnings per share from continuing operations: diluted ($) | ($0.02) | ($1.34) | ($7.30) | $1.55 | $0.70 | |||||||||
Loss per share from discontinued operations: basic ($) | $0.00 | $0.00 | $0.00 | $0.00 | ($1.45) | |||||||||
Loss per share from discontinued operations: diluted ($) | $0.00 | $0.00 | $0.00 | $0.00 | ($1.45) | |||||||||
(Loss) earnings per share: basic ($) | ($0.02) | ($1.34) | ($7.30) | $1.52 | ($0.75) | |||||||||
(Loss) earnings per share: diluted ($) | ($0.02) | ($1.34) | ($7.30) | $1.52 | ($0.75) | |||||||||
Cash distributions per share declared ($) | $0.00 | $0.00 | $0.00 | $3.15 | $3.50 | |||||||||
Balance Sheet Data (at end of year): | ||||||||||||||
Cash and cash equivalents | 309,029 | 212,942 | 102,617 | 42,221 | 98,250 | |||||||||
Long term restricted cash | 54,845 | 53,797 | 48,521 | 18,923 | 15,000 | |||||||||
Newbuildings | 105,727 | 180,562 | 338,614 | 323,340 | 26,706 | |||||||||
Vessels and equipment, net | 2,215,003 | 1,758,939 | 1,488,205 | 852,665 | 262,747 | |||||||||
Total assets | 2,870,058 | 2,361,623 | 2,172,870 | 1,259,207 | 409,194 | |||||||||
Current portion of long-term debt | 109,671 | — | 20,380 | 19,812 | — | |||||||||
Current portion of obligations under capital lease | 5,239 | 4,858 | 15,749 | — | — | |||||||||
Long-term debt | 1,134,788 | 1,058,418 | 908,116 | 340,155 | 94,336 | |||||||||
Obligations under capital lease | 7,435 | 12,673 | 17,531 | — | — | |||||||||
Share capital | 7,111 | 5,299 | 1,727 | 801 | 305 | |||||||||
Total equity | 1,494,049 | 1,238,719 | 1,158,649 | 884,273 | 307,441 | |||||||||
Common shares outstanding | 142,197,697 | 105,965,192 | 34,535,128 | 16,024,310 | 6,094,412 | |||||||||
Other Financial Data: | ||||||||||||||
Equity to assets ratio (percentage) (3) | 52.1 | % | 52.5 | % | 53.3 | % | 70.2 | % | 75.1 | % | ||||
Debt to equity ratio (4) | 0.8 | 0.9 | 0.8 | 0.4 | 0.3 | |||||||||
Price earnings ratio (5) | (407.5 | ) | (3.5 | ) | (0.7 | ) | 14.9 | (61.3 | ) | |||||
Time charter equivalent revenue (6) | 363,061 | 188,851 | 134,547 | 42,407 | 30,737 | |||||||||
Time charter equivalent rate (7) | 13,436 | 8,478 | 10,185 | 15,238 | 21,140 |
(1) | Net income as a result of our revenue sharing agreements is presented as other operating income, net. Comparative numbers in 2016 have been revised to conform to our current presentation. In 2016, $0.9 million was previously included in other revenues and has been reclassified to other operating income, net. |
(2) | We classified our only very large crude carrier, or VLCC, as "held for sale" as of December 31, 2012 and this vessel was sold during 2013. The operations of our VLCCs have been recorded as discontinued operations in 2014 and all prior years shown above. |
(3) | Equity to assets ratio is calculated as total equity divided by total assets. |
(4) | Debt to equity ratio is calculated as total interest bearing current and long-term liabilities divided by total equity. |
(5) | Price earnings ratio is calculated using the year end share price divided by basic (loss) earnings per share. Historical periods have been adjusted for the 5 to 1 reverse split completed in August 2016. |
(6) | A reconciliation of time charter equivalent revenues, or TCE revenue, to total operating revenues as reflected in the consolidated statements of operation is as follows: |
(in thousands of $) | 2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||
Total operating revenues | 460,023 | 256,863 | 190,238 | 96,715 | 37,546 | ||||||||||
Add: Amortization of favorable charter party contracts | 19,333 | 27,277 | 23,714 | — | — | ||||||||||
Add: Other operating income | 3,881 | 945 | — | — | — | ||||||||||
Less: Bareboat charter revenue * | — | 2,399 | — | — | — | ||||||||||
Less: Other revenues | 1,247 | 3,949 | 1,306 | 20,353 | — | ||||||||||
Net time and voyage charter revenues | 481,990 | 278,737 | 212,646 | 76,362 | 37,546 | ||||||||||
Less: Voyage expenses & commission | 118,929 | 89,886 | 78,099 | 33,955 | 6,809 | ||||||||||
Time charter equivalent revenue | 363,061 | 188,851 | 134,547 | 42,407 | 30,737 |
(7) | Time charter equivalent rate, or TCE rate, represents the weighted average daily TCE revenue of our entire operating fleet. |
(in thousands of $, except for TCE Rate and days) | 2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||
Time charter equivalent revenue | 363,061 | 188,851 | 134,547 | 42,407 | 30,737 | ||||||||||
Fleet available days | 27,323 | 22,397 | 13,330 | 2,841 | 1,460 | ||||||||||
Fleet offhire days | (301 | ) | (121 | ) | (120 | ) | (58 | ) | (6 | ) | |||||
Fleet onhire days | 27,022 | 22,276 | 13,210 | 2,783 | 1,454 | ||||||||||
Time charter equivalent rate | 13,436 | 8,478 | 10,185 | 15,238 | 21,140 |
• | supply of and demand for energy resources, commodities, and semi-finished and finished consumer and industrial products; |
• | changes in the exploration or production of energy resources, commodities, and semi-finished and finished consumer and industrial products; |
• | the location of regional and global exploration, production and manufacturing facilities; |
• | the location of consuming regions for energy resources, commodities, and semi-finished and finished consumer and industrial products; |
• | the globalization of production and manufacturing; |
• | global and regional economic and political conditions, including armed conflicts and terrorist activities, embargoes and strikes; |
• | disruptions and developments in international trade; |
• | changes in seaborne and other transportation patterns, including the distance cargo is transported by sea; |
• | environmental and other regulatory developments; |
• | currency exchange rates; and |
• | the weather. |
• | number of newbuilding orders and deliveries; |
• | the number of shipyards and ability of shipyards to deliver vessels; |
• | port and canal congestion; |
• | scrapping of older vessels; |
• | speed of vessel operation; |
• | vessel casualties; and |
• | number of vessels that are out of service or laid up. |
• | low charter rates, particularly for vessels employed on short-term time charters or in the spot market; |
• | decreases in the market value of dry bulk vessels and limited second-hand market for the sale of vessels; |
• | limited financing for vessels; |
• | widespread loan covenant defaults; and |
• | declaration of bankruptcy by certain vessel operators, vessel owners, shipyards and charterers. |
• | a marine disaster, |
• | terrorism, |
• | environmental accidents, |
• | cargo and property losses and damage, and |
• | business interruptions caused by mechanical failure, human error, war, terrorism, piracy, political action in various countries, labor strikes, or adverse weather conditions. |
• | general economic and market conditions affecting the shipping industry; |
• | competition from other shipping companies; |
• | types and sizes of vessels; |
• | the availability of other modes of transportations; |
• | cost of newbuildings; |
• | shipyard capacity; |
• | governmental or other regulations; |
• | age of vessels; |
• | prevailing level of charter rates; |
• | the need to upgrade secondhand and previously owned vessels as a result of charterer requirements, and |
• | technological advances in vessel design or equipment or otherwise. |
• | pay dividends and make capital expenditures; |
• | incur additional indebtedness, including the issuance of guarantees; |
• | create liens on our assets; |
• | change the flag, class or management of our vessels or terminate or materially amend the management agreement relating to each vessel; |
• | sell our vessels; |
• | merge or consolidate with, or transfer all or substantially all our assets to, another person; or |
• | enter into a new line of business. |
• | fail to realize anticipated benefits, such as cost savings or cash flow enhancements; |
• | incur or assume unanticipated liabilities, losses or costs associated with any vessels or businesses acquired, particularly if any vessel we acquire proves not to be in good condition; |
• | be unable to hire, train or retain qualified shore and seafaring personnel to manage and operate our growing business and fleet; |
• | decrease our liquidity by using a significant portion of available cash or borrowing capacity to finance acquisitions; |
• | significantly increase our interest expense or financial leverage if we incur debt to finance acquisitions; or |
• | incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges. |
• | injury to, destruction or loss of, or loss of use of natural resources and the costs of assessment thereof; |
• | injury to, or economic losses resulting from, the destruction of real and personal property; |
• | net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; |
• | loss of subsistence use of natural resources that are injured, destroyed or lost; |
• | lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and |
• | net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as from fire, safety or health hazards. |
• | on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status; |
• | on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; |
• | the development of vessel security plans; |
• | ship identification number to be permanently marked on a vessel's hull; |
• | a continuous synopsis record kept onboard showing a vessel's history, including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and |
• | compliance with flag state security certification requirements. |
• | Annual Surveys. For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant and where applicable for special equipment classed, at intervals of 12 months from the date of commencement of the class period indicated in the certificate. |
• | Intermediate Surveys. Extended annual surveys are referred to as intermediate surveys and typically are conducted two and one-half years after commissioning and each class renewal. Intermediate surveys may be carried out on the occasion of the second or third annual survey. |
• | Class Renewal Surveys. Class renewal surveys, also known as special surveys, are carried out for the ship’s hull, machinery, including the electrical plant, and for any special equipment classed, at the intervals indicated by the character of classification for the hull. At the special survey, the vessel is thoroughly examined, including audio-gauging to determine the thickness of the steel structures. Should the thickness be found to be less than class requirements, the classification society would prescribe steel renewals. The classification society may grant a one-year grace period for completion of the special survey. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear. In lieu of the special survey every five years, a ship owner has the option of arranging with the classification society for the vessel’s hull or machinery to be on a continuous survey cycle, in which every part of the vessel would be surveyed within a five-year cycle. At a ship owner’s request, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class. This process is referred to as continuous class renewal. |
Vessel | Built | DWT | Flag | Type of Employment(1) | ||||
Newcastlemax - Owned | ||||||||
Golden Gayle | 2011 | 206,565 | MI | Index linked time charter | ||||
Golden Scape | 2016 | 211,112 | HK | Time charter (expires November 2018) | ||||
Golden Swift | 2016 | 211,112 | HK | Spot market with RSA | ||||
628,789 | ||||||||
Capesize - Owned | ||||||||
Golden Feng | 2009 | 169,232 | MI | Spot market with RSA | ||||
Golden Shui | 2009 | 169,333 | MI | Spot market with RSA | ||||
Golden Myrtalia | 2011 | 177,979 | MI | Index linked time charter | ||||
Golden Anastasia | 2014 | 179,189 | MI | Index linked time charter | ||||
Golden Houston | 2014 | 181,214 | MI | Spot market with RSA | ||||
Golden Kaki | 2014 | 180,560 | MI | Spot market with RSA | ||||
KSL Salvador | 2014 | 180,958 | HK | Index linked time charter | ||||
KSL San Francisco | 2014 | 181,066 | HK | Index linked time charter | ||||
KSL Santiago | 2014 | 181,020 | HK | Time charter (expires February 2019) | ||||
KSL Santos | 2014 | 181,055 | HK | Time charter (expires April 2018) | ||||
KSL Sapporo | 2014 | 180,960 | HK | Spot market with RSA | ||||
KSL Seattle | 2014 | 181,015 | HK | Spot market with RSA | ||||
KSL Singapore | 2014 | 181,062 | HK | Time charter (expires December 2018) | ||||
KSL Sydney | 2014 | 181,009 | HK | Time charter (expires March 2019) | ||||
Golden Amreen | 2015 | 179,337 | MI | Spot market with RSA | ||||
Golden Aso | 2015 | 182,472 | HK | Index linked time charter | ||||
Golden Finsbury | 2015 | 182,418 | HK | Spot market | ||||
Golden Kathrine | 2015 | 182,486 | HK | Spot market with RSA | ||||
KSL Sakura | 2015 | 76,596 | HK | Index linked time charter | ||||
KSL Seoul | 2015 | 181,010 | HK | Index linked time charter | ||||
KSL Seville | 2015 | 181,003 | HK | Index linked time charter | ||||
KSL Stockholm | 2015 | 181,043 | HK | Index linked time charter | ||||
Golden Barnet | 2016 | 180,355 | HK | Spot market with RSA | ||||
Golden Behike | 2016 | 180,491 | MI | Spot market with RSA | ||||
Golden Bexley | 2016 | 180,228 | HK | Time charter (expires January 2019) | ||||
Golden Fulham | 2016 | 182,610 | HK | Spot market with RSA | ||||
Golden Monterrey | 2016 | 180,491 | MI | Spot market with RSA | ||||
Golden Nimbus | 2017 | 180,504 | MI | Time charter (expires December 2018) | ||||
Golden Savannah | 2017 | 181,044 | HK | Index linked time charter | ||||
Golden Surabaya | 2017 | 181,046 | HK | Index linked time charter | ||||
Golden Arcus | 2018 | 180,478 | MI | Time charter (expires February 2019) | ||||
Golden Calvus | 2018 | 180,521 | MI | Spot market with RSA |
Golden Cirrus | 2018 | 180,487 | MI | Spot market with RSA | ||||
Golden Cumulus | 2018 | 180,499 | MI | Index linked time charter | ||||
Golden Incus | 2018 | 180,511 | MI | Time charter (expires February 2019) | ||||
6,201,282 | ||||||||
Capesize - Operating Lease - Related Party, Ship Finance | ||||||||
Battersea | 2009 | 169,500 | MI | Spot market with RSA | ||||
Belgravia | 2009 | 169,500 | MI | Spot market with RSA | ||||
Golden Magnum | 2009 | 179,788 | HK | Spot market with RSA | ||||
Golden Beijing | 2010 | 176,000 | HK | Spot market with RSA | ||||
Golden Future | 2010 | 176,000 | HK | Spot market with RSA | ||||
Golden Zhejiang | 2010 | 175,834 | HK | Spot market with RSA | ||||
Golden Zhoushan | 2011 | 175,834 | HK | Spot market with RSA | ||||
KSL China | 2013 | 179,109 | MI | Spot market with RSA | ||||
1,401,565 | ||||||||
Panamax - Owned | ||||||||
Golden Shea | 2007 | 76,939 | MI | Spot market | ||||
Golden Ice | 2008 | 75,500 | HK | Spot market | ||||
Golden Opportunity | 2008 | 75,750 | HK | Spot market | ||||
Golden Saguenay | 2008 | 75,500 | HK | Spot market | ||||
Golden Strength | 2009 | 75,500 | HK | Spot market | ||||
Golden Eminence | 2010 | 79,463 | HK | Spot market | ||||
Golden Empress | 2010 | 79,463 | HK | Time charter (expires December 2021) | ||||
Golden Endeavour | 2010 | 79,454 | HK | Time charter (expires October 2020) | ||||
Golden Arion | 2011 | 82,188 | MI | Spot market | ||||
Golden Endurer | 2011 | 79,474 | HK | Time charter (expires November 2020) | ||||
Golden Enterprise | 2011 | 79,463 | HK | Spot market | ||||
Golden Ioanari | 2011 | 82,188 | MI | Spot market | ||||
Golden Jake | 2011 | 82,188 | MI | Spot market | ||||
Golden Suek | 2011 | 74,849 | HK | Spot market | ||||
Golden Daisy | 2012 | 81,507 | MI | Spot market | ||||
Golden Ginger | 2012 | 81,487 | MI | Time charter (expires January 2019) | ||||
Golden Keen | 2012 | 81,586 | MI | Spot market | ||||
Golden Rose | 2012 | 81,585 | MI | Spot market | ||||
Golden Bull | 2012 | 75,000 | HK | Spot market | ||||
Golden Brilliant | 2013 | 74,500 | HK | Spot market | ||||
Golden Diamond | 2013 | 74,186 | HK | Spot market | ||||
Golden Pearl | 2013 | 74,186 | HK | Spot market | ||||
Golden Sue | 2013 | 84,943 | MI | Spot market | ||||
Golden Deb | 2014 | 84,943 | MI | Spot market | ||||
Golden Ruby | 2014 | 74,052 | HK | Spot market | ||||
Golden Kennedy | 2015 | 83,789 | MI | Spot market | ||||
Golden Amber | 2017 | 74,500 | MI | Spot market | ||||
Golden Opal | 2017 | 74,231 | MI | Spot market | ||||
2,198,414 | ||||||||
Panamax - Capital Lease, Third party | ||||||||
Golden Eclipse | 2010 | 79,600 | HK | Time charter (expires February 2020) | ||||
Ultramax - Owned | ||||||||
Golden Cecilie | 2015 | 60,263 | HK | Spot market with RSA | ||||
Golden Cathrine | 2015 | 60,000 | HK | Spot market with RSA | ||||
120,263 | ||||||||
Supramax - Operating Lease, Third party | ||||||||
Golden Hawk | 2015 | 58,000 | PAN | Spot market with RSA |
2017 | 2016 | 2015 | ||||||||
Newcastlemax | ||||||||||
At start of period | 2 | — | — | |||||||
Acquisitions and newbuilding deliveries | 1 | p | 2 | j | — | |||||
At end of period | 3 | 2 | — | |||||||
Capesize | ||||||||||
At start of period | 29 | 28 | 13 | |||||||
Acquired as a result of the Merger | — | — | 7 | a | ||||||
Acquisitions and newbuilding deliveries | 9 | q | 5 | k | 9 | b | ||||
Disposals | — | (2 | ) | l | (12 | ) | c | |||
Chartered in/owned by joint venture | (1 | ) | r | (2 | ) | m | 11 | d | ||
At end of period | 37 | 29 | 28 | |||||||
Panamax | ||||||||||
At start of period | 19 | 20 | — | |||||||
Acquired as a result of the Merger | — | — | 18 | e | ||||||
Acquisitions and newbuilding deliveries | 10 | s | — | — | ||||||
Disposals | — | — | — | |||||||
Chartered in | — | (1 | ) | n | 2 | f | ||||
At end of period | 29 | 19 | 20 | |||||||
Ultramax | ||||||||||
At start of period | 7 | 6 | — | |||||||
Acquired as a result of the Merger | — | — | 4 | g | ||||||
Acquisitions and newbuilding deliveries | 2 | t | 1 | o | 1 | h | ||||
Disposals | (6 | ) | u | — | — | |||||
Chartered in | — | — | 1 | i | ||||||
At end of period | 3 | 7 | 6 | |||||||
Total | ||||||||||
At start of period | 57 | 54 | 13 | |||||||
Acquired as a result of the Merger | — | — | 29 | |||||||
Acquisitions and newbuilding deliveries | 22 | 8 | 10 | |||||||
Disposals | (6 | ) | (2 | ) | (12 | ) | ||||
Chartered in/owned by joint venture | (1 | ) | (3 | ) | 14 | |||||
72 | 57 | 54 |
a. | Seven vessels acquired upon the completion of the Merger (Channel Navigator, Channel Alliance, Golden Feng, Golden Shui, Golden Magnum, Golden Beijing and Golden Zhoushan). |
b. | (i) Delivery of six newbuildings (KSL Seoul, Golden Kathrine, KSL Sakura, KSL Seville, KSL Stockholm and Golden Aso) purchased in September 2014 from Frontline 2012 Ltd., (ii) delivery of one newbuilding (Golden Finsbury) and (iii) delivery of two newbuildings (Front Atlantic and Front Baltic) purchased in March 2015 from Frontline 2012 Ltd. |
c. | (i) Disposal of two vessels upon delivery from the yard (Front Atlantic and Front Baltic), (ii) disposal of two vessels acquired upon the completion of the Merger (Channel Alliance and Channel Navigator) and (iii) disposal of eight vessels to Ship Finance (four owned at January 1, 2013: Battersea, Belgravia, Golden Future and Golden Zhejiang; one purchased in 2015: KSL China and three acquired upon the completion of the Merger: Golden Magnum, Golden Beijing and Golden Zhoushan). |
d. | (i) One vessel owned through a joint venture (Golden Opus) acquired upon the completion of the Merger, (ii) eight vessels chartered in on long term operating leases from Ship Finance (Battersea, Belgravia, Golden Future, Golden Zhejiang, KSL China, Golden Magnum, Golden Beijing and Golden Zhoushan) and (iii) two vessels chartered in on long term operating leases from a third party (Front Atlantic and Front Baltic). |
e. | 18 vessels acquired upon the completion of the Merger (Golden Saguenay, Golden Opportunity, Golden Ice, Golden Strength, Golden Suek, Golden Bull, Golden Brilliant, Golden Pear, Golden Diamond, Golden Ruby, Golden Eminence, Golden Empress, Golden Endeavour, Golden Endurer, Golden Enterprise, Golden Rose, Golden Daisy and Golden Ginger). |
f. | Two vessels under capital leases (Golden Lyderhorn and Golden Eclipse) acquired upon the completion of the Merger. |
g. | Four vessels acquired upon the completion of the Merger (Golden Cecilie, Golden Cathrine, Golden Aries and Golden Gemini). |
h. | Delivery of one newbuilding (Golden Taurus) acquired upon the completion of the Merger. |
i. | One vessel under a long term operating lease (Golden Hawk) acquired upon the completion of the Merger. |
j. | Delivery of two newbuildings (Golden Scape and Golden Swift) purchased in September 2014 from Frontline 2012 Ltd. |
k. | (i) Delivery of two newbuilding (Golden Barnet and Golden Bexley), (ii) delivery of one newbuilding (Golden Fulham) and (iii) delivery of two newbuildings (Front Caribbean and Front Mediterranean) purchased in March 2015 from Frontline 2012 Ltd. |
l. | Disposal of two vessels upon delivery from the yard (Front Caribbean and Front Mediterranean). |
m. | Redelivery of two vessels chartered in on long term operating leases to their owners (Front Atlantic and Front Baltic). |
n. | Disposal of one vessel under a capital lease (Golden Lyderhorn) acquired upon the completion of the Merger. |
o. | Delivery of one newbuilding (Golden Leo) acquired upon the completion of the Merger. |
p. | Delivery of one vessel (Golden Gayle) acquired from Quintana. |
q. | (i) Delivery of two newbuildings (Golden Surabaya and Golden Savannah), (ii) delivery of five vessels (Golden Kaki, Golden Amreen, Golden Myrtalia, Golden Anastasia and Golden Houston) acquired from Quintana, (iii) delivery of one newbuilding (Golden Nimbus), and (iv) delivery of one vessel (Golden Behike) acquired from affiliates of Hemen. |
r. | Disposal of one vessel (Golden Opus) sold by the joint venture company to an unrelated third party. |
s. | Delivery of eight vessels (Golden Sue, Golden Kennedy, Golden Shea, Golden Ioanari, Golden Arion, Golden Deb, Golden Jake, Golden Keen) from Quintana and two vessels (Golden Amber and Golden Opal) from Hemen. |
t. | Delivery of two newbuildings (Golden Virgo and Golden Libra). |
u. | Disposal of six vessels (Golden Gemini, Golden Libra, Golden Leo, Golden Virgo, Golden Taurus and Golden Aries) to an unrelated third party. |
As of December 31, | ||||||||||||||||||
2017 | 2016 | 2015 | ||||||||||||||||
Number of vessels | Percentage of fleet | Number of vessels | Percentage of fleet | Number of vessels | Percentage of fleet | |||||||||||||
Newcastlemax | ||||||||||||||||||
Spot | — | — | % | 2 | 100 | % | — | — | % | |||||||||
Spot with RSA (1) | 1 | 33 | % | — | — | % | — | — | % | |||||||||
Time charter | 1 | 33 | % | — | — | % | — | — | % | |||||||||
Index linked time charter | 1 | 33 | % | — | — | % | — | — | % | |||||||||
3 | 100 | % | 2 | 100 | % | — | — | % | ||||||||||
Capesize | ||||||||||||||||||
Spot | 1 | — | % | 1 | 4 | % | 20 | 70 | % | |||||||||
Spot with RSA (2) | 18 | 50 | % | 18 | 62 | % | — | — | % | |||||||||
Time charter | 4 | 10 | % | — | — | % | — | — | % | |||||||||
Index linked time charter | 14 | 40 | % | 10 | 34 | % | 8 | 30 | % | |||||||||
37 | 100 | % | 29 | 100 | % | 28 | 100 | % | ||||||||||
Panamax | ||||||||||||||||||
Spot | 24 | 80 | % | 13 | 70 | % | 14 | 70 | % | |||||||||
Spot with RSA | — | — | % | — | % | — | — | % | ||||||||||
Time charter | 5 | 20 | % | 6 | 30 | % | 6 | 30 | % | |||||||||
Index linked time charter | — | — | % | — | — | % | — | — | % | |||||||||
29 | 100 | % | 19 | 100 | % | 20 | 100 | % | ||||||||||
Ultramax | ||||||||||||||||||
Spot | — | — | % | 7 | 100 | % | 6 | 100 | % | |||||||||
Spot with RSA (3) | 3 | 100 | % | — | — | % | — | — | % | |||||||||
Time charter | — | — | % | — | — | % | — | — | % | |||||||||
Index linked time charter | — | — | % | — | — | % | — | — | % | |||||||||
3 | 100 | % | 7 | 100 | % | 6 | 100 | % | ||||||||||
Total | ||||||||||||||||||
Spot | 25 | 35 | % | 23 | 40 | % | 40 | 74 | % | |||||||||
Spot with RSA | 22 | 31 | % | 18 | 30 | % | — | — | % | |||||||||
Time charter | 10 | 14 | % | 6 | 10 | % | 6 | 11 | % | |||||||||
Index linked time charter | 15 | 20 | % | 10 | 20 | % | 8 | 15 | % | |||||||||
72 | 100 | % | 57 | 100 | % | 54 | 100 | % |
Vessel Type | Vessel Name | Dwt | Net Rate | Expiry (min period) |
Panamax | Golden Empress | 79,463 | 22,800 | December 2021 |
Panamax | Golden Endeavour | 79,600 | 18,525 | November 2020 |
Panamax | Golden Endurer | 79,600 | 22,800 | November 2020 |
Panamax | Golden Eclipse | 79,600 | 28,025 | January 2020 |
Panamax | Golden Rose | 81,585 | 10,600 | March 2018 |
Capesize | Golden Aso | 182,472 | 15,100 | March 2018 |
Capesize | KSL Santos | 181,055 | 13,250 | April 2018 |
Capesize | Golden Scape | 211,112 | 20,000 | November 2018 |
Capesize | Golden Bexley | 180,209 | 16,700 | January 2019 |
Capesize | Golden Nimbus | 180,504 | 16,750 | December 2018 |
Vessel Type | Vessel Name | Built | Dwt | 2017 ($ millions) | 2016 ($ millions) | ||||
Newcastlemax | Golden Scape | 2016 | 211,112 | 67.3 | 69.8 | ||||
Newcastlemax | Golden Swift | 2016 | 211,112 | 65.9 | 68.3 | ||||
Newcastlemax | Golden Gayle | 2011 | 206,565 | 31.2 | — | ||||
Capesize | Golden Feng | 2009 | 169,232 | 31.5 | 32.9 | ||||
Capesize | Golden Shui | 2009 | 169,333 | 31.6 | 32.9 | ||||
Capesize | KSL Salvador | 2014 | 180,958 | 62.1 | 64.5 | ||||
Capesize | KSL San Francisco | 2014 | 181,066 | 58.9 | 61.2 | ||||
Capesize | KSL Santiago | 2014 | 181,020 | 58.4 | 60.7 | ||||
Capesize | KSL Santos | 2014 | 181,055 | 58.8 | 61.1 | ||||
Capesize | KSL Sapporo | 2014 | 180,960 | 61.2 | 63.6 | ||||
Capesize | KSL Seattle | 2014 | 181,015 | 60.9 | 63.3 | ||||
Capesize | KSL Singapore | 2014 | 181,062 | 60.9 | 63.3 | ||||
Capesize | KSL Sydney | 2014 | 181,000 | 61.6 | 64.0 | ||||
Capesize | KSL Sakura | 2015 | 181,062 | 59.4 | 61.7 | ||||
Capesize | KSL Seoul | 2015 | 181,010 | 59.7 | 61.9 | ||||
Capesize | KSL Stockholm | 2015 | 181,055 | 60.0 | 62.3 | ||||
Capesize | KSL Seville | 2015 | 181,062 | 59.1 | 61.3 | ||||
Capesize | Golden Kathrine | 2015 | 182,486 | 60.6 | 62.9 | ||||
Capesize | Golden Aso | 2015 | 182,472 | 61.5 | 63.8 | ||||
Capesize | Golden Finsbury | 2015 | 182,418 | 48.7 | 50.5 | ||||
Capesize | Golden Barnet | 2016 | 180,355 | 52.3 | 54.1 | ||||
Capesize | Golden Bexley | 2016 | 180,209 | 52.0 | 53.9 | ||||
Capesize | Golden Fulham | 2016 | 182,000 | 50.1 | 51.8 | ||||
Capesize | Golden Amreen | 2015 | 179,337 | 36.5 | — | ||||
Capesize | Golden Anastasia | 2014 | 179,189 | 34.9 | — | ||||
Capesize | Golden Behike | 2016 | 180,491 | 40.6 | — | ||||
Capesize | Golden Houston | 2014 | 181,214 | 34.0 | — | ||||
Capesize | Golden Kaki | 2014 | 181,214 | 35.5 | — | ||||
Capesize | Golden Myrtalia | 2011 | 177,979 | 25.4 | — | ||||
Capesize | Golden Nimbus | 2017 | 180,000 | 50.3 | — | ||||
Capesize | Golden Savannah | 2017 | 181,044 | 62.3 | — | ||||
Capesize | Golden Surabaya | 2017 | 181,046 | 62.0 | — | ||||
Panamax | Golden Ice | 2008 | 75,500 | 14.3 | 14.9 | ||||
Panamax | Golden Opportunity | 2008 | 75,500 | 14.3 | 14.9 | ||||
Panamax | Golden Saguenay | 2008 | 75,500 | 14.3 | 14.9 | ||||
Panamax | Golden Strength | 2009 | 75,500 | 15.2 | 15.9 | ||||
Panamax | Golden Suek | 2011 | 74,849 | 16.8 | 17.4 | ||||
Panamax | Golden Bull | 2012 | 75,000 | 17.9 | 18.6 | ||||
Panamax | Golden Brilliant | 2013 | 74,500 | 19.5 | 20.2 | ||||
Panamax | Golden Diamond | 2013 | 74,500 | 19.6 | 20.3 | ||||
Panamax | Golden Pearl | 2013 | 74,186 | 19.6 | 20.3 | ||||
Panamax | Golden Ruby | 2014 | 74,052 | 20.7 | 21.5 | ||||
Panamax | Golden Sue | 2013 | 84,943 | 23.6 | — | ||||
Panamax | Golden Deb | 2013 | 84,943 | 24.4 | — | ||||
Panamax | Golden Shea | 2007 | 76,937 | 11.9 | — |
Panamax | Golden Kennedy | 2015 | 83,789 | 24.8 | — | ||||
Panamax | Golden Opal | 2017 | 74,231 | 21.6 | — | ||||
Panamax | Golden Amber | 2017 | 74,500 | 21.3 | — | ||||
Panamax | Golden Eminence | 2010 | 79,463 | 15.6 | 16.2 | ||||
Panamax | Golden Empress | 2010 | 79,463 | 15.6 | 16.2 | ||||
Panamax | Golden Endeavour | 2010 | 79,454 | 15.6 | 16.2 | ||||
Panamax | Golden Endurer | 2011 | 79,474 | 16.5 | 17.1 | ||||
Panamax | Golden Enterprise | 2011 | 79,463 | 16.5 | 17.1 | ||||
Panamax | Golden Daisy | 2012 | 81,507 | 19.2 | 19.8 | ||||
Panamax | Golden Ginger | 2012 | 81,487 | 19.2 | 19.8 | ||||
Panamax | Golden Rose | 2012 | 81,585 | 19.2 | 19.8 | ||||
Panamax | Golden Jake | 2011 | 81,827 | 18.3 | — | ||||
Panamax | Golden Arion | 2011 | 82,188 | 18.2 | — | ||||
Panamax | Golden Ioanari | 2011 | 81,827 | 17.5 | — | ||||
Panamax | Golden Keen | 2012 | 81,586 | 19.3 | — | ||||
Ultramax | Golden Aries | 2015 | 63,605 | — | 23.5 | ||||
Ultramax | Golden Cecilie | 2015 | 60,263 | 24.1 | 25.0 | ||||
Ultramax | Golden Cathrine | 2015 | 60,000 | 24.0 | 24.9 | ||||
Ultramax | Golden Gemini | 2015 | 63,605 | — | 23.6 | ||||
Ultramax | Golden Taurus | 2015 | 64,000 | — | 24.9 | ||||
Ultramax | Golden Leo | 2016 | 63,650 | — | 25.7 | ||||
2,213.8 | 1,758.5 |
• | the earnings from our vessels; |
• | gains (losses) from the sale of assets; |
• | vessel operating expenses; |
• | impairment losses on vessels and newbuilding contracts; |
• | provisions for uncollectible receivables; |
• | administrative expenses; |
• | depreciation; |
• | interest expense; |
• | bargain purchase gain; and |
• | discontinued operations. |
• | obtain the charterer's consent to us as the new owner; |
• | in some cases, obtain the charterer's consent to a new flag for the vessel; |
• | arrange for a new crew for the vessel; |
• | replace all hired equipment on board, such as gas cylinders and communication equipment; |
• | negotiate and enter into new insurance contracts for the vessel through our own insurance brokers; |
• | register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state; |
• | implement a new planned maintenance program for the vessel; and |
• | ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state. |
(in thousands of $) | 2017 | 2016 | Change | ||||||
Time charter revenues | 233,007 | 91,407 | 141,600 | ||||||
Voyage charter revenues | 225,769 | 159,108 | 66,661 | ||||||
Bareboat charter revenues | — | 2,399 | (2,399 | ) | |||||
Other revenues | 1,247 | 3,949 | (2,702 | ) | |||||
Total operating revenues | 460,023 | 256,863 | 203,160 |
• | an increase of $28.5 million generated from improved market conditions captured by index-linked time charters for nine of our Capesize vessels, |
• | an increase of $39.0 million generated from vessel delivered during 2017 that traded on the time charter market, |
• | an increase of $58.0 million generated by our vessels that were delivered prior to the year ended December 31, 2016, |
• | an increase of $8.2 million generated from 12 chartered-in vessels operating in the spot market, and |
• | a decrease of $7.9 million related to amortization expense of time charter out contracts recognized at fair value in the balance sheet, mainly due to the expiration of contracts in 2017 and amortization of $3.1 million in negative fair value of contracts acquired in relation to the Quintana Acquisition. |
• | an increase of $38.1 million generated from 40 chartered-in vessels (compared with 38 vessels during 2016) on short-term charters and relets during 2017 that traded on the spot market, |
• | an increase of $21.3 million generated from vessel delivered during 2017 that traded on the spot market, and |
• | an increase of $7.2 million generated by our vessels that were delivered prior to the year ended December 31, 2016. |
(in thousands of $) | 2017 | 2016 | Change | ||||||
Net loss on sale of vessels | (570 | ) | 72 | (642 | ) | ||||
Amortization of deferred gains | 258 | 228 | 30 | ||||||
Gain (loss) on sale of assets and amortization of deferred gains | (312 | ) | 300 | (612 | ) |
(in thousands of $) | 2017 | 2016 | Change | ||||||
Other operating income (expenses) | 3,881 | 945 | 2,936 |
(in thousands of $) | 2017 | 2016 | Change | ||||||
Voyage expenses and commission | 118,929 | 89,886 | 29,043 |
• | an increase of $15.2 million incurred by our vessels that were delivered prior to the year ended December 31, 2016, |
• | an increase of $4.4 million incurred by the 14 vessels acquired from Quintana, |
• | an increase of $4.0 million incurred by the three vessels acquired from affiliates of Hemen, and |
• | an increase of $5.8 million incurred by the five newbuildings delivered in 2017. |
(in thousands of $) | 2017 | 2016 | Change | ||||||
Ship operating expenses | 132,198 | 105,843 | 26,355 |
• | an increase of $17.3 million incurred by the 14 vessels acquired from Quintana, |
• | an increase of $2.5 million incurred by the three vessels acquired from affiliates of Hemen, and |
• | an increase of $6.6 million incurred by the five newbuildings delivered in 2017. |
(in thousands of $) | 2017 | 2016 | Change | ||||||
Charter hire expenses | 70,673 | 53,691 | 16,982 |
• | an increase of $21.0 million incurred for vessels chartered in from third parties on short term charters and relets, |
• | an increase of $2.5 million incurred for the eight vessels chartered in from Ship Finance, including a $0.2 million profit share, and |
• | an increase of $2.4 million incurred following reduction in onerous contracts provisions in 2016. |
(in thousands of $) | 2017 | 2016 | Change | ||||||
Administrative expenses | 12,558 | 12,728 | (170 | ) |
(in thousands of $) | 2017 | 2016 | Change | ||||||
Provision for uncollectible receivables | — | 1,800 | (1,800 | ) |
(in thousands of $) | 2017 | 2016 | Change | ||||||
Impairment loss on vessels and newbuildings | 1,066 | 985 | 81 |
(in thousands of $) | 2017 | 2016 | Change | ||||||
Depreciation | 78,093 | 63,433 | 14,660 |
• | an increase of $7.8 million incurred by the 14 vessels acquired from Quintana, |
• | an increase of $5.3 million incurred by the deliveries of Golden Virgo, Golden Libra, Golden Surabaya, Golden Savannah, Golden Nimbus, |
• | an increase of $0.9 million incurred by the three vessels acquired from affiliates of Hemen, and |
• | an increase of $0.7 million incurred following a net addition to the fleet during 2016. |
(in thousands of $) | 2017 | 2016 | Change | ||||||
Interest income | 2,207 | 1,666 | 541 |
(in thousands of $) | 2017 | 2016 | Change | ||||||
Interest on floating rate debt | 38,832 | 26,768 | 12,064 | ||||||
Interest on fixed rate debt | 6,164 | 6,122 | 42 | ||||||
Finance lease interest expense | 1,086 | 1,952 | (866 | ) | |||||
Interest on other obligations | — | 16 | (16 | ) | |||||
Commitment fees | 1,353 | 2,069 | (716 | ) | |||||
Interest capitalized on newbuildings | — | (2,258 | ) | 2,258 | |||||
Amortization of fair value adjustments as a result of the Merger | 10,360 | 9,497 | 863 | ||||||
Amortization of deferred charges | 1,415 | 1,345 | 70 | ||||||
Related party interest expense | 630 | — | 630 | ||||||
59,840 | 45,511 | 14,329 |
• | an increase of $12.1 million in interest expense on (i) floating rate debt relating to three new loan facilities entered into in relation to the Quintana Acquisition, (ii) drawdowns under the $425.0 million term loan facility in connection with newbuilding deliveries during 2017, and (iii) $86.8 million in total deferred repayments at an increased margin of 4.25% following the debt restructuring in the first quarter of 2016, |
• | a decrease of $0.9 million in finance lease interest expense following the sale of the Golden Lyderhorn in August 2016, |
• | a decrease of $0.7 million in commitment fees following a reduction in undrawn amounts under our credit facilities compared with 2016, |
• | a decrease of $2.3 million in interest capitalized on newbuildings as interest capitalization on the remaining five newbuildings due for delivery at December 31, 2017 was ceased during 2016 as they were concluded substantially complete, |
• | an increase of $0.9 million due to amortization of the fair value adjustment of $38.8 million on the Convertible Bond, and |
• | an increase of $0.3 million in respect three new related party seller credits assumed in 2017 following the acquisition of three vessels from affiliates of Hemen. |
(in thousands of $) | 2017 | 2016 | Change | ||||||
Equity results of associated companies | 4,620 | (381 | ) | 5,001 | |||||
Impairment of associated companies | — | (2,142 | ) | 2,142 | |||||
4,620 | (2,523 | ) | 7,143 |
(in thousands of $) | 2017 | 2016 | Change | ||||||
Other than temporary impairment on marketable securities | — | (10,050 | ) | 10,050 |
(in thousands of $) | 2017 | 2016 | Change | ||||||
Gain (loss) on derivatives | 145 | (675 | ) | 820 |
(in thousands of $) | 2017 | 2016 | Change | ||||||
Other financial items | 501 | (515 | ) | 1,016 |
• | loss on purchase of convertible bond of $0.3 million, |
• | an increase in bank charges of $0.6 million, and |
• | a decrease in loss on sale of marketable securities of $0.2 million. |
(in thousands of $) | 2016 | 2015 | Change | ||||||
Time charter revenues | 91,407 | 85,960 | 5,447 | ||||||
Voyage charter revenues | 159,108 | 102,972 | 56,136 | ||||||
Bareboat charter revenues | 2,399 | — | 2,399 | ||||||
Other revenues | 3,949 | 1,306 | 2,643 | ||||||
Total operating revenues | 256,863 | 190,238 | 66,625 |
• | an increase of $18.2 million generated from improved market conditions captured in index-linked time charter for ten of our Capesize vessels and full year results for the vessels acquired in the Merger, and |
• | an increase of $1.7 million generated from six vessels delivered during 2016 that traded on the time charter market. |
• | a decrease of $9.8 million generated from 13 compared to 26 chartered-in vessels on short term charters and relets during 2016 and 2015, respectively, which we traded on time charter terms, and |
• | a decrease of $4.6 million related to amortization of the estimated fair value allocated to favorable time charters of (2016: $27.3 million, 2015: $23.7 million) |
• | an increase of $27.6 million generated from five of six vessels delivered during 2016 that traded on the spot market, and |
• | an increase of $27.2 million generated from 38 compared to 24 chartered-in vessels on short term charters and relets during 2016 and 2015, respectively, which we traded on the spot market. |
(in thousands of $) | 2016 | 2015 | Change | ||||||
Net loss on sale of vessels | 72 | (2,062 | ) | 2,134 | |||||
Loss on sale of newbuilding contracts | — | (8,858 | ) | 8,858 | |||||
Amortization of deferred gains | 228 | 132 | 96 | ||||||
Gain (loss) on sale of assets and amortization of deferred gains | 300 | (10,788 | ) | 11,088 |
(in thousands of $) | 2016 | 2015 | Change | ||||||
Other operating income (expenses) | 945 | — | 945 |
(in thousands of $) | 2016 | 2015 | Change | ||||||
Voyage expenses and commission | 89,886 | 78,099 | 11,787 |
• | an increase of $15.9 million incurred by the delivery of six newbuildings in 2016, and |
• | an increase of $9.0 million incurred by vessels that were chartered-in on short term charters and operated in the spot market. |
(in thousands of $) | 2016 | 2015 | Change | ||||||
Ship operating expenses | 105,843 | 83,022 | 22,821 |
• | an increase of $9.9 million incurred by the 29 vessels acquired as a result of the Merger, for which full year expenses were incurred in 2016, |
• | an increase of $8.8 million incurred by the delivery of six newbuildings in 2016, |
• | an increase of $4.2 million incurred by the eight vessels that were delivered during 2015 and traded for the full year in 2016, and |
• | an increase of $2.8 million primarily related to yard payments resulting from deferral of delivery under the newbuilding program. |
(in thousands of $) | 2016 | 2015 | Change | ||||||
Charter hire expenses | 53,691 | 30,719 | 22,972 |
• | an increase of $3.7 million incurred by vessels chartered in from third parties on short term charters and relets, |
• | an increase of $9.7 million incurred by vessels chartered in from third parties on long term charters, |
• | an increase of $13.5 million incurred by the eight vessels chartered in from Ship Finance resulting from full year expenses in 2016, and |
• | an increase of $1.0 million resulting from lower amortization of unfavorable time charter contracts, recognized as deduction of charter hire expenses. |
(in thousands of $) | 2016 | 2015 | Change | ||||||
Administrative expenses | 12,728 | 12,469 | 259 |
• | an increase of $1.7 million incurred for personnel, travel and offices costs due full year expenses for the Former Golden Ocean, and |
• | an increase of $0.9 million incurred in related party charges. |
• | a decrease of $2.0 million in legal, audit and professional fees incurred as a result of the Merger, |
• | a decrease of $0.3 million in director fees, and |
• | a decrease of $0.2 million in other expenses and RSU/Stock option expenses. |
(in thousands of $) | 2016 | 2015 | Change | ||||||
Provision for uncollectible receivables | 1,800 | 4,729 | (2,929 | ) |
(in thousands of $) | 2016 | 2015 | Change | ||||||
Impairment loss on vessels and newbuildings | 985 | 152,597 | (151,612 | ) |
• | $141.0 million related to impairment losses on five of the eight vessels that we agreed to sell to Ship Finance in April 2015 (KSL China, Battersea, Belgravia, Golden Future and Golden Zhejiang), |
• | $7.1 million related to the impairment loss on newbuildings. In April 2015, we agreed sell four newbuildings to a third party on delivery of the newbuilding. One of these vessels was delivered and sold in August 2015 at a loss of $2.2 million. The impairment review of the remaining three vessels indicated that the expected costs would exceed the agreed sales price of the vessels and an impairment loss was recognized, and |
• | $4.5 million related to an impairment loss on the Golden Lyderhorn, a vessel held under capital lease, following an impairment review that was triggered by a significant fall in rates in the BDI. |
(in thousands of $) | 2016 | 2015 | Change | ||||||
Depreciation | 63,433 | 52,728 | 10,705 |
• | an increase of $4.5 million due to full year depreciation on the 29 vessels acquired upon the completion of the Merger, of which two were vessels under capital lease, |
• | an increase of $9.1 million due to the delivery of six newbuildings in 2016, |
• | an increase of $3.6 million due to full year depreciation in 2016 of eight vessels delivered in 2015, and |
• | a decrease of $6.5 million due to eight vessels sold to Ship Finance during 2015. |
(in thousands of $) | 2016 | 2015 | Change | ||||||
Interest income | 1,666 | 849 | 817 |
• | an increase in interest income on bank deposits of $1.32 million due to higher cash deposits held during the year, and |
• | a decrease of interest income of $0.4 million on an interest bearing long term receivable, acquired as a result of the Merger. |
(in thousands of $) | 2016 | 2015 | Change | ||||||
Interest on floating rate debt | 26,768 | 20,475 | 6,293 | ||||||
Interest on fixed rate debt | 6,122 | 4,719 | 1,403 | ||||||
Finance lease interest expense | 1,952 | 1,981 | (29 | ) | |||||
Interest on other obligations | 16 | 2 | 14 | ||||||
Commitment fees | 2,069 | 3,217 | (1,148 | ) | |||||
Interest capitalized on newbuildings | (2,258 | ) | (8,968 | ) | 6,710 | ||||
Amortization of fair value adjustments as a result of the Merger | 9,497 | 6,844 | 2,653 | ||||||
Amortization of deferred charges | 1,345 | 1,562 | (217 | ) | |||||
45,511 | 29,831 | 15,680 |
• | an increase of $6.3 million in interest on (i) floating rate debt (ii) $142.2 million drawdowns under the $425.0 million term loan facility, (iii) $40.5 million deferred repayments at an increased margin of 4.25% following the debt restructuring in the first quarter of 2016 and (iv) full year interest expense accruing on facilities acquired as a result of the Merger, |
• | an increase of $1.4 million in interest on fixed rate debt, as a result of full year interest expense accruing on the Convertible bond acquired as a result of the Merger, |
• | a decrease of $1.2 million in commitment fees as the 2015 results included $1.5 million fees in relation to the new $425.0 million loan facility, which was entered into in February 2015, |
• | a decrease of $6.7 million in interest capitalized on newbuildings as eight of the 18 newbuildings due for delivery at December 31, 2015 were delivered in 2016 and interest capitalization the remaining ten newbuildings due for delivery at December 31, 2016 was ceased during 2016 as they were concluded substantially complete, |
• | an increase of $2.7 million due to full year the amortization of the fair value adjustment of $38.8 million on the Convertible Bond, and |
• | a decrease of $0.2 million of amortization of deferred charges. |
(in thousands of $) | 2016 | 2015 | Change | ||||||
Equity results of associated companies | (381 | ) | (433 | ) | 52 | ||||
Impairment of associated companies | (2,142 | ) | (4,600 | ) | 2,458 | ||||
(2,523 | ) | (5,033 | ) | 2,510 |
(in thousands of $) | 2016 | 2015 | Change | ||||||
Other than temporary impairment on marketable securities | (10,050 | ) | (23,323 | ) | 13,273 |
(in thousands of $) | 2016 | 2015 | Change | ||||||
Loss on derivatives | (675 | ) | (6,939 | ) | 6,264 |
(in thousands of $) | 2016 | 2015 | Change | ||||||
Bargain purchase gain arising on consolidation | — | 78,876 | (78,876 | ) |
(in thousands of $) | 2016 | 2015 | Change | ||||||
Other financial items | (515 | ) | (336 | ) | (179 | ) |
• | During January and February 2018, we took delivery of our five vessels under construction, paid in aggregate $144.6 million in final installments and drew down $150.0 million in debt. |
• | In January 2018, we took delivery of the Golden Monterrey, a vessel acquired from affiliates of Hemen, and paid $4.5 million in cash as partial consideration. The remaining consideration was in the form of 2,000,000 of our newly-issued common shares and the assumption of a $21.5 million seller's credit. |
• | In February 2018, the Board declared a cash dividend to our shareholders of $0.10 per share, totaling approximately $14.4 million, which amount is payable on or about March 22, 2018. |
• | In February 2018, we bought $9.4 million notional amount of our 3.07% convertible bond at a price of 97.725% of par value, or approximately $9.2 million. |
• | In March 2018, we issued 50,000 of our common shares in connection with our 2016 share option plan and received $210 thousand in proceeds. |
(in thousands of $) | 2017 | 2016 | 2015 | |||
Net cash provided by (used in) operating activities | 93,539 | (23,053 | ) | (14,827 | ) | |
Net cash provided by (used in) investing activities | (26,039 | ) | (175,311 | ) | 112,568 | |
Net cash provided by (used in) financing activities | 28,587 | 308,689 | (37,345 | ) | ||
Net change in cash and cash equivalents | 96,087 | 110,325 | 60,396 | |||
Cash and cash equivalents at beginning of period | 212,942 | 102,617 | 42,221 | |||
Cash and cash equivalents at end of period | 309,029 | 212,942 | 102,617 |
• | net sale proceeds of $134.2 million in respect of six Ultramax vessels sold during the year, |
• | net distributions from associated companies of $6.6 million, and |
• | distributions from marketable securities of $1.6 million. |
• | payments on 12 vessels under construction for an aggregate of $267.3 million, |
• | purchase of marketable securities of $0.7 million and equipment of $0.2 million, and |
• | increase in restricted cash of $5.2 million. |
• | net sale proceeds of $97.8 million primarily related to the sale of two Capesize vessels generating $92.4 million in proceeds, one Panamax vessel generating $3.5 million in proceeds and proceeds from the sale of two Capesize newbuilding contracts agreed sold in 2015 to Frontline for $1.9 million, and |
• | distributions from associated companies of $0.3 million and proceeds of $0.1 million from the sale of marketable securities. |
• | net sale proceeds of an aggregate of $381.7 million primarily related to a sale and leaseback transaction of eight Capesize vessels with Ship Finance generating $272.0 million in proceeds, sale of two Capesize vessels for $16.8 million and two Capesize newbuildings sold on delivery for $92.4 million, |
• | $108.6 million in cash acquired in respect of purchase of 12 SPCs from Frontline 2012, |
• | $129.1 million in cash acquired upon the Merger, |
• | refund of newbuilding installments of $40.1 million, and |
• | decrease in restricted cash of $4.1 million. |
• | payments of an aggregate of $519.0 million in relation to our newbuilding program, and |
• | purchase of marketable securities of $32.2 million. |
Payment due by period | |||||||||||||||
Less than | More than | ||||||||||||||
(in thousands of $) | Total | one year | 1-3 years | 3-5 years | 5 years | ||||||||||
Fixed rate debt1 | 190,600 | — | 190,600 | — | — | ||||||||||
Floating rate debt | 1,069,537 | 109,671 | 938,266 | 21,600 | — | ||||||||||
Operating lease obligations 2 | 312,122 | 37,008 | 70,843 | 67,109 | 137,162 | ||||||||||
Capital lease obligations 3 | 13,679 | 5,944 | 7,735 | — | — | ||||||||||
Newbuilding commitments 4 | 144,630 | 144,630 | — | — | — | ||||||||||
Interest on fixed rate debt | 7,818 | 5,851 | 1,967 | — | — | ||||||||||
Interest on floating rate debt 5 | 147,130 | 58,770 | 88,039 | 321 | — | ||||||||||
Interest on capital lease obligations | 1,005 | 705 | 300 | — | — | ||||||||||
Total contractual cash obligations | 1,886,521 | 362,579 | 1,297,750 | 89,030 | 137,162 |
1. | On December 15, 2017, we bought from an unaffiliated third party $9,400,000 notional in the Convertible Bond. |
2. | As of December 31, 2017, we had nine vessels under operating leases, of which eight were with Ship Finance. The operating lease obligation for the eight Ship Finance vessels excludes the purchase option exercisable at the end of the ten-year minimum term to buy back the vessels en-bloc for an aggregate $112.0 million and excludes the additional three years of hire that are at Ship Finance's option. It is also net of the $7,000 per day that Ship Finance pays to us for operating costs. |
3. | As of December 31, 2017, we held one vessel under capital leases. |
4. | The newbuilding commitments as of December 31, 2017 represent contractual commitments for five Capesize dry bulk newbuildings. |
5. | Interest on floating rate debt was calculated using the three month USD LIBOR plus the agreed margin applicable for each of our credit facilities and the respective outstanding principal as of December 31, 2017. |
Name | Age | Position | ||
Ola Lorentzon | 68 | Director and Chairman | ||
Kate Blankenship | 53 | Director and Audit Committee member | ||
John Fredriksen | 73 | Director | ||
Gert-Jan van den Akker | 59 | Director | ||
Georgina Sousa | 67 | Company Secretary | ||
Birgitte Ringstad Vartdal | 40 | Chief Executive Officer of Golden Ocean Management AS | ||
Per Heiberg | 51 | Chief Financial Officer of Golden Ocean Management AS | ||
Thomas Semino | 44 | Chief Commercial Officer Golden Ocean Shipping Co Pte. Ltd. |
• | The Board is currently comprised by a majority of independent directors. Under Bermuda law, we are not required to have a majority of independent directors and cannot assure you that we will continue to do so. |
• | In lieu of holding regular meetings at which only independent directors are present, the entire Board may hold regular meetings as is consistent with Bermuda law. |
• | In lieu of an audit committee comprised of three independent directors, our audit committee has one member, which is consistent with Bermuda law. The member of the audit committee currently meets NASDAQ's requirement of independence. |
• | In lieu of a nomination committee comprised of independent directors, the Board is responsible for identifying and recommending potential candidates to become board members and recommending directors for appointment to board committees. Shareholders are permitted to identify and recommend potential candidates to become board members, but pursuant to the Amended and Restated Bye-Laws, directors are elected by the shareholders in duly convened annual or special general meetings. |
• | In lieu of a compensation committee comprised of independent directors, the Board is responsible for establishing the executive officers' compensation and benefits. Under Bermuda law, compensation of the executive officers is not required to be determined by an independent committee. |
• | In lieu of obtaining an independent review of related party transactions for conflicts of interests, consistent with Bermuda law requirements, our Amended and Restated Bye-Laws do not prohibit any director from being a party to, or otherwise interested in, any transaction or arrangement with us or in which we are otherwise interested, provided that the director makes proper disclosure of same as required by the Amended and Restated Bye-Laws and Bermuda law. |
• | Prior to the issuance of securities, we are required to obtain the consent of the Bermuda Monetary Authority as required by law. We have obtained blanket consent from the Bermuda Monetary Authority for the issue and transfer of our securities provided that such securities remain listed on a recognized stock exchange. |
• | In lieu of obtaining shareholder approval prior to the issuance of securities, consistent with Bermuda law and our bye-laws, our board of directors approves share issuances. |
• | Pursuant to NASDAQ corporate governance rules and as a foreign private issuer, we are not required to solicit proxies or provide proxy statements to NASDAQ. Bermuda law does not require that we solicit proxies or provide proxy statements to NASDAQ. Consistent with Bermuda law and as provided in the Amended and Restated Bye-Laws, we are also required |
• | NASDAQ rules provide that the minimum quorum requirement for a meeting of shareholders is 33 1/3% of the outstanding common shares. The Company follows applicable Bermuda laws with respect to quorum requirements. The Company’s quorum requirement is set forth in its bye-laws, which provide that a quorum for the transaction of business at any meeting of shareholders is two or more shareholders either present in person or represented by proxy. If we only have one shareholder, then one shareholder present in person or proxy shall constitute the necessary quorum. |
Director or Officer | Common Shares of $0.05 each | Percentage of Common Shares Outstanding | ||
Ola Lorentzon | 16,877 | (1) | ||
Birgitte Ringstad Vartdal | 11,300 | (1) | ||
Gert-Jan van den Akker | — | — | ||
Kate Blankenship | 5,901 | (1) | ||
John Fredriksen (2) | — | — | ||
Thomas Semino | 50,000 | (1) | ||
Per Heiberg | 3,000 | (1) | ||
Georgina Sousa | — | — |
1. | Less than 1%. |
2. | Hemen may be deemed to beneficially own 52,023,779 of our common shares. In addition, Hemen holds TRS agreements with underlying exposure to 4,500,000 of our common shares. See “Item 7. Major Shareholders and Related Party Transactions-A. Major Shareholders” below. Hemen, a Cyprus holding company, is indirectly controlled by trusts established by Mr. Fredriksen, for the benefit of his immediate family. Mr. Fredriksen disclaims beneficial ownership of the common shares held by Hemen, except to the extent of his voting and dispositive interest in such common shares. Mr. Fredriksen has no pecuniary interest in the shares held by Hemen. |
Director or Officer | Number of options | Exercise price | Expiration Date | ||||||
Total | Vested | ||||||||
Birgitte Ringstad Vartdal | 225,000 | 75,000 | USD 4.10 | November 2021 | |||||
Per Heiberg | 100,000 | 33,333 | USD 4.10 | November 2021 | |||||
Thomas Semino | 100,000 | — | USD 4.10 | November 2021 |
Owner | Number of shares owned | Percentage owned | ||
Hemen Holding Limited (1,2) | 52,023,779 | 35.7 | % | |
Riverstone(3,4) | 10,847,447 | 7.5 | % | |
Folketrygdfondet (3,5) | 7,348,284 | 5.1 | % |
NASDAQ | OSE | |||||||||||
Fiscal year ended December 31, | High | Low | High | Low | ||||||||
2017 | $9.95 | $4.65 | NOK 77.00 | NOK 39.30 | ||||||||
2016 | $5.35 | $2.55 | NOK 46.69 | NOK 21.30 | ||||||||
2015 | $29.49 | $4.85 | NOK 219.3 | NOK 39.47 | ||||||||
2014 | $81.60 | $17.85 | — | — | ||||||||
2013 | $53.45 | $26.55 | — | — | ||||||||
2012 | $79.05 | $24.70 | — | — |
NASDAQ | OSE | |||||||||||
Fiscal year ended December 31, 2017 | High | Low | High | Low | ||||||||
First quarter | $8.30 | $4.65 | NOK 71.00 | NOK 39.30 | ||||||||
Second quarter | $9.05 | $5.43 | NOK 77.00 | NOK 46.09 | ||||||||
Third quarter | $9.95 | $5.82 | NOK 76.09 | NOK 49.70 | ||||||||
Fourth quarter | $8.59 | $7.01 | NOK 73.45 | NOK 57.55 | ||||||||
Fiscal year ended December 31, 2016 | High | Low | High | Low | ||||||||
First quarter | $5.35 | $2.55 | NOK 46.69 | NOK 21.30 | ||||||||
Second quarter | $4.90 | $3.10 | NOK 38.00 | NOK 26.80 | ||||||||
Third quarter | $4.63 | $3.22 | NOK 37.80 | NOK 27.40 | ||||||||
Fourth quarter | $5.08 | $3.50 | NOK 42.90 | NOK 27.60 | ||||||||
Fiscal year ended December 31, 2015 | High | Low | High | Low | ||||||||
First quarter | $14.30 | $4.85 | — | — | ||||||||
Second quarter | $23.15 | $12.05 | NOK 219.30 | NOK 130.85 | ||||||||
Third quarter | $29.49 | $17.55 | NOK 183.24 | NOK 101.85 | ||||||||
Fourth quarter | $28.45 | $19.38 | NOK 111.60 | NOK 39.47 |
NASDAQ | OSE | |||||||||
Month | High | Low | High | Low | ||||||
March 2018 (through March 16, 2018) | $8.78 | $8.56 | NOK 67.65 | NOK 65.90 | ||||||
February 2018 | $9.58 | $7.85 | NOK 74.45 | NOK 61.60 | ||||||
January 2018 | $9.35 | $8.07 | NOK 75.30 | NOK 65.30 | ||||||
December 2017 | $8.82 | $7.80 | NOK 73.45 | NOK 64.15 | ||||||
November 2017 | $8.32 | $7.01 | NOK 68.15 | NOK 57.55 | ||||||
October 2017 | $8.59 | $7.69 | NOK 68.80 | NOK 61.50 | ||||||
September 2017 | $9.74 | $7.74 | NOK 76.10 | NOK 61.00 |
i. | We are organized in a "qualified foreign country", which is one that grants an equivalent exemption from taxation to corporations organized in the United States in respect of the shipping income for which exemption is being claimed under Section 883, and which is referred to herein as the "country of organization requirement"; and |
ii. | We can satisfy any one of the following two ownership requirements for more than half the days during the taxable year: |
• | Our stock is "primarily and regularly" traded on an established securities market located in the United States or a qualified foreign country (such as NASDAQ Global Select Market, on which our common shares trade), which is referred to herein to as the "Publicly-Traded Test"; or |
• | more than 50% of our stock, in terms of value, is beneficially owned by one or more "qualified shareholders" which, as defined, includes individuals who are residents of a qualified foreign country or foreign corporations that satisfy the country of organization requirement and the Publicly-Traded Test. |
• | at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or |
• | at least 50% of the average value of the assets held by us during such taxable year produce, or are held for the production of, passive income. |
• | the excess distribution or gain would be allocated ratably over the Non-Electing United States Holders' aggregate holding period for the common shares; |
• | the amount allocated to the current taxable year and any taxable years before we became a PFIC would be taxed as ordinary income; and |
• | the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. |
• | fails to provide an accurate taxpayer identification number; |
• | is notified by the IRS that he has failed to report all interest or dividends required to be shown on his United States federal income tax returns; or |
• | in certain circumstances, fails to comply with applicable certification requirements. |
(in thousands of $) | 2017 | 2016 | ||||
Interest rate swaps - asset positions | 2,864 | 1,502 | ||||
Interest rate swaps - liability positions | 1,914 | 1,777 |
(in thousands of $) | Estimated interest expense | Estimated interest expense - increase of 100 basis points in floating rate | Sensitivity | ||||||
2018 | 55,161 | 64,622 | 9,461 | ||||||
2019 | 50,784 | 62,269 | 11,485 | ||||||
2020 | 26,155 | 32,647 | 6,492 | ||||||
2021 | 6,664 | 8,321 | 1,657 | ||||||
2022 | 265 | 321 | 56 | ||||||
Thereafter | — | — | — | ||||||
139,029 | 168,180 | 29,151 |
• | Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
• | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and |
• | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
(in thousands of $) | 2017 | 2016 | |||
Audit Fees (a) | 1,049 | 728 | |||
Audit-Related Fees (b) | — | — | |||
Tax Fees (c) | — | — | |||
All Other Fees (d) | — | — | |||
Total | 1,049 | 728 |
Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced programs | Maximum amount in US$ that may yet be expected on share repurchases under programs |
March 2017 | 3,300,000 | (1) | N/A | N/A |
October 2017 | 4,000,000 | (2) | N/A | N/A |
Number | Description of Exhibit | ||
Memorandum of Association (1) | |||
Certificate of Name Change (3) | |||
Certificate of Change of Share Capital (3) | |||
Amended and Restated Bye-Laws (3) | |||
Form of Common Share Certificate (4) | |||
2010 Equity Incentive Plan (2) | |||
Registration Rights Agreement by and between Knightsbridge, Frontline 2012 Ltd. and Hemen Holding Limited, dated April 23, 2014 (5) | |||
2016 Share Option Scheme(6) | |||
Form of Memorandum of Agreement in connection with the Quintana Acquisition, dated March 14, 2017(6) | |||
Registration Rights Agreement by and among Golden Ocean Group Limited, Q Jake Shipping Ltd., Q A Maritime Ltd., Q Ioanari Shipping Ltd., Q Myrtalia Shipping Ltd., Q Gayle Shipping Ltd., Q Keen Shipping Ltd., Q Shea Shipping Ltd., Q Sue Shipping Ltd., Q Deb Shipping Ltd., Q Anastasia Shipping Ltd., Q Amreen Shipping Ltd., Q Houston Shipping Ltd., Q Kaki Shipping Ltd., and Q Kennedy Shipping Ltd., dated March 14, 2017(6) | |||
Significant Subsidiaries | |||
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | |||
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | |||
Principal Executive Officer Certifications pursuant to 18 U.S.C. Section 1350 as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
Principal Financial Officer Certifications pursuant to 18 U.S.C. Section 1350 as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
Consent of Independent Registered Public Accounting Firm | |||
Consent of Seward & Kissel LLP | |||
101. | INS XBRL Instance Document | ||
101. | SCH XBRL Taxonomy Extension Schema | ||
101. | CAL XBRL Taxonomy Extension Schema Calculation Linkbase | ||
101. | DEF XBRL Taxonomy Extension Schema Definition Linkbase | ||
101. | LAB XBRL Taxonomy Extension Schema Label Linkbase | ||
101. | PRE XBRL Taxonomy Extension Schema Presentation Linkbase | ||
(1) | Incorporated by reference from our Registration Statement on Form F-3 (File No. 333-164007) filed with the Commission on December 24, 2009. | ||
(2) | Incorporated by reference from Exhibit No. 2 of our Report on Form 6-K filed September 27, 2010. | ||
(3) | Incorporated by reference from our Annual Report on Form 20-F filed with the Commission on April 29, 2015. | ||
(4) | Incorporated by reference from Amendment No. 1 to our Registration Statement on Form 8-A filed with the Commission on August 1, 2016. | ||
(5) | Incorporated by reference to Exhibit E of the Schedule 13D (File No. 005-50787) filed with the Commission on May 5, 2014. | ||
(6) | Incorporated by reference from our Annual Report on Form 20-F filed with the Commission on April 5, 2017. |
/s/ Per Terje Heiberg | |
Per Terje Heiberg | |
Principal Financial Officer |
2017 | 2016 | 2015 | ||||||||||
Operating revenues | ||||||||||||
Time charter revenues | 233,007 | 91,407 | 85,960 | |||||||||
Voyage charter revenues | 225,769 | 159,108 | 102,972 | |||||||||
Bareboat charter revenues | — | 2,399 | — | |||||||||
Other revenues | 1,247 | 3,949 | 1,306 | |||||||||
Total operating revenues | 460,023 | 256,863 | 190,238 | |||||||||
Gain (loss) on sale of assets and amortization of deferred gains | (312 | ) | 300 | (10,788 | ) | |||||||
Other operating income, net | 3,881 | 945 | — | |||||||||
Operating expenses | ||||||||||||
Voyage expenses and commission | 118,929 | 89,886 | 78,099 | |||||||||
Ship operating expenses | 132,198 | 105,843 | 83,022 | |||||||||
Charter hire expenses | 70,673 | 53,691 | 30,719 | |||||||||
Administrative expenses | 12,558 | 12,728 | 12,469 | |||||||||
Provision for uncollectible receivables | — | 1,800 | 4,729 | |||||||||
Impairment loss on vessels and newbuildings | 1,066 | 985 | 152,597 | |||||||||
Depreciation | 78,093 | 63,433 | 52,728 | |||||||||
Total operating expenses | 413,517 | 328,366 | 414,363 | |||||||||
Net operating (loss) income | 50,075 | (70,258 | ) | (234,913 | ) | |||||||
Other income (expenses) | ||||||||||||
Interest income | 2,207 | 1,666 | 849 | |||||||||
Interest expense | (59,840 | ) | (45,511 | ) | (29,831 | ) | ||||||
Equity results of associated companies, including impairment | 4,620 | (2,523 | ) | (5,033 | ) | |||||||
Impairment loss on marketable securities | — | (10,050 | ) | (23,323 | ) | |||||||
Gain (loss) on derivatives | 145 | (675 | ) | (6,939 | ) | |||||||
Bargain purchase gain arising on consolidation | — | — | 78,876 | |||||||||
Other financial items | 501 | (515 | ) | (336 | ) | |||||||
Net other (expenses) income | (52,367 | ) | (57,608 | ) | 14,263 | |||||||
Net (loss) income before income taxes | (2,292 | ) | (127,866 | ) | (220,650 | ) | ||||||
Income tax expense (credit) | 56 | (155 | ) | 189 | ||||||||
Net (loss) income | (2,348 | ) | (127,711 | ) | (220,839 | ) | ||||||
Per share information: | ||||||||||||
(Loss) earnings per share: basic and diluted | $ | (0.02 | ) | $ | (1.34 | ) | $ | (7.30 | ) |
2017 | 2016 | 2015 | |||||||
Comprehensive income (loss), net | |||||||||
Net (loss) income | (2,348 | ) | (127,711 | ) | (220,839 | ) | |||
Net changes related to marketable securities | |||||||||
Unrealized gain (loss) | 3,036 | (7,763 | ) | (23,323 | ) | ||||
Reclassification of loss to net income | — | 10,050 | 23,323 | ||||||
Other comprehensive income | 3,036 | 2,287 | — | ||||||
Comprehensive income (loss), net | 688 | (125,424 | ) | (220,839 | ) |
2017 | 2016 | |||||
ASSETS | ||||||
Current assets | ||||||
Cash and cash equivalents | 309,029 | 212,942 | ||||
Restricted cash | 8,110 | 315 | ||||
Marketable securities | 16,300 | 6,524 | ||||
Trade accounts receivable, net | 23,363 | 14,755 | ||||
Other receivables | 25,437 | 10,987 | ||||
Related party receivables | 1,990 | 1,927 | ||||
Derivative instruments receivables | 3,748 | 1,594 | ||||
Inventories | 20,142 | 17,953 | ||||
Prepaid expenses and accrued income | 8,587 | 6,524 | ||||
Voyages in progress | 9,062 | 3,998 | ||||
Favorable charter party contracts | 18,732 | 22,413 | ||||
Total current assets | 444,500 | 299,932 | ||||
Restricted cash | 54,845 | 53,797 | ||||
Vessels and equipment, net | 2,215,003 | 1,758,939 | ||||
Vessels under capital leases, net | 2,061 | 2,956 | ||||
Newbuildings | 105,727 | 180,562 | ||||
Favorable charter party contracts | 34,954 | 53,686 | ||||
Investments in associated companies | 2,287 | 4,224 | ||||
Other long term assets | 10,681 | 7,527 | ||||
Total assets | 2,870,058 | 2,361,623 | ||||
LIABILITIES AND EQUITY | ||||||
Current liabilities | ||||||
Current portion of long-term debt | 109,671 | — | ||||
Current portion of obligations under capital leases | 5,239 | 4,858 | ||||
Derivative instruments payables | 2,293 | 1,990 | ||||
Related party payables | 2,730 | 1,387 | ||||
Trade accounts payables | 5,401 | 2,882 | ||||
Accrued expenses | 24,304 | 17,867 | ||||
Other current liabilities | 32,089 | 14,617 | ||||
Total current liabilities | 181,727 | 43,601 | ||||
Long-term liabilities | ||||||
Long-term debt | 1,134,788 | 1,058,418 | ||||
Long-term related party debt | 44,000 | — | ||||
Obligations under capital leases | 7,435 | 12,673 | ||||
Other long term liabilities | 8,059 | 8,212 | ||||
Total liabilities | 1,376,009 | 1,122,904 | ||||
Commitments and contingencies | ||||||
Equity | ||||||
Share capital (142,197,697 shares. 2016: 105,965,192 shares. All shares are issued and outstanding at par value $0.05) | 7,111 | 5,299 |
Additional paid in capital | 454,694 | 201,864 | ||||
Contributed capital surplus | 1,378,824 | 1,378,824 | ||||
Accumulated other comprehensive income | 5,323 | 2,287 | ||||
Retained deficit | (351,903 | ) | (349,555 | ) | ||
Total equity | 1,494,049 | 1,238,719 | ||||
Total liabilities and equity | 2,870,058 | 2,361,623 |
2017 | 2016 | 2015 | |||||||
Net (loss) income | (2,348 | ) | (127,711 | ) | (220,839 | ) | |||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | |||||||||
Depreciation | 78,093 | 63,433 | 52,728 | ||||||
Amortization of deferred charges | 1,415 | 1,345 | 1,562 | ||||||
(Gain) loss on sale of assets and amortization of deferred gains | 312 | (300 | ) | 10,788 | |||||
Loss on sale of marketable securities | — | 203 | — | ||||||
Impairment loss on vessels and newbuildings | 1,066 | 985 | 152,597 | ||||||
Equity award expenses (gain) | 576 | 86 | (10 | ) | |||||
Bargain purchase gain arising on consolidation | — | — | (78,876 | ) | |||||
Equity results of associated companies, including impairment | (4,620 | ) | 381 | 433 | |||||
Impairment of associated companies | — | 2,142 | 4,600 | ||||||
Gain on purchase of associated companies | — | (24 | ) | — | |||||
Amortization of charter party-out contracts | 19,333 | 27,277 | 23,714 | ||||||
Amortization of charter party-in contracts | (672 | ) | (674 | ) | (1,399 | ) | |||
Amortization of other fair value adjustments, net, arising on the Merger | 10,360 | 9,434 | 6,479 | ||||||
Mark to market (gain) loss on derivatives | (1,851 | ) | (3,363 | ) | 2,429 | ||||
Provision for onerous contracts | 29 | (2,370 | ) | 2,370 | |||||
Provision for doubtful debts | — | 199 | 512 | ||||||
Provision for uncollectible receivables | — | 1,800 | 4,729 | ||||||
Impairment loss on marketable securities | — | 10,050 | 23,323 | ||||||
Other | (1,019 | ) | — | — | |||||
Changes in operating assets and liabilities, net of acquisition: | |||||||||
Trade accounts receivable, net | (8,608 | ) | (5,323 | ) | (5,039 | ) | |||
Related party balances,net | 1,281 | 1,883 | (5,080 | ) | |||||
Other receivables | (14,034 | ) | 5,255 | (3,321 | ) | ||||
Inventories | (2,188 | ) | (2,797 | ) | 7,705 | ||||
Voyages in progress | (5,064 | ) | (2,308 | ) | (367 | ) | |||
Prepaid expenses and accrued income | (2,063 | ) | (837 | ) | 11,627 | ||||
Other long term assets | (3,634 | ) | (5,365 | ) | — | ||||
Trade accounts payables | 2,519 | 348 | (5,445 | ) | |||||
Accrued expenses | 6,543 | (11 | ) | (6,597 | ) | ||||
Other current liabilities | 17,336 | 2,715 | 6,647 | ||||||
Other long term liabilities | 778 | 494 | (97 | ) | |||||
Net cash (used in) provided by operating activities | 93,539 | (23,053 | ) | (14,827 | ) | ||||
Investing activities | |||||||||
Changes in restricted cash | (8,843 | ) | (5,240 | ) | 4,052 | ||||
Dividends from associated companies | 7,556 | 256 | 88 | ||||||
Dividends received from investments | 1,606 | — | — | ||||||
Purchase of investment in associated companies | (1,000 | ) | (754 | ) | — | ||||
Purchase of marketable securities | — | — | (32,159 | ) |
Additions to newbuildings | (152,130 | ) | (267,341 | ) | (518,989 | ) | |||
Refund of newbuilding installments | — | — | 40,148 | ||||||
Cash acquired upon purchase of SPC's | — | — | 108,645 | ||||||
Cash acquired upon merger with Former Golden Ocean | — | 129,084 | |||||||
Purchase of vessels and equipment | (7,418 | ) | (194 | ) | (24 | ) | |||
Proceeds from sale of vessels | 134,190 | 97,837 | 381,723 | ||||||
Proceeds from the sale of marketable securities | — | 125 | — | ||||||
Net cash provided by (used in) investing activities | (26,039 | ) | (175,311 | ) | 112,568 | ||||
Financing activities | |||||||||
Proceeds from long-term debt | 75,000 | 142,200 | 215,975 | ||||||
Repayment of long-term debt | (163,770 | ) | (22,219 | ) | (244,338 | ) | |||
Repayment of capital leases | (4,858 | ) | (15,749 | ) | (5,157 | ) | |||
Debt fees paid | (308 | ) | (898 | ) | (3,825 | ) | |||
Net proceeds from share issuance | 122,523 | 205,355 | — | ||||||
Net cash provided by (used in) financing activities | 28,587 | 308,689 | (37,345 | ) | |||||
Net change in cash and cash equivalents | 96,087 | 110,325 | 60,396 | ||||||
Cash and cash equivalents at beginning of year | 212,942 | 102,617 | 42,221 | ||||||
Cash and cash equivalents at end of year | 309,029 | 212,942 | 102,617 | ||||||
Supplemental disclosure of cash flow information: | |||||||||
Interest paid, net of capitalized interest | 55,920 | 38,075 | 26,358 | ||||||
Income taxes paid | — | — | 266 |
2017 | 2016 | 2015 | |||||||
Number of shares outstanding | |||||||||
Balance at beginning of year | 105,965,192 | 34,535,128 | 16,024,310 | ||||||
Shares issued | 36,232,505 | 71,430,612 | 18,522,116 | ||||||
Shares canceled | — | (548 | ) | (11,298 | ) | ||||
Balance at end of year | 142,197,697 | 105,965,192 | 34,535,128 | ||||||
Share capital | |||||||||
Balance at beginning of year | 5,299 | 1,727 | 801 | ||||||
Shares issued | 1,812 | 3,572 | 926 | ||||||
Balance at end of year | 7,111 | 5,299 | 1,727 | ||||||
Additional paid in capital | |||||||||
Balance at beginning of year | 201,864 | — | 772,863 | ||||||
Shares issued | 252,254 | 201,783 | 433,526 | ||||||
Restricted stock unit expense (income) | — | — | 92 | ||||||
Value of vested options in Former Golden Ocean | — | — | 926 | ||||||
Stock option expense | 576 | 81 | 41 | ||||||
Transfer to contributed surplus | — | — | (1,207,448 | ) | |||||
Balance at end of year | 454,694 | 201,864 | — | ||||||
Contributed capital surplus | |||||||||
Balance at beginning of year | 1,378,824 | 1,378,766 | 111,614 | ||||||
Contributions from shareholder | — | — | 59,746 | ||||||
Restricted stock unit expense (income) | — | 5 | (102 | ) | |||||
Stock option expense | — | 53 | 60 | ||||||
Transfer from additional paid in capital | — | — | 1,207,448 | ||||||
Balance at end of year | 1,378,824 | 1,378,824 | 1,378,766 | ||||||
Other comprehensive income | |||||||||
Balance at beginning of year | 2,287 | — | — | ||||||
Other comprehensive income, net | 3,036 | 2,287 | — | ||||||
Balance at end of year | 5,323 | 2,287 | — | ||||||
Retained deficit | |||||||||
Balance at beginning of year | (349,555 | ) | (221,844 | ) | (1,005 | ) | |||
Net (loss) income | (2,348 | ) | (127,711 | ) | (220,839 | ) | |||
Balance at end of year | (351,903 | ) | (349,555 | ) | (221,844 | ) | |||
Total equity | 1,494,049 | 1,238,719 | 1,158,649 |
(in thousands of $) | |||
Fair value of shares issued | 307,220 | ||
Fair value of vested stock options in the Former Golden Ocean | 926 | ||
Total value of consideration | 308,146 |
(in thousands of $) | |||
Assets | |||
Cash and cash equivalents | 129,084 | ||
Restricted cash | 2,448 | ||
Marketable securities | 5,779 | ||
Other current assets | 78,457 | ||
Favorable contracts | 30,417 | ||
Current assets | 246,185 | ||
Restricted cash | 31,552 | ||
Newbuildings | 12,030 | ||
Vessels, net | 632,997 | ||
Vessels under capital lease, net | 14,029 | ||
Investment in associated companies | 11,346 | ||
Favorable contracts | 96,673 | ||
Other non current assets | 9,116 | ||
Total assets | 1,053,928 | ||
Liabilities | |||
Current portion of long term debt | 39,395 | ||
Current portion of capital lease obligations | 7,032 | ||
Other current liabilities | 28,180 | ||
Unfavorable contracts | 1,567 | ||
Current liabilities | 76,174 | ||
Long term debt | 391,717 | ||
Convertible bond debt | 161,200 | ||
Long term capital lease obligations | 31,405 | ||
Other long term liabilities | 434 | ||
Unfavorable contracts | 5,976 | ||
Total liabilities | 666,906 | ||
Fair value of net assets acquired and liabilities assumed | 387,022 | ||
Total value of consideration | 308,146 | ||
Bargain purchase gain arising on consolidation | 78,876 |
(in thousands $, except per share data) | 2015 | ||
Total operating revenues | 225,013 | ||
Net (loss) income from continuing operations | (318,975 | ) | |
Loss from discontinued operations | — | ||
Net (loss) income | (318,975 | ) | |
Basic and diluted earnings per share: | |||
Basic and diluted (loss) earnings per share from continuing operations | $ | (1.85 | ) |
Basic and diluted loss per share from discontinued operations | $ | — | |
Basic and diluted (loss) earnings per share | $ | (1.85 | ) |
(in thousands of $) | 2017 | 2016 | 2015 | ||||||
Net (loss) income | (2,348 | ) | (127,711 | ) | (220,839 | ) |
(in thousands) | 2017 | 2016 | 2015 | ||||||
Weighted average number of shares outstanding - basic | 125,019 | 95,238 | 30,243 | ||||||
Impact of restricted stock units | — | 8 | 27 | ||||||
Weighted average number of shares outstanding - diluted | 125,019 | 95,246 | 30,270 |
(in thousands of $) | 2017 | 2016 | 2015 | ||||||
Net gain (loss) on sale of vessels | (570 | ) | 72 | (2,062 | ) | ||||
(Loss) on sale of newbuilding contracts | — | — | (8,858 | ) | |||||
Amortization of deferred gains | 258 | 228 | 132 | ||||||
(312 | ) | 300 | (10,788 | ) |
(in thousands of $) | |||
2018 | 37,008 | ||
2019 | 35,369 | ||
2020 | 35,474 | ||
2021 | 35,066 | ||
2022 | 32,043 | ||
Thereafter | 137,162 | ||
312,122 |
(in thousands of $) | 2017 | 2016 | 2015 | ||||||
Charter hire expenses, operating leases | 71,345 | 54,365 | 32,118 | ||||||
Amortization of unfavorable time charter contracts-in | (672 | ) | (674 | ) | (1,399 | ) | |||
Charterhire expenses | 70,673 | 53,691 | 30,719 |
(in thousands of $) | |||
2018 | 57,494 | ||
2019 | 35,785 | ||
2020 | 23,166 | ||
2021 | 8,370 | ||
2022 | — | ||
Thereafter | — | ||
124,815 |
(in thousands of $) | 2017 | 2016 | |||
Balance at start of year | 6,524 | 14,615 | |||
Disposals during the year | — | (328 | ) | ||
Additions during the year | 6,740 | — | |||
Unrealized gain (loss), net | 3,036 | (7,763 | ) | ||
Balance at end of year | 16,300 | 6,524 |
(in thousands of $) | |||
Balance at December 31, 2014 | 7,434 | ||
Additions charged to income | 512 | ||
Balance at December 31, 2015 | 7,946 | ||
Additions charged to income | 199 | ||
Deductions credited to trade receivables | (7,193 | ) | |
Balance at December 31, 2016 | 952 | ||
Additions charged to income | 462 | ||
Deductions credited to trade receivables | (768 | ) | |
Balance at December 31, 2017 | 646 |
(in thousands of $) | 2017 | 2016 | |||
Agent receivables | 4,794 | 2,070 | |||
Advances | 664 | 486 | |||
Claims receivables | 1,819 | 420 | |||
Other receivables | 18,160 | 8,011 | |||
25,437 | 10,987 |
(in thousands of $) | 2017 | 2016 | 2015 | |||||
Opening balance | 76,099 | 103,376 | — | |||||
Acquired as a result of the Merger | — | — | 127,090 | |||||
Acquired time charter contracts from Quintana | (3,080 | ) | — | — | ||||
Amortization charge | (19,333 | ) | (27,277 | ) | (23,714 | ) | ||
Total | 53,686 | 76,099 | 103,376 | |||||
Less: current portion | (18,732 | ) | (22,413 | ) | (28,829 | ) | ||
Non-current portion | 34,954 | 53,686 | 74,547 |
(in thousands of $) | |||
2018 | 18,732 | ||
2019 | 18,732 | ||
2020 | 12,148 | ||
2021 | 4,074 | ||
2022 | — | ||
Thereafter | — | ||
53,686 |
(in thousands of $) | 2017 | 2016 | 2015 | |||||
Opening balance | 5,470 | 6,144 | — | |||||
Acquired as a result of the Merger | — | — | 7,543 | |||||
Amortization charge | (672 | ) | (674 | ) | (1,399 | ) | ||
Total | 4,798 | 5,470 | 6,144 | |||||
Less: current portion | (672 | ) | (672 | ) | (674 | ) | ||
Non-current portion | 4,126 | 4,798 | 5,470 |
(in thousands of $) | |||
2018 | 672 | ||
2019 | 672 | ||
2020 | 674 | ||
2021 | 672 | ||
2022 | 672 | ||
Thereafter | 1,436 | ||
4,798 |
(in thousands of $) | Cost | Accumulated Depreciation | Net Book Value | ||||||
Balance at December 31, 2015 | 1,540,559 | (52,354 | ) | 1,488,205 | |||||
Additions | 194 | ||||||||
Disposals | (92,351 | ) | |||||||
Transfer from newbuildings | 425,393 | ||||||||
Depreciation | (62,502 | ) | |||||||
Balance at December 31, 2016 | 1,873,795 | (114,856 | ) | 1,758,939 | |||||
Additions | 448,392 | ||||||||
Disposals | (148,908 | ) | 8,403 | ||||||
Transfer from newbuildings | 227,336 | ||||||||
Impairment loss | (1,066 | ) | |||||||
Depreciation | (78,093 | ) | |||||||
Balance at December 31, 2017 | 2,399,549 | (184,546 | ) | 2,215,003 |
(in thousands of $) | |||
Balance at December 31, 2015 | 8,354 | ||
Disposals | (3,473 | ) | |
Impairment loss | (985 | ) | |
Depreciation | (940 | ) | |
Balance at December 31, 2016 | 2,956 | ||
Depreciation | (895 | ) | |
Balance at December 31, 2017 | 2,061 |
(in thousands of $) | |||
2018 | 5,944 | ||
2019 | 5,944 | ||
2020 | 1,791 | ||
Thereafter | — | ||
Minimum lease payments | 13,679 | ||
Less: imputed interest | (1,005 | ) | |
Present value of obligations under capital leases | 12,674 |
(in thousands of $) | Purchase option exercise date | Purchase option amount | |||
Golden Eclipse | April 2018 | 38,000 | |||
Golden Eclipse | April 2019 | 36,250 | |||
Golden Eclipse | April 2020 | 33,550 |
Balance at December 31, 2015 | 338,614 | ||
Installments and newbuilding supervision fees paid | 265,083 | ||
Interest capitalized | 2,258 | ||
Transfers to Vessels and Equipment | (425,393 | ) | |
Balance at December 31, 2016 | 180,562 | ||
Installments and newbuilding supervision fees paid | 152,501 | ||
Interest capitalized | — | ||
Transfers to Vessels and Equipment | (227,336 | ) | |
Balance at December 31, 2017 | 105,727 |
(% of ownership) | 2017 | 2016 | ||||
United Freight Carriers LLC ("UFC") | 50.00 | % | 50.00 | % | ||
Golden Opus Inc. ("G. Opus") | 50.00 | % | 50.00 | % | ||
Seateam Management Pte. Ltd ("Seateam") | 22.19 | % | 22.19 | % | ||
Capesize Chartering Ltd ("CCL") | 25.00 | % | 25.00 | % |
(in thousands of $) | G. Opus | UFC | Seateam | CCL | Total | ||||||||||
At December 31, 2015 | 4,958 | 770 | 497 | — | 6,225 | ||||||||||
Distributions received from associated companies | — | — | (256 | ) | — | (256 | ) | ||||||||
Share of income / (loss) | (694 | ) | (149 | ) | 462 | — | (381 | ) | |||||||
Impairment loss | (2,142 | ) | — | — | — | (2,142 | ) | ||||||||
Equity contribution | 750 | — | — | — | 750 | ||||||||||
Purchases | — | — | 28 | — | 28 | ||||||||||
At December 31, 2016 | 2,872 | 621 | 731 | — | 4,224 | ||||||||||
Distributions received from associated companies | (7,300 | ) | — | (257 | ) | — | (7,557 | ) | |||||||
Share of income / (loss) | 3,473 | 827 | 320 | — | 4,620 | ||||||||||
Equity contribution | 1,000 | — | — | — | 1,000 | ||||||||||
At December 31, 2017 | 45 | 1,448 | 794 | — | 2,287 |
(in thousands of $) | G. Opus | UFC | Others | Total | ||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |||||||||||||||||
Current assets | 119 | 1,715 | 4,125 | 1,819 | 9,867 | 10,086 | 14,111 | 13,620 | ||||||||||||||||
Non current assets | — | 21,936 | — | — | 389 | 363 | 389 | 22,299 | ||||||||||||||||
Total assets | 119 | 23,651 | 4,125 | 1,819 | 10,256 | 10,449 | 14,500 | 35,919 | ||||||||||||||||
Current liabilities | 29 | 155 | 1,227 | 577 | 6,521 | 7,216 | 7,777 | 7,948 | ||||||||||||||||
Long-term liabilities | — | 17,751 | — | — | 35 | 11 | 35 | 17,762 | ||||||||||||||||
Stockholders' equity | 90 | 5,745 | 2,898 | 1,242 | 3,700 | 3,222 | 6,688 | 10,209 | ||||||||||||||||
Percentage of ownership in equity investees | 50% | 50% | * | |||||||||||||||||||||
Equity investment of associated companies | 45 | 2,872 | 1,448 | 621 | 821 | 715 | 2,314 | 4,208 | ||||||||||||||||
Consolidation and reconciling adjustments: | — | — | ||||||||||||||||||||||
Other | — | — | — | — | (27 | ) | 16 | (27 | ) | 16 | ||||||||||||||
Investment in equity investees | 45 | 2,872 | 1,448 | 621 | 794 | 731 | 2,287 | 4,224 |
(in thousands of $) | G. Opus | UFC | Others | ||||||||||||||||||||||||
2017 | 2016 | 2015 | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | |||||||||||||||||||
Total operating revenue | 3,817 | 4,262 | 5,739 | 7,413 | 9,591 | 23,977 | 8,815 | 8,391 | 7,494 | ||||||||||||||||||
Gain sale of vessel | 7,166 | — | — | — | — | — | — | — | — | ||||||||||||||||||
Total operating expense | (3,324 | ) | (4,905 | ) | (8,864 | ) | (5,914 | ) | (9,885 | ) | (23,450 | ) | (7,063 | ) | (6,576 | ) | (6,043 | ) | |||||||||
Net operating (loss) income | 7,659 | (643 | ) | (3,125 | ) | 1,499 | (294 | ) | 527 | 1,752 | 1,815 | 1,451 | |||||||||||||||
Net (loss) income | 6,945 | (1,299 | ) | (3,742 | ) | 1,654 | (297 | ) | 489 | 1,633 | 1,611 | 1,301 | |||||||||||||||
Percentage of ownership in investees | 50% | 50% | * | ||||||||||||||||||||||||
Equity in net income (loss) of associated companies | 3,473 | (650 | ) | (1,871 | ) | 827 | (149 | ) | 245 | 362 | 357 | 276 | |||||||||||||||
Consolidation and reconciling adjustments: | |||||||||||||||||||||||||||
Excluded (income) loss prior to the Merger in 2015** | — | — | 1,050 | — | — | (105 | ) | — | — | (28 | ) | ||||||||||||||||
Other | — | (44 | ) | — | — | — | — | (42 | ) | 105 | — | ||||||||||||||||
Equity in net income (loss) of associated companies | 3,473 | (694 | ) | (821 | ) | 827 | (149 | ) | 140 | 320 | 462 | 248 | |||||||||||||||
Impairment loss on investment | — | (2,142 | ) | (4,600 | ) | — | — | — | — | — | — | ||||||||||||||||
Total equity in net income (loss) of associated companies including impairment losses | 3,473 | (2,836 | ) | (5,421 | ) | 827 | (149 | ) | 140 | 320 | 462 | 248 | |||||||||||||||
Total | |||||||||||||||||||||||||||
2017 | 2016 | 2015 | |||||||||||||||||||||||||
Total operating revenue | 20,045 | 22,244 | 37,210 | ||||||||||||||||||||||||
Gain sale of vessel | 7,166 | — | — | ||||||||||||||||||||||||
Total operating expense | (16,301 | ) | (21,366 | ) | (38,357 | ) | |||||||||||||||||||||
Net operating (loss) income | 10,910 | 878 | (1,147 | ) | |||||||||||||||||||||||
Net (loss) income | 10,232 | 15 | (1,952 | ) | |||||||||||||||||||||||
Equity in net income (loss) of associated companies | 4,662 | (442 | ) | (1,350 | ) | ||||||||||||||||||||||
Consolidation and reconciling adjustments: | |||||||||||||||||||||||||||
Excluded (income) loss prior to the Merger in 2015** | — | — | 917 | ||||||||||||||||||||||||
Other | (42 | ) | 61 | — | |||||||||||||||||||||||
Equity in net income (loss) of associated companies | 4,620 | (381 | ) | (433 | ) | ||||||||||||||||||||||
Impairment loss on investment | — | (2,142 | ) | (4,600 | ) | ||||||||||||||||||||||
Total equity in net income (loss) of associated companies including impairment losses | 4,620 | (2,523 | ) | (5,033 | ) |
(in thousands of $) | 2017 | 2016 | ||||
Seller's credit receivable long-term portion | 1,500 | 2,000 | ||||
Deferred tax asset | 294 | 343 | ||||
Prepaid charterhire expenses (straight-lining of lease expense) | 8,887 | 5,184 | ||||
Other long term assets | 10,681 | 7,527 |
(in thousands of $) | |||
2018 | 500 | ||
2019 | 1,500 | ||
2020 | — | ||
2021 | — | ||
2022 | — | ||
Thereafter | — | ||
2,000 |
(in thousands of $) | 2017 | 2016 | ||||
$33.9 million term loan | 24,317 | 28,275 | ||||
$82.5 million term loan | 35,733 | 44,367 | ||||
$284.0 million term loan | 190,870 | 258,538 | ||||
$420.0 million term loan | 352,432 | 388,545 | ||||
$425.0 million term loan | 220,868 | 166,743 | ||||
$102.7 million term loan | 102,765 | — | ||||
$73.4 million term loan | 67,739 | — | ||||
$80.2 million term loan | 74,814 | — | ||||
Total U.S. dollar denominated floating rate debt | 1,069,538 | 886,468 | ||||
U.S. dollar denominated fixed rate debt | 178,856 | 177,300 | ||||
Deferred charges | (3,935 | ) | (5,350 | ) | ||
Total debt | 1,244,459 | 1,058,418 | ||||
Less: current portion | (109,671 | ) | — | |||
1,134,788 | 1,058,418 |
(in thousands of $) | Floating rate debt | Fixed rate debt | Sellers credit | Deferred charges | Total | ||||||||||
Balance at December 31, 2015 | 761,739 | 167,815 | 4,739 | (5,797 | ) | 928,496 | |||||||||
Loan repayments | (17,471 | ) | — | (4,748 | ) | — | (22,219 | ) | |||||||
Loan draw downs | 142,200 | — | — | — | 142,200 | ||||||||||
Amortization of purchase price adjustment | — | 9,485 | 9 | — | 9,494 | ||||||||||
Capitalized financing fees and expenses | — | — | — | (898 | ) | (898 | ) | ||||||||
Amortization of capitalized fees and expenses | — | — | — | 1,345 | 1,345 | ||||||||||
Balance at December 31, 2016 | 886,468 | 177,300 | — | (5,350 | ) | 1,058,418 | |||||||||
Loan repayments | (154,666 | ) | (9,104 | ) | — | — | (163,770 | ) | |||||||
Loan draw downs | 337,736 | — | — | — | 337,736 | ||||||||||
Amortization of purchase price adjustment | — | 10,360 | — | — | 10,360 | ||||||||||
Convertible bond loss on extinguishment | — | 300 | — | — | 300 | ||||||||||
Amortization of capitalized fees and expenses | — | — | — | 1,415 | 1,415 | ||||||||||
Balance at December 31, 2017 | 1,069,538 | 178,856 | — | (3,935 | ) | 1,244,459 |
• | the installments that had fallen due and payable under the agreements during that period had not such installments been suspended in accordance; over |
• | all regular installments that had fallen due and payable under all existing credit facilities during that period had not such installments been suspended. |
(in thousands of $) | |||
2018 | 109,671 | ||
2019 | 496,558 | ||
2020 | 364,767 | ||
2021 | 267,542 | ||
2022 | 21,600 | ||
Thereafter | — | ||
1,260,138 | |||
Amortization of purchase price adjustment | (11,744 | ) | |
1,248,394 |
(in thousands of $) | 2017 | 2016 | ||||
Voyage expenses | 7,388 | 3,467 | ||||
Ship operating expenses | 6,937 | 6,424 | ||||
Administrative expenses | 1,510 | 935 | ||||
Tax expenses | 9 | 12 | ||||
Interest expenses | 8,460 | 7,029 | ||||
24,304 | 17,867 |
(in thousands of $) | 2017 | 2016 | ||||
Deferred charter revenue | 21,704 | 10,509 | ||||
Deferred gain on sale and leaseback | 258 | 258 | ||||
Unfavorable charter party-in contracts | 672 | 672 | ||||
Payroll and Employee Tax accruals | 488 | 396 | ||||
Other current liabilities | 8,967 | 2,782 | ||||
32,089 | 14,617 |
(in thousands of $) | 2017 | 2016 | ||||
Interest rate swaps | 2,864 | 1,502 | ||||
Foreign currency swaps | 83 | — | ||||
Bunker derivatives | 801 | 92 | ||||
Asset Derivatives - Fair Value | 3,748 | 1,594 |
(in thousands of $) | 2017 | 2016 | ||||
Interest rate swaps | 1,914 | 1,777 | ||||
Foreign currency swaps | 66 | 213 | ||||
Bunker derivatives | 313 | — | ||||
Liability Derivatives - Fair Value | 2,293 | 1,990 |
(in thousands of $) | 2017 | 2016 | 2015 | |||||||
Interest rate swaps | Interest expense | (1,705 | ) | (1,807 | ) | (2,127 | ) | |||
Unrealized fair value gain (loss) | 1,225 | (38 | ) | (394 | ) | |||||
Foreign currency swaps | Realized gain (loss) | 204 | (3 | ) | 68 | |||||
Unrealized fair value gain (loss) | 25 | (27 | ) | (251 | ) | |||||
Forward freight agreements | Realized gain (loss) | (517 | ) | 42 | (606 | ) | ||||
Bunker derivatives | Realized gain (loss) | 622 | (1,518 | ) | (1,853 | ) | ||||
Unrealized fair value gain (loss) | 291 | 2,676 | (1,776 | ) | ||||||
145 | (675 | ) | (6,939 | ) |
(in thousands of $) | 2017 | 2016 | ||||
Deferred gain on sale and leaseback | 2,485 | 2,744 | ||||
Other long term liabilities | 5,574 | 5,468 | ||||
8,059 | 8,212 |
Authorized share capital: | ||||||
(in thousands of $ except per share amount) | 2017 | 2016 | ||||
150 million common shares of $0.05 par value | 7,500 | 7,500 |
Issued and fully paid share capital: | ||||||
(number of shares of $0.05 each) | 2017 | 2016 | ||||
Balance at start of year | 105,965,192 | 34,535,128 | ||||
Shares issued re: | ||||||
- settlement of RSUs | — | 19,954 | ||||
- private placement | — | 68,736,800 | ||||
- subsequent offering | — | 2,673,858 | ||||
- cancellation | — | (548 | ) | |||
- equity offerings | 16,372,505 | — | ||||
- issue of consideration shares to Quintana | 14,500,000 | — | ||||
- issue of consideration shares to Hemen | 5,300,000 | — | ||||
- settlement of options | 60,000 | — | ||||
Balance at end of year | 142,197,697 | 105,965,192 |
Number of units | ||||||||||||
Directors | Management companies | Total | Fair value | |||||||||
Units outstanding as of December 31, 2015 | 11,744 | 11,744 | 23,488 | $5.35 | ||||||||
Granted | — | — | — | — | ||||||||
Settled | (11,744 | ) | — | (11,744 | ) | $3.64 | ||||||
Forfeited | — | (11,744 | ) | (11,744 | ) | — | ||||||
Units outstanding as of December 31, 2016 | — | — | — | — |
• | Grant Date: November 10, 2016. |
• | Expected Term: Given the absence of expected dividend payments and that the exercise price is adjustable for |
• | Expected Volatility: We used the historical volatility of the common shares to estimate the volatility of the prices |
• | Expected Dividends: The share options exercise price is adjustable for distribution of dividend before the share |
• | Dilution Adjustment: The number of share options is considered immaterial as compared to the number of shares |
• | Risk-free Rate: We used the five-year US Government bond risk-free yield-to-maturity rate of |
• | Expected Forfeitures: We expect that there will be no forfeitures of non-vested shares options during the terms. |
Number of options | Weighted Average Exercise Price | Weighted Average Grant date Fair Value | |||||||||
Management | Total | ||||||||||
Granted November 2016 | 700,000 | 700,000 | $4.20 | $2.47 | |||||||
Outstanding as of December 31, 2016 - Unvested | 700,000 | 700,000 | $4.20 | $2.47 | |||||||
Granted | — | — | |||||||||
Exercised | 60,000 | 60,000 | $4.20 | $2.47 | |||||||
Exercisable | 173,333 | 173,333 | $4.20 | $2.47 | |||||||
Forfeited | — | — | — | — | |||||||
Outstanding as of December 31, 2017 - Unvested | 466,667 | 466,667 | $4.20 | $2.47 |
Options Outstanding and Unvested, December 31, 2017 | Options Outstanding and Exercisable, December 31, 2017 | |||||||||||||||
Weighted Average Exercise Price of Outstanding Options | Number of options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Number of options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | ||||||||||
$4.20 | 466,667 | $4.20 | 1.86 | 173,333 | $4.20 | 1.86 | ||||||||||
Options Outstanding and Unvested, December 31, 2016 | Options Outstanding and Exercisable, December 31, 2016 | |||||||||||||||
Weighted Average Exercise Price of Outstanding Options | Number of options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Number of options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | ||||||||||
$4.20 | 700,000 | $4.20 | 2.86 | — | — | — |
(in thousands of $) | 2017 | 2016 | ||||
Hemen | 44,000 | — | ||||
44,000 | — |
(in thousands of $) | 2017 | 2016 | 2015 | ||||||
ICB Shipping (Bermuda) Ltd | — | — | 579 | ||||||
Frontline Ltd | 4,210 | 6,521 | 13,192 | ||||||
The Former Golden Ocean | — | — | 134 | ||||||
Ship Finance International Limited | 27,977 | 25,564 | 12,060 | ||||||
Seateam Management Pte Ltd | 3,103 | 2,638 | 1,932 | ||||||
Seatankers Management Co Ltd | 9,696 | 4,216 | 159 | ||||||
Golden Opus Inc | 1,286 | 1,114 | — | ||||||
Capesize Chartering Ltd | 57 | 98 | — | ||||||
Affiliates of Hemen | 634 | — | — | ||||||
46,963 | 40,151 | 28,056 |
(in thousands of $) | 2017 | 2016 | 2015 | ||||||
Ship Finance International Limited | 738 | 795 | 560 | ||||||
Seatankers Management Co Ltd | 933 | 957 | 310 | ||||||
United Freight Carriers LLC | — | 150 | — | ||||||
Capesize Chartering Ltd | 3,368 | 945 | — | ||||||
5,039 | 2,847 | 870 |
(in thousands of $) | 2017 | 2016 | ||||
Capesize Chartering Ltd | — | 322 | ||||
Frontline Ltd | 1,095 | 1,523 | ||||
Ship Finance International Ltd | 60 | 2 | ||||
Seatankers Management Co Ltd | 825 | 77 | ||||
Golden Opus Inc | 10 | 3 | ||||
1,990 | 1,927 |
(in thousands of $) | 2017 | 2016 | ||||
Capesize Chartering Ltd | 879 | — | ||||
Frontline Ltd | 1,822 | 1,044 | ||||
Seatankers Management Co Ltd | — | 270 | ||||
Golden Opus Inc | 29 | 73 | ||||
2,730 | 1,387 |
(in thousands of $) | Notional Amount | Inception Date | Maturity Date | Fixed Interest Rate | ||
Receiving floating, pay fixed | 50,000 | October 2012 | October 2019 | 1.22 | % | |
Receiving floating, pay fixed | 50,000 | February 2015 | February 2020 | 1.93 | % | |
Receiving floating, pay fixed | 100,000 | October 2019 | October 2025 | 2.51 | % | |
Receiving floating, pay fixed | 50,000 | October 2015 | October 2019 | 1.22 | % | |
Receiving floating, pay fixed | 50,000 | November 2015 | February 2020 | 1.92 | % | |
Receiving floating, pay fixed | 50,000 | August 2017 | August 2025 | 2.41 | % | |
Receiving floating, pay fixed | 50,000 | August 2017 | August 2025 | 2.58 | % | |
Receiving floating, pay fixed | 50,000 | February 2017 | February 2022 | 1.90 | % | |
Receiving floating, pay fixed | 50,000 | April 2017 | April 2022 | 1.86 | % | |
500,000 |
2017 | 2017 | 2016 | 2016 | ||||||||||
(in thousands of $) | Fair Value | Carrying Value | Fair Value | Carrying Value | |||||||||
Assets | |||||||||||||
Cash and cash equivalents | 309,029 | 309,029 | 212,942 | 212,942 | |||||||||
Restricted cash | 62,955 | 62,955 | 54,112 | 54,112 | |||||||||
Marketable securities | 16,300 | 16,300 | 6,524 | 6,524 | |||||||||
Derivative assets | 3,748 | 3,748 | 1,594 | 1,594 | |||||||||
Liabilities | |||||||||||||
Long term debt - floating | 1,069,538 | 1,069,538 | 886,468 | 886,468 | |||||||||
Long term debt - convertible bond | 195,000 | 178,856 | 162,122 | 177,300 | |||||||||
Long term debt - sellers credit | 44,000 | 44,000 | — | — | |||||||||
Derivative liabilities | 2,293 | 2,293 | 1,990 | 1,990 |
(in thousands of $) | 2017 Fair Value | Level 1 | Level 2 | Level 3 | |||||||||
Assets | |||||||||||||
Cash and cash equivalents | 309,029 | 309,029 | — | — | |||||||||
Restricted cash | 62,955 | 62,955 | — | — | |||||||||
Marketable securities | 16,300 | 16,300 | — | — | |||||||||
Derivative assets | 3,748 | — | 3,748 | — | |||||||||
Liabilities | |||||||||||||
Long term debt - floating | 1,069,538 | — | 1,069,538 | — | |||||||||
Long term debt - convertible bond | 195,000 | — | 195,000 | — | |||||||||
Long term debt - sellers credit | 44,000 | — | 44,000 | — | |||||||||
Derivative liabilities | 2,293 | — | 2,293 | — |
(in thousands of $) | 2016 Fair Value | Level 1 | Level 2 | Level 3 | |||||||||
Assets | |||||||||||||
Cash and cash equivalents | 212,942 | 212,942 | — | — | |||||||||
Restricted cash | 54,112 | 54,112 | — | — | |||||||||
Marketable securities | 6,524 | 6,524 | — | — | |||||||||
Derivative assets | 1,594 | — | 1,594 | — | |||||||||
Liabilities | |||||||||||||
Long term debt - floating | 886,468 | — | 886,468 | — | |||||||||
Long term debt - convertible bond | 162,122 | — | 162,122 | — | |||||||||
Derivative liabilities | 1,990 | — | 1,990 | — |
• | The carrying value of cash and cash equivalents, which are highly liquid, approximate fair value. |
• | Restricted cash and investments – the balances relate entirely to restricted cash and the carrying values in the balance sheet approximate their fair value. |
• | Floating rate debt - the carrying value in the balance sheet approximates the fair value since it bears a variable interest rate, which is reset on a quarterly basis. |
• | Convertible bond – quoted market prices are not available, however the bonds are traded "over the counter" and the fair value of bonds is based on the market price on offer at the year end. |
• | Sellers credit - the carrying value in the balance sheet approximates the fair value since it bears a variable interest rate, which is reset on a quarterly basis. |
• | Marketable securities - are listed equity securities for which the fair value is based on quoted market prices. |
• | Derivatives - are based on the present value of the estimated future cash flows that we would receive or pay to terminate the agreements at the balance sheet date. |
• | The value of six Ultramax vessels classified as held for sale in the third quarter of 2017, was measured at fair value. The fair value was based on level three inputs and the expected market values based on sales agreements. |
• | The investment in Golden Opus Inc. was measured at fair value based on level three inputs, and the expected market values of the underlying assets and liabilities. |
• | The Golden Lyderhorn, a vessel held under capital lease was measured at fair value based on level three inputs, and was determined using discounted expected future cash flows for the vessel. |
• | The other long term asset acquired on completion of the Merger was measured at fair value based on level three inputs, and the estimated recoverable principal amount from the counterparty. |
Name | Country of Incorporation | Ownership and Voting Percentage |
Golden Ocean Group Management (Bermuda) Ltd | Bermuda | 100% |
Golden Ocean Management AS | Norway | 100% |
Golden Ocean Trading Ltd | Bermuda | 100% |
Golden Ocean Shipping Co Pte Ltd | Singapore | 100% |
Golden Ocean Shipholding Ltd | Bermuda | 100% |
Golden Ocean Holdings Ltd | Bermuda | 100% |
Golden Aries Inc | Liberia | 100% |
Golden Arima Inc | Liberia | 100% |
Golden Beppu Inc | Liberia | 100% |
Golden Brilliant Inc | Liberia | 100% |
Golden Crystal Inc | Liberia | 100% |
Golden Daisy Inc | Liberia | 100% |
Golden Diamond Inc | Liberia | 100% |
Golden Eclipse Inc | Liberia | 100% |
Golden Eminence Inc | Liberia | 100% |
Golden Empress Inc | Liberia | 100% |
Golden Endeavour Inc | Liberia | 100% |
Golden Endurer Inc | Liberia | 100% |
Golden Enterprise Inc | Liberia | 100% |
Golden Feng Inc | Liberia | 100% |
Golden Gemini Inc | Liberia | 100% |
Golden Ginger Inc | Liberia | 100% |
Golden Ice Inc | Liberia | 100% |
Golden Leo Inc | Liberia | 100% |
Golden Libra Inc | Liberia | 100% |
Golden Opportunity Inc | Liberia | 100% |
Golden Pearl Inc | Liberia | 100% |
Golden Rose Inc | Liberia | 100% |
Golden Ruby Inc | Liberia | 100% |
Golden Saguenay Inc | Liberia | 100% |
Golden Sapphire Inc | Liberia | 100% |
Golden Shui Inc | Liberia | 100% |
Golden Strength Inc | Liberia | 100% |
Golden Taurus Inc | Liberia | 100% |
Golden Virgo Inc | Liberia | 100% |
Palila Inc | Liberia | 100% |
Parula Inc | Liberia | 100% |
Petrel Inc | Liberia | 100% |
Piper Inc | Liberia | 100% |
Front Singapore Inc | Liberia | 100% |
Front San Francisco Inc | Liberia | 100% |
Front Seoul Inc | Liberia | 100% |
Front Stockholm Inc | Liberia | 100% |
Front Santiago Inc | Liberia | 100% |
Front Santos Inc | Liberia | 100% |
Front Shanghai Inc | Liberia | 100% |
Front Savannah Inc. | Liberia | 100% |
Front Sakura Inc | Liberia | 100% |
Front Seville Inc | Liberia | 100% |
Golden Finsbury Inc | Liberia | 100% |
Golden Fulham Inc | Liberia | 100% |
Golden Bexley Inc | Liberia | 100% |
Golden Barnet Inc | Liberia | 100% |
Golden Scape Inc | Liberia | 100% |
Golden Swift Inc | Liberia | 100% |
Front Fuji Inc | Liberia | 100% |
Front Aso Inc | Liberia | 100% |
Golden Cirrus Inc | Liberia | 100% |
Golden Cumulus Inc | Liberia | 100% |
Golden Nimbus Inc | Liberia | 100% |
Golden Arcus Inc | Liberia | 100% |
Golden Incus Inc | Liberia | 100% |
Golden Calvus Inc | Liberia | 100% |
Golden Gayle Inc | Liberia | 100% |
Golden Myrtalia Inc | Liberia | 100% |
Golden Sue Inc | Liberia | 100% |
Golden Deb Inc | Liberia | 100% |
Golden Jake Inc | Liberia | 100% |
Golden Arion Inc | Liberia | 100% |
Golden Ioanari Inc | Liberia | 100% |
Golden Keen Inc | Liberia | 100% |
Golden Shea Inc | Liberia | 100% |
Golden Kaki Inc | Liberia | 100% |
Golden Houston Inc | Liberia | 100% |
Golden Anastasia Inc | Liberia | 100% |
Golden Amreen Inc | Liberia | 100% |
Golden Kennedy Inc | Liberia | 100% |
Golden Amber Inc | Liberia | 100% |
Golden Opal Inc | Liberia | 100% |
Golden Behike Inc | Liberia | 100% |
Golden Monterrey Inc | Liberia | 100% |
1. | I have reviewed this annual report on Form 20-F of Golden Ocean Group Limited; |
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 company as of, and for, the periods presented in this report; |
4. | The company's other certifying officer(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company 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 company, 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) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the company'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 |
d) | Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and |
5. | The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company'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 company'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 company's internal control over financial reporting. |
/s/ Birgitte Ringstad Vartdal | |
Birgitte Ringstad Vartdal | |
Principal Executive Officer |
1. | I have reviewed this annual report on Form 20-F of Golden Ocean Group Limited; |
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 company as of, and for, the periods presented in this report; |
4. | The company's other certifying officer(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company 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 company, 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) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the company'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 |
d) | Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and |
5. | The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company'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 company'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 company's internal control over financial reporting. |
/s/ Per Terje Heiberg | |
Per Terje Heiberg | |
Principal Financial Officer |
(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. |
/s/ Birgitte Ringstad Vartdal | |
Birgitte Ringstad Vartdal | |
Principal Executive Officer |
(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. |
/s/ Per Terje Heiberg | |
Per Terje Heiberg | |
Principal Financial Officer |
Document And Entity Information |
12 Months Ended |
---|---|
Dec. 31, 2017
shares
| |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Golden Ocean Group Ltd |
Entity Central Index Key | 0001029145 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Accelerated Filer |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2017 |
Document Fiscal Year Focus | 2017 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Entity Common Stock, Shares Outstanding | 142,197,697 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Consolidated Statements of Other Comprehensive (Loss) Income - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (2,348) | $ (127,711) | $ (220,839) |
Unrealized gain (loss) | 3,036 | (7,763) | (23,323) |
Reclassification of loss to net income | 0 | 10,050 | 23,323 |
Other comprehensive income | 3,036 | 2,287 | 0 |
Comprehensive income (loss), net | $ 688 | $ (125,424) | $ (220,839) |
Consolidated Balance Sheets (Parenthetical) - $ / shares |
Dec. 31, 2017 |
Dec. 31, 2016 |
Oct. 24, 2016 |
Sep. 30, 2016 |
Aug. 31, 2016 |
Jul. 31, 2016 |
Feb. 29, 2016 |
Jan. 31, 2016 |
---|---|---|---|---|---|---|---|---|
Equity | ||||||||
Share capital, par value (in dollars per share) | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.01 | $ 0.01 | $ 0.01 | |
Share capital, shares outstanding (in shares) | 142,197,697 | 105,965,192 |
ORGANIZATION AND BUSINESS |
12 Months Ended |
---|---|
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | ORGANIZATION AND BUSINESS Historical Structure of the Company We were incorporated as Knightsbridge Tankers Limited in Bermuda as an exempted company under the Bermuda Companies Act of 1981 on September 18, 1996. We were originally established for the purpose of owning and operating very large crude oil carriers, or VLCCs. Between 2007 and 2013, we sold our VLCCs and subsequently discontinued our crude oil tanker operations to expand the scope of our activities within dry bulk shipping by acquiring Capesize vessels delivered to us between 2009 and 2014. On October 7, 2014, we entered into an agreement and plan of merger, or the Merger Agreement, with Golden Ocean Group Limited, or the Former Golden Ocean, a dry bulk shipping company based in Bermuda and listed on the Oslo Stock Exchange, or the OSE, pursuant to which the two companies agreed to merge, with us as the surviving company, or the Merger. The Merger was completed on March 31, 2015. Prior to entering into the Merger Agreement, we changed our name to Knightsbridge Shipping Limited and we subsequently changed our name to Golden Ocean Group Limited following completion of the Merger. Our common shares commenced trading on the NASDAQ Global Select Market in February 1997 and currently trade under the symbol "GOGL". We obtained a secondary listing on the OSE in April 2015. In March 2017, we acquired 16 dry bulk vessels in transactions where we issued in aggregate 17.8 million consideration shares and assumed bank debt and seller credit loans of $285.2 million. Of the 16 acquired vessels, 14 were acquired from subsidiaries of Quintana Shipping Ltd., or Quintana, and two Panamax vessels were acquired from affiliates of Hemen Holding Limited, or Hemen. In October 2017, we entered into agreements to acquire two Capesize vessels from Hemen at an aggregated purchase price of $86.0 million. As settlement of the purchase price for each vessel, the Company entered into a seller's credit loan with an affiliate of Hemen for 50% of the purchase price of each vessel, respectively. Business We own and operates dry bulk carriers of primarily four sizes: Newcastlemax vessels, which are between 200,000 and 210,000 dwt, Capesize vessels, which are between 100,000 and 200,000 dwt, Panamax vessels, which are vessels between 65,000 and 100,000 dwt, and Ultramax vessels, which are between 55,000 and 65,000 dwt. We operate through subsidiaries located in Bermuda, Liberia, Norway and Singapore. We are also involved in the charter, purchase and sale of vessels. As of December 31, 2017, we owned 62 dry bulk vessels, agreed to purchase one vessel and had construction contracts for five newbuildings. The acquired vessel and five newbuildings were subsequently delivered during January and February 2018. In addition, we had ten vessels chartered-in (of which eight are chartered in on operating leases from Ship Finance, one chartered in on an operating lease from an unrelated third party and one chartered in on a capital lease from an unrelated third party). Each vessel is (or, in the case of newbuildings, expected to be) owned and operated by one of our subsidiaries and is (or expected to be) flagged either in the Marshall Islands, Hong Kong or Panama. Ten of our vessels were chartered-out on fixed rate time charters, fifteen of our vessels were chartered out on long-term index linked rate time charters and the remaining vessels operated in the spot market, in spot pools or on short term charters expiring within the next six to nine months. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
12 Months Ended |
---|---|
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the assets and liabilities of us and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Reverse stock split On August 1, 2016, we effected a one-for-five reverse stock split. All share and per share information has been retroactively adjusted to reflect the reverse stock split. The common share par value was adjusted as a result of the reverse stock split as disclosed in Note 25 of these consolidated financial statements. Business combinations We accounted for our acquisition of the Former Golden Ocean on March 31, 2015 as a business combination and have measured the identifiable assets acquired and the liabilities assumed at their acquisition date fair values. The consideration transferred has been measured at fair value based on the closing price of our shares on the date of acquisition and the fair value of the vested share options in the Former Golden Ocean. The surplus of the fair value of the net assets acquired over the fair value of the consideration transferred is recognized as a bargain purchase gain. Acquisition related costs are expensed as incurred. Use of estimates The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles requires us to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: impairment of assets and other than temporary impairments of uncollectible securities, the amount of uncollectible accounts and accounts receivable, the amount to be paid for certain liabilities, including contingent liabilities, the amount of costs to be capitalized in connection with the construction of our newbuildings and the lives of our vessels. Actual results could differ from those estimates. Fair values We have determined the estimated fair value amounts presented in these consolidated financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in these consolidated financial statements are not necessarily indicative of the amounts that we could realize in a current market exchange. Estimating the fair value of assets acquired and liabilities assumed in a business combination requires the use of estimates and significant judgments, among others, the following: the market assumptions used when valuing acquired time charter contracts, the expected revenues earned by vessels held under capital lease and the operating costs (including dry docking costs) of those vessels and the discount rate used in cash flow based valuations, The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Reporting and functional currency Our functional currency is the United States dollar as all revenues are received in United States dollars and a majority of our expenditures are made in United States dollars. We and our subsidiaries report in United States dollars. Foreign currency Transactions in foreign currencies during the year are translated into United States dollars at the rates of exchange in effect at the date of the transaction. Foreign currency monetary assets and liabilities are translated using rates of exchange at the balance sheet date. Foreign currency non-monetary assets and liabilities are translated using historical rates of exchange. Foreign currency transaction gains or losses are included in the consolidated statements of operations. Revenue and expense recognition Revenues and expenses are recognized on the accruals basis. Revenues are generated from voyage charters and time charters. Voyage revenues are recognized ratably over the estimated length of each voyage and, therefore, are allocated between reporting periods based on the relative transit time in each period. Voyage expenses are recognized as incurred. Probable losses on voyages are provided for in full at the time such losses can be estimated. Time charter and bareboat charter revenues are recorded over the term of the charter as a service is provided. When a time charter contract is linked to an index, we recognize revenue for the applicable period based on the actual index for that period. We use a discharge-to-discharge basis in determining percentage of completion for all voyage charters whereby we recognize revenue ratably from when product is discharged (unloaded) at the end of one voyage to when it is discharged after the next voyage. However, we did not recognize revenue if a charter was not contractually committed to by a customer and us, even if the vessel discharged its cargo and was sailing to the anticipated load port on its next voyage. Revenues generated through revenue sharing agreements are presented gross when the Company is the primary obligor under the charter parties. Demurrage is a form of damages for breaching the period allowed to load and unload cargo in a voyage charter, or the laytime, and is recognized as income according to the terms of the voyage charter contract when the charterer remains in possession of the vessel after the agreed laytime. Claims for unpaid charter hire and damages for early termination of time charters or bareboat charters are recorded upon receipt of cash when collectability is not reasonably assured. Such amounts related to services previously rendered are recorded as time charter or bareboat charter revenue. Amounts in excess of services previously rendered are classified as other operating income. Net income as a result of our revenue sharing agreements is presented as other operating income, net. Comparative numbers have been revised to conform to our current presentation. In 2016, $0.9 million was previously included in other revenues and has been reclassified to other operating income, net. Charterhire expense Charter hire expense is charged to the consolidated statement of operations on a straight-line basis over the lease term. Contingent rental expense (income) Any contingent elements of rental expense (income), such as profit share or interest rate adjustments, are recognized when the contingent conditions have materialized. Gain (loss) on sale of assets and amortization of deferred gains Gain (loss) on sale of assets and amortization of deferred gains include losses from the sale of vessels and the amortization of deferred gains. Gains (losses) from the sale of assets are recognized when the vessel has been delivered and all risks have been transferred and are determined by comparing the proceeds received with the carrying value of the vessel. A deferred gain arises when we enter into a sale-leaseback transaction regarding a vessel and we do not relinquish the right to substantially all of the remaining use of the vessel. This deferred gain will be amortized in proportion to the gross rental payments over the minimum term of the lease. Drydocking Normal vessel repair and maintenance costs are expensed when incurred. We recognize the cost of a drydocking at the time the drydocking takes place, that is, it applies the "expense as incurred" method. Impairment of vessels and newbuildings The carrying values of our long-lived assets and newbuildings under construction are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Such indicators may include depressed spot rates and depressed second hand vessel values. We assess recoverability of the carrying value of each asset or newbuilding on an individual basis by estimating the future undiscounted cash flows expected to result from the asset, including any remaining construction costs for newbuildings, and eventual disposal. If the future net undiscounted cash flows are less than the carrying value of the asset, or the current carrying value plus future newbuilding commitments, an impairment loss is recorded equal to the difference between the asset's or newbuildings carrying value and fair value. In addition, long-lived assets to be disposed of are reported at the lower of carrying amount and fair value less estimated costs to sell. Fair value is estimated based on values achieved for the sale/purchase of similar vessels and appraised valuations. In addition, vessels to be disposed of by sale are reported at the lower of their carrying amount or fair value less estimated costs to sell. Interest expense Interest costs are expensed as incurred except for interest costs that are capitalized. Interest expenses are capitalized during construction of newbuildings based on accumulated expenditures for the applicable project at our current rate of borrowing. The capitalization of interest expenses ceases when the newbuilding is considered substantially completed. The amount of interest expense capitalized in an accounting period shall be determined by applying an interest rate (the "capitalization rate") to the average amount of accumulated expenditures for the asset during the period. The capitalization rates used in an accounting period are based on the rates applicable to borrowings outstanding during the period. We do not capitalize amounts beyond the actual interest expense incurred in the period. Earnings per share Basic earnings per share is computed based on the income available to common stockholders and the weighted average number of shares outstanding. Diluted earnings per share includes the effect of the assumed conversion of potentially dilutive instruments. Cash and cash equivalents All demand and time deposits and highly liquid, low risk investments with original maturities of three months or less at the date of purchase are considered equivalent to cash. Restricted cash Restricted cash comprises collateral deposits for derivative trading, and the minimum balance that must be maintained at all times in accordance with our loan agreements with various banks. Marketable securities Our marketable securities are considered to be available-for-sale securities and as such are carried at fair value. Any resulting unrealized gains and losses are recorded as a separate component of other comprehensive income in equity unless the securities are considered to be other than temporarily impaired, in which case unrealized losses are recorded in the consolidated statement of operations as impairment loss on marketable securities. The cost of available for sale securities is calculated on an average cost basis. Derivatives Our derivative instruments include interest-rate swap agreements, foreign currency swaps, forward freight agreements and bunker hedges. These derivatives are considered to be economic hedges. However, none of these derivative instruments have been designated as hedges for accounting purposes. These transactions involve the conversion of floating rates into fixed rates over the life of the transactions without changes in the fair values are recognized as assets or liabilities. Changes in the fair value of these derivatives are recorded in Gain (loss) on derivatives in our consolidated statement of operations. Cash outflows and inflows resulting from economic derivative contracts are presented as cash flows from operations in the consolidated statement of cash flows. Financial instruments In determining the fair value of our financial instruments, we use a variety of methods and assumptions that are based on market conditions and risks, including determining the impact of nonperformance risks, existing at each balance sheet date. For the majority of financial instruments, including most derivatives and long-term debt, standard market conventions and techniques such as options pricing models are used to determine fair value. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized. Receivables Trade receivables, other receivables and long term receivables are presented net of allowances for doubtful balances. If trade accounts receivable become uncollectible, they are charged as an operating expense. Losses from uncollectible receivables are accrued when collection of the invoiced revenues is not assured. We make a judgment with regards to whether or not this should be recognized as income and if collection is not reasonably assured, no revenue will be recognized until cash has been received. These conditions are considered in relation to individual receivables or in relation to groups of similar types of receivables. Interest income on interest bearing receivables is recognized on an accrual basis using prevailing contractual interest rates. Inventories Inventories, which are comprised principally of fuel and lubricating oils, are stated at the lower of cost and net realizable value. Cost is determined on a first-in, first-out basis. Vessels and depreciation Vessels are stated at cost less accumulated depreciation. Depreciation is calculated based on cost less estimated residual value, using the straight-line method, over the useful life of each vessel. The useful life of each vessel is deemed to be 25 years. The residual value is calculated by multiplying the lightweight tonnage of the vessel by the market price of scrap per tonne. The market price of scrap per tonne is calculated as the 10 year historical average up to the date we take ownership of the vessel, across the three main recycling markets (Far East, Indian sub-continent and Bangladesh). Residual values are reviewed annually. Vessels and equipment under capital lease We charter in certain vessels and equipment under leasing agreements. Leases of vessels and equipment, where we have substantially all the risks and rewards of ownership, are classified as capital leases. Each lease payment is allocated between liability and finance charges to achieve a constant rate on the capital balance outstanding. The interest element of the capital cost is charged to the Consolidated Statement of Operations over the lease period. Our one outstanding capital lease was acquired as a result of the Merger and recorded at fair value. Depreciation of vessels and equipment under capital lease is included within "Depreciation" in the consolidated statement of operations. Vessels and equipment under capital lease are depreciated on a straight-line basis over the vessels' remaining economic useful lives or on a straight-line basis over the term of the lease. The method applied is determined by the criteria by which the lease has been assessed to be a capital lease. Newbuildings The carrying value of the vessels under construction ("Newbuildings") represents the accumulated costs to the balance sheet date which we have had to pay by way of purchase installments and other capital expenditures together with capitalized interest and associated finance costs. No charge for depreciation is made until the vessel is available for use. Value of long term charter contracts We account for the fair value of acquired long term charter contracts, as either a separate asset or liability. The fair value is calculated as the net present value of the difference in cash flows arising over the period of the contract when the expected cash flows from the contract are compared to expected cash flows from comparable contracts at the acquisition date. An asset is recorded for contracts, which are favorable to us and a liability has been recorded for contracts, which are unfavorable to us. The amortization of time charter out contracts is recorded and presented under time charter revenues and the amortization of time charter in contracts is amortized and presented under charter hire expenses in the consolidated statement of operations. Equity method investments Investments in companies over which we have the ability to exercise significant influence but do not control are accounted for using the equity method. We record our investments in equity-method investees in the consolidated balance sheets as "Investment in associated companies" and our share of the investees' earnings or losses in the consolidated statements of operations as "Share in results of associated companies". The excess, if any, of purchase price over book value of our investments in equity method investees is included in the accompanying consolidated balance sheets in "Investment in associated companies". The carrying values of equity method investments are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may no longer be recoverable. Such indicators may include depressed spot rates and depressed second hand vessel values. We assess recoverability of the carrying value of each individual equity method investments by estimating the fair value of the net assets of the company. An impairment loss is recorded equal to the difference between the investments carrying value and fair value. Fair value of investment is estimated based on values achieved for the sale/purchase of similar vessels and appraised valuations of the investments underlying assets. Borrowings - loan amendments Short term obligations that we intend to refinance on a long term basis when the intent to refinance is supported by the ability to consummate the refinancing, are classified as long term liabilities at the balance sheet date. This is demonstrated by either a post balance sheet issuance of a long term obligation before the balance sheet is issued or when we enter into a financing agreement which clearly permits us to refinance the obligation on a long term basis, on terms that are readily determinable. If the Company enters into a financing agreement, the agreement must not expire within one year of the balance sheet date, no violations of any provisions of the financing agreement should have occurred at the balance sheet date or before the balance sheet is issued and the prospective lender or investor who has entered into the financing agreement should be to be financially capable of honoring the agreement. Convertible bond In January 2014, the Former Golden Ocean issued a $200 million convertible bond, which we assumed at the time of the Merger. It includes a loan component and an option to convert the loan to shares, which has not been bifurcated from the loan component and accounted for separately as it is indexed to our shares and would be classified as shareholders equity if it were a free standing derivative. The fair value of the convertible bond was determined to be $161.2 million at the time of the Merger based on the quoted price of 80.6%. The difference of $38.8 million is being amortized over the remaining life of the bond, and recorded as interest expense. A reacquisition of our outstanding debt securities is considered an extinguishment and the difference between the reacquisition price of debt and the net carrying amount of the extinguished debt is recognized in the income statement. Deferred charges Loan costs, including debt arrangement fees, are capitalized and amortized on a straight-line basis over the term of the relevant loan. The straight line basis of amortization approximates the effective interest method. If a loan is repaid early, any unamortized portion of the related deferred charges is charged against income in the period in which the loan is repaid. Amortization of deferred charges is included in interest expense, and prior year's numbers in 2016 and 2015 have been revised to conform with current presentation. In 2016 and 2015, $1.3 million and $0.1 million, respectively, was previously included in other financial items and have been reclassified to interest expense. Debt issuance costs are presented in the balance sheet as a direct deduction from the carrying amount of the related debt. Distributions to shareholders Distributions to shareholders are applied first to retained earnings. When retained earnings are not sufficient, distributions are applied to the contributed capital surplus account. Stock-based compensation Share Options Scheme Stock based compensation represents the cost of vested and non-vested shares and share options granted to employees and to directors, for their services, and is included in “General and administrative expenses” in the consolidated statements of operations. The fair value of share options grants is determined with reference to option pricing models, and depends on the terms of the granted options. The fair value is recognized (generally as compensation expense) over the requisite service period for all awards that vest based on the ’straight-line method’ which treats such awards as a single award and results in recognition of the cost ratably over the entire vesting period. Restricted Stock Units (RSUs) We account for 50% of the RSUs issued to the directors as equity classified awards and we account for the remaining 50% as liability classified awards. We account for the RSUs issued to the management companies as liability classified awards. The fair value of an equity instrument issued to a non-employee is measured by using the stock price and other measurement assumptions as of the date at which either (i) a commitment for performance by the counterparty has been reached; or (ii) the counterparty's performance is complete. This criterion is not considered to be met in the absence of considerable evidence, and liability accounting is applied with a re-measurement at each period end date. We have obtained a right to receive future services in exchange for unvested, forfeitable equity instruments, and the fair value of the equity instruments does not create equity until the future services are received (i.e. the instruments are not considered issued until they vest). We expense the fair value of RSUs issued to employees on a straight line basis over the period the awards vest. Transactions subject to common control and effect of acquisition from shareholder The acquisition of 12 special purpose companies, each owning one newbuilding contract, from Frontline 2012 in March 2015 is recorded at historical carrying values as the transaction was determined to be between entities under common control and the difference of $59.7 million between the aggregate consideration paid by us and the historical carrying values recognized by Frontline 2012 has been recorded as additional contributed capital surplus. Other comprehensive income/(loss): The statement of other comprehensive income/(loss) presents the change in equity (net assets) during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by shareholders and distributions to shareholders. Reclassification adjustments are presented out of accumulated other comprehensive income/(loss) on the face of the statement in which the components of other comprehensive income/(loss) are presented or in the notes to the financial statements. The Company follows the provisions of ASC 220 “Comprehensive Income”, and presents items of net income/(loss), items of other comprehensive income/(loss) (“OCI”) and total comprehensive income/(loss) in two separate and consecutive statements. |
RECENTLY ISSUED ACCOUNTING STANDARDS |
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New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENTLY ISSUED ACCOUNTING STANDARDS | RECENTLY ISSUED ACCOUNTING STANDARDS Accounting Standards Updates, not yet adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. This update establishes a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. We have concluded that, under ASC 606, voyage charter revenue will continue to be recognized over time, however the period over which it is recognized will change from discharge-to-discharge to load-to-discharge.We believe that performance obligations under a voyage charter begin to be met from the point at which a cargo is loaded until the point at which a cargo is discharged. While this represents a change in the period over which revenue is recognized, the total voyage results recognized over all periods would not change, however, each period’s voyage results could differ materially from the same period’s voyage results recognized based on the present revenue recognition guidance. We expect to recognize an increase in the retained deficit of approximately $10 million on January 1, 2018 related to the timing of revenue recognition based on the change to the load-to-discharge method. The new guidance also specifies revised treatment for certain contract related costs, being either incremental costs to obtain a contract, or cost to fulfill a contract. Under the new guidance, an entity shall recognize as an asset the incremental costs of obtaining a contract with a customer if the entity expects to recover those costs. The guidance also provides a practical expedient whereby an entity may recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. Cost to fulfill a contract must be capitalized if they meet certain criteria. We are in the process of assessing the impact of this change on its consolidated financial statements. We have elected to apply the modified retrospective approach. Upon adoption, we will recognize the cumulative effect of adopting this guidance as an adjustment to its opening balance of retained earnings as of January 1, 2018. Prior periods will not be retrospectively adjusted. In January 2016, the FASB issued ASU 2016-01 Financial instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement for to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. The amendments in this update will affect us for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Upon adoption of the standard, we expect that the standard may impact how we present the change in the fair value of our marketable securities in our consolidated statements of operations. As of December 31, 2017, our marketable securities had an unrealized gain of $5.3 million classified under other comprehensive income. In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842), which requires lessees to recognize most leases on the balance sheet. This is expected to increase both reported assets and liabilities. For public companies, the standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2018, although early adoption is permitted. Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. Management is analyzing the impact of the adoption of this guidance on the Company’s consolidated financial statements, including assessing changes that might be necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting. Management expects that we will recognize increases in reported amounts for property, plant and equipment and related lease liabilities upon adoption of the new standard. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises guidance for the accounting for credit losses on financial instruments within its scope. The new standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments and modifies the impairment model for available-for-sale debt securities. The guidance will be effective January 1, 2020, with early adoption permitted. Entities are required to apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. We are in the process of evaluating the impact of this standard update on our consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. The update provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for the Company for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The amendments in this Update should be applied prospectively to an award modified on or after the adoption date. We do not expect the adoption of ASU 2017-01 to have a material impact on our consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of cash flows (Topic 230): Classification of certain cash receipts and cash payments. This ASU addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The amendments in this Update are effective for the Company for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments in this Update should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. Other than presentation, we do not expect the adoption of this standard to have a material impact on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of cash flows (Topic 230): Restricted Cash. The new standard requires that the statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The amendments in this Update are effective for the Company for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments in this Update should be applied using a retrospective transition method to each period presented. Upon adoption of the standard, we expect restricted cash being reclassified as a component of cash, cash equivalents and restricted cash in the Consolidated Statements of Cash Flows. As of December 31, 2017 we have $63.0 million in restricted cash. Accounting Standards Updates, recently adopted In July 2015, the FASB issued ASU 2015-11-Inventory (Topic 330)-Simplifying the Measurement of Inventory, which applies to inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of this update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in this update more closely align the measurement of inventory in GAAP with the measurement of inventory in IFRS. The adoption of ASU 2015-11 has not had a material impact on our consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-07, Investments-Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. The update eliminates the requirement that an investor retrospectively apply equity method accounting when an investment that it had accounted for by another method initially qualifies for use of the equity method. The adoption of ASU 2016-07 has not had a material impact on our consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The update simplifies the accounting for share based payment transactions. The adoption of ASU 2016-09 has not had a material impact on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017- 01 Business Combinations (Topic 805): Clarifying the Definition of a Business. The update introduces a screen to determine when an integrated set of assets and activities does not constitute a business. As under the screening mechanisms of the update, future transactions in relation to an integrated set of assets and activities are more likely to qualify as asset acquisitions as opposed to business combinations. The adoption of ASU 2017-01 has not had a material impact on our consolidated financial statements and related disclosures. |
MERGER WITH THE FORMER GOLDEN OCEAN |
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MERGER WITH THE FORMER GOLDEN OCEAN | MERGER WITH THE FORMER GOLDEN OCEAN The Transaction On March 31, 2015, we merged with the Former Golden Ocean, a dry bulk shipping company based in Bermuda and listed on the OSE that mainly operated Capesize, Panamax and Ultramax vessels, and our name was changed to Golden Ocean Group Limited. Shareholders in the Former Golden Ocean received our shares as merger consideration. Pursuant to the Merger Agreement, one share in the Former Golden Ocean gave the right to receive 0.13749 of our shares, and we issued a total of 12,300,090 shares to shareholders in the Former Golden Ocean as merger consideration. Accounting for the Merger The Merger was accounted for as a business combination using the acquisition method of accounting under the provisions of ASC 805, with us selected as the accounting acquirer under this guidance. The factors that were considered in determining that we should be treated as the accounting acquirer were the relative voting rights in the combined company, the composition of the board of directors in the combined company, the relative sizes of us and the Former Golden Ocean, the composition of senior management of the combined company and the name of the combined company. Management considered that the relative voting rights in the combined company and the composition of the board of directors in the combined company were the most significant factors in determining us as the accounting acquirer. The value of the consideration paid was calculated as follows:
The following represents the calculation of the bargain purchase gain arising on consolidation based on management's final allocation of the total purchase price to the assets acquired and liabilities assumed:
As the fair value of the net assets acquired and liabilities assumed exceeded the total value of consideration paid, a bargain purchase gain of $78.9 million was recorded in the consolidated statement of operations. We consider that the bargain purchase gain is primarily attributable to the fall in our share price from the date we and the Former Golden Ocean entered into the Merger Agreement until the date the Merger was completed. On October 7, 2014, the date we and the Former Golden Ocean entered into the Merger Agreement, our closing share price was $7.85 and would have resulted in a fair value of shares issued of $482.3 million as compared to $307.2 million on March 31, 2015. Vessels and equipment, net The 29 vessels acquired were valued at fair value separately from the attached time charter contracts. Vessels were valued at fair value (level 2) based on the average of broker valuations from two different ship broker companies The brokers assessed each vessel based on, amongst other, age, yard, deadweight and capacity, and compare this to market transactions. For vessels we agreed to sell in April 2015 (Channel Alliance, Channel Navigator, Golden Zhoushan, Golden Beijing and Golden Magnum) the sales price was used. The fair value of the vessels less estimated residual value is depreciated on a straight-line basis over the vessels' estimated remaining economic useful lives in accordance with Company's existing policy. Vessels acquired with existing time charters The value of a time charter acquired with a vessel was recognized separately to the value of the vessel. These contracts were fair valued (level 3) using an 'excess earnings' technique where the terms of the contract are assessed relative to current market conditions. The values of the contract related intangibles were determined by means of calculating the incremental or decremental cash flows arising over the life of the contracts compared with contracts with terms at prevailing market rates. This gave rise to a favorable contract asset in respect of vessels chartered out and an unfavorable contract liability in respect of the vessels chartered in. The favorable contracts had remaining terms of ten months to 7.5 years at the time of the merger and the unfavorable contracts had remaining terms of three months to ten years. The fair value is amortized over the period of the contract on a straight line basis, except for the value of a contract of affreightment, which is amortized to reflect the timing of the expected economic benefit. Newbuildings The four newbuildings were valued at fair value (level 2) by estimating the market values for newbuilding contracts, this was the same process as for assessing the value of vessels. The valuation was based on the sales price for the completed vessel, not for the shipbuilding contract. The fair value was calculated as the estimated fair value of a completed vessel less the remaining committed capital expenditure for the vessel. Vessels under capital lease Leases of vessels, where we had substantially all the risks and rewards of ownership, were classified as capital leases. We acquired two vessels under capital lease as a result of the Merger, both of which were leased from unrelated third parties. The leasehold interest in these capital leased assets was recorded at fair value (level 3) based on the discounted value of the expected cash flows for the leasehold interest. Capital lease obligations The obligations under these capital leases were recorded at fair value (level 3) based on the net present value of the contractual lease payments. Equity method investments The fair value of the investment in associated companies equated to book value with the exception of the investment in Golden Opus Inc. As Golden Opus Inc. owned one vessel, the fair value of the company included a fair value adjustment based on broker values following the same process for assessing the value of owned vessels. This would be considered a level 3 assessment. Convertible bond While quoted market prices were not always available, the bonds traded "over the counter" and the fair value of the bonds was based on the market price on offer at the merger date (level 2). Other In April 2015, we received $40.1 million being the final outstanding amount in relation to the cancellation of newbuilding contracts by the Former Golden Ocean at Jinhaiwan. This amount was included in 'other current assets' in the purchase price allocation on March 31, 2015 and had no impact on the consolidated statement of operations. The consolidated statement of operations for 2015 included revenues of $113.9 million and a net loss of $96.7 million, which are attributable to the Former Golden Ocean. Unaudited Pro Forma Results The following unaudited pro forma financial information presents the combined results of operations of the Company and the Former Golden Ocean as if the Merger had occurred as of the beginning of 2015. The pro forma financial information is not intended to represent or be indicative of the consolidated results of operations or financial condition of the Company that would have been reported had the acquisition been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial condition of the Company.
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INCOME TAXES |
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Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Bermuda We were incorporated in Bermuda. Under current Bermuda law, we are not required to pay taxes in Bermuda on either income or capital gains. We have received written assurance from the Minister of Finance in Bermuda that, in the event of any such taxes being imposed, we will be exempted from taxation until March 31, 2035. United States We do not accrue U.S. income taxes as we are not engaged in a U.S. trade or business and are exempted from a gross basis tax under Section 883 of the U.S. Internal Revenue Code. A reconciliation between the income tax expense resulting from applying the U.S. Federal statutory income tax rate and the reported income tax expense has not been presented herein as it would not provide additional useful information to users of the financial statements as our net income is subject to neither Bermuda nor U.S. tax. Singapore We participate in the tax scheme in Singapore. All qualified shipping income derived from the shipping activity in our Singapore subsidiary is exempt from taxation for the duration of the Approved International Shipping Enterprise (AIS) approval. The AIS approval was in June 2015 for a period of ten years. Other Jurisdictions Our subsidiary in Norway is subject to income tax. The tax paid by our subsidiary in Norway is not material. We do not have any unrecognized tax benefits, material accrued interest or penalties relating to income taxes. Based upon review of applicable laws and regulations, and after consultation with counsel, we do not believe we are subject to material income taxes in any jurisdiction. |
SEGMENT INFORMATION |
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Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Our chief operating decision maker, or the CODM, measures performance based on our overall return to shareholders based on consolidated net income. The CODM does not review a measure of operating result at a lower level than the consolidated group and we only have one reportable segment. Our vessels operate worldwide and therefore management does not evaluate performance by geographical region as this information is not meaningful. For the year ended December 31, 2017, one customer accounted for 10 percent or more of our consolidated revenues in the amounts of $59.7 million. For the year ended December 31, 2016, two customers each accounted for 10 percent or more of our consolidated revenues in the amount of $34.5 million and $27.1 million, respectively. For the year ended December 31, 2015, one customer accounted for 10 percent or more of our consolidated revenues in the amount of $28.0 million. |
EARNINGS PER SHARE |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EARNINGS PER SHARE | EARNINGS PER SHARE The components of the numerator and the denominator in the calculation of basic and diluted earnings per share are as follows:
The exercise of share options using the treasury stock method was anti-dilutive as of December 31, 2017, 2016 and 2015, as the Company reported a net loss for the years then ended. Therefore, as of December 31, 2017, 2016 and 2015, 324,338, 84,000 and 76,200 shares, respectively, were excluded from the denominator in each calculation. The conversion of the convertible bonds using the if-converted method was anti-dilutive as of December 31, 2017, 2016 and 2015, as the Company reported a net loss for the years then ended. Therefore, as of December 31, 2017, 2016 and 2015, 2,264,173, 2,268,860 and 2,007,025 shares, respectively, were excluded from the denominator in each calculation. |
GAIN (LOSS) ON SALE OF ASSETS AND AMORTIZATION OF DEFERRED GAINS |
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Gain/(Loss) on sale of assets and deferred gains [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GAIN (LOSS) ON SALE OF ASSETS AND AMORTIZATION OF DEFERRED GAINS | GAIN (LOSS) ON SALE OF ASSETS AND AMORTIZATION OF DEFERRED GAINS
In September 2017, we entered into agreements to sell six Ultramax vessels (Golden Libra, Golden Virgo, Golden Taurus, Golden Gemini, Golden Aries and Golden Leo). In the fourth quarter of 2017, we agreed to a partial settlement for one of these vessels in the form of consideration shares in the buyer. In the aggregate, the consideration received consisted of $135.1 million in cash and 910,802 consideration shares in the buyer. The value of the consideration shares in the buyer was $7.4 per share at the date of completion of the sale. The six vessels were delivered in the fourth quarter of 2017 and the Company recorded a net loss of $0.6 million upon completion of the sales. In August 2016, we sold Golden Lyderhorn, a 1999-built Panamax classified as a vessel held under capital lease, and a loss on the sale of $9.0 thousand was recorded as a result of previous impairment. In February 2016 and October 2016, we completed the sale of Front Caribbean and Front Mediterranean and gains of $68.0 thousand and $13.0 thousand were recorded, respectively. In November 2015, we entered into an agreement with New Times Shipbuilding Co. Ltd in China to convert two Capesize dry bulk newbuildings to Suezmax oil tanker newbuildings, with expected delivery in the first quarter of 2017. On November 23, 2015, we agreed to sell these newbuilding contracts to Frontline for $1.9 million. The sale was completed on December 31, 2015 and we recognized a loss of $8.9 million. In April 2015, we agreed to the sale of four newbuilding Capesize vessels; two of the vessels (Front Atlantic and Front Baltic) were sold in August 2015 and November 2015, respectively, and we recorded a loss of $2.2 million and a gain of $0.1 million, respectively. |
IMPAIRMENT OF VESSELS AND NEWBUILDINGS |
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Property, Plant and Equipment Impairment or Disposal [Abstract] | |
IMPAIRMENT OF VESSELS AND NEWBUILDINGS | IMPAIRMENT OF VESSELS AND NEWBUILDINGS In 2017, we entered into agreements to sell six Ultramax vessels for a gross sale price of $142.5 million, consisting of $135.1 million in cash and 910,802 consideration shares in the buyer. We recorded an impairment loss of $1.1 million, corresponding to the difference between the carrying value and estimated fair value of the vessels based on the sales agreements. In 2016, we entered into an agreement to sell the Golden Lyderhorn, a vessel held under capital lease, and recorded an impairment loss of $1.0 million thereon. The loss corresponded to the difference between the carrying value and estimated fair value of the vessel as at June 30, 2016 following an impairment review that was triggered by the likelihood to dispose the vessel prior to the end of its useful life. The sale was subsequently concluded and the vessel was delivered to its new owner in August 2016. In 2015, we determined that the carrying value of the related asset for Golden Lyderhorn, a vessel held under capital lease, was not fully recoverable. An impairment review was triggered by a significant fall in rates in the Baltic Dry Index. We recorded an impairment loss of $4.5 million, being the difference between the carrying value and estimated fair value of our leasehold interest based on the discounted expected future cash flows from the leased vessel. Also in 2015, we recorded an impairment loss of $7.1 million on three Capesize newbuildings (Front Baltic, Front Caribbean and Front Mediterranean), which we agreed to sell, together with Front Atlantic, to a third party upon their completion and delivery to us. The loss recorded was equal to the difference between the carrying value plus expected costs to complete the three newbuildings and estimated fair value. In 2015, we agreed to the sale of four newbuilding Capesize vessels; two of vessels (Front Atlantic and Front Baltic) were delivered in 2015, and a loss of $2.2 million and a gain of $0.1 million, respectively, were recorded. In 2015, we recorded an impairment loss of $141.0 million on five Capesize vessels relating to KSL China ($20.5 million), Battersea ($38.3 million), Belgravia ($34.2 million), Golden Future ($27.5 million) and Golden Zhejiang ($20.5 million). The loss recorded was equal to the difference between the carrying value and estimated fair value of the vessels. Also in 2015, we agreed to sell and lease back these vessels. The vessels were delivered in 2015. |
LEASES |
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Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LEASES | LEASES As of December 31, 2017, we leased in eight (2016: eight vessels) from Ship Finance and one vessel (2016: one vessel) from third parties. All of these vessels are leased under long-term time charters which are classified as operating leases. Charterhire and office rent expense The future minimum operating lease expense payments under our non-cancelable operating leases as of December 31, 2017 are as follows:
The future minimum operating lease expense payments are based on the contractual cash outflows under non-cancelable contracts. The charter hire expense recognition is based upon the straight-line basis, net of amortization of unfavorable time charter contracts. As of December 31, 2017, the future minimum rental payments include $0.9 million (2016: $1.2 million) in relation to office rent expenses and $311.2 million (2016: $345.5 million) in relation to charter hire expenses for leased in vessels. During 2017, 2016 and 2015, the charter hire expense under operating leases, net of amortization of unfavorable time charter contracts-in were as follows:
With reference to Note 28, in April 2015 we agreed to a sale and leaseback transaction with Ship Finance for eight Capesize vessels that were time chartered-in by one of our subsidiaries for a period of ten years. The daily time charter rate is $17,600 during the first seven years and $14,900 in the remaining three years, of which $7,000 is for operating expenses (including dry docking costs). In addition, 33% of our profit from revenues above the daily time charter rate for all eight vessels aggregated will be calculated and paid on a quarterly basis to Ship Finance. In addition, the daily hire payments will be adjusted if the actual three month LIBOR should deviate from a base LIBOR of 0.4% per annum. For each 0.1% point increase/decrease in the interest rate level, the daily charter hire will increase or decrease by $50 per day in the first seven years and $25 per day in the remaining three years. We have a purchase option of $112 million en-bloc after 10 years and, if such option is not exercised, Ship Finance has the option to extend the charters by three years at $14,900 per day. The minimum lease period has been assessed to 13 years. Contingent rental income recorded in 2017, 2016 and 2015 as a reduction in charter hire expense was $1.15 million, $0.41 million and $0.02 million, respectively. We acquired two long term chartered-in vessels, accounted for as operating leases, as a result of the Merger. One vessel was redelivered in June 2015. Rental income As of December 31, 2017, we leased out 10 vessels on fixed time charter rates (2016 : six vessels) and fifteen vessels (2016 : ten vessels) on index-linked time charter rates to third parties with initial periods ranging between one year and ten years. All of these leases are classified as operating leases. The future minimum operating lease revenue receipts under our non-cancelable fixed rate operating leases as of December 31, 2017 are as follows:
The future minimum operating lease revenue receipts are based on the contractual cash inflows under non-cancelable contracts. The charter hire revenue recognition is based upon the straight-line basis, net of amortization of favorable time charter contracts. As of December 31, 2017, the cost and accumulated depreciation of the twenty-four owned vessels and the one vessel held under capital lease, which were leased out to third parties, were $1,254.8 million and $103.3 million, respectively. As of December 31, 2016, the cost and accumulated depreciation of the fifteen owned vessels and the one vessel held under capital lease, which were leased out to third parties, were $771.1 million and $58.2 million, respectively. |
MARKETABLE SECURITIES |
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Marketable Securities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
MARKETABLE SECURITIES | MARKETABLE SECURITIES Our marketable securities are equity securities considered to be available-for-sale securities.
In the third quarter of 2017, we entered into agreements to sell six Ultramax vessels to a company listed on a U.S. stock exchange. For one of the vessels we agreed to a partial settlement in the form of 910,802 consideration shares in the buyer. The cost price and fair value as of December 31, 2017 was $6.7 million for these shares. As of December 31, 2017, the fair value of our total investments in this company was $16.3 million. During 2016, we sold $0.3 million of our investment in a company listed on a U.S. stock exchange., for cash proceeds of $0.1 million and realized a loss on the sale of $0.2 million. We recorded a net unrealized loss of $6.3 million of which $8.5 million was concluded as other-than-temporary impairment loss. The fair value of this investment as of December 31, 2016 was $6.5 million. During 2015, we made a $32.2 million investment in the company and we recorded a net unrealized loss determined as other-than-temporary impairment loss of $19.1 million. The fair value of this investment at December 31, 2015 was $13.1 million. During 2015 and as a result of the Merger, we acquired an investment of $5.7 million in a company listed on the Norwegian 'over the counter' market. In 2017, the company sold its assets and in the aggregate we received a total $1.6 million in distributions from the company. As of December 31, 2017, we do not hold any investment in the company. During 2016, we recorded a net unrealized loss determined as other-than-temporary impairment loss of $1.5 million. The fair value of this investment at December 31, 2016 was nil. In 2015, we recorded a net unrealized loss determined as other-than-temporary impairment loss of $4.2 million. The fair value of this investment at December 31, 2015 was $1.5 million. |
TRADE ACCOUNTS RECEIVABLE, NET |
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TRADE ACCOUNTS RECEIVABLE, NET | TRADE ACCOUNTS RECEIVABLE, NET Trade accounts receivables are stated net of a provision for doubtful accounts. Movements in the provision for doubtful accounts in the three years ended December 31, 2017 are summarized as follows:
In June 2016, we received $1.7 million and $0.7 million as full settlement of claims for unpaid charter hire and damages for Mayfair and Camden, respectively; the two VLCC vessels that had their charters were terminated in 2012. The settlement related to unrecognized bareboat charter revenue in respect to services rendered in the year ended December 31, 2011 and the aggregate $2.4 million was presented as such on the statement of operations. Trade accounts receivable of $7.0 million and a provision for doubtful accounts in the same amount were written off. |
OTHER RECEIVABLES |
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OTHER RECEIVABLES | OTHER RECEIVABLES
Other receivables are presented net of allowances for doubtful accounts amounting to nil and nil as of December 31, 2017 and December 31, 2016. |
VALUE OF CHARTER PARTY CONTRACTS |
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VALUE OF CHARTER PARTY CONTRACTS | VALUE OF CHARTER PARTY CONTRACTS The value of charter-out contracts is summarized as follows:
In connection with the acquisition of vessels from Quintana in 2017, we acquired certain time charter-out contracts. The contracts were valued to net negative $3.1 million and were fully amortized as of December 31, 2017. Time charter revenues in 2017, 2016 and 2015 have been reduced by $19.3 million, $27.3 million and $23.7 million, respectively, as a result of the amortization of charter-out contracts. The value of charter-out contracts will be amortized as follows:
The value of charter-in contracts is summarized as follows:
The current and non-current portion of the value of unfavorable charter-in contracts is recorded in other current liabilities and long term liabilities, respectively. Charterhire expenses in 2017, 2016, and 2015, have been reduced by $0.7 million, $0.7 million and $1.4 million, respectively, as a result of the amortization of unfavorable charter-in contracts. The value of unfavorable charter-in contracts will be amortized as follows:
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VESSELS AND EQUIPMENT, NET |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
VESSELS AND EQUIPMENT, NET | VESSELS AND EQUIPMENT, NET
At December 31, 2017, we owned three Newcastlemaxes, 29 Capesizes, 28 Panamaxes and two Ultramaxes (at December 31, 2016: two Newcastlemaxes, 20 Capesizes, 18 Panamaxes and six Ultramaxes). In October 2017 and with reference to Note 28, we agreed to acquire two modern Capesize vessels from Hemen, our largest shareholder, with a purchase price of $43.0 million for each vessel. As settlement of the purchase price for each vessel, we entered into seller's credit loans with an affiliate of Hemen for $21.5 million, respectively. The remaining part of the purchase price consisted of $4.5 million of cash and 2,000,000 of newly-issued common shares of the Company. In November 2017, one of the vessels was delivered to us and $40.7 million was capitalized in purchase price for the vessel. Refer to Note 32 for the delivery of the second vessel. In March 2017, we entered into agreements to acquire 16 dry bulk vessels in transactions where we would issue in aggregate 17.8 million consideration shares and assume debt of $285.2 million. Of the 16 acquired vessels, 14 were acquired from subsidiaries of Quintana and two Panamax vessels were acquired from affiliates of Hemen. The vessels acquired from Quintana consisted of one Newcastlemax, five Capesizes and eight Panamaxes. The 14 vessels acquired from Quintana were subsequently renamed Golden Gayle, Golden Houston, Golden Kaki, Golden Amreen, Golden Anastasia, Golden Myrtalia, Golden Deb, Golden Sue, Golden Kennedy, Golden Jake, Golden Arion, Golden Ioanari, Golden Keen and Golden Shea were delivered between April and July 2017. In exchange for the 14 vessels acquired from Quintana, we issued an aggregate of 14.5 million shares as consideration to Quintana and associated companies. We also assumed $262.7 million in debt and prepaid $17.4 million in installments of this debt. In aggregate, we capitalized $363.4 million in the purchase price for the 14 vessels. In connection with the acquisition of vessels from Quintana in 2017, we acquired certain time charter-out contracts. The contracts were valued to net negative $3.1 million and were fully amortized as of December 31, 2017. In exchange for the two Panamax vessels acquired from affiliates of Hemen, subsequently renamed Golden Amber and Golden Opal and delivered in June 2017, we issued an aggregate of 3.3 million shares as consideration to Hemen and assumed seller's credits of an aggregate of $22.5 million. In the aggregate, we capitalized $43.1 million in the purchase price for the two vessels. In September 2017, we entered into agreements to sell six Ultramax vessels, Golden Libra, Golden Virgo, Golden Taurus, Golden Gemini, Golden Aries and Golden Leo, for a gross sale price of $142.5 million. For one of the vessels we agreed to a partial settlement in the form of consideration shares in the buyer. In the aggregate, the consideration received consisted of $135.1 million in cash and 910,802 consideration shares in the buyer, with a market value of $7.4 per share upon completion of the sale. In the third quarter of 2017, we recorded an impairment loss of $1.1 million in connection with the sale. The vessels were delivered in the fourth quarter of 2017 and we recorded a net loss of $0.6 million upon completion of the sales. In September 2017, we took delivery of the Golden Nimbus, a Capesize newbuilding. The total construction cost transferred from newbuildings amounts to $50.7 million. In February 2017, we took delivery of the Golden Surabaya and Golden Savannah, two Capesize dry bulk newbuildings. The total construction cost transferred from newbuildings was $128.1 million. In January 2017, we took delivery of the Golden Virgo and Golden Libra, two Ultramax dry bulk newbuildings. The total construction cost transferred from newbuildings was $48.5 million. In October 2016, we took delivery of the Front Mediterranean, a Capesize dry bulk newbuilding. The total construction cost transferred from newbuldings amounts to $46.2 million. The vessel was sold upon delivery for sales proceeds of $46.3 million and we recognized a gain of $13.0 thousand. In August 2016, we took delivery of the Golden Leo, an Ultramax dry bulk newbuilding that was acquired as a result of the Merger. The total construction cost transferred from newbuldings was $26.0 million. In May 2016, we took delivery of the Golden Fulham, a Capesize dry bulk newbuilding that was purchased from Frontline 2012 Ltd. The total construction cost transferred from newbuldings was $52.9 million. In February 2016, we took delivery of the Front Caribbean, a Capesize dry bulk newbuilding. The total construction cost transferred from newbuldings was $46.1 million. The vessel was sold upon delivery for sales proceeds of $46.2 million and we recognized a gain of $68.0 thousand. In January 2016, we took delivery of the Golden Barnet and Golden Bexley, both Capesize dry bulk newbuildings and the Golden Scape and Golden Swift, both Newcastlemax dry bulk newbuildings. All of these newbuildings were purchased from Frontline 2012 Ltd. The total construction cost transferred from newbuildings was $254.1 million. Total depreciation expense was $78.1 million, $62.5 million and $51.6 million in 2017, 2016 and 2015, respectively. |
VESSELS UNDER CAPITAL LEASES, NET |
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VESSELS UNDER CAPITAL LEASES, NET | VESSELS UNDER CAPITAL LEASE, NET
Refer to Note 9 for further details related to impairment on Golden Lyderhorn in 2016. The outstanding obligations under capital leases at December 31, 2017 are payable as follows:
As of December 31, 2017, we held one vessel under capital lease (December 31, 2016: one vessel). The lease is for an initial term of 10 years. The remaining period of the lease at December 31, 2017 is three years (December 31, 2016: 4 years). As of December 31, 2017, we had the following purchase options for the one vessel:
Our lease obligation is secured by the lessor's title to the leased asset and by a guarantee issued to the lessor (Golden Eclipse). |
NEWBUILDINGS |
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Newbuildings | NEWBUILDINGS The carrying value of newbuildings represents the accumulated costs we have paid by way of purchase installments and other capital expenditures together with capitalized loan interest. The carrying value of newbuildings at December 31, 2017 relates to five Capesize dry bulk newbuildings (December 31, 2016: eight Capesize and two Ultramax dry bulk newbuildings). Movements in the two years ended December 31, 2017 are summarized as follows:
Refer to Note 32 for the delivery of the remaining five newbuildings. In September 2017, we took delivery of the Golden Nimbus, a Capesize newbuilding, and paid a final installment including agreed extras of $29.3 million. In February, 2017, we took delivery of the Golden Surabaya and Golden Savannah, two Capesize dry bulk newbuildings, and paid final installments including agreed extras of $67.7 million in total. In January 2017, we took delivery of the Golden Virgo and Golden Libra, two Ultramax dry bulk newbuildings, and paid final installments including agreed extras of $31.3 million in total. During 2017, we paid and capitalized in aggregate pre-delivery installments of $19.5 million and other capitalized costs of $4.7 million. In October 2016, we took delivery of the Front Mediterranean, a Capesize newbuilding. Upon delivery, the final installment including agreed extras of $33.5 million was paid. In August 2016, we took delivery of the Golden Leo, an Ultramax newbuilding. Upon delivery, the final installment including agreed extras of $15.7 million was paid. In May 2016, we took delivery of the Golden Fulham, a Capesize newbuilding. Upon delivery, the final installment including agreed extras of $41.5 million was paid. In February 2016, we took delivery of the Front Caribbean, a Capesize newbuilding. Upon delivery, the final installment including agreed extras of $33.4 million was paid. In January 2016, we took delivery of the Golden Barnet and Golden Bexley, both Capesize newbuildings, and Golden Scape and Golden Swift, both Newcastlemax newbuildings. Upon delivery, aggregate final installments including agreed extras of $112.6 million were paid. During 2016, we paid and capitalized in aggregate pre-delivery installments of $24.6 million and other capitalized costs $3.7 million. |
EQUITY METHOD INVESTMENTS |
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Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EQUITY METHOD INVESTMENTS | EQUITY METHOD INVESTMENTS As at December 31, the Company had the following participation in investments that are recorded using the equity method:
Movements in equity method investments for the years ended December 31, 2017 and 2016 are summarized as follows:
The following tables include summarized financial information provided by the equity investees including information for significant equity affiliates and the reconciliation of such information to the consolidated financial statements shown below:
*Calculation based on a percentage range between 21.25% and 25% **The table includes results for the full year 2015, but that these entities were acquired as a part of the merger which closed on March 31, 2015 and therefore the company’s share of results is only recorded for the period subsequent to the merger. In 2017, Golden Opus Inc. sold its only vessel to an unrelated third party and repaid its outstanding bank debt. Following these transactions, Golden Opus Inc. distributed $7.3 million in cash to each of the two joint venture partners, respectively. As of December 31, 2016 and 2015, Golden Opus had a $22 million senior secured term loan agreement with us as guarantor for 50% of the facility. In 2017, cash dividends received from equity method investees amounted to $7.6 million (2016: $0.3 million, 2015: $0.1 million). In April 2016, we purchased an additional 5,156 ordinary shares at par value of SG$1 in Seateam. The purchase increased the stake of the Company from 21.25% to 22.19%. The net asset value per share at the date of the purchase was $5.47 and resulted in a gain on purchase of $24 thousand recognized in other financial items. In March 2016, we contributed $0.8 million additional capital to Golden Opus Inc. As of March 31, 2016, we recorded an impairment loss of $2.2 million of the investment in Golden Opus Inc. following an impairment review triggered by the continuing fall in rates in the Baltic Dry Index. The loss recorded corresponded to the difference between the carrying value prior to the impairment of $5.3 million and its estimated fair value of $3.1 million. In February 2016, Golden Union Shipping Co S.A. equally transferred its 20% stake in CCL to the remaining four joint venture partners (Bocimar International NV, C Transport Holding Ltd, Star Bulk Carrier Corp and the Company). The Company's initial investment in Capesize Chartering and subsequent share of results is insignificant at December 31, 2017. As of December 31, 2015, we recorded an impairment loss of $4.6 million of the investment in Golden Opus Inc. following an impairment review that was triggered by the significant fall in rates in the Baltic Dry Index. The loss recorded is equal to the difference between the carrying value prior to the impairment of $9.6 million and its estimated fair value of $5.0 million. With reference to Note 28 and in February 2015, the Former Golden Ocean, Bocimar International NV, C Transport Holding Ltd, Golden Union Shipping Co S.A., and Star Bulk Carriers Corp. announced the formation of a new joint venture company, Capesize Chartering Ltd. We acquired the Former Golden Ocean's 20% interest in Capesize Chartering upon completion of the Merger and allocated nil value to the shares. |
OTHER LONG TERM ASSETS |
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Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER LONG TERM ASSETS | OTHER LONG TERM ASSETS
With reference to Note 28, in the third quarter of 2015 eight vessels were sold and leased back from Ship Finance for a period of 10 years. The daily time charter rate is $17,600 during the first seven years and $14,900 in the remaining six years, including the three years optional period of the vessel owner. We have straight lined the total charterhire expense over the lease term of 13 years. An amount of $3.7 million was credited to charterhire expenses in 2017 (2016: $5.2 million), with the corresponding asset presented as part of other long term assets. We will begin to amortize this asset when the daily charter hire rate reduces in the third quarter of 2022. The seller's credit receivable originates from a sale of a vessel in 2009. In 2016, the Company renegotiated the principal amount of the asset to $3.0 million and its repayment profile, with the interest rate set to 1% and the maturity date to December 31, 2019. As a result, the asset was re-measured at $3.0 million and a provision for uncollectible receivables of $1.8 million was recognized and subsequently written off. In 2017, 2016 and 2015, the Company recognized total interest income of $0.2 million, $0.2 million and $0.6 million, respectively As of December 31, 2017, the outstanding seller's credit receivable falls due as follows:
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DEBT |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DEBT | DEBT
Movements in 2017 and 2016 are summarized as follows:
In October 2017, we terminated the amended terms agreed with our lenders in February 2016, as further described below, related to the $420.0 million term loan facility, $425.0 million senior secured post-delivery term facility, $33.9 million credit facility, $82.5 million credit facility and the $284.0 million credit facility. New Loan Facilities Related to the Quintana Acquisition In 2017, we acquired 14 vessels from Quintana. The vessels were acquired by a newly-established wholly-owned non-recourse subsidiary. In connection with the acquisition we assumed obligations of $262.7 million under three new loan facilities. According to the agreements with the lenders of the acquired vessels, we agreed to make a $17.4 million pre-payment of the debt in exchange for no mandatory debt repayment until July 2019. In the period prior to July 2019, a cash sweep mechanism is put in place whereby if certain conditions are met, we will pay down on the deferred repayment amount of $40.6 million. The cash sweep is calculated semi-annually with first potential payment following the end of the first quarter of 2018. The average interest rate of the debt assumed in connection with the acquisition of the vessels from Quintana is LIBOR plus 3.1% margin and ordinary debt repayments, following the end of the waiver period in July 2019, will amount to $5.8 million per quarter. Pursuant to the loan agreements, our wholly-owned non-recourse subsidiary, which owns the acquired vessels is prohibited from paying dividends to us. During the repayment holiday period through June 2019, we are required under the loan agreements to satisfy financial covenants including $10 million minimum cash and 105% minimum value covenant. Thereafter, the financial covenants under these loans will include 25% market adjusted equity, $10 million minimum cash and 125-135% minimum value covenant. $102.7 million credit facility We assumed this debt of $102.7 million, net of a $6.4 million prepayment, as a result of the acquisition of five vessels from Quintana in 2017. This facility financed five vessels and bears interest of LIBOR plus a margin of 3.0%. Repayments are made on a quarterly basis from the third quarter of 2019 onward. Two of the tranches under the facility mature in January 2020, with a balloon payment of in total $28.0 million. The remaining three tranches mature in October 2021 with balloon payments of in total $60.2 million. As of December 31, 2017, $102.7 million was outstanding under this facility and there was no available, undrawn amount. As of December 31, 2017, this facility was secured by two of our Capesize vessels and three Panamax vessels. $73.4 million credit facility We assumed this debt of $73.4 million as a result of the acquisition of five vessels from Quintana in 2017. This facility financed five vessels and bears interest of LIBOR plus a margin of 3.25%. Repayments are made on a quarterly basis from the third quarter of 2019 onward. Four of the tranches under the facility mature in December 2019, with an aggregated balloon payment of $39.4 million and the fifth tranche matures in January 2022 with a balloon payment of $21.6 million. During 2017, $5.7 million was repaid under this facility. As of December 31, 2017, $67.7 million was outstanding under this facility and there was no available, undrawn amount. As of December 31, 2017, this facility was secured by one of our Capesize vessels and four Panamax vessels. $80.2 million credit facility We assumed this debt of $80.2 million as a result of the acquisition of four vessels from Quintana in 2017. This facility financed four vessels and bears interest of LIBOR plus a margin of in the range between 2.75% - 3.35% depending on the vessel. Repayments are made on a quarterly basis from the third quarter of 2019 onward. One of the tranches under the facility matures in October 2019, with a balloon payment of $11.1 million, two of the tranches mature in November 2019 with an aggregated balloon payment of $33.3 million and the fourth tranche matures in November 2021 with a balloon payment of $24.6 million. During 2017, $5.4 million was repaid under the facility. As of December 31, 2017, $74.8 million was outstanding under this facility and there was no available, undrawn amount. As of December 31, 2017, this facility was secured by one of our Newcastlemax vessels, two Capesize vessels and one Panamax vessel. $33.9 million credit facility We assumed this debt of $30.5 million as a result of the Merger. This facility financed two vessels and bears interest of LIBOR plus a margin of 2.75%. Repayments are made on a quarterly basis, each in an amount $0.6 million, with a balloon payment of $22.6 million on the final maturity date of May 27, 2018. The terms of the facility were amended on March 31, 2016, as described below. During 2017, $4.0 million (2016: $0.6 million) was repaid and there have been no draw downs (2016: nil). As of December 31, 2017, $24.3 million (2016: $28.3 million) was outstanding under this facility and there was no available, undrawn amount. As of December 31, 2016 $1.7 million in repayments was deferred and subsequently repaid in 2017. As of December 31, 2017, there were no deferred repayments under this facility following the termination of amended terms in October 2017, as described below. At December 31, 2017, this facility was secured by two (2016: two) of our Panamax vessels. $82.5 million credit facility We assumed this debt of $67.8 million as a result of the Merger. This facility financed six vessels and bears interest of LIBOR plus a margin of 2.75%. Repayments are made on a quarterly basis, each in an amount $1.2 million, with a balloon payment of $32.0 million on the final maturity date on October 31, 2018. The terms of the facility were amended on March 31, 2016, as described below. During 2017, $8.6 million (2016: $3.2 million) was repaid and there have been no draw downs (2016: nil). As of December 31, 2017, $35.7 million (2016: $44.4 million) was outstanding under this facility and there was no available, undrawn amount. As of December 31, 2016, $3.7 million in repayments was deferred and subsequently repaid in 2017. As of December 31, 2017, there were no deferred repayments under this facility following the termination of amended terms in October 2017, as described below. At December 31, 2017, this facility was secured by four (2016: four) of our Panamax vessels. $284.0 million credit facility We assumed this debt of $260.5 million as a result of the Merger. This facility financed 19 vessels and bears interest of LIBOR plus a margin of 2.0%. Repayments are made on a quarterly basis, each in an amount $4.0 million, with a balloon payment of $202.5 million on the final maturity date on December 31, 2019. The terms of the facility were amended on March 31, 2016, as described below. During 2017, $67.7 million (2016: $4.0 million) was repaid and there have been no draw downs (2016: nil). As of December 31, 2017, $190.9 million (2016: $258.5 million) was outstanding under this facility and there was no available, undrawn amount. As of December 31, 2016, $12.0 million in repayments was deferred and subsequently repaid in 2017. As of December 31, 2017, there were no deferred repayments under this facility following the termination of amended terms in October 2017, as described below. At December 31, 2017, this facility was secured by two (2016: two) of our Capesize vessels, 12 (2016: 12) Panamax vessels and two (2016: five) Ultramax vessels. $420.0 million term loan facility In June 2014, we entered into a term loan facility of up to $420.0 million, dependent on the market values of the vessels at the time of draw down, consisting of 14 tranches of up to $30.0 million to finance, in part, 14 newbuilding vessels. Each tranche is repayable by quarterly installments based on a 20-years profile from the delivery date of each vessel and all amounts outstanding shall be repaid on June 30, 2020. The facility has an interest rate of LIBOR plus a margin of 2.5%. In January 2016, following an accelerated repayment to comply with the minimum value covenant as of December 31, 2015, the quarterly repayment schedule was amended to $5.2 million, in total, for all 14 tranches. The terms of the facility was further amended on March 31, 2016, as described below. During 2017, $36.1 million (2016: $7.3 million) was repaid and there have been no draw downs (2016: nil). As of December 31, 2017, $352.4 million (2016: $388.5 million) was outstanding under this facility and there was no available, undrawn amount. As of December 31, 2016, $15.5 million in repayments was deferred and subsequently repaid in 2017. As of December 31, 2017, there were no deferred repayments under this facility following the termination of amended terms in October 2017, as discussed below. The facility is secured by 14 (2016: 14) of our Capesize vessels. $425.0 million senior secured post-delivery term loan facility In February 2015, we entered into a senior secured post-delivery term loan facility of up to $425.0 million, depending on the market values of the vessels at the time of draw down, to partially finance 14 newbuilding vessels. The facility was initially divided into 12 tranches of $30.0 million and two tranches of $32.5 million. Each tranche was originally repayable in quarterly payments of 1/80 of the drawn down amount and all amounts outstanding are to be repaid on the final maturity date of March 31, 2021. The loan bore interest at LIBOR plus a margin of 2.0%. In December 2015, the loan agreement was amended and the minimum level of the loan to value was increased from 55% to 70%. The margin was also amended to 2.20% plus LIBOR and the quarterly repayments changed from 1/80 to 1/64 of the drawn down amount. The amendment also allowed us to substitute the optional additional borrowers with another of our wholly owned subsidiaries. The terms of the loan were further amended on March 31, 2016, as described below. During 2017, $20.9 million (2016: $2.3 million) was repaid and we have drawn down a total of $75.0 million (2016: $142.2 million) on delivery of three Capesize bulk carriers (2016: five Capesize vessels). As of December 31, 2017, $220.9 million (2016: $166.7 million) was outstanding under this facility and there was $150.0 million available, undrawn amount. As of December 31, 2016, $7.6 million in repayments was deferred and subsequently repaid in 2017. As of December 31, 2017, there were no deferred repayments under this facility following the termination of amended terms in October 2017, as discussed below. At December 31, 2017, this facility was secured by nine (2016: six) of our Capesize vessels. Loan Amendments and Cash Sweep Mechanism In February 2016, we agreed with our lenders to amend certain of the terms on the $420.0 million term loan facility, $425.0 million senior secured post-delivery term facility, $33.9 million credit facility, $82.5 million credit facility and the $284.0 million credit facility, or the Loan Facilities, as follows: For the period from April 1, 2016 to September 30, 2018 there would be no repayments on these facilities, subject to a cash sweep mechanism as described below. The minimum value covenant was set at 100% with a subsequent increase to 125% or 135% (depending on the facility) on October 1, 2018 and the market adjusted equity ratio was waived up until the same date. We also agreed that for the remaining newbuilding contracts where we had financing in the $425.0 million term loan facility, there would be a fixed draw down of $25.0 million per vessel subject to compliance with the minimum value covenant of 100% for the period. The margins on the loans were unchanged, however; we would pay an increased margin of 4.25% for the deferred repayments under the loan facilities. We would resume repayment of each loan on October 1, 2018 based on the repayment model as if October 1, 2018 was April 1, 2016 regardless of any repayment made during the period in accordance with the cash sweep mechanism described below and without affecting the final maturity date. A cash sweep mechanism was put in place whereby we would pay down on the deferred repayment amount should our cash position improve. We would report and furnish our lenders at the end of each first and third quarter a calculation of free projected cash anticipated at September 30, 2018, or the Free Projected Cash. All Free Projected Cash above a threshold of $25 million would be used to repay the loans on the cash sweep repayment date, which was when the compliance certificates fall due. The first cash sweep repayment date was due at the end of the third quarter of 2016 and no payments were triggered following reporting to the lenders. The cash sweep that we would pay to each lender would be based on a relative value of the deferred amount in each facility as calculated as per end of that half year period equal to:
Existing credit facilities included the Loan Facilities and the $22 million senior secured term loan agreement made between Golden Opus Inc., and us as guarantor of 50% of the facility. In August 2017, Golden Opus Inc. sold its only vessel and settled its outstanding loan facility. Any repayments made under the cash sweep would be applied against balloon payments due on the loans. Due to the operation of the cash sweep mechanism, we would not be permitted to make any cash dividend payments without the prior approval of our lenders in the period to September 30, 2018. In 2017, we prepaid in aggregate $86.8 million of deferred repayments based on the cash sweep mechanism. As at December 31, 2016, the deferred repayments under the loan facilities amounted to $40.5 million. In October 2017, we terminated the amended terms related these facilities. This effectively reinstated normal covenants and removed certain restrictions described above. Financial covenants Our loan agreements contain loan-to-value clauses, which could require us to post additional collateral or prepay a portion of the outstanding borrowings should the value of the vessels securing borrowings under each of such agreements decrease below required levels. In addition, the loan agreements contain certain financial covenants, including the requirement to maintain a certain level of free cash, positive working capital and a value adjusted equity covenant. Under our recourse debt facilities, the aggregate value of the collateral vessels shall not fall below 125% or 135% of the loan outstanding, depending on the facility. We need to maintain free cash of at least $20 million or 5% of total interest bearing debt, maintain positive working capital and maintain a value adjusted equity of at least 25% of value adjusted total assets. With regards to free cash, we have covenanted to retain at least $60.6 million of cash and cash equivalents as at December 31, 2017 (December 31, 2016: $53.8 million) and this is classified under restricted cash. In addition, none of our vessel owning subsidiaries may sell, transfer or otherwise dispose of their interests in the vessels they own without the prior written consent of the applicable lenders unless, in the case of a vessel sale, the outstanding borrowings under the credit facility applicable to that vessel are repaid in full. Failure to comply with any of the covenants in the loan agreements could result in a default, which would permit the lender to accelerate the maturity of the debt and to foreclose upon any collateral securing the debt. Under those circumstances, we might not have sufficient funds or other resources to satisfy our obligations. As of December 31, 2017 and December 31, 2016, we were in compliance with our covenants. U.S. Dollar Denominated Fixed Rate Debt 3.07% Convertible Bonds due 2019 In January 2014, the Former Golden Ocean issued a $200 million convertible bond with a 5 year tenor and coupon of 3.07% per year, payable bi-annually in arrears. The convertible bond has no regular repayments and matures in full on January 30, 2019. There are no financial covenants in the convertible bond agreement. At the time of the Merger, we assumed the convertible bond and the conversion price was adjusted based on the exchange ratio in the Merger. The conversion price at December 31, 2017 was $88.15 (December 31, 2016: $88.15) per share. The fair value of the convertible bond was determined to be $161.2 million at the time of the Merger based on the quoted price of 80.6%. The difference of $38.8 million is being amortized over the remaining life of the bond so as to maintain a constant effective rate so that the convertible bond will have a value of $200 million on maturity. The bonds will be redeemed at 100% of their principal amount and will, unless previously redeemed, converted or purchased and cancelled, mature on January 30, 2019. We have a right to redeem the bonds at par plus accrued interest at any time during the term, provided that 90% or more of the bonds issued shall have been redeemed or converted to shares. As at December 31, 2017, 2,268,860 (December 31, 2016: 2,268,860) new shares would be issued if the bonds were converted at the current price of $88.15 (December 31, 2016: $88.15). In December 2017, we acquired $9.4 million in nominal value of our outstanding convertible bond at a price of 96.85% of par value, reducing the outstanding convertible debt balance. As a result of the transaction we recognized a loss of $0.3 million, presented under other financial items. See Note 32 for a discussion of additional purchases of our convertible bond after December 31, 2017. During 2017, $10.4 million (2016: $9.5 million, 2015: $6.6 million) was amortized and recorded as interest expense. Seller's credit In 2016, we repaid the outstanding amount of $4.8 million on maturity, and amortized the remaining fair value balance of $8.3 thousand, of a seller's credit partially financing the acquisition of two vessels in 2013. See Note 28 for a discussion of related party seller credits entered into in 2017 in relation to vessels acquisitions from affiliates of Hemen. Deferred charges Debt issuance costs of $3.9 million at December 31, 2017 (December 31, 2016: $5.4 million) are presented as a deduction from the carrying amount of our debt. The outstanding debt as of December 31, 2017 is repayable as follows:
Assets pledged As of December 31, 2017, fifty-nine vessels (2016: forty-five vessels) with an aggregate carrying value of $2,130.0 million (2016: $1,733.2 million) were pledged as security for our floating rate debt. Weighted average interest The weighted average interest rate related our floating rate debt (margin excluding LIBOR) as of December 31, 2017 and 2016 was 2.69%, and 2.37% respectively. Our fixed rate debt bears interest of 3.07% per annum. |
ACCRUED EXPENSES |
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Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCRUED EXPENSES | ACCRUED EXPENSES
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OTHER CURRENT LIABILITIES |
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Other Liabilities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER CURRENT LIABILITIES | OTHER CURRENT LIABILITIES
OTHER LONG TERM LIABILITIES
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DERIVATIVE INSTRUMENTS PAYABLE AND RECEIVABLE |
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DERIVATIVE INSTRUMENTS PAYABLE AND RECEIVABLE | DERIVATIVE INSTRUMENTS PAYABLE AND RECEIVABLE Our derivative instruments are not designated as hedging instruments and are summarized as follows:
During 2017, 2016 and 2015, the following were recognized and presented under “Gain (loss) on derivatives” in the consolidated statement of comprehensive income:
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OTHER LONG TERM LIABILITIES |
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Other Liabilities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER LONG TERM LIABILITIES | OTHER CURRENT LIABILITIES
OTHER LONG TERM LIABILITIES
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SHARE CAPITAL |
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Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SHARE CAPITAL | SHARE CAPITAL
In September 2016, at the Company's 2016 Annual General Meeting, the shareholders approved that the Company's authorized share capital was increased from $6,000,000 divided into 120,000,000 common shares of $0.05 par value to $7,500,000 divided into 150,000,000 common shares of $0.05 par value. In August 2016, we effected 1-for-5 reverse share split of the our common shares where every five shares of the Company's issued and outstanding common shares par value $0.01 per share was automatically combined into one issued and outstanding common share par value $0.05 per share. As a result of the 1-for-5 reverse share split the Company's authorized capital was restated from $6,000,000 divided into 600,000,000 common shares of $0.01 par value to $6,000,000 divided into 120,000,000 common shares of $0.05 par value. In February 2016, at a Special General Meeting, the shareholders approved that the Company's authorized share capital was increased from $5,000,000 divided into 500,000,000 common shares of $0.01 par value to $6,000,000 divided into 600,000,000 common shares of $0.01 par value.
With reference to Note 15 and Note 28, and in relation to the 14 vessels acquired from Quintana and three vessels acquired from affiliates of Hemen in 2017, we issued, in the aggregate, 14,500,000 and 5,300,000 consideration shares, respectively. In December 2017, we issued 60,000 shares and received $252 thousand in proceeds in relation to our 2016 share option plan. In October 2017, we completed an equity offering raising gross proceeds of approximately $66 million through the issuance of 7,764,705 shares. In March 2017, we completed an equity offering raising gross proceeds of approximately $60 million through the issuance of 8,607,800 shares. In October 2016, we issued an aggregate of 19,954 common shares, par value $0.05 per share, in connection with the Company's 2010 Equity Incentive Plan. As a result of the share issuance, there are currently no outstanding awards under the 2010 Equity Incentive Plan. In February 2016, we announced a private placement of 68,736,800 new shares, or the Private Placement Shares, at NOK 25.00 per share, generating gross proceeds of NOK 1.7 billion (approximately $200 million). In February 2016, we announced a subsequent offering, or the Subsequent Offering, of up to 6,873,680 new common shares at NOK 25.00 per share for gross proceeds of up to NOK171.8 million (approximately $20 million). Ultimately, 2,673,858 new common shares, or the Subsequent Offering Shares, were issued in connection with the Subsequent Offering for gross proceeds of NOK 66.8 million (approximately $8.0 million). As with the Private Placement Shares, the Subsequent Offering Shares issued as part of the Subsequent Offering were restricted shares in the U.S. There are currently no restrictions to the shares. In total, the net proceeds from the private placement were $205.4 million comprising $208.0 million gross proceeds from the placement net of issue costs of $2.6 million. As at December 31, 2017, 142,197,697 common shares were outstanding (December 31, 2016: 105,965,192 common shares). Refer to Note 32 for shares issued subsequent to the date of this report. |
RESTRICTED STOCK UNITS |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RESTICTED STOCK UNITS | RESTRICTED STOCK UNITS In September 2010, our Board of Directors approved the adoption of the 2010 Equity Incentive Plan, or the "Plan," and reserved 160,000 common shares of the Company for issuance pursuant to the Plan. The Plan permits RSUs to be granted to our directors, officers, employees affiliates, consultants and service providers. We have issued RSUs under the plan, which generally vest over three years at a rate of 1/3 of the number of RSUs granted on each annual anniversary of the date of grant, subject to the participant continuing to provide services to us from the grant date through the applicable vesting date. Payment upon vesting of RSUs may be in cash, in shares of common stock or a combination of both as determined by the Board. They must be valued in an amount equal to the fair market value of a share of common stock on the date of vesting. The participant shall receive a 'cash distribution equivalent right' with respect to each RSU entitling the participant to receive amounts equal to the ordinary dividends that would be paid during the time the RSU is outstanding and unvested on the shares of common stock underlying the RSU as if such shares were outstanding from the date of grant through the applicable vesting date of the RSU. Such payments shall be paid to the participant at the same time at which the RSUs vesting event occurs, conditioned upon the occurrence of the vesting event. On September 22, 2016, the management companies forfeited their remaining 11,744 outstanding awards. On October 24, 2016, we issued an aggregate of 19,954 common shares in settlement of all the outstanding tranches, vested and non-vested, of RSUs granted to former Board members, as adjusted for dividends. As a result of the share issuance, there are currently no outstanding awards under the 2010 Equity Plan as of December 31, 2016 and 2017, respectively. The following table summarizes restricted stock unit transactions in 2016:
The fair values in the table above are the closing share prices on December 31, the share prices on the date of grant or the share prices on the date of vesting, as appropriate. The RSU expense in 2017, 2016 and 2015 was nil, $0.01 million and $0.01 million, respectively. |
SHARE OPTIONS |
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SHARE OPTIONS | SHARE OPTIONS 2016 Share Option Plan: In November 2016, the Board approved the adoption of the 2016 Share Option Plan, or the "2016 Plan". The 2016 Plan permits share options to be granted to directors, officers and employees, or the Option holders, of the Company and its subsidiaries. The plan has a 10 year term effective November 2016, unless otherwise determined by the Board. The share options entitle the Option holders to subscribe for common shares at a price per share equal to the exercise price as determined by the Board on the date the share options are granted. The share options have no voting or other shareholder rights. On November 10, 2016, the Board approved the issue of 700,000 share options to senior management in accordance with the terms of the 2016 Plan at an exercise price of $4.20, adjusted for any distribution of dividends made before the relevant options are exercised. The share options have a five years term and vest over a three years period equally at a rate of 1/3 of the number of share options granted on each annual anniversary of the date of grant, subject to the option holder continuing to provide services to the Company from the grant date through the applicable vesting date. The fair value of the share options granted on November 10, 2016 under the 2016 Scheme was calculated on the Black-Scholes method. The significant assumptions used to estimate the fair value of the share options are set out below:
any distribution of dividends made before the relevant options are exercised, we expect that it is reasonable for holders of the granted options to avoid early exercise of the options. As a result, we assumed that the expected term of the options is their contractual term.
of the shares underlying the share options. The final expected volatility estimate, which is based on historical share price volatility for the period from the Merger on March 31, 2015 to the grant date on November 10, 2016, was 71%.
options are exercised. We assumed that the expected dividend is nil based on the dividend restrictions in the loan agreements.
outstanding and no dilution adjustment was incorporated in the valuation model.
1.55% as of November 10, 2016 as an estimate for the risk-free rate to match the expected five year term of the share options.
The following table summarizes the unvested option activity for the year ended December 31, 2017 and 2016:
The following table summarizes certain information about the options outstanding as of December 31, 2017 and 2016:
For the year ended December 31 2017 and 2016 the share based compensation was $0.6 million and $0.1 million, respectively, and is included in "Administrative expenses" in the consolidated statement of operations. With reference to Note 25, we issued 60,000 shares in December 2017 following the exercise of share options in 2017. As at December 31, 2017 and 2016, the estimated cost relating to non-vested share options not yet recognized was $1.1 million $1.6 million. With reference to Note 32 and declaration of dividends in 2018, the exercise price will be adjusted to $4.10 per share. The Former Golden Ocean Stock Option Incentive Plan On March 21, 2005, the Former Golden Ocean approved a share option plan for directors and eligible employees. The weighted average exercise price under the plan was NOK 144.45 in 2016 and 2017. As of December 31, 2016, 84,000 options were outstanding, and in 2017 all outstanding options were canceled following expiration of the term of the plan. No options were exercised in 2016 or in 2017. |
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Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS We transact business with the following related parties, consisting of companies in which Hemen and companies associated with Hemen have a significant interest: Frontline Ltd and its subsidiaries (ICB Shipping (Bermuda) Ltd, Frontline Management (Bermuda) Ltd, Seateam Management Pte Ltd and Frontline 2012 Ltd., referred to as "Frontline"), Ship Finance International Ltd (referred to as "Ship Finance") and Seatankers Management Co. Ltd and companies affiliated with it (referred to as "Seatankers"). We also transact business with our associated companies. Frontline Refer to Note 8 for transactions with Frontline regarding sale of contracts and vessels in 2015. Ship Finance In April 2015, we agreed to a sale and leaseback transaction with Ship Finance for eight Capesize vessels. These vessels were sold en-bloc for an aggregate price of $272.0 million. The vessels were delivered to Ship Finance in the third quarter of 2015 and were time chartered-in by one of our subsidiaries for a period of ten years. The daily time charter rate is $17,600 during the first seven years and $14,900 in the remaining three years, of which $7,000 is for operating expenses (including dry docking costs). In addition, 33% of our profit from revenues above the daily time charter rate for all eight vessels aggregated will be calculated and paid on a quarterly basis to Ship Finance and the daily hire payments will be adjusted if the actual three month LIBOR should deviate from a base LIBOR of 0.4% per annum. For each 0.1% point increase/decrease in the interest rate level, the daily charter hire will increase or decrease by $50 per day in the first seven years and $25 per day in the remaining three years. We have a purchase option of $112 million en-bloc after ten years and, if such option is not exercised, Ship Finance will have the option to extend the charters by three years at $14,900 per day. We are the commercial manager for 14 (2016: 14) dry bulk and eight (2016: nine) container vessels owned and operated by Ship Finance. Pursuant to the management agreements, we receive $125 per day per vessel for managing seven of the 14 dry bulk vessels and $75 per day per vessel for managing the remaining seven dry bulk vessels (2016: $125 per day per vessel for managing the seven dry bulk vessels, 2015: $125 per day per vessel for managing the twelve dry bulk vessels) and $75 per day per vessel for managing the eight container vessels (2016: $75 per day per vessel for managing the nine container vessels, 2015: $65 per day per vessel for managing the eleven container vessels). Seatankers We are the commercial manager of twenty (2016: twenty-one) dry bulk vessel owned and operated by Seatankers. Pursuant to the management agreements, we receive $125 (2016: $125, 2015: $125) per day per vessel for managing the dry bulk vessels. From time to time we may also charter in dry bulk vessel owned by Seatankers on short term time charters. Capesize Chartering In February 2015, the Former Golden Ocean, Bocimar International NV, C Transport Holding Ltd, Golden Union Shipping Co S.A., and Star Bulk Carriers Corp. announced the formation of a new joint venture company, Capesize Chartering Ltd, or CCL. We acquired the Former Golden Ocean's 20% interest in Capesize Chartering upon completion of the Merger on March 31, 2015. In January 2016, Golden Union Shipping Co S.A. equally transferred its 20% stake in CCL to the remaining four joint venture partners. At the same time, we entered into a revenue sharing agreement for Capesize dry bulk vessels with the joint venture partners whereby it was agreed that we would initially include 21 Capesize dry bulk vessels in the revenue sharing agreement. The revenue sharing agreement applies to 65 modern Capesize dry bulk vessels across the joint venture partners and is being managed from our offices in Singapore and Bocimar’s offices in Antwerp. United Freight Carriers We acquired the Former Golden Ocean's 50% interest United Freight Carriers LLC, or UFC, upon completion of the Merger on March 31, 2015. UFC is a dry cargo vessel operator and logistics service provider that primarily focuses its activity around smaller bulk carriers with deadweight of up to 50,000 tonnes. Management Agreements Technical Supervision Services We receive technical supervision services from Frontline Management. Pursuant to the terms of the agreement, Frontline Management receives an annual management fee of $30,555 per vessel (2016: $31,875 per vessel). This fee is subject to annual review. Frontline Management also manages our newbuilding supervision and charges us for the costs incurred in relation to the supervision. Ship Management The ship management of our vessels is provided by external ship managers, except for twenty (2016: fifteen) vessels, which is provided by SeaTeam Management Pte. Ltd, a company in which we own 22.2% and is a subsidiary of Frontline. Other Management Services We aim to operate efficiently through utilizing Frontline or other companies with the same main shareholder and these costs are allocated based on a cost plus mark-up model. During 2016, we received assistance in relation to consolidation and reporting as well as management of our Sarbanes Oxley compliance from Frontline and we were charged a fee of $115,000 (2015: $115,000) per quarter for these services. Effective January 1, 2017, we only receive services in relation to management of our Sarbanes Oxley compliance from Frontline at a quarterly fee of $17,500. We also receive services in relation to sales and purchase activities, bunker procurement and administrative services in relation to the corporate headquarter. Acquisition of vessels from affiliates of Hemen In October 2017, we agreed to acquire two Capesize vessels from affiliates of Hemen, our largest shareholder, at an aggregated purchase price of $86.0 million. As settlement of the purchase price for each vessel, the Company entered into a seller's credit loan with an affiliate of Hemen for 50% of the purchase price of each vessel. The remaining part of the purchase price was to be settled with an aggregate of $9.0 million of cash and 4,000,000 of newly-issued common shares of the Company; 2,000,000 shares was to be issued upon the delivery of each vessel. In November 2017, one of the vessels, Golden Behike, was delivered to us and 2,000,000 shares were issued to satisfy the purchase price. Refer to Note 32 for the delivery of the second vessel. In March 2017, we entered into agreements to acquire two Panamax vessels from affiliates of Hemen. In exchange for the two Panamax vessels acquired from affiliates of Hemen, subsequently renamed Golden Amber and Golden Opal and delivered in June 2017, we issued an aggregate of 3.3 million shares as consideration to Hemen and assumed seller's credits of an aggregate of $22.5 million. Seller's credits from affiliates of Hemen In connection with the acquisition of the two Panamax vessels from affiliates of Hemen in 2017, we assumed an aggregate of $22.5 million in debt under seller's credit agreements, non-amortizing until June 2019 and with an interest rate of LIBOR plus a margin of 3.0%. In connection with the agreements to acquire two Capesize vessels from affiliates of Hemen in October 2017, we entered into non-amortizing seller's credit loans with an affiliate of Hemen for 50% of the purchase price of each vessel. Each loan bears interest at LIBOR plus a margin of 3.00% per annum and matures three years after delivery of each vessel. Following the delivery of Golden Behike in 2017, we assumed $21.5 million in a seller's credit loan related to the vessel. Refer to Note 32 for the delivery of the second vessel. A summary of long-term balances owed to related parties as of December 31, 2017 and 2016 is as follows:
A summary of net amounts charged by related parties in 2017, 2016 and 2015 is as follows:
Net amounts charged by related parties comprise general management and commercial management fees, charter hire expenses, newbuilding supervision fees, interest expenses and newbuilding commission fees. A summary of net amounts charged to related parties in 2017, 2016 and 2015 is as follows:
Net amounts charged to related parties comprise commercial management fees since April 1, 2015, following the completion of the Merger with the Former Golden Ocean. A summary of balances due from related parties as of December 31, 2017 and 2016 is as follows:
A summary of short-term balances owed to related parties as of December 31, 2017 and 2016 is as follows:
As at December 31, 2017 and December 31, 2016, receivables and payables with related parties mainly comprise unpaid fees for services rendered from and to related parties. We have periodically issued share options and RSUs to Board and management companies, as disclosed in Notes 26 and 27 of these consolidated financial statements. In February 2016, Hemen was allocated 31.6 million shares at NOK 25.00 per share in connection with a private placement share offering of 68.7 million new shares. Hemen also owns $124.4 million of the Convertible Bond, which is convertible into 1,426,769 of our common shares at an exercise price of $87.19 per share. In 2017, we issued an aggregate of 5,300,000 shares to Hemen in connection with vessel acquisitions. |
FINANCIAL ASSETS AND LIABILITIES |
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FINANCIAL ASSETS AND LIABILITIES | FINANCIAL ASSETS AND LIABILITIES Interest rate risk management Our interest rate swaps are intended to reduce the risk associated with fluctuations in interest rates payments. As of December 31, 2017, we have interest rate swaps whereby the floating rate on a notional principal amount of $500 million (December 31, 2016: $400 million) are swapped to fixed rate. During 2017, we entered into two new interest rate swaps for notional principal amount of $100 million in total. Credit risk exists to the extent that the counter parties are unable to perform under the contracts but this risk is considered remote as the counter parties are banks, which participate in loan facilities to which the interest rate swaps are related. Our interest rate swap contracts as at December 31, 2017 of which none are designated as hedging instruments are summarized as follows:
Changes in the fair value of the interest rate swap transactions are recorded in "Gain (loss) on derivatives" in the consolidated statement of operations. Forward freight agreements We take positions from time to time in the forward freight market (FFA), either as a hedge to a physical contract or as a speculative position. Currently, all such contracts are cleared through clearing houses and the Company uses NasdaqOMX in this respect. Credit risk exists to the extent that NasdaqOMX is unable to perform under the contracts but this risk is considered remote as all participants post collateral security for their positions. As of December 31, 2017, we had coverage in the aggregate of 470 days with maturity in 2018 under our FFAs. As of December 31, 2016, we did not have any open positions. The losses on FFA are recorded in "Gain (loss) on derivatives" in the consolidated statement of operations. Bunker derivatives We enter into cargo contracts from time to time. We are then exposed to fluctuations in bunker prices, as the cargo contract price is based on an assumed bunker price for the trade. There is no guarantee that the hedge removes all the risk from the bunker exposure, due to possible differences in location and timing of the bunkering between the physical and financial position. The counterparties to such contracts are major banking and financial institutions. Credit risk exists to the extent that the counter parties are unable to perform under the contracts but this risk is considered remote as the counter parties are usually well established banks or other well renowned institutions in the market As of December 31, 2017 and December 31, 2016, we had outstanding bunker swap agreements for about 36.0 thousand metric tonnes and 3.6 thousand metric tonnes, respectively. Losses on bunker derivatives are recorded in "Gain (loss) on derivatives" in the consolidated statement of operations. Foreign currency risk The majority of our transactions, assets and liabilities are denominated in United States dollars, our functional currency. However, we incur expenditure in currencies other than the functional currency, mainly in Norwegian Kroner and Singapore Dollars. There is a risk that currency fluctuations in transactions incurred in currencies other than the functional currency will have a negative effect of the value of our cash flows. We are then exposed to currency fluctuations and we may enter into foreign currency swaps to mitigate such risk exposures. The counterparties to such contracts are major banking and financial institutions. Credit risk exists to the extent that the counter parties are unable to perform under the contracts but this risk is considered remote as the counter parties are well established banks. As of December 31, 2017 and December 31, 2016, we had contracts to swap USD to NOK for a notional amount of $7.0 million and $7.2 million, respectively. Changes in the fair value of foreign currency swaps are recorded in "Gain (loss) on derivatives" in the consolidated statement of operations. Fair values The guidance for fair value measurements applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The same guidance requires that assets and liabilities carried at fair value should be classified and disclosed in one of the following three categories based on the inputs used to determine its fair value: Level 1: Quoted market prices in active markets for identical assets or liabilities; Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data; Level 3: Unobservable inputs that are not corroborated by market data. In addition, ASC 815, “Derivatives and Hedging” requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position. The carrying value and estimated fair value of our financial instruments at December 31, 2017 and December 31, 2016 are as follows:
The fair value hierarchy of our financial instruments is as follows:
There have been no transfers between different levels in the fair value hierarchy in 2017 and 2016. The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Assets Measured at Fair Value on a Nonrecurring Basis Refer to Note 4 for a summary of the estimated fair values of the assets acquired and liabilities assumed as a result of the Merger. During the year ended December 31, 2017, the following assets were measured at fair value on a nonrecurring basis:
During the year ended December 31, 2016, the following assets were measured at fair value on a nonrecurring basis:
Assets Measured at Fair Value on a Recurring Basis Marketable securities are listed equity securities considered to be available-for-sale securities for which the fair value as at the balance sheet date is their aggregate market value based on quoted market prices (level 1) for the investment in a company listed on a U.S. stock exchange and level two for the investment in the company listed on the Norwegian 'over the counter' market. The fair value (level 2) of interest rate, currency swap and bunker swap agreements is the present value of the estimated future cash flows that we would receive or pay to terminate the agreements at the balance sheet date, taking into account, as applicable, fixed interest rates on interest rate swaps, current interest rates, forward rate curves, current and future bunker prices and the credit worthiness of both us and the derivative counterparty. Concentrations of risk There is a concentration of credit risk with respect to cash and cash equivalents to the extent that substantially all of the amounts are carried with Skandinaviska Enskilda Banken, DnB and Nordea Bank Norge ASA. However, we believe this risk is remote, as these financial institutions are established and reputable establishments with no prior history of default. We do not require collateral or other security to support financial instruments subject to credit risk. |
COMMITMENTS AND CONTINGENCIES |
12 Months Ended |
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Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Company insures the legal liability risks for our shipping activities with Assuranceforeningen SKULD and Assuranceforeningen Gard Gjensidig, both mutual protection and indemnity associations. We are subject to calls payable to the associations based on our claims record in addition to the claims records of all other members of the associations. A contingent liability exists to the extent that the claims records of the members of the associations in the aggregate show significant deterioration, which result in additional calls on the members. We have one vessel held under capital lease, the Golden Eclipse, that was sold by the Former Golden Ocean in 2008 and leased back for a period of ten years. We have the right to purchase the vessel at the dates and amounts as disclosed in Note 16. We sold eight vessels to Ship Finance in the third quarter of 2015 and leased them back on charters for an initial period of ten years. We have a purchase option of $112 million en-bloc after ten years and, if such option is not exercised, Ship Finance will have the option to extend the charters by three years at $14,900 per day. As of December 31, 2017, we had five vessels under construction. The outstanding commitments for the five newbuildings amounted to $144.6 million with contractual payments due in 2018. With reference to Note 32, in January and February 2018, the Company took delivery of the remaining five newbuildings and paid $144.6 million in final installments. In October 2017, we agreed to acquire two Capesize vessels from affiliates of Hemen. As of December 31, 2017, we had commitments to take delivery of the remaining one vessel. The agreed purchase price for the vessel was $43.0 million. As settlement of the purchase price, we agreed to enter into a seller's credit loan with an affiliate of Hemen for $21.5 million. The remaining part of the purchase price was to be settled with $4.5 million of cash and 2,000,000 of newly-issued common shares of the Company. Refer to Note 32 for the delivery of the second vessel. In 2016, we received 2.4 million in respect of claims for unpaid charter hire owed under bareboat charters of the VLCCs Titan Venus and Mayfair. The receipt was recorded as bareboat charter revenue as it related to services previously rendered under such terms. This amount was received as full and final settlement for the claims. In 2016, we received a final arbitration award relating to a time charter party entered into in March 2006. The claimants were awarded approximately $9.8 million in total. The claim itself was an unsafe port allegation which falls under our protection and indemnity insurance and will be covered by our insurance company. In January 2018, a final settlement agreement was made between the parties involved, and we received $0.2 million as compensation for agreed off-hire and reimbursement of costs. Except as described above, to the best of our knowledge, there are no legal or arbitration proceedings existing or pending which have had or may have significant effects on our financial position or profitability and no such proceedings are pending or known to be contemplated. |
SUPPLEMENTAL INFORMATION |
12 Months Ended |
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Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUPPLEMENTAL INFORMATION | SUPPLEMENTAL INFORMATION In March 2017, we entered into an agreement with Quintana to acquire 14 vessels. As consideration, we issued an aggregate of 14.5 million common shares to Quintana and assumed the vessels' corresponding debt of approximately $262.7 million. The aggregate of 14.5 million common shares issued in consideration for the acquired vessels were issued gradually upon delivery of each of the vessels. All vessels were delivered in 2017. In March 2017, we also entered into an agreement with affiliates of Hemen to acquire two Panamax vessels. As consideration, we issued an aggregate of 3.3 million common shares to Hemen and assumed seller's credits of an aggregate of $22.5 million with an affiliate of Hemen. The aggregate of 3.3 million common shares issued in consideration for the acquired vessels were issued gradually upon delivery of each of the vessels. The two vessels were delivered in 2017. In October 2017, we agreed to acquire two Capesize vessels from affiliates of Hemen at an aggregated purchase price of $86.0 million. As settlement of the purchase price for each vessel, we entered into a seller's credit loan with an affiliate of Hemen for 50% of the purchase price of each vessel. The remaining part of the purchase price was to be settled with an aggregate of $9.0 million of cash and 4,000,000 of newly-issued common shares of the Company; 2,000,000 shares was to be issued upon the delivery of each vessel. In November 2017, one of the vessels was delivered to us and 2,000,000 shares were issued, a seller's credit of $21.5 million assumed and $4.5 million in cash was paid to satisfy the purchase price. Refer to Note 32 for the delivery of the second vessel. |
SUBSEQUENT EVENTS |
12 Months Ended |
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Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS In January 2018, we took delivery of the Golden Monterrey, a vessel acquired from affiliates of Hemen, and issued 2,000,000 common shares to Hemen to satisfy the purchase price. We also assumed a $21.5 million seller's credit and paid $4.5 million in cash as part of the consideration for the vessel. In January and February 2018, we took delivery of our remaining five newbuildings and paid $144.6 million in final installments. An aggregate of $150.0 million was drawn in debt in relation to the deliveries. In February 2018, our Board of Directors declared a cash dividend to our shareholders of $0.10 per share. In February 2018, we bought $9.4 million notional in our 3.07% convertible bond at a price of 97.725% of par value. After the purchase, we hold $18.8 million notional representing 9.4% in the convertible bond. In March 2018, we issued 50,000 shares in the Company in relation to our 2016 share option plan. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
12 Months Ended |
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Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the assets and liabilities of us and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. |
Business combinations | Business combinations We accounted for our acquisition of the Former Golden Ocean on March 31, 2015 as a business combination and have measured the identifiable assets acquired and the liabilities assumed at their acquisition date fair values. The consideration transferred has been measured at fair value based on the closing price of our shares on the date of acquisition and the fair value of the vested share options in the Former Golden Ocean. The surplus of the fair value of the net assets acquired over the fair value of the consideration transferred is recognized as a bargain purchase gain. Acquisition related costs are expensed as incurred. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles requires us to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: impairment of assets and other than temporary impairments of uncollectible securities, the amount of uncollectible accounts and accounts receivable, the amount to be paid for certain liabilities, including contingent liabilities, the amount of costs to be capitalized in connection with the construction of our newbuildings and the lives of our vessels. Actual results could differ from those estimates. |
Fair values | Fair values We have determined the estimated fair value amounts presented in these consolidated financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in these consolidated financial statements are not necessarily indicative of the amounts that we could realize in a current market exchange. Estimating the fair value of assets acquired and liabilities assumed in a business combination requires the use of estimates and significant judgments, among others, the following: the market assumptions used when valuing acquired time charter contracts, the expected revenues earned by vessels held under capital lease and the operating costs (including dry docking costs) of those vessels and the discount rate used in cash flow based valuations, The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. |
Reporting and functional currency and Foreign currency | Reporting and functional currency Our functional currency is the United States dollar as all revenues are received in United States dollars and a majority of our expenditures are made in United States dollars. We and our subsidiaries report in United States dollars. Foreign currency Transactions in foreign currencies during the year are translated into United States dollars at the rates of exchange in effect at the date of the transaction. Foreign currency monetary assets and liabilities are translated using rates of exchange at the balance sheet date. Foreign currency non-monetary assets and liabilities are translated using historical rates of exchange. Foreign currency transaction gains or losses are included in the consolidated statements of operations. |
Revenue and expense recognition | Revenue and expense recognition Revenues and expenses are recognized on the accruals basis. Revenues are generated from voyage charters and time charters. Voyage revenues are recognized ratably over the estimated length of each voyage and, therefore, are allocated between reporting periods based on the relative transit time in each period. Voyage expenses are recognized as incurred. Probable losses on voyages are provided for in full at the time such losses can be estimated. Time charter and bareboat charter revenues are recorded over the term of the charter as a service is provided. When a time charter contract is linked to an index, we recognize revenue for the applicable period based on the actual index for that period. We use a discharge-to-discharge basis in determining percentage of completion for all voyage charters whereby we recognize revenue ratably from when product is discharged (unloaded) at the end of one voyage to when it is discharged after the next voyage. However, we did not recognize revenue if a charter was not contractually committed to by a customer and us, even if the vessel discharged its cargo and was sailing to the anticipated load port on its next voyage. Revenues generated through revenue sharing agreements are presented gross when the Company is the primary obligor under the charter parties. Demurrage is a form of damages for breaching the period allowed to load and unload cargo in a voyage charter, or the laytime, and is recognized as income according to the terms of the voyage charter contract when the charterer remains in possession of the vessel after the agreed laytime. Claims for unpaid charter hire and damages for early termination of time charters or bareboat charters are recorded upon receipt of cash when collectability is not reasonably assured. Such amounts related to services previously rendered are recorded as time charter or bareboat charter revenue. Amounts in excess of services previously rendered are classified as other operating income. Net income as a result of our revenue sharing agreements is presented as other operating income, net. |
Charterhire expense and Contingent rental expense (income) | Charterhire expense Charter hire expense is charged to the consolidated statement of operations on a straight-line basis over the lease term. Contingent rental expense (income) Any contingent elements of rental expense (income), such as profit share or interest rate adjustments, are recognized when the contingent conditions have materialized. |
Gain (loss) on sale of assets and amortization of deferred gains | Gain (loss) on sale of assets and amortization of deferred gains Gain (loss) on sale of assets and amortization of deferred gains include losses from the sale of vessels and the amortization of deferred gains. Gains (losses) from the sale of assets are recognized when the vessel has been delivered and all risks have been transferred and are determined by comparing the proceeds received with the carrying value of the vessel. A deferred gain arises when we enter into a sale-leaseback transaction regarding a vessel and we do not relinquish the right to substantially all of the remaining use of the vessel. This deferred gain will be amortized in proportion to the gross rental payments over the minimum term of the lease. |
Drydocking | Drydocking Normal vessel repair and maintenance costs are expensed when incurred. We recognize the cost of a drydocking at the time the drydocking takes place, that is, it applies the "expense as incurred" method. |
Impairment of vessels and newbuildings | Impairment of vessels and newbuildings The carrying values of our long-lived assets and newbuildings under construction are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Such indicators may include depressed spot rates and depressed second hand vessel values. We assess recoverability of the carrying value of each asset or newbuilding on an individual basis by estimating the future undiscounted cash flows expected to result from the asset, including any remaining construction costs for newbuildings, and eventual disposal. If the future net undiscounted cash flows are less than the carrying value of the asset, or the current carrying value plus future newbuilding commitments, an impairment loss is recorded equal to the difference between the asset's or newbuildings carrying value and fair value. In addition, long-lived assets to be disposed of are reported at the lower of carrying amount and fair value less estimated costs to sell. Fair value is estimated based on values achieved for the sale/purchase of similar vessels and appraised valuations. In addition, vessels to be disposed of by sale are reported at the lower of their carrying amount or fair value less estimated costs to sell. |
Interest expense | Interest expense Interest costs are expensed as incurred except for interest costs that are capitalized. Interest expenses are capitalized during construction of newbuildings based on accumulated expenditures for the applicable project at our current rate of borrowing. The capitalization of interest expenses ceases when the newbuilding is considered substantially completed. The amount of interest expense capitalized in an accounting period shall be determined by applying an interest rate (the "capitalization rate") to the average amount of accumulated expenditures for the asset during the period. The capitalization rates used in an accounting period are based on the rates applicable to borrowings outstanding during the period. We do not capitalize amounts beyond the actual interest expense incurred in the period. |
Earnings per share | Earnings per share Basic earnings per share is computed based on the income available to common stockholders and the weighted average number of shares outstanding. Diluted earnings per share includes the effect of the assumed conversion of potentially dilutive instruments. |
Cash and cash equivalents | Cash and cash equivalents All demand and time deposits and highly liquid, low risk investments with original maturities of three months or less at the date of purchase are considered equivalent to cash. |
Restricted cash | Restricted cash Restricted cash comprises collateral deposits for derivative trading, and the minimum balance that must be maintained at all times in accordance with our loan agreements with various banks. |
Marketable securities | Marketable securities Our marketable securities are considered to be available-for-sale securities and as such are carried at fair value. Any resulting unrealized gains and losses are recorded as a separate component of other comprehensive income in equity unless the securities are considered to be other than temporarily impaired, in which case unrealized losses are recorded in the consolidated statement of operations as impairment loss on marketable securities. The cost of available for sale securities is calculated on an average cost basis. |
Derivatives | Derivatives Our derivative instruments include interest-rate swap agreements, foreign currency swaps, forward freight agreements and bunker hedges. These derivatives are considered to be economic hedges. However, none of these derivative instruments have been designated as hedges for accounting purposes. These transactions involve the conversion of floating rates into fixed rates over the life of the transactions without changes in the fair values are recognized as assets or liabilities. Changes in the fair value of these derivatives are recorded in Gain (loss) on derivatives in our consolidated statement of operations. Cash outflows and inflows resulting from economic derivative contracts are presented as cash flows from operations in the consolidated statement of cash flows. |
Financial instruments | Financial instruments In determining the fair value of our financial instruments, we use a variety of methods and assumptions that are based on market conditions and risks, including determining the impact of nonperformance risks, existing at each balance sheet date. For the majority of financial instruments, including most derivatives and long-term debt, standard market conventions and techniques such as options pricing models are used to determine fair value. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized. |
Receivables | Receivables Trade receivables, other receivables and long term receivables are presented net of allowances for doubtful balances. If trade accounts receivable become uncollectible, they are charged as an operating expense. Losses from uncollectible receivables are accrued when collection of the invoiced revenues is not assured. We make a judgment with regards to whether or not this should be recognized as income and if collection is not reasonably assured, no revenue will be recognized until cash has been received. These conditions are considered in relation to individual receivables or in relation to groups of similar types of receivables. Interest income on interest bearing receivables is recognized on an accrual basis using prevailing contractual interest rates. |
Losses from uncollectable receivables | Receivables Trade receivables, other receivables and long term receivables are presented net of allowances for doubtful balances. If trade accounts receivable become uncollectible, they are charged as an operating expense. Losses from uncollectible receivables are accrued when collection of the invoiced revenues is not assured. We make a judgment with regards to whether or not this should be recognized as income and if collection is not reasonably assured, no revenue will be recognized until cash has been received. These conditions are considered in relation to individual receivables or in relation to groups of similar types of receivables. Interest income on interest bearing receivables is recognized on an accrual basis using prevailing contractual interest rates. |
Inventories | Inventories Inventories, which are comprised principally of fuel and lubricating oils, are stated at the lower of cost and net realizable value. Cost is determined on a first-in, first-out basis. |
Vessels and depreciation | Vessels and depreciation Vessels are stated at cost less accumulated depreciation. Depreciation is calculated based on cost less estimated residual value, using the straight-line method, over the useful life of each vessel. The useful life of each vessel is deemed to be 25 years. The residual value is calculated by multiplying the lightweight tonnage of the vessel by the market price of scrap per tonne. The market price of scrap per tonne is calculated as the 10 year historical average up to the date we take ownership of the vessel, across the three main recycling markets (Far East, Indian sub-continent and Bangladesh). Residual values are reviewed annually. |
Vessels and equipment under capital lease | Vessels and equipment under capital lease We charter in certain vessels and equipment under leasing agreements. Leases of vessels and equipment, where we have substantially all the risks and rewards of ownership, are classified as capital leases. Each lease payment is allocated between liability and finance charges to achieve a constant rate on the capital balance outstanding. The interest element of the capital cost is charged to the Consolidated Statement of Operations over the lease period. Our one outstanding capital lease was acquired as a result of the Merger and recorded at fair value. Depreciation of vessels and equipment under capital lease is included within "Depreciation" in the consolidated statement of operations. Vessels and equipment under capital lease are depreciated on a straight-line basis over the vessels' remaining economic useful lives or on a straight-line basis over the term of the lease. The method applied is determined by the criteria by which the lease has been assessed to be a capital lease. |
Newbuildings | Newbuildings The carrying value of the vessels under construction ("Newbuildings") represents the accumulated costs to the balance sheet date which we have had to pay by way of purchase installments and other capital expenditures together with capitalized interest and associated finance costs. No charge for depreciation is made until the vessel is available for use. |
Value of long term charter contracts | Value of long term charter contracts We account for the fair value of acquired long term charter contracts, as either a separate asset or liability. The fair value is calculated as the net present value of the difference in cash flows arising over the period of the contract when the expected cash flows from the contract are compared to expected cash flows from comparable contracts at the acquisition date. An asset is recorded for contracts, which are favorable to us and a liability has been recorded for contracts, which are unfavorable to us. The amortization of time charter out contracts is recorded and presented under time charter revenues and the amortization of time charter in contracts is amortized and presented under charter hire expenses in the consolidated statement of operations. |
Equity method investments | Equity method investments Investments in companies over which we have the ability to exercise significant influence but do not control are accounted for using the equity method. We record our investments in equity-method investees in the consolidated balance sheets as "Investment in associated companies" and our share of the investees' earnings or losses in the consolidated statements of operations as "Share in results of associated companies". The excess, if any, of purchase price over book value of our investments in equity method investees is included in the accompanying consolidated balance sheets in "Investment in associated companies". The carrying values of equity method investments are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may no longer be recoverable. Such indicators may include depressed spot rates and depressed second hand vessel values. We assess recoverability of the carrying value of each individual equity method investments by estimating the fair value of the net assets of the company. An impairment loss is recorded equal to the difference between the investments carrying value and fair value. Fair value of investment is estimated based on values achieved for the sale/purchase of similar vessels and appraised valuations of the investments underlying assets. |
Debt | Borrowings - loan amendments Short term obligations that we intend to refinance on a long term basis when the intent to refinance is supported by the ability to consummate the refinancing, are classified as long term liabilities at the balance sheet date. This is demonstrated by either a post balance sheet issuance of a long term obligation before the balance sheet is issued or when we enter into a financing agreement which clearly permits us to refinance the obligation on a long term basis, on terms that are readily determinable. If the Company enters into a financing agreement, the agreement must not expire within one year of the balance sheet date, no violations of any provisions of the financing agreement should have occurred at the balance sheet date or before the balance sheet is issued and the prospective lender or investor who has entered into the financing agreement should be to be financially capable of honoring the agreement. Convertible bond In January 2014, the Former Golden Ocean issued a $200 million convertible bond, which we assumed at the time of the Merger. It includes a loan component and an option to convert the loan to shares, which has not been bifurcated from the loan component and accounted for separately as it is indexed to our shares and would be classified as shareholders equity if it were a free standing derivative. The fair value of the convertible bond was determined to be $161.2 million at the time of the Merger based on the quoted price of 80.6%. The difference of $38.8 million is being amortized over the remaining life of the bond, and recorded as interest expense. |
Deferred charges | Deferred charges Loan costs, including debt arrangement fees, are capitalized and amortized on a straight-line basis over the term of the relevant loan. The straight line basis of amortization approximates the effective interest method. If a loan is repaid early, any unamortized portion of the related deferred charges is charged against income in the period in which the loan is repaid. Amortization of deferred charges is included in interest expense, and prior year's numbers in 2016 and 2015 have been revised to conform with current presentation. In 2016 and 2015, $1.3 million and $0.1 million, respectively, was previously included in other financial items and have been reclassified to interest expense. Debt issuance costs are presented in the balance sheet as a direct deduction from the carrying amount of the related debt. |
Distributions to shareholders | Distributions to shareholders Distributions to shareholders are applied first to retained earnings. When retained earnings are not sufficient, distributions are applied to the contributed capital surplus account. |
Share-based compensation | Stock-based compensation Share Options Scheme Stock based compensation represents the cost of vested and non-vested shares and share options granted to employees and to directors, for their services, and is included in “General and administrative expenses” in the consolidated statements of operations. The fair value of share options grants is determined with reference to option pricing models, and depends on the terms of the granted options. The fair value is recognized (generally as compensation expense) over the requisite service period for all awards that vest based on the ’straight-line method’ which treats such awards as a single award and results in recognition of the cost ratably over the entire vesting period. Restricted Stock Units (RSUs) We account for 50% of the RSUs issued to the directors as equity classified awards and we account for the remaining 50% as liability classified awards. We account for the RSUs issued to the management companies as liability classified awards. The fair value of an equity instrument issued to a non-employee is measured by using the stock price and other measurement assumptions as of the date at which either (i) a commitment for performance by the counterparty has been reached; or (ii) the counterparty's performance is complete. This criterion is not considered to be met in the absence of considerable evidence, and liability accounting is applied with a re-measurement at each period end date. We have obtained a right to receive future services in exchange for unvested, forfeitable equity instruments, and the fair value of the equity instruments does not create equity until the future services are received (i.e. the instruments are not considered issued until they vest). We expense the fair value of RSUs issued to employees on a straight line basis over the period the awards vest. |
Transactions subject to common control and affect of acquisition from shareholder | Transactions subject to common control and effect of acquisition from shareholder The acquisition of 12 special purpose companies, each owning one newbuilding contract, from Frontline 2012 in March 2015 is recorded at historical carrying values as the transaction was determined to be between entities under common control and the difference of $59.7 million between the aggregate consideration paid by us and the historical carrying values recognized by Frontline 2012 has been recorded as additional contributed capital surplus. |
Other comprehensive income | Other comprehensive income/(loss): The statement of other comprehensive income/(loss) presents the change in equity (net assets) during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by shareholders and distributions to shareholders. Reclassification adjustments are presented out of accumulated other comprehensive income/(loss) on the face of the statement in which the components of other comprehensive income/(loss) are presented or in the notes to the financial statements. The Company follows the provisions of ASC 220 “Comprehensive Income”, and presents items of net income/(loss), items of other comprehensive income/(loss) (“OCI”) and total comprehensive income/(loss) in two separate and consecutive statements. |
Recently Issued Accounting Standards | RECENTLY ISSUED ACCOUNTING STANDARDS Accounting Standards Updates, not yet adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. This update establishes a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. We have concluded that, under ASC 606, voyage charter revenue will continue to be recognized over time, however the period over which it is recognized will change from discharge-to-discharge to load-to-discharge.We believe that performance obligations under a voyage charter begin to be met from the point at which a cargo is loaded until the point at which a cargo is discharged. While this represents a change in the period over which revenue is recognized, the total voyage results recognized over all periods would not change, however, each period’s voyage results could differ materially from the same period’s voyage results recognized based on the present revenue recognition guidance. We expect to recognize an increase in the retained deficit of approximately $10 million on January 1, 2018 related to the timing of revenue recognition based on the change to the load-to-discharge method. The new guidance also specifies revised treatment for certain contract related costs, being either incremental costs to obtain a contract, or cost to fulfill a contract. Under the new guidance, an entity shall recognize as an asset the incremental costs of obtaining a contract with a customer if the entity expects to recover those costs. The guidance also provides a practical expedient whereby an entity may recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. Cost to fulfill a contract must be capitalized if they meet certain criteria. We are in the process of assessing the impact of this change on its consolidated financial statements. We have elected to apply the modified retrospective approach. Upon adoption, we will recognize the cumulative effect of adopting this guidance as an adjustment to its opening balance of retained earnings as of January 1, 2018. Prior periods will not be retrospectively adjusted. In January 2016, the FASB issued ASU 2016-01 Financial instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement for to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. The amendments in this update will affect us for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Upon adoption of the standard, we expect that the standard may impact how we present the change in the fair value of our marketable securities in our consolidated statements of operations. As of December 31, 2017, our marketable securities had an unrealized gain of $5.3 million classified under other comprehensive income. In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842), which requires lessees to recognize most leases on the balance sheet. This is expected to increase both reported assets and liabilities. For public companies, the standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2018, although early adoption is permitted. Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. Management is analyzing the impact of the adoption of this guidance on the Company’s consolidated financial statements, including assessing changes that might be necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting. Management expects that we will recognize increases in reported amounts for property, plant and equipment and related lease liabilities upon adoption of the new standard. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises guidance for the accounting for credit losses on financial instruments within its scope. The new standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments and modifies the impairment model for available-for-sale debt securities. The guidance will be effective January 1, 2020, with early adoption permitted. Entities are required to apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. We are in the process of evaluating the impact of this standard update on our consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. The update provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for the Company for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The amendments in this Update should be applied prospectively to an award modified on or after the adoption date. We do not expect the adoption of ASU 2017-01 to have a material impact on our consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of cash flows (Topic 230): Classification of certain cash receipts and cash payments. This ASU addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The amendments in this Update are effective for the Company for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments in this Update should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. Other than presentation, we do not expect the adoption of this standard to have a material impact on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of cash flows (Topic 230): Restricted Cash. The new standard requires that the statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The amendments in this Update are effective for the Company for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments in this Update should be applied using a retrospective transition method to each period presented. Upon adoption of the standard, we expect restricted cash being reclassified as a component of cash, cash equivalents and restricted cash in the Consolidated Statements of Cash Flows. As of December 31, 2017 we have $63.0 million in restricted cash. Accounting Standards Updates, recently adopted In July 2015, the FASB issued ASU 2015-11-Inventory (Topic 330)-Simplifying the Measurement of Inventory, which applies to inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of this update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in this update more closely align the measurement of inventory in GAAP with the measurement of inventory in IFRS. The adoption of ASU 2015-11 has not had a material impact on our consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-07, Investments-Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. The update eliminates the requirement that an investor retrospectively apply equity method accounting when an investment that it had accounted for by another method initially qualifies for use of the equity method. The adoption of ASU 2016-07 has not had a material impact on our consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The update simplifies the accounting for share based payment transactions. The adoption of ASU 2016-09 has not had a material impact on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017- 01 Business Combinations (Topic 805): Clarifying the Definition of a Business. The update introduces a screen to determine when an integrated set of assets and activities does not constitute a business. As under the screening mechanisms of the update, future transactions in relation to an integrated set of assets and activities are more likely to qualify as asset acquisitions as opposed to business combinations. The adoption of ASU 2017-01 has not had a material impact on our consolidated financial statements and related disclosures. |
MERGER WITH THE FORMER GOLDEN OCEAN (Tables) |
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Schedule of Purchase Price Consideration | The value of the consideration paid was calculated as follows:
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Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following represents the calculation of the bargain purchase gain arising on consolidation based on management's final allocation of the total purchase price to the assets acquired and liabilities assumed:
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Schedule of Pro Forma Information | The following unaudited pro forma financial information presents the combined results of operations of the Company and the Former Golden Ocean as if the Merger had occurred as of the beginning of 2015. The pro forma financial information is not intended to represent or be indicative of the consolidated results of operations or financial condition of the Company that would have been reported had the acquisition been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial condition of the Company.
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EARNING PER SHARE (Tables) |
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Schedule of Earnings Per Share, Basic and Diluted | The components of the numerator and the denominator in the calculation of basic and diluted earnings per share are as follows:
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GAIN (LOSS) ON SALE OF ASSETS AND AMORTIZATION OF DEFERRED GAINS (Tables) |
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LEASES (Tables) |
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Schedule of Future Minimum Rental Payments for Operating Leases | The future minimum operating lease expense payments under our non-cancelable operating leases as of December 31, 2017 are as follows:
The future minimum operating lease revenue receipts under our non-cancelable fixed rate operating leases as of December 31, 2017 are as follows:
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Schedule of Charter Hire Expense Under Operating Leases | During 2017, 2016 and 2015, the charter hire expense under operating leases, net of amortization of unfavorable time charter contracts-in were as follows:
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MARKETABLE SECURITIES (Tables) |
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Schedule of Available-for-sale Securities Reconciliation | Our marketable securities are equity securities considered to be available-for-sale securities.
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TRADE ACCOUNTS RECEIVABLE, NET (Tables) |
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||
TRADE ACCOUNTS RECEIVABLE, NET [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Changes in Allowance For Doubtful Accounts | Movements in the provision for doubtful accounts in the three years ended December 31, 2017 are summarized as follows:
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OTHER RECEIVABLES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||
Other Receivables [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
Other receivables |
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VALUE OF CHARTER PARTY CONTRACTS (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of favorable charter party contracts | The value of charter-out contracts is summarized as follows:
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Schedule of amortization of favorable charter party contracts | The value of charter-out contracts will be amortized as follows:
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Value of unfavorable charter party contracts | The value of charter-in contracts is summarized as follows:
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Schedule of amortization of unfavorable charter party contracts | The value of unfavorable charter-in contracts will be amortized as follows:
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VESSELS AND EQUIPMENT, NET (Table) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Rollforward of Vessels and equipment |
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VESSELS UNDER CAPITAL LEASES, NET (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||
Vessels Under Capital Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Schedule of book value of vessels under capital lease |
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Schedule of outstanding obligations under capital leases | The outstanding obligations under capital leases at December 31, 2017 are payable as follows:
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Schedule of purchase options | As of December 31, 2017, we had the following purchase options for the one vessel:
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NEWBUILDINGS (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||
Newbuildings [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||
Newbuilings | Movements in the two years ended December 31, 2017 are summarized as follows:
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EQUITY METHOD INVESTMENTS (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Equity Method Investments | As at December 31, the Company had the following participation in investments that are recorded using the equity method:
Movements in equity method investments for the years ended December 31, 2017 and 2016 are summarized as follows:
The following tables include summarized financial information provided by the equity investees including information for significant equity affiliates and the reconciliation of such information to the consolidated financial statements shown below:
*Calculation based on a percentage range between 21.25% and 25% **The table includes results for the full year 2015, but that these entities were acquired as a part of the merger which closed on March 31, 2015 and therefore the company’s share of results is only recorded for the period subsequent to the merger. |
OTHER LONG TERM ASSETS (Tables) |
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Dec. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Other Long Term Assets |
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Schedule Of Outstanding Sellers Credit Receivable | As of December 31, 2017, the outstanding seller's credit receivable falls due as follows:
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DEBT (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Long-term Debt Instruments [Table Text Block] |
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Schedule of Debt | Movements in 2017 and 2016 are summarized as follows:
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Schedule of Maturities of Long-term Debt | The outstanding debt as of December 31, 2017 is repayable as follows:
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ACCRUED EXPENSES (Tables) |
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Dec. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued expenses |
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OTHER CURRENT LIABILITIES (Tables) |
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Dec. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Liabilities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Current Liabilities |
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DERIVATIVE INSTRUMENTS PAYABLE AND RECEIVABLE (Tables) |
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Dec. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | Our derivative instruments are not designated as hedging instruments and are summarized as follows:
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Derivative Instruments, Gain (Loss) | During 2017, 2016 and 2015, the following were recognized and presented under “Gain (loss) on derivatives” in the consolidated statement of comprehensive income:
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OTHER LONG TERM LIABILITIES (Tables) |
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||
Other Liabilities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Other Noncurrent Liabilities |
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SHARE CAPITAL (Tables) |
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of stock by class |
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RESTRICTED STOCK UNITS (Tables) |
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Dec. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table summarizes restricted stock unit transactions in 2016:
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SHARE OPTIONS (Tables) |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Number of Share Options Outstanding and Share Option Transactions | The following table summarizes the unvested option activity for the year ended December 31, 2017 and 2016:
The following table summarizes certain information about the options outstanding as of December 31, 2017 and 2016:
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RELATED PARTY TRANSACTIONS (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Related Party Transactions | A summary of long-term balances owed to related parties as of December 31, 2017 and 2016 is as follows:
A summary of net amounts charged by related parties in 2017, 2016 and 2015 is as follows:
Net amounts charged by related parties comprise general management and commercial management fees, charter hire expenses, newbuilding supervision fees, interest expenses and newbuilding commission fees. A summary of net amounts charged to related parties in 2017, 2016 and 2015 is as follows:
A summary of balances due from related parties as of December 31, 2017 and 2016 is as follows:
A summary of short-term balances owed to related parties as of December 31, 2017 and 2016 is as follows:
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FINANCIAL ASSETS AND LIABILITIES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Derivative Instruments | Our interest rate swap contracts as at December 31, 2017 of which none are designated as hedging instruments are summarized as follows:
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Fair Value, by Balance Sheet Grouping | The carrying value and estimated fair value of our financial instruments at December 31, 2017 and December 31, 2016 are as follows:
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Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The fair value hierarchy of our financial instruments is as follows:
|
RECENTLY ISSUED ACCOUNTING STANDARDS - Additional Information (Details) - USD ($) $ in Thousands |
Jan. 01, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|---|
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Increase to retained earnings | $ (351,903) | $ (349,555) | |
Unrealized gain on marketable securities | 5,300 | ||
Restricted cash | $ 63,000 | ||
Scenario, Forecast [Member] | Accounting Standards Update 2014-09 [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Increase to retained earnings | $ 10,000 |
MERGER WITH THE FORMER GOLDEN OCEAN - Summary of Consideration (Details) - USD ($) $ in Thousands |
Mar. 31, 2015 |
Oct. 07, 2014 |
---|---|---|
Business Combinations [Abstract] | ||
Fair value of shares issued | $ 307,220 | $ 482,300 |
Fair value of vested stock options in the Former Golden Ocean | 926 | |
Total value of consideration | $ 308,146 |
MERGER WITH THE FORMER GOLDEN OCEAN - Summary of Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Business Acquisition [Line Items] | |||
Total operating revenues | $ 460,023 | $ 256,863 | $ 190,238 |
Net (loss) income | $ (2,348) | $ (127,711) | $ (220,839) |
Basic and diluted (loss) earnings per share (in dollars per share) | $ (0.02) | $ (1.34) | $ (7.30) |
Merger with former Golden Ocean [Member] | |||
Business Acquisition [Line Items] | |||
Total operating revenues | $ 225,013 | ||
Net (loss) income from continuing operations | (318,975) | ||
Loss from discontinued operations | 0 | ||
Net (loss) income | $ (318,975) | ||
Basic and diluted (loss) earnings per share from continuing operations (in dollars per share) | $ (1.85) | ||
Basic and diluted loss per share from discontinued operations (in dollars per share) | 0.00 | ||
Basic and diluted (loss) earnings per share (in dollars per share) | $ (1.85) |
INCOME TAXES (Details) |
12 Months Ended |
---|---|
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Foreign Tax exemption expiration date | Mar. 31, 2035 |
SEGMENT INFORMATION (Details) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017
USD ($)
customer
|
Dec. 31, 2016
USD ($)
reportable_segment
customer
|
Dec. 31, 2015
USD ($)
customer
|
|
Revenue from External Customer [Line Items] | |||
Number of reportable segments | reportable_segment | 1 | ||
Revenue, number of major customers | customer | 1 | 2 | 1 |
Revenues | $ 460,023 | $ 256,863 | $ 190,238 |
Name of Major Customer 1 [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | $ 59,700 | 34,500 | $ 28,000 |
Name of Major Customer 2 [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | $ 27,100 |
EARNINGS PER SHARE (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Earnings Per Share [Abstract] | |||
Net (loss) income | $ (2,348) | $ (127,711) | $ (220,839) |
Weighted average number of shares outstanding - basic | 125,019,000 | 95,238,000 | 30,243,000 |
Impact of restricted stock units | 0 | 8,000 | 27,000 |
Weighted average number of shares outstanding - diluted | 125,019,000 | 95,246,000 | 30,270,000 |
Stock Compensation Plan [Member] | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from EPS (in shares) | 324,338 | 84,000 | 76,200 |
Convertible Debt [Member] | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from EPS (in shares) | 2,264,173 | 2,268,860 | 2,007,025 |
LEASES - Future Minimum Operating Lease Expense Payments (Details) $ in Thousands |
Dec. 31, 2017
USD ($)
|
---|---|
Leases [Abstract] | |
2018 | $ 37,008 |
2019 | 35,369 |
2020 | 35,474 |
2021 | 35,066 |
2022 | 32,043 |
Thereafter | 137,162 |
Total | $ 312,122 |
LEASES - Summary of Charter Hire Expense under Operating Leases, Net (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Operating Leased Assets [Line Items] | |||
Charter hire expenses | $ 70,673 | $ 53,691 | $ 30,719 |
Charter hire expenses, operating leases | |||
Operating Leased Assets [Line Items] | |||
Charter hire expenses | 71,345 | 54,365 | 32,118 |
Amortization of unfavorable time charter contracts-in | |||
Operating Leased Assets [Line Items] | |||
Charter hire expenses | $ (672) | $ (674) | $ (1,399) |
LEASES - Future Minimum Operating Lease Revenue Receipts (Details) $ in Thousands |
Dec. 31, 2017
USD ($)
|
---|---|
Leases [Abstract] | |
2018 | $ 57,494 |
2019 | 35,785 |
2020 | 23,166 |
2021 | 8,370 |
2022 | 0 |
Thereafter | 0 |
Total | $ 124,815 |
MARKETABLE SECURITIES - Summary of Available-For-Sale Securities (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Available-for-sale Securities [Roll Forward] | ||
Balance at start of year | $ 6,524 | $ 14,615 |
Disposals during the year | 0 | (328) |
Additions during the year | 6,740 | 0 |
Unrealized gain (loss), net | 3,036 | (7,763) |
Balance at end of year | $ 16,300 | $ 6,524 |
TRADE ACCOUNTS RECEIVABLE, NET (Details) $ in Thousands |
1 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2016
USD ($)
|
Dec. 31, 2017
USD ($)
|
Dec. 31, 2016
USD ($)
|
Dec. 31, 2015
USD ($)
|
Dec. 31, 2012
vessel
|
|
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||
Allowance for doubtful accounts balance, beginning balance | $ 952 | $ 7,946 | $ 7,434 | ||
Additions charged to income | 462 | 199 | 512 | ||
Deductions credited to trade receivables | (768) | (7,193) | |||
Allowance for doubtful accounts balance, ending balance | $ 646 | 952 | $ 7,946 | ||
Bad debt write off | 7,000 | ||||
VLCC Mayfair and VLCC Camden [Member] | |||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||
Number of vessels disposed of | vessel | 2 | ||||
Proceeds from settlement of claims | $ 2,400 | ||||
VLCC Mayfair [Member] | |||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||
Proceeds from settlement of claims | $ 1,700 | ||||
VLCC Camden [Member] | |||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||
Proceeds from settlement of claims | $ 700 |
OTHER RECEIVABLES (Details) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Other Receivables [Abstract] | ||
Agent receivables | $ 4,794 | $ 2,070 |
Advances | 664 | 486 |
Claims receivables | 1,819 | 420 |
Other receivables | 18,160 | 8,011 |
Total other receivables | 25,437 | 10,987 |
Allowance for doubtful accounts | $ 0 | $ 0 |
VALUE OF CHARTER PARTY CONTRACTS - Movement in Favorable Charter Party Contracts (Details) - USD ($) $ in Thousands |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Mar. 31, 2015 |
|
Increase (Decrease) In Favorable Charter Party Contracts [Roll Forward] | ||||
Opening balance | $ 76,099 | $ 103,376 | $ 0 | |
Acquired as a result of the Merger | (3,080) | 0 | 127,090 | |
Amortization charge | (19,333) | (27,277) | (23,714) | |
Total | 53,686 | 76,099 | 103,376 | |
Less: current portion | (18,732) | (22,413) | (28,829) | $ (30,417) |
Non-current portion | $ 34,954 | $ 53,686 | $ 74,547 | $ 96,673 |
VALUE OF CHARTER PARTY CONTRACTS - Summary of Favorable Charter Contracts (Details) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|---|---|
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
2018 | $ 18,732 | |||
2019 | 18,732 | |||
2020 | 12,148 | |||
2021 | 4,074 | |||
2022 | 0 | |||
Thereafter | 0 | |||
Total | $ 53,686 | $ 76,099 | $ 103,376 | $ 0 |
VALUE OF CHARTER PARTY CONTRACTS - Movement in Unfavorable Charter Party Contracts (Details) - USD ($) $ in Thousands |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Mar. 31, 2015 |
|
Increase (Decrease) In Unfavorable Charter Party Contracts [Roll Forward] | ||||
Opening balance | $ 5,470 | $ 6,144 | $ 0 | |
Acquired as a result of the Merger | 0 | 0 | 7,543 | |
Amortization charge | 672 | 674 | 1,399 | |
Total | 4,798 | 5,470 | 6,144 | |
Less: current portion | (672) | (672) | (674) | $ (1,567) |
Non-current portion | $ 4,126 | $ 4,798 | $ 5,470 | $ 5,976 |
VALUE OF CHARTER PARTY CONTRACTS - Summary of Unfavorable Charter Party Contracts (Details) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|---|---|
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
2018 | $ 672 | |||
2019 | 672 | |||
2020 | 674 | |||
2021 | 672 | |||
2022 | 672 | |||
Thereafter | 1,436 | |||
Total | $ 4,798 | $ 5,470 | $ 6,144 | $ 0 |
VALUE OF CHARTER PARTY CONTRACTS - Additional Information (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Acquired time charter contracts from Quintana | $ 3,080 | $ 0 | $ (127,090) |
Amortization of charter party-out contracts | 19,333 | 27,277 | 23,714 |
Amortization of charter party-in contracts | $ 672 | $ 674 | $ 1,399 |
VESSELS AND EQUIPMENT, NET - Summary of Changes in Vessels and Equipment, Net (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Vessels and equipment [Roll Forward] | |||
Cost, beginning of period | $ 1,873,795 | $ 1,540,559 | |
Accumulated depreciation beginning balance | (114,856) | (52,354) | |
Net book value, beginning balance | 1,758,939 | 1,488,205 | |
Additions | 448,392 | 194 | |
Disposals | (148,908) | (92,351) | |
Disposals depreciation | 8,403 | ||
Transfer from newbuildings | 227,336 | 425,393 | |
Impairment loss | (1,066) | (985) | $ (152,597) |
Depreciation | (78,093) | (62,502) | (51,578) |
Balance, end of period | 2,399,549 | 1,873,795 | 1,540,559 |
Accumulated depreciation ending balance | (184,546) | (114,856) | (52,354) |
Net book value, ending balance | $ 2,215,003 | $ 1,758,939 | $ 1,488,205 |
VESSELS UNDER CAPITAL LEASES, NET - Summary of Book Value of Vessels Under Capital Lease (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Capital Leased Assets [Roll Forward] | |||
Vessel under capital leases, beginning balance | $ 2,956 | $ 8,354 | |
Disposals | (3,473) | ||
Impairment loss | (1,066) | (985) | $ (152,597) |
Depreciation | (895) | (940) | |
Vessel under capital leases, ending balance | $ 2,061 | $ 2,956 | $ 8,354 |
VESSELS UNDER CAPITAL LEASES, NET - Summary of Outstanding Obligations Under Capital Leases (Details) $ in Thousands |
Dec. 31, 2017
USD ($)
|
---|---|
Vessels Under Capital Leases [Abstract] | |
2018 | $ 5,944 |
2019 | 5,944 |
2020 | 1,791 |
Thereafter | 0 |
Minimum lease payments | 13,679 |
Less: imputed interest | (1,005) |
Present value of obligations under capital leases | $ 12,674 |
VESSELS UNDER CAPITAL LEASES, NET - Summary of Purchase Options (Details) - Golden Eclipse [Member] $ in Thousands |
Dec. 31, 2017
USD ($)
|
---|---|
Capital Leased Assets [Line Items] | |
April 2018 | $ 38,000 |
April 2019 | 36,250 |
April 2020 | $ 33,550 |
VESSELS UNDER CAPITAL LEASES, NET - Additional Information (Details) - vessel |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Vessels Under Capital Leases [Abstract] | ||
Number of vessels leased out under capital leases to third parties | 1 | 1 |
Lease term | 10 years | |
Remaining lease term | 3 years | 4 years |
NEWBUILDINGS - Movement in Newbuilding Balance (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Movement In Newbuilding Balance [Roll Forward] | ||
New building installments, beginning balance | $ 180,562 | $ 338,614 |
Installments and newbuilding supervision fees paid | 152,501 | 265,083 |
Interest capitalized | 0 | 2,258 |
Transfers to Vessels and Equipment | (227,336) | (425,393) |
New building installments, ending balance | $ 105,727 | $ 180,562 |
OTHER LONG TERM ASSETS - Summary of Other Long Term Assets (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Mar. 31, 2015 |
|
Other long term assets [Line Items] | |||
Other long term assets | $ 10,681 | $ 7,527 | $ 9,116 |
Deferred tax asset | 294 | 343 | |
Ship Finance International Ltd [Member] | |||
Other long term assets [Line Items] | |||
Prepaid charterhire expenses (straight-lining of lease expense) | 3,700 | 5,200 | |
Other Long Term Assets [Member] | |||
Other long term assets [Line Items] | |||
Other long term assets | 1,500 | 2,000 | |
Prepaid Charter Hire Expenses [Member] | Ship Finance International Ltd [Member] | |||
Other long term assets [Line Items] | |||
Prepaid charterhire expenses (straight-lining of lease expense) | $ 8,887 | $ 5,184 |
OTHER LONG TERM ASSETS - Summary of Outstanding Seller's Credit Receivable (Details) $ in Thousands |
Dec. 31, 2017
USD ($)
|
---|---|
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
2018 | $ 500 |
2019 | 1,500 |
2020 | 0 |
2021 | 0 |
2022 | 0 |
Thereafter | 0 |
Total | $ 2,000 |
DEBT - Financial Covenants Additional Information (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Debt Instrument [Line Items] | ||
Minimum cash requirement | $ 20,000,000 | |
Minimum cash requirement percentage | 5.00% | |
Market adjusted equity | 25.00% | |
Restricted cash | $ 60,600,000 | $ 53,800,000 |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Minimum value percentage | 125.00% | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Minimum value percentage | 135.00% |
DEBT - US Dollar Denominated Fixed Rate Debt Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands |
1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
---|---|---|---|---|---|---|---|---|
Mar. 31, 2015 |
Dec. 31, 2017 |
Mar. 31, 2015 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Feb. 29, 2016 |
Mar. 31, 2014 |
|
Debt Instrument [Line Items] | ||||||||
Convertible bond loss on extinguishment | $ 300 | $ 300 | ||||||
Amortization of purchase price adjustment | $ 10,360 | $ 9,494 | ||||||
Convertible Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 3.07% | 3.07% | 3.07% | |||||
Principal amount | $ 200,000 | $ 200,000 | $ 200,000 | |||||
Payment terms | 5 years | |||||||
Convertible conversion price (in dollars per share) | $ 88.15 | $ 88.15 | $ 88.15 | $ 87.19 | ||||
Long-term Debt assumed upon the Merger | $ 161,200 | $ 161,200 | ||||||
Convertible Bond Fair Value Price Upon Merger | 80.60% | 80.60% | ||||||
Purchase price adjustment | $ 38,800 | |||||||
Redemption price | 100.00% | 96.85% | ||||||
Percentage of bonds redeemed | 90.00% | |||||||
Shares issued (in shares) | 2,268,860 | 2,268,860 | ||||||
Debt repurchase | $ 9,400 | $ 9,400 | ||||||
Convertible bond loss on extinguishment | 300 | |||||||
Amortization of purchase price adjustment | $ 10,360 | $ 9,485 | $ 6,600 |
DEBT - Seller's Credit and Deferred Charges Additional Information (Details) |
1 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Mar. 31, 2017
vessel
|
Dec. 31, 2017
USD ($)
|
Dec. 31, 2016
USD ($)
|
Dec. 31, 2013
vessel
|
|
Debt Instrument [Line Items] | ||||
Amortization of purchase price adjustment | $ 10,360,000 | $ 9,494,000 | ||
Number of vessels acquired | vessel | 16 | 2 | ||
Deferred charges | $ 3,900,000 | 5,400,000 | ||
Other Debt Obligations [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 4,800,000 | |||
Amortization of purchase price adjustment | $ 8,300 |
DEBT - Summary of Debt Maturities (Details) $ in Thousands |
Dec. 31, 2017
USD ($)
|
---|---|
Debt Disclosure [Abstract] | |
2018 | $ 109,671 |
2019 | 496,558 |
2020 | 364,767 |
2021 | 267,542 |
2022 | 21,600 |
Thereafter | 0 |
Total | 1,260,138 |
Amortization of purchase price adjustment | (11,744) |
Long-term Debt | $ 1,248,394 |
DEBT - Assets Pledged and Weighted Average Interest Rate Additional Information (Details) $ in Thousands |
Dec. 31, 2017
USD ($)
vessel
|
Dec. 31, 2016
USD ($)
vessel
|
Dec. 31, 2015
USD ($)
|
Mar. 31, 2015
USD ($)
|
Mar. 31, 2014 |
---|---|---|---|---|---|
Debt Instrument [Line Items] | |||||
Number of vessels serving as security | vessel | 59 | 45 | |||
Vessels and equipment, net | $ 2,215,003 | $ 1,758,939 | $ 1,488,205 | $ 632,997 | |
Weighted average interest rate | 2.69% | 2.37% | |||
Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 3.07% | 3.07% | |||
Collateral Pledged [Member] | |||||
Debt Instrument [Line Items] | |||||
Vessels and equipment, net | $ 2,130,000 | $ 1,733,200 |
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Payables and Accruals [Abstract] | ||
Voyage expenses | $ 7,388 | $ 3,467 |
Ship operating expenses | 6,937 | 6,424 |
Administrative expenses | 1,510 | 935 |
Tax expenses | 9 | 12 |
Interest expenses | 8,460 | 7,029 |
Accrued expenses | $ 24,304 | $ 17,867 |
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Mar. 31, 2015 |
---|---|---|---|---|
Other Liabilities Disclosure [Abstract] | ||||
Deferred charter revenue | $ 21,704 | $ 10,509 | ||
Deferred gain on sale and leaseback | 258 | 258 | ||
Unfavorable charter party-in contracts | 672 | 672 | $ 674 | $ 1,567 |
Payroll and Employee Tax accruals | 488 | 396 | ||
Other current liabilities | 8,967 | 2,782 | ||
Total other current liabilities | $ 32,089 | $ 14,617 | $ 28,180 |
OTHER LONG TERM LIABILITIES (Details) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
Mar. 31, 2015 |
---|---|---|---|
Other Liabilities Disclosure [Abstract] | |||
Deferred gain on sale and leaseback | $ 2,485 | $ 2,744 | |
Other long term liabilities | 5,574 | 5,468 | |
Total other long term liabilities | $ 8,059 | $ 8,212 | $ 434 |
SHARE CAPITAL - Summary of Authorized Capital (Details) - USD ($) $ / shares in Units, $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
Oct. 24, 2016 |
Sep. 30, 2016 |
Aug. 31, 2016 |
Jul. 31, 2016 |
Feb. 29, 2016 |
Jan. 31, 2016 |
---|---|---|---|---|---|---|---|---|
Class of Stock [Line Items] | ||||||||
Common stock, shares, authorized | 150,000,000 | 120,000,000 | 600,000,000 | 500,000,000 | ||||
Share capital, par value (in dollars per share) | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.01 | $ 0.01 | $ 0.01 | |
Common Stock $0.05 Par Value [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares, authorized | 150,000,000 | |||||||
Share capital, par value (in dollars per share) | $ 0.05 | |||||||
Common Stock, value, authorized | $ 7,500 | $ 7,500 |
SHARE OPTIONS - Summary of Share Option Outstanding (Details) - $ / shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options Outstanding and Unvested, Weighted average exercise price (in dollars per share) | $ 4.20 | $ 4.20 |
Options Outstanding and Unvested, Number of options (in shares) | 466,667 | 700,000 |
Options Outstanding and Unvested, Weighted Average Remaining Contractual Life | 1 year 10 months 10 days | 2 years 10 months 10 days |
Options Outstanding and Exercisable, Number of options (in shares) | 173,333 | 0 |
Options Outstanding and Exercisable, Weighted average exercise price (in dollars per share) | $ 4.20 | $ 0.00 |
Options Outstanding and Exercisable, Weighted Average Remaining Contractual Life | 1 year 10 months 10 days | 0 years |
RELATED PARTY TRANSACTIONS - Management Agreements Additional Information (Details) |
12 Months Ended | |||
---|---|---|---|---|
Jan. 01, 2017
USD ($)
|
Dec. 31, 2017
vessel
$ / vessel
|
Dec. 31, 2016
USD ($)
vessel
$ / vessel
|
Dec. 31, 2015
USD ($)
|
|
Frontline Management (Bermuda) Ltd [Member] | ||||
Related Party Transaction [Line Items] | ||||
Management Fee to be Paid Per Annum | $ / vessel | 30,555 | 31,875 | ||
Seateam Management Pte Ltd [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of Vessels Under Ship Management | vessel | 20 | 15 | ||
Frontline Ltd [Member] | ||||
Related Party Transaction [Line Items] | ||||
Management Fee Expense | $ 115,000 | $ 115,000 | ||
Quarterly fee for management of Sarbanes Oxley compliance | $ 17,500 | |||
Seateam Management Pte Ltd [Member] | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage | 22.20% |
RELATED PARTY TRANSACTIONS - Summary of Long-Term Balances Owed to Related Parties (Details) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Related Party Transaction [Line Items] | ||
Long-term related party debt | $ 44,000 | $ 0 |
Hemen Holdings Ltd [Member] | ||
Related Party Transaction [Line Items] | ||
Long-term related party debt | $ 44,000 | $ 0 |
RELATED PARTY TRANSACTIONS - Summary of Net Amounts Charged To Related Parties (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Related Party Transaction [Line Items] | |||
Net amounts charged to related party | $ 5,039 | $ 2,847 | $ 870 |
Ship Finance International Ltd [Member] | |||
Related Party Transaction [Line Items] | |||
Net amounts charged to related party | 738 | 795 | 560 |
Seatankers Management Co, Ltd [Member] | |||
Related Party Transaction [Line Items] | |||
Net amounts charged to related party | 933 | 957 | 310 |
United Freight Carriers [Member] | |||
Related Party Transaction [Line Items] | |||
Net amounts charged to related party | 0 | 150 | 0 |
Capesize Chartering Ltd [Member] | |||
Related Party Transaction [Line Items] | |||
Net amounts charged to related party | $ 3,368 | $ 945 | $ 0 |
RELATED PARTY TRANSACTIONS - Summary of Balances Due from Related Parties (Details) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Related Party Transaction [Line Items] | ||
Related party receivables | $ 1,990 | $ 1,927 |
Capesize Chartering Ltd [Member] | ||
Related Party Transaction [Line Items] | ||
Related party receivables | 0 | 322 |
Frontline Ltd [Member] | ||
Related Party Transaction [Line Items] | ||
Related party receivables | 1,095 | 1,523 |
Ship Finance International Ltd [Member] | ||
Related Party Transaction [Line Items] | ||
Related party receivables | 60 | 2 |
Seatankers Management Co, Ltd [Member] | ||
Related Party Transaction [Line Items] | ||
Related party receivables | 825 | 77 |
Golden Opus Inc. [Member] | ||
Related Party Transaction [Line Items] | ||
Related party receivables | $ 10 | $ 3 |
RELATED PARTY TRANSACTIONS - Summary of Short-Term Balance Due to Related Parties (Details) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Related Party Transaction [Line Items] | ||
Short-term balances due to related party | $ 2,730 | $ 1,387 |
Capesize Chartering Ltd [Member] | ||
Related Party Transaction [Line Items] | ||
Short-term balances due to related party | 879 | 0 |
Frontline Ltd [Member] | ||
Related Party Transaction [Line Items] | ||
Short-term balances due to related party | 1,822 | 1,044 |
Seatankers Management Co, Ltd [Member] | ||
Related Party Transaction [Line Items] | ||
Short-term balances due to related party | 0 | 270 |
Golden Opus Inc. [Member] | ||
Related Party Transaction [Line Items] | ||
Short-term balances due to related party | $ 29 | $ 73 |
FINANCIAL ASSETS AND LIABILITIES - Forward Freight Agreements (Details) |
12 Months Ended |
---|---|
Dec. 31, 2017 | |
Forward Freight Agreements [Member] | |
Derivative [Line Items] | |
Aggregate maturity period | 470 days |
FINANCIAL ASSETS AND LIABILITIES - Bunker Derivatives (Details) - t |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Bunker derivatives [Member] | ||
Derivative [Line Items] | ||
Outstanding amount | 36,000 | 3,600 |
FINANCIAL ASSETS AND LIABILITIES - Foreign Currency Risk (Details) - USD ($) $ in Millions |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Currency Swap [Member] | ||
Derivative [Line Items] | ||
Notional amount | $ 7.0 | $ 7.2 |
FINANCIAL ASSETS AND LIABILITIES - Assets Measured at Fair Value on a Nonrecurring Basis (Details) |
3 Months Ended |
---|---|
Sep. 30, 2017
vessel
| |
Supramax Vessels [Member] | |
Derivative [Line Items] | |
Number of vessels classified as held for sale | 6 |
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