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RELATED PARTY TRANSACTIONS
12 Months Ended
Dec. 31, 2016
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

18. RELATED PARTY TRANSACTIONS

 

The following are related party transactions not disclosed elsewhere in these financial statements:

 

Navig8 Group consists of Navig8 Limited, the beneficial owner of over 4% of the Company’s outstanding common shares, and all of its subsidiaries. These subsidiaries include Navig8 Shipmanagement Pte Ltd., Navig8 Asia Pte Ltd, VL8 Management Inc., Navig8 Inc., VL8 Pool Inc. (the VL8 pool manager), V8 Management, Inc., V8 Pool Inc. (the V8 pool and Suez8 pool manager) and Integr8 Fuels Inc. Nicolas Busch, a member of the Company’s Board of Directors, is a director and beneficial owner of Navig8 Limited.

 

In 2015, the Company’s relevant newbuilding and vessel owning subsidiaries entered into pool agreements with VL8 Pool, Inc. for the Company’s existing and newbuilding VLCC vessels and with V8 Pool Inc. for the Company’s Suezmax and Aframax vessels, in each case for VL8 Pool, Inc. and V8 Pool Inc. to act as pool managers (“Pool Managers”). The Pool Managers act as the time charterer of the pool vessels and will enter the pool vessels into employment contracts such as voyage charters. The Pool Managers allocate the revenue of applicable pool vessels between all the pool participants based on pool results and a pre-determined allocation method. Pursuant to each pool agreement, the Company is required to pay an administration fee of $325.00 per day per VLCC vessel in the VL8 Pool and per Suezmax vessel in the V8 Pool, and $250.00 per day per Aframax vessel in the V8 Pool.

 

Navig8 Pools

 

As of December 31, 2016, 23 of the Company’s VLCC vessels have entered into the VL8 pool, ten of the Company’s Suezmax vessels have entered into the Suez8 pool and 4 of the Company’s Aframax vessels have entered into the V8 pool. As of December 31, 2015, 11 of the Company’s VLCC vessels had entered into the VL8 pool, 11 of the Company’s Suezmax vessels have entered into the Suez8 pool and 4 of the Company’s Aframax vessels have entered into the V8 pool.

 

During the years ended December 31, 2016, 2015 and 2014, the Company earned net pool distributions of $368.9 million (which is comprised of $239.0 million from VL8 pool, $103.5 million from Suez8 pool and $26.4 million from V8 pool), $149.6 million (which is comprised of $75.9 million from VL8 pool, $52.4 million from Suez8 pool and $21.3 million from V8 pool) and $0, respectively, from Navig8 pools. These amounts are included in Navig8 pool revenues on the consolidated statement of operations.

 

As of December 31, 2016 and 2015, a balance of $60.7 million ($40.9 million from VL8 pool, $16.1 million from Suez8 pool and $3.7 million from V8 pool) and $38.1 million ($17.3 million from VL8 pool, $15.5 million from Suez8 pool and $5.3 million from V8 pool), respectively, is unpaid and is included in Due from Navig8 pools on the consolidated balance sheet.

 

From the closing of the 2015 merger until March 2016, the Nave Quasar was chartered-in from Navig8 Inc., a subsidiary of Navig8 Limited, at a gross daily rate of $26 thousand, and the pool earnings were subject to a 50% profit share with Navig8 Inc. for earnings above $30 thousand per day. For the years ended December 31, 2016, 2015 and 2014, the related expense amounted to $3.1 million, $11.3 million and $0, respectively, and is included in Navig8 charterhire expenses on the consolidated statement of operations. In March 2016, the Company re-delivered the Nave Quasar to the owner.

 

Working Capital at Navig8 Pools

 

The Company is required to provide working capital to each of VL8 Pool Inc. and V8 Pool Inc. upon delivery of each vessel into the applicable Navig8 pool. During the first quarter of 2016, Navig8 Group revised the working capital requirements of the Navig8 pools whereby participants provide working capital of $1.0 million (from $1.5 million), $0.9 million (from $1.0 million) and $0.7 million (from $0.8 million) to VL8 Pool Inc. in respect of the VL8 pool, V8 Pool Inc. in respect of the Suez8 Pool and V8 Pool Inc. in respect of the V8 Pool, respectively, for each applicable vessel delivered into the pool.

 

As of December 31, 2016 and 2015, the working capital associated with the Company’s owned vessels entered into the VL8 Pool, Suez8 Pool, and V8 Pool aggregated to $33.1 million and $26.0 million, respectively, and is included in Working capital at Navig8 pools on the consolidated balance sheet as noncurrent assets. Additionally, as of December 31, 2016, the working capital associated with the Gener8 Spyridon and Gener8 Ulysses, two recently sold vessels, aggregated to $0.9 million and $1.0 million, respectively, and is included in prepaid expenses and other current assets on the consolidated balance sheet. See Note 8, Delivery and disposal of vessels and Note 22, Subsequent events.  

 

Navig8 Supervision Agreement

 

The Company has supervision agreements with Navig8 Shipmanagement Pte Ltd., or “Navig8 Shipmanagement,” a subsidiary of Navig8 Limited, with regards to the 2015 Acquired VLCC Newbuildings whereby Navig8 Shipmanagement agrees to provide advice and supervision services for the construction of the newbuilding vessels. These services also include project management, plan approval, supervising construction, fabrication and commissioning and vessel delivery services. As per the supervision agreements, Gener8 Subsidiary agrees to pay Navig8 Shipmanagement a total fee of $0.5 million per vessel. During the years ended December 31, 2016 and 2015, the Company recorded supervision fees of $2.9 million and $1.0 million, respectively. These amounts are included in Vessels under construction on the consolidated balance sheet as noncurrent assets. As of December 31, 2016 and 2015, $1.3 million and $4.2 million, respectively, remained outstanding. 

 

Corporate Administration Agreement

 

On December 17, 2013, Navig8 Crude, which merged with the Company on May 7, 2015, entered into a corporate administration agreement with a subsidiary of Navig8 Limited, whereby the Navig8 Limited subsidiary agreed to provide certain administrative services for Navig8 Crude. In accordance with the corporate administration agreement, Navig8 Crude agreed to pay the Navig8 Limited subsidiary a fee of $250.00 per vessel or newbuilding owned by Navig8 Crude per day. During the year ended December 31, 2016 and 2015, Navig8 billed the Company a total of $1.3 million and $0.8 million, respectively, for corporate administration fees. A payable balance of $0.1 million remained outstanding as of December 31, 2016 and 2015.

 

Other Related Party Transactions

 

During the years ended December 31, 2016, 2015 and 2014, the Company incurred office expenses totaling approximately $7 thousand,  $7 thousand and $11 thousand, respectively, on behalf of Peter C. Georgiopoulos, the Chairman of the Company’s Board and Chief Executive Officer. As of December 31, 2016 and 2015, a balance due from Mr. Georgiopoulos of approximately $4 thousand and $7 thousand, respectively, remains outstanding.

 

The Company incurred certain business, travel, and entertainment costs totaling $0.1 million, during each of the years ended December 31, 2016, 2015 and 2014,  on behalf of Genco Shipping & Trading Limited (“Genco”), an owner and operator of dry bulk vessels. During such periods, Mr. Georgiopoulos was chairman of Genco’s board of directors. As of December 31, 2016 and 2015, a balance due from Genco of $0 and $8 thousand, respectively, remains outstanding. On October 13, 2016, Mr. Georgiopoulos resigned as chairman of the board of directors and a director of Genco.  

 

During the year ended December 31, 2014, Genco made available certain of its employees who performed internal audit services for us for which we were invoiced $84 thousand based on actual time spent by the employees.  No such services were provided during the years ended December 31, 2016 and 2015. As of December 31, 2016 and 2015, no balance remains outstanding.

 

Aegean Marine Petroleum Network, Inc. (“Aegean”) supplied bunkers and lubricating oils to the Company’s vessels aggregating $5.2 million, $8.2 million and $17.1 million,  during the years ended December 31, 2016, 2015 and 2014, respectively.  As of December 31, 2016 and 2015, a balance of $1.0 million and $0.8 million, respectively, remains outstanding. Mr. Georgiopoulos is the chairman of Aegean’s board of directors, and John Tavlarios, the Company’s Chief Operating Officer, is on the board of directors of Aegean. As of December 31, 2016 and 2015, no balance remains outstanding. In addition, the Company provided office space to Aegean and Aegean incurred rent and other expenses in its New York office during the years ended December 31, 2016, 2015 and 2014, of $0.2 million in each period. As of December 31, 2016 and 2015, a balance of $0 and $4 thousand, respectively, remains outstanding.

 

The Company provided office space to Chemical Transportation Group, Inc. (“Chemical”), an owner and operator of chemical vessels for $72 thousand, $60 thousand and $45 thousand during the years ended December 31, 2016, 2015 and 2014, respectively. Mr. Georgiopoulos is chairman of Chemical’s board of directors. Balances of $0.1 thousand and $0 were outstanding as of December 31, 2016 and 2015, respectively.

 

During 2013, the Company assigned certain payments associated with bunker supply contracts with third‑party vendors amounting to $20 thousand, to Oaktree Principal Bunker Holdings Ltd., which is managed by Oaktree Capital Management, L.P. One board member of the Company is employed by Oaktree Capital Management, L.P. Prior to the consummation of the 2015 merger on May 7, 2015, three members of the Board were associated with or employed by Oaktree Capital Management, L.P. The fees incurred to Oaktree Principal Bunker Holdings Ltd. for this assignment amounted to $0,  $1.0 million and $3.4 million, for the years ended December 31, 2016, 2015 and 2014, respectively, and this amount is included in Voyage expenses on the consolidated statement of operations. As of December 31, 2016 and 2015, there was no balance due to Oaktree Principal Bunker Holdings Ltd.

 

The Company purchased bunkers from Integr8 Fuels Inc., a subsidiary of Navig8 Limited, amounting to $0,  $6.5 million and $8.6 million, for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016 and 2015, there was no balance due to Integr8 Fuels Inc.

 

Amounts due from the related parties described above as of December 31, 2016 and 2015 are included in Prepaid expenses and other current assets on the consolidated balance sheets (except as otherwise indicated above); amounts due to the related parties described above as of December 31, 2016 and 2015 are included in Accounts payable and accrued expenses on the consolidated balance sheets (except as otherwise indicated above).