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RELATED PARTY TRANSACTIONS
12 Months Ended
Dec. 31, 2017
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

16. RELATED PARTY TRANSACTIONS

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

Navig8 Group consists of Navig8 Limited, the indirect 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.

The Company’s vessel owning subsidiaries have entered into pool agreements with VL8 Pool, Inc. for the Company’s existing and 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”). We do not currently have any Aframax vessels in the V8 Pool. 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 Suez8 Pool, and $250.00 per day per Aframax vessel in the V8 Pool. In addition, for the vessels in the VL8 Pool, VL8 Pool Inc. incurs a commercial management fee charged by a related party equal to 1.25% of all hire revenues, which is deducted from distribution to pool participants. For the vessels in the Suez8 Pool, V8 Pool Inc. incurs a commercial management fee charged by a related party equal to 1.25% of all hire revenues, which is deducted from distribution to pool participants. For the vessels in the V8 Pool, V8 Pool Inc. incurs a commercial management fee charged by a related party equal to 2.0% of all hire revenues, which is deducted from distribution to pool participants.

Navig8 Pools

As of December 31, 2017, 21 of the Company’s VLCC vessels have entered into the VL8 Pool and six of the Company’s Suezmax vessels have entered into the Suez8 Pool.

During the years ended December 31, 2017, 2016 and 2015, the Company earned net pool distributions of $293.0 million (which is comprised of $233.0 million from VL8 Pool, $50.8 million from Suez8 Pool and $9.2 million from V8 Pool), $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) and $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), respectively, from Navig8 pools. These amounts are included in Navig8 pool revenues on the consolidated statement of operations.

As of December 31, 2017 and 2016, a balance of $26.3 million ($18.8 million from VL8 Pool, $6.4 million from Suez8 Pool and $1.1 million from V8 Pool) and $60.7 million ($40.9 million from VL8 Pool, $16.1 million from Suez8 Pool and $3.7 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. Navig8 charterhire expenses during fiscal 2017 included profit share adjustments related to the profit share plan for the Nave Quasar.  For the years ended December 31, 2017, 2016 and 2015, the related expense amounted to $6 thousand, $3.1 million and $11.3 million, 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. The working capital requirements of the Navig8 pools whereby participants provide working capital of $1.0 million, $0.9 million and $0.7 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, 2017 and 2016, the working capital associated with the Company’s owned vessels entered into the VL8 Pool, Suez8 Pool, and V8 Pool aggregated to $26.1 million and $33.1 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 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.

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, 2017 and 2016, the Company recorded supervision fees of $1.1 million and $2.9 million, respectively. These amounts were included in Vessels under construction on the consolidated balance sheet prior to the delivery of the vessels and upon delivery were transferred to Vessels, net as noncurrent assets. As of December 31, 2017 and 2016, $0 and $1.3 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, 2017 and 2016, the Company recorded a total of $1.0 million and $1.3 million, respectively, for corporate administration fees. A payable balance of $32 thousand and 0.1 million remained outstanding as of December 31, 2017 and 2016, respectively.

Other Related Party Transactions

During the years ended December 31, 2017, 2016 and 2015, the Company incurred office expenses totaling approximately $9 thousand,  $7 thousand and $7 thousand, respectively, on behalf of Peter C. Georgiopoulos, the Chairman of the Company’s Board and Chief Executive Officer. As of December 31, 2017 and 2016, a balance due from Mr. Georgiopoulos of approximately $7 thousand and $4 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 and 2015,  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, 2017 and 2016, no balance remains outstanding. On October 13, 2016, Mr. Georgiopoulos resigned as chairman of the board of directors and as a director of Genco.  

During the years ended December 31, 2017, 2016 and 2015, Aegean Marine Petroleum Network, Inc. (“Aegean”) supplied bunkers and lubricating oils to the Company’s vessels and the Company provided office space to Aegean.  During the years ended December 31, 2017, 2016 and 2015, bunkers and lubricating oils supplied by Aegean totaled $2.9 million, $5.2 million and $8.2 million, respectively.  As of December 31, 2017 and 2016, a balance of $0.2 million and $1.0 million, respectively, remains outstanding. Rent and other expenses incurred by Aegean in its New York office totaled $0.2 million in each of the years ended December 31, 2017, 2016 and 2015. As of December 31, 2017 and 2016, no balance remains outstanding. Mr. Georgiopoulos was previously the chairman of Aegean’s board of directors, and John Tavlarios, the Company’s Chief Operating Officer, was previously on Aegean’s board of directors. On June 19, 2017, Mr. Georgiopoulos resigned as chairman of Aegean’s board of directors and Mr. Tavlarios resigned as a director of Aegean.

The Company provided office space to Chemical Transportation Group, Inc. (“Chemical”), an owner and operator of chemical vessels for $79 thousand, $72 thousand and $60 thousand during the years ended December 31, 2017, 2016 and 2015, respectively. Mr. Georgiopoulos is chairman of Chemical’s board of directors. Balances of $2 thousand and $0.1 thousand were outstanding as of December 31, 2017 and 2016, respectively.

Amounts due from the related parties described above as of December 31, 2017 and 2016 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, 2017 and 2016 are included in Accounts payable and accrued expenses on the consolidated balance sheets (except as otherwise indicated above).