UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM 20-F
(Mark One)
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OR
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OR
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OR
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For the fiscal year ended December 31, 2020
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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, Bermuda, HM 08
(Address of principal executive offices)
James Ayers, Telephone: (1) 441 2956935, 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)
Securities registered or to be registered pursuant to Section 12(b) of the Act
Title of each class
Common Shares, Par Value $0.05 Per Share
Trading Symbol
GOGL
Name of each exchange on which registered
NASDAQ Global Select Market
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period
covered by the annual report.
143,327,697 Common Shares, Par Value $0.05 Per Share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o
No x
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes o
No x
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x
No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files).
Yes x
No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an
emerging growth company. See definition of "large accelerated filer", "accelerated filer", and "emerging growth company" in
Rule 12b-2 of the Exchange Act.:
Large accelerated filer o
Non-accelerated filer o
Accelerated filer x
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term ''new or revised financial accounting standard'' refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this
filing:
U.S. GAAP x
International Financial Reporting Standards as issued by the
International Accounting Standards Board o
Other o
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow:
Item 17 o
Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes ☐
No ☒
INDEX TO REPORT ON FORM 20-F
PAGE
PART I
Item 1.
Item 2.
Item 3.
Item 4.
Item 4A.
Item 5.
Item 6.
Item 7.
Item 8.
Item 9.
Item 10.
Item 11.
Item 12.
PART II
Identity of Directors, Senior Management and Advisers
Offer Statistics and Expected Timetable
Key Information
Information on the Company
Unresolved Staff Comments
Operating and Financial Review and Prospects
Directors, Senior Management and Employees
Major Shareholders and Related Party Transactions
Financial Information
The Offer and Listing
Additional Information
Quantitative and Qualitative Disclosures about Market Risk
Description of Securities other than Equity Securities
Item 13.
Item 14.
Item 15.
Item 16.
Item 16A.
Item 16B.
Item 16C.
Item 16D.
Item 16E.
Item 16F.
Item 16G.
Item 16H. Mine Safety Disclosures
Defaults, Dividend Arrearages and Delinquencies
Material Modifications to the Rights of Security Holders and Use of Proceeds
Controls and Procedures
[Reserved]
Audit committee financial expert
Code of Ethics
Principal Accountant Fees and Services
Exemptions from the Listing Standards for Audit Committees
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
Change in Registrant's Certifying Accountant
Corporate Governance
PART III
Item 17.
Item 18.
Item 19.
Financial Statements
Financial Statements
Exhibits
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND SUMMARY OF RISK
FACTORS
Matters discussed in this annual report may constitute forward-looking statements. The Private Securities Litigation Reform Act
of 1995 (the "PSLRA"), provides safe harbor protections for forward-looking statements in order to encourage companies to
provide prospective information about their business. Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other
than statements of historical facts.
We are taking advantage of the safe harbor provisions of the PSLRA and are including this cautionary statement in connection
therewith. This document and any other written or oral statements made by us or on our behalf may include forward-looking
statements, which reflect our current views with respect to future events and financial performance. This annual report includes
assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as "forward-
looking statements." We caution that assumptions, expectations, projections, intentions and beliefs about future events may and
often do vary from actual results and the differences can be material. When used in this document, the words "believe,"
"expect," "anticipate," "estimate," "intend," "plan," "targets," "projects," "likely," "will," "would," "could," "seeks," "potential,"
"continue," "contemplate," "possible," "might," "forecasts," "may," "should" and similar expressions or phrases may identify
forward-looking statements.
The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon
further assumptions, including without limitation, management's examination of historical operating trends, data contained in
our records and other data available from third parties. Although we believe that these assumptions were reasonable when
made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or
impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations,
beliefs or projections. As a result, you are cautioned not to rely on any forward-looking statements.
In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could cause
actual results to differ materially from those discussed in the forward-looking statements include among other things:
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general market trends in the dry bulk industry, which is cyclical and volatile, including fluctuations in charter hire rates
and vessel values;
a decrease in the market value of our vessels;
changes in supply and demand in the dry bulk shipping industry, including the market for our vessels and the number
of newbuildings under construction;
an oversupply of dry bulk vessels which may depress charter rates and profitability;
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;
the failure of our contract counterparties to meet their obligations, including changes in credit risk with respect to our
counterparties on contracts;
the loss of a large customer or significant business relationship;
the strength of world economies;
the volatility of prevailing spot market and charter-hire charter rates, which may negatively affect our earnings;
our ability to successfully employ our dry bulk vessels and replace our operating leases on favorable terms, or at all;
the success and profitability of the pools in which our vessels operate;
changes in our operating expenses and voyage costs, including bunker prices, fuel prices (including increased costs for
low sulfur fuel), drydocking, crewing and insurance costs;
the adequacy of our insurance to cover our losses, including in the case of a vessel collision;
vessel breakdowns and instances of off-hire;
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 of vessels under construction, the
delivery and commencement of operation dates, expected downtime and lost revenue);
risks associated with any future vessel construction or the purchase of second-hand vessels;
our expectations regarding the availability of vessel acquisitions and our ability to complete acquisition transactions
planned, including the Vessel Acquisition (defined later);
the potential for technological innovation in the sectors in which we operate to reduce the value of our vessels and
charter income derived therefrom;
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the failure to protect our information technology and communications system against security breaches or the failure or
unavailability of these systems for a significant period of time;
potential liability from safety, environmental, governmental and other requirements and potential significant additional
expenditures (by us and our customers) related to complying with such regulations;
the withdrawal of the U.K. from the European Union and the potential negative effect on global economic conditions
and financial markets;
changes in governmental rules and regulations or actions taken by regulatory authorities and the impact of government
inquiries and investigations;
the arrest of our vessels by maritime claimants;
government requisition of our vessels during a period of war or emergency;
our compliance with complex laws, regulations, including environmental laws and regulations and the U.S. Foreign
Corrupt Practices Act of 1977;
potential difference in interests between or among certain members of our board of directors, executive officers, senior
management and shareholders;
our ability to attract, retain and motivate key employees;
work stoppages or other labor disruptions by our employees or the employees of other companies in related industries;
potential exposure or loss from investment in derivative instruments;
stability of Europe and the Euro or the inability of countries to refinance their debts;
fluctuations in interest rates and foreign exchange rates;
acts of piracy on ocean-going vessels, public health threats, terrorist attacks and international hostilities and political
instability;
potential disruption of shipping routes due to accidents or political events;
general domestic and international political and geopolitical conditions or events, including any further changes in
U.S. trade policy that could trigger retaliatory actions by affected countries;
the impact of adverse weather and natural disasters;
the impact of increasing scrutiny and changing expectations from investors, lenders and other market participants with
respect to our Environmental, Social and Governance ("ESG") policies;
changes in seaborne and other transportation;
the length and severity of epidemics and pandemics, including the ongoing global outbreak of COVID-19
("COVID-19") and governmental responses thereto and the impact on the demand for seaborne transportation in the
dry bulk sector;
dependence on the ability of our subsidiaries to distribute funds to satisfy financial obligations;
fluctuations in the contributions of our joint ventures to our profits and losses;
the potential for shareholders to not be able to bring a suit against us or enforce a judgement obtained against us in the
United States;
our treatment as a “passive foreign investment company” by U.S. tax authorities;
being required to pay taxes on U.S. source income;
our operations being subject to economic substance requirements;
the impact of the discontinuance of the London Interbank Offered Rate ("LIBOR"), after 2021 on interest rates of our
debt that reference LIBOR;
the volatility of the stock price for our common shares, from which investors could incur substantial losses, and the
future sale of our common shares, which could cause the market price of our common shares to decline; and
other factors discussed in "Item 3. Key Information D. Risk Factors." in this annual report.
We caution readers of this report not to place undue reliance on these forward-looking statements, which speak only as of their
dates. Except to the extent required by applicable law or regulation, we undertake no obligation to release publicly any revisions
to these forward-looking statements to reflect events or circumstances after the date of this annual report or to reflect the
occurrence of unanticipated events. These forward-looking statements are not guarantees of our future performance, and actual
results and future developments may vary materially from those projected in the forward-looking statements.
ii
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
On October 7, 2014, Knightsbridge Shipping Limited, (''Knightsbridge''), and Golden Ocean Group Limited, (''Former Golden
Ocean''), entered into an agreement and plan of merger ("the Merger Agreement"), pursuant to which the two companies
agreed to merge ("the Merger"), with Knightsbridge serving as the surviving legal entity. The Merger was completed on March
31, 2015, and the name of Knightsbridge was changed to Golden Ocean Group Limited. The Merger has been accounted for as
a business combination using the acquisition method of accounting, with us selected as the accounting acquirer. See "Item 4.
Information on the Company - A. History and Development of the Company" for more information.
Throughout this report, unless the context otherwise requires, "Golden Ocean," the "Company," "we," "us" and "our" refer to
Golden Ocean Group Limited and its subsidiaries.
The term deadweight ton ("dwt"), is used in describing the capacity or size of vessels. Dwt, expressed in metric tons, each of
which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry.
We own and operate dry bulk vessels of the following sizes:
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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 105,000 dwt and 200,000 dwt;
Panamax, which are vessels with carrying capacities of between 65,000 and 105,000 dwt; and
Ultramax, which are vessels with carrying capacities of between 55,000 and 65,000 dwt.
Unless otherwise indicated, all references to "USD", "US$" and "$" in this report are to, and amounts are presented in, U.S.
dollars.
A. SELECTED FINANCIAL DATA
Our selected statement of operations data with respect to the fiscal years ended December 31, 2020, 2019 and 2018, and our
selected balance sheet data as of December 31, 2020 and 2019, have been derived from our consolidated financial statements
included herein and should be read in conjunction with such statements and the notes thereto. The selected balance sheet data as
of December 31, 2018 have been derived from our consolidated financial statements not included herein.
On January 1, 2020, we adopted ASU No 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments, using a modified retrospective approach. The standard revised guidance for the accounting for
credit losses on financial instruments within its scope. The standard added an impairment model known as the current expected
credit loss model that is based on expected losses rather than incurred losses. The new guidance is applicable to financial assets
measured at amortized cost, including trade receivables, contract assets such as voyages in progress and other, as well as related
party receivables. In November 2018, the FASB issued ASU 2018-19, Financial Instruments – Credit losses (ASC 326), which
clarifies that operating lease receivables are not within the scope of ASC 326 and should instead be accounted for under the new
leasing standard, ASC 842. Expected credit losses are estimated using historical experience, information relating to current
conditions and reasonable and supportable cash flows. The implementation of the standard did not have any material effect on
our consolidated financial statements. Refer to Note 3 of "Item 18. Financial Statements" for additional information related to
the adoption of this standard.
On January 1, 2019, we adopted ASC 842 Leases which revises the accounting for leases. We adopted the accounting standard
using the modified retrospective transition approach, which allowed us to recognize a cumulative effect adjustment to the
1
opening balance of accumulated deficit in the period of adoption rather than restate our comparative prior year periods. Refer to
Note 2 of "Item 18. Financial Statements" for additional information related to the adoption of this standard.
We adopted the provisions of ASC 606 Revenue from Contracts with Customers on January 1, 2018 using the modified
retrospective approach.
For our Selected Financial Data for financial years 2017 and 2016, we refer to "Item 3. Key Information-A. Selected Financial
Data" included in our annual report on Form 20-F for the year ended December 31, 2019, which was filed with the U.S.
Securities and Exchange Commission on March 12, 2020.
The following table should also be read in conjunction with "Item 5. Operating and Financial Review and Prospects" and the
consolidated financial statements and notes thereto included herein. Our accounts are maintained in U.S. dollars.
(in thousands of $, except shares, per share data and ratios)
Statement of Operations Data:
Total operating revenues
Total operating expenses
Net operating (loss) income
Net income (loss)
Earnings (loss) per share: basic ($)
Earnings (loss) per share: diluted ($)
Dividends per share ($)
Balance Sheet Data (at end of year):
Cash and cash equivalents
Short term restricted cash
Long term restricted cash
Vessels and equipment, net
Finance leases, right of use assets, net
Operating leases, right of use assets, net
Total assets
Current portion of long-term debt
Current portion of obligations under finance lease
Current portion of obligations under operating lease
Long-term debt
Obligations under finance lease
Obligations under operating lease
Share capital
Total equity
Common shares outstanding
Other Financial Data:
Equity to assets ratio (percentage) (1)
Debt to equity ratio (2)
Price earnings ratio (3)
Time charter equivalent income (4)
Time charter equivalent rate (5)
2
Fiscal year ended December 31,
2020
2019
2018
607,943
672,570
(61,662)
(137,669)
($0.96)
($0.96)
$0.05
153,093
22,009
—
705,799
603,973
100,656
37,189
$0.26
$0.26
$0.33
153,060
10,184
—
656,070
514,308
145,013
84,535
$0.59
$0.59
$0.45
362,071
534
10,000
2,267,686
2,340,753
2,406,456
113,480
22,739
193,987
54,853
1,165
—
2,721,067
87,831
2,966,057
87,787
2,951,354
471,764
23,475
16,783
17,502
14,377
5,649
—
957,652
1,026,083
877,278
127,730
25,254
7,215
151,206
42,010
7,215
1,786
—
7,215
1,368,756
1,513,391
1,523,512
143,327,697
143,277,697
143,827,697
50.3 %
0.9
(4.8)
51.0 %
0.8
22.4
51.6 %
0.9
10.4
426,372
13,466
536,604
16,779
513,960
16,530
(1)
(2)
(3)
(4)
Equity to assets ratio is calculated as total equity divided by total assets.
Debt to equity ratio is calculated as total interest bearing current and long-term liabilities divided by total equity.
Price earnings ratio is calculated using the year end share price divided by basic (loss) earnings per share.
A reconciliation of time charter equivalent income ("TCE income"), to total operating revenues as reflected in the
consolidated statements of operation is as follows:
(in thousands of $)
Total operating revenues
Add: Amortization of favorable charter party contracts
Add: Other operating income
Less: Other revenues
Net time and voyage charter revenues
Less: Voyage expenses & commission
Time charter equivalent income
2020
2019
2018
607,943
705,799
656,070
12,148
2,965
2,140
620,916
194,544
426,372
18,732
(1,170)
1,669
721,692
185,088
536,604
18,733
2,991
1,797
675,997
162,037
513,960
Consistent with general practice in the shipping industry, we use TCE income as a measure to compare revenue generated from
a voyage charter to revenue generated from a time charter. We define TCE income as operating revenues less voyage expenses
and commission plus amortization of time charter party out contracts. Under time charter agreements, voyage costs, such as
bunker fuel, canal and port charges and commissions, are borne and paid by the charterer whereas under voyage charter
agreements, voyage costs are borne and paid by the owner. TCE income is a common shipping industry performance measure
used primarily to compare period-to-period changes in a shipping company’s performance despite changes in the mix of charter
types (i.e., spot charters and time charters) under which the vessels may be employed between the periods. TCE income, a non-
U.S. GAAP measure, provides additional meaningful information in conjunction with operating revenues, the most directly
comparable U.S. GAAP measure, because it assists management in making decisions regarding the deployment and use of our
vessels and in evaluating their financial performance, regardless of whether a vessel has been employed on a time charter or a
voyage charter. For further information regarding the fleet deployment, refer to "Item 5. Operating and Financial Review and
Prospects - A. Operating Results."
(5)
Time charter equivalent rate ("TCE rate"), represents the weighted average daily TCE income of our entire operating
fleet.
(in thousands of $, except for TCE Rate and days)
Time charter equivalent income
Fleet available days
Fleet offhire days
Fleet onhire days
Time charter equivalent rate
2020
2019
2018
426,372
536,604
513,960
32,867
(1,204)
31,663
32,872
(892)
31,980
31,356
(264)
31,092
13,466
16,779
16,530
TCE rate is a measure of the average daily income performance, following alignment of the revenue streams resulting from
operation of the vessels under voyage or spot charters and time charters, as detailed in footnote 5 above. Our method of
calculating TCE rate is determined by dividing TCE income by onhire days during a reporting period. Onhire days are
calculated on a vessel by vessel basis and represent the net of available days and offhire days for each vessel (owned or
chartered in) in our possession during a reporting period. Available days for a vessel during a reporting period is the number of
days the vessel (owned or chartered in) is in our possession during the period. By definition, available days for an owned vessel
equal the calendar days during a reporting period, unless the vessel is delivered by the yard during the relevant period whereas;
available days for a chartered-in vessel equal the tenure in days of the underlying time charter agreement, pro-rated to the
relevant reporting period if such tenure overlaps more than one reporting periods. Offhire days for a vessel during a reporting
period is the number of days the vessel is in our possession during the period but is not operational as a result of unscheduled
repairs, scheduled dry docking or special or intermediate surveys and lay-ups, if any.
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B. CAPITALIZATION AND INDEBTEDNESS
Not applicable.
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
D. RISK FACTORS
The following summarizes the risks that may materially affect our business, financial condition or results of operations. The
occurrence of any of the events described in this section could significantly and negatively affect our business, financial
condition, operating results or the trading price of our securities.
Risks Related to Our Industry
Charter hire rates for dry bulk vessels are volatile, have fluctuated significantly the past years and may decrease below our
break-even rates in the future, which may adversely affect our earnings, revenues and profitability and our ability to comply
with our loan covenants.
Substantially all of our revenues are derived from a single market, the dry bulk segment, and therefore our financial results
depend on chartering activities and developments in this segment. The dry bulk shipping industry is cyclical with attendant
volatility in charter hire rates and profitability. The dry bulk charter market, from which we derive and plan to continue to
derive our revenues, has only recently begun to recover after experiencing a prolonged period of historically low rates. The
degree of charter hire rate volatility among different types of dry bulk vessels has varied widely, and time charter and spot
market rates for dry bulk vessels have in the recent past declined below operating costs of vessels.
Fluctuations in charter rates result from changes in the supply and demand for vessel capacity and changes in the supply and
demand for the major commodities carried on water internationally. Because the factors affecting the supply and demand for
vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in charter rates are
also unpredictable. Since we charter our vessels principally in the spot market, we are exposed to the cyclicality and volatility
of the spot market. Spot market charter hire rates may fluctuate significantly based upon available charters and the supply of
and demand for seaborne shipping capacity, and we may be unable to keep our vessels fully employed in these short-term
markets. Alternatively, charter rates available in the spot market may be insufficient to enable our vessels to operate profitably.
A significant decrease in charter rates would also affect asset values and adversely affect our profitability, cash flows and our
ability to pay dividends.
Furthermore, a significant decrease in charter rates would cause asset values to decline and we may have to record an
impairment charge in our consolidated financial statements which could adversely affect our financial results. In 2020 we have
recorded an impairment loss of $94.2 million on our leased assets equal to the difference between the asset's carrying value and
fair value, which has been recorded as a result of an impairment review performed on an asset by asset basis. Further, because
the market value of our vessels may fluctuate significantly, we may also incur losses when we sell vessels, which may
adversely affect our earnings. If we sell vessels at a time when vessel prices have fallen and before we have recorded an
impairment adjustment to our financial statements, the sale may be at less than the vessel's carrying amount in our financial
statements, resulting in a loss and a reduction in earnings. For instance, during the year ended December 31, 2020, we recorded
impairment losses of $0.7 million, related to sale of vessel. During the year ended December 31, 2018, we recorded impairment
losses of $1.1 million, related to sale of vessels. There were no sales of vessels in 2019.
Factors that influence demand for vessel capacity include:
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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;
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global and regional economic and political conditions and developments, including armed conflicts and terrorist
activities, trade wars, tariffs, embargoes and strikes;
disruptions and developments in international trade, such as resulted from the dam collapse in Brazil in 2019;
changes in seaborne and other transportation patterns, including the distance cargo is transported by sea;
environmental and other regulatory developments;
currency exchange rates, most importantly versus USD;
pandemics, such as the COVID-19 outbreak;
natural disasters and weather; and
diseases and viruses, affecting livestock and humans.
Demand for our dry bulk oceangoing vessels is dependent upon economic growth in the world's economies, seasonal and
regional changes in demand, changes in the capacity of the global dry bulk fleet and the sources and supply of dry bulk cargo
transported by sea. The capacity of the global dry bulk vessels fleet seems likely to increase and economic growth may not
resume in areas that have experienced a recession or continue in other areas. As such, adverse economic, political, social or
other developments could have a material adverse effect on our business and operating results.
Factors that influence the supply of vessel capacity include:
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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;
the degree of recycling of older vessels, depending, among other things, on recycling rates and international recycling
regulations;
number of vessels that are out of service, namely those that are laid-up, dry docked, awaiting repairs or otherwise not
available for hire;
availability of financing for new vessels and shipping activity;
changes in national or international regulations that may effectively cause reductions in the carrying capacity of
vessels or early obsolescence of tonnage; and
changes in environmental and other regulations that may limit the useful lives of vessels.
In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up
include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs,
costs associated with classification society surveys, normal maintenance costs, insurance coverage costs, the efficiency and age
profile of the existing dry bulk fleet in the market, and government and industry regulation of maritime transportation practices,
particularly environmental protection laws and regulations. These factors influencing the supply of and demand for shipping
capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in
industry conditions.
Global economic conditions may negatively impact the dry bulk shipping industry.
In the current global economy, operating businesses are faced with tightening credit, weak demand for goods and services, and
weak international liquidity conditions. There has similarly been a general decline in the willingness by banks and other
financial institutions to extend credit, particularly in the shipping industry, due to the historically volatile asset values of vessels.
As the shipping industry is highly dependent on the availability of credit to finance and expand operations, it has been
negatively affected by this decline. In particular, lower demand for dry bulk cargoes as well as diminished trade credit available
for the delivery of such cargoes have historically led to decreased demand for dry bulk vessels, creating downward pressure on
charter rates and vessel values. Any weakening in global economic conditions may have a number of adverse consequences for
dry bulk and other shipping sectors, including, among other things:
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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.
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The occurrence of one or more of these events could have a material adverse effect on our business, results of operations, cash
flows, financial condition and ability to pay dividends.
The over-supply of dry bulk vessel capacity may depress charter rates, which has and may continue to limit our ability to
operate our dry bulk vessels profitably.
The supply of dry bulk vessels has outpaced vessel demand growth over the past few years, thereby causing downward pressure
on charter rates. World trade contracted this year and as a result the newbuilding orders have declined as well. If the supply of
dry bulk vessels is not fully absorbed by the market, charter rates may be negatively affected.
We are dependent on spot charters and any decrease in spot charter rates in the future may adversely affect our earnings.
We currently operate most of our vessels in the spot market, exposing us to fluctuations in spot market charter rates. We may
also employ any additional vessels that we acquire or take delivery of in the spot market.
Although the number of vessels in our fleet that participate in the spot market will vary from time to time, we anticipate that a
significant portion of our fleet will participate in this market. As a result, our financial performance will be significantly
affected by conditions in the dry bulk spot market and only our vessels that operate under fixed-rate time charters may, during
the period such vessels operate under such time charters, provide a fixed source of revenue to us.
Historically, the dry bulk markets have been volatile as a result of the many conditions and factors that can affect the price,
supply of and demand for dry bulk capacity. Weak global economic trends may further reduce demand for transportation of dry
bulk cargoes over longer distances, which may materially affect our revenues, profitability and cash flows. The spot charter
market may fluctuate significantly based upon supply of and demand for vessels and cargoes. The successful operation of our
vessels in the competitive spot charter market depends upon, among other things, obtaining profitable spot charters and
minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. The spot
market is volatile and there have been periods when spot rates have declined below the operating cost of vessels. If future spot
charter rates decline, then we may be unable to operate our vessels trading in the spot market profitably, or meet our
obligations, including payments on indebtedness. Furthermore, as charter rates for spot charters are fixed for a single voyage,
which may last up to several weeks during periods in which spot charter rates are rising, we will generally experience delays in
realizing the benefits from such increases.
We may not be able to obtain financing on terms acceptable to us or at all, which may negatively impact our business.
The ability to obtain money from the credit markets has become more difficult as many lenders have increased interest rate
margins, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt, and in
some cases ceased to provide funding to borrowers. Due to these factors, we cannot be certain that financing will be available if
needed and to the extent required, on acceptable terms. If financing is not available when needed, or is available only on
unfavorable terms, we may be unable to meet our obligations as they come due or we may be unable to enhance our existing
business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise.
Risks involved with operating ocean-going vessels could affect our business and reputation, which could have a material
adverse effect on our results of operations and financial condition.
The operation of an ocean-going vessel carries inherent risks. These risks include the possibility of:
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loss of life or harm to seamen,
an accident involving a vessel resulting in damage to the asset or a total loss of the same,
a marine disaster,
terrorism,
piracy or robbery,
environmental accidents,
cargo and property losses and damage, and
business interruptions caused by mechanical failure, human error, war, political action in various countries, labor
strikes, or adverse weather conditions.
Any of these circumstances or events could increase our costs or lower our revenues. The involvement of our vessels in an
environmental disaster may harm our reputation as a safe and reliable dry bulk operator.
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Political instability, terrorist attacks, international hostilities and global public health threats can affect the seaborne
transportation industry, which could adversely affect our business.
We conduct most of our operations outside of the United States, and our business, results of operations, cash flows, financial
condition and ability to pay dividends, if any, in the future may be adversely affected by changing economic, political and
government conditions in the countries and regions where our vessels are employed or registered. Moreover, we operate in a
sector of the economy that is likely to be adversely impacted by the effects of political conflicts.
Currently, the world economy faces a number of challenges, including trade tensions between the United States and China and
between the United States and the European Union, continuing turmoil and hostilities in the Middle East, the Korean Peninsula,
North Africa, Venezuela, Iran and other geographic areas and countries, continuing economic weakness in the European Union,
geopolitical events such as the withdrawal of the U.K. from the European Union ("Brexit"), continuing threat of terrorist attacks
around the world, continuing instability and conflicts and other recent occurrences in the Middle East and in other geographic
areas and countries, and stabilizing growth in China, as well as the public health concerns stemming from the COVID-19
outbreak.
The threat of future terrorist attacks around the world, continues to cause uncertainty in the world's financial markets and
international commerce and may affect our business, operating results and financial condition. Continuing conflicts and recent
developments in the Middle East, may lead to additional acts of terrorism and armed conflict around the world, which may
contribute to further economic instability in the global financial markets and international commerce. Additionally, any
escalations between the United States and Iran could result in retaliation from Iran that could potentially affect the shipping
industry, through increased attacks on vessels in the Strait of Hormuz (which already experienced an increased number of
attacks on and seizures of vessels in 2019 and 2020). These uncertainties could also adversely affect our ability to obtain
additional financing or insurance on terms acceptable to us or at all. Any of these occurrences could have a material adverse
impact on our operating results, revenues and costs.
In Europe, large sovereign debts and fiscal deficits, low growth prospects and high unemployment rates in a number of
countries have contributed to the rise of Eurosceptic parties, which would like their countries to leave the Euro. The Brexit
further increases the risk of additional trade protectionism. Brexit, or similar events in other jurisdictions, could impact global
markets, including foreign exchange and securities markets; any resulting changes in currency exchange rates, tariffs, treaties
and other regulatory matters could in turn adversely impact our business and operations.
In addition, concerns regarding the possibility of sovereign debt defaults by European Union member countries have in the past
disrupted financial markets throughout the world, and may lead to weaker consumer demand in the European Union, the United
States, and other parts of the world. The possibility of sovereign debt defaults by European Union member countries and the
possibility of market reforms to float the Chinese renminbi, either of which development could weaken the Euro against the
Chinese renminbi, could adversely affect consumer demand in the European Union. Moreover, the revaluation of the renminbi
may negatively impact the United States' demand for imported goods, many of which are shipped from China. Future weak
economic conditions could have a material adverse effect on our business, results of operations and financial condition and our
ability to pay dividends to our stockholders.
Also, China and the US have implemented certain increasingly protective trade measures with continuing trade tensions,
including significant tariff increases, between these countries. These trade barriers to protect domestic industries against foreign
imports, depress shipping demand. Although the United States and China successfully reached an interim trade in January 2020
that has de-escalated the continuing trade tensions with both sides rolling back tariffs, the extent to which they will implement
the deal is unpredictable, not to mention that either country may freely terminate the deal with advanced written notice
according to the underlying trade agreement. Protectionist developments, or the perception they may occur, may have a material
adverse effect on global economic conditions, and may significantly reduce global trade. Moreover, increasing trade
protectionism may cause an increase in (a) the cost of goods exported from regions globally, (b) the length of time required to
transport goods and (c) the risks associated with exporting goods. Such increases may significantly affect the quantity of goods
to be shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on our
charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire
payments to us and to renew and increase the number of their time charters with us. This could have a material adverse effect
on our business, results of operations, financial condition and our ability to pay any cash distributions to our stockholders.
In addition, public health threats such as influenza and other highly communicable diseases or viruses, outbreaks of which have
from time to time occurred in various parts of the world in which we operate, including China, Japan and South Korea, which
may even become pandemics, such as the COVID-19 virus, could lead to a significant decrease of demand for the
transportation of dry bulk cargoes. Such events may also adversely impact our operations, including timely rotation of our
crews, the timing of completion of any outstanding or future newbuilding projects or repair works in drydock as well as the
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operations of our customers. Delayed rotation of crew may adversely affect the mental and physical health of our crew and the
safe operation of our vessels as a consequence.
Our financial results and operations may be adversely affected by the ongoing outbreak of COVID-19, and related
governmental responses thereto.
Since the beginning of calendar year 2020, the outbreak of COVID-19 that originated in China in late 2019 and that has spread
to most nations around the globe has resulted in numerous actions taken by governments and governmental agencies in an
attempt to mitigate the spread of the virus, including travel bans, quarantines, and other emergency public health measures, and
a number of countries implemented lockdown measures. These measures have resulted in a significant reduction in global
economic activity and extreme volatility in the global financial markets. If the COVID-19 pandemic continues on a prolonged
basis or becomes more severe, the adverse impact on the global economy and the rate environment for dry bulk and other cargo
vessels may deteriorate further and our operations and cash flows may be negatively impacted. Relatively weak global
economic conditions during periods of volatility have and may continue to have a number of adverse consequences for dry bulk
and other shipping sectors, including, among other things:
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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;
loan covenant defaults; and
declaration of bankruptcy by certain vessel operators, vessel owners, shipyards and charterers.
The COVID-19 pandemic and measures to contain its spread have negatively impacted regional and global economies and trade
patterns in markets in which we operate, the way we operate our business, and the businesses of our charterers and suppliers.
These negative impacts could continue or worsen, even after the pandemic itself diminishes or ends. Companies, including us,
have also taken precautions, such as requiring employees to work remotely and imposing travel restrictions, while some other
businesses have been required to close entirely. Moreover, we face significant risks to our personnel and operations due to the
COVID-19 pandemic. Our crews face risk of exposure to COVID-19 as a result of travel to ports in which cases of COVID-19
have been reported. Our shore-based personnel likewise face risk of such exposure, as we maintain offices in areas that have
been impacted by the spread of COVID-19.
Measures against COVID-19 in a number of countries have restricted crew rotations on our vessels, which may continue or
become more severe. As a result, in 2020, we experienced and may continue to experience disruptions to our normal vessel
operations caused by increased deviation time associated with positioning our vessels to countries in which we can undertake a
crew rotation in compliance with such measures. Delays in crew rotations have led to issues with crew fatigue and may
continue to do so, which may result in delays or other operational issues. We have had and expect to continue to have increased
expenses due to incremental fuel consumption and days in which our vessels are unable to earn revenue in order to deviate to
certain ports on which we would ordinarily not call during a typical voyage. We may also incur additional expenses associated
with testing, personal protective equipment, quarantines, and travel expenses such as airfare costs in order to perform crew
rotations in the current environment. In 2020, delays in crew rotations have also caused us to incur additional costs related to
crew bonuses paid to retain the existing crew members on board and may continue to do so.
The COVID-19 pandemic and measures in place against the spread of the virus have led to a highly difficult environment in
which to dispose of vessels given difficulty to physically inspect vessels. The impact of COVID-19 has also resulted in reduced
industrial activity in China with temporary closures of factories and other facilities, labour shortages and restrictions on travel.
We believe these disruptions along with other seasonal factors, including lower demand for some of the cargoes we carry such
as iron ore and coal, have contributed to lower drybulk rates in 2020.
Epidemics may also affect personnel operating payment systems through which we receive revenues from the chartering of our
vessels or pay for our expenses, resulting in delays in payments. Organizations across industries, including ours, are rightly
focusing on their employees' well-being, whilst making sure that their operations continue undisrupted and at the same time,
adapting to the new ways of operating. As such employees are encouraged or even required to operate remotely which
significantly increases the risk of cyber security attacks.
Further, containment measures and quarantine restrictions adopted by many countries worldwide have caused significant impact
on our ability to embark and disembark crew members and on our seafarers themselves. As a result, since the outbreak of
COVID-19 and as of the date of this report, we have encountered certain prolonged delays and surrounding complexities in
embarking and disembarking crew onto our ships which further resulted in increased operational costs and decreased revenues
by reason of off-hires associated with crew rotation and related logistical complications associated with supplying our vessels
with spares or other supplies.
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The occurrence or continued occurrence of any of the foregoing events or other epidemics or an increase in the severity or
duration of the COVID-19 or other epidemics could have a material adverse effect on our business, results of operations, cash
flows, financial condition, value of our vessels, and ability to pay dividends.
We face risks attendant to changes in economic and regulatory conditions around the world.
We face risks attendant to changes in economic environments, changes in interest rates, instability in the banking and securities
markets and trade regulation around the world, among other factors. Major market disruptions and adverse changes in market
conditions and regulatory climate in China, the United States, the European Union and worldwide may adversely affect our
business or impair our ability to borrow amounts under credit facilities or any future financial arrangements.
Additionally, a further economic slowdown in the Asia-Pacific region, especially in China, could negatively affect global
economic markets and the market for dry bulk shipping. Chinese dry bulk imports have accounted for the majority of global dry
bulk transportation growth annually over the last decade, with recent demand growth driven by stronger iron ore and coal
imports into China. Before the global economic financial crisis that began in 2008, China had one of the world's fastest growing
economies in terms of gross domestic product ("GDP"), which had a significant impact on shipping demand. Following the
emergence of COVID-19, China experienced reduced industrial activity with temporary closures of factories and other
facilities, labor shortages and restrictions on travel. China and other countries in the Asia Pacific region may continue to
experience slowed or even negative economic growth in the future including as a result of COVID-19 or other public health
threats. Our financial condition and results of operations, as well as our future prospects, would likely be hindered by a
continuing or worsening economic downturn in any of these countries or geographic regions. Furthermore, there is a rising
threat of a Chinese financial crisis resulting from massive personal and corporate indebtedness and ''trade wars''. The
International Monetary Fund (''IMF'') warned that continuing trade tensions, including significant tariff increases, between the
United States and China could derail recovery from the impacts of COVID-19. Although the United States and China signed a
trade agreement in early 2020, there is no assurance that the Chinese economy will not experience a significant contraction in
the future. Therefore, we cannot assure you that the Chinese economy will grow in the future or that global GDP will not be
affected beyond the IMF's initial forecast.
Over the past several years, the credit markets in the United States and Europe have remained contracted, deleveraged and less
liquid, and the U.S. federal and state governments and European authorities have implemented governmental action and/or new
regulation of the financial markets and may implement additional regulations in the future. Global financial markets have been,
and continue to be, disrupted and volatile. Potential adverse developments in the outlook for the United States or European
countries, or market perceptions concerning these and related issues, could reduce the overall demand for dry bulk cargoes and
for our service, which could negatively affect our financial position, results of operations and cash flow.
Further, governments may turn to trade barriers to protect their domestic industries against foreign imports, thereby depressing
shipping demand. In particular, leaders in the United States have indicated that the United States may seek to implement more
protective trade measures. The results of the 2020 presidential election in the United States have created significant uncertainty
about the future relationship between the United States, China and other exporting countries, including with respect to trade
policies, treaties, government regulations and tariffs. For example, in March 2018, former President Trump announced tariffs
on imported steel and aluminum into the United States that could have a negative impact on international trade generally and
dry bulk shipping specifically, and in January 2019, the United States announced sanctions against Venezuela, which may have
an effect on its oil output and in turn affect global oil supply. However, it is not yet clear how the new United States
administration under President Biden may deviate from former administration's protectionist foreign trade policies.
Protectionist developments, or the perception that they may occur, may have a material adverse effect on global economic
conditions, and may significantly reduce global trade. Moreover, increasing trade protectionism may cause an increase in (a) the
cost of goods exported from regions globally, particularly the Asia-Pacific region, (b) the length of time required to transport
goods and (c) the risks associated with exporting goods. Such increases may significantly affect the quantity of goods to be
shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on our
charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire
payments to us and to renew and increase the number of their time charters with us. This could have a material adverse effect
on our business, results of operations, financial condition and our ability to pay any cash distributions to our stockholders.
Trade actions initiated by the U.S. imposing tariffs on imports have been met with retaliatory tariffs by other countries, adding a
level of tension and uncertainty to the global economic environment. In November 2018, the U.S., Mexico and Canada
executed the U.S.-Mexico-Canada Agreement ("the USMCA"), the successor agreement to the North American Free Trade
Agreement ("NAFTA"). The agreement includes the imposition of tariffs on vehicles that do not meet regional raw material
(steel and aluminum), part and labor content requirements. The agreement was ratified by the U.S. in January 2020.
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While global economic conditions have generally improved, renewed adverse economic and governmental factors, together
with the concurrent volatility in charter rates and vessel values, may have a material adverse effect on our results of operations,
financial condition and cash flows and could cause the price of our common shares to decline. An extended period of
deterioration in the outlook for the world economy could reduce the overall demand for our services and could also adversely
affect our ability to obtain financing on acceptable terms or at all.
Changes in the economic and political environment in China and policies adopted by the government to regulate its
economy may have a material adverse effect on our business, financial condition and results of operations.
The Chinese economy differs from the economies of western countries in such respects as structure, government involvement,
level of development, growth rate, capital reinvestment, allocation of resources, bank regulation, currency and monetary policy,
rate of inflation and balance of payments position. Prior to 1978, the Chinese economy was a "planned economy." Since 1978,
increasing emphasis has been placed on the utilization of market forces in the development of the Chinese economy. Annual
and five year state plans are adopted by the Chinese government in connection with the development of the economy. Although
state-owned enterprises still account for a substantial portion of the Chinese industrial output, in general, the Chinese
government is reducing the level of direct control that it exercises over the economy through State Plans and other measures.
There is an increasing level of freedom and autonomy in areas such as allocation of resources, production, pricing and
management and a gradual shift in emphasis to a ''market economy'' and enterprise reform. Limited price reforms were
undertaken with the result that prices for certain commodities are principally determined by market forces. In addition,
economic reforms may include reforms to the banking and credit sector and may produce a shift away from the export-driven
growth model that has characterized the Chinese economy over the past few decades. Many of the reforms are unprecedented or
experimental and may be subject to revision, change or abolition based upon the outcome of such experiments. The level of
imports to and exports from China could be adversely affected by the failure to continue market reforms or changes to existing
pro-export economic policies. For example, China imposes a tax for non-resident international transportation enterprises
engaged in the provision of services of passengers or cargo, among other items, in and out of China using their own, chartered
or leased vessels. The regulation may subject international transportation companies to Chinese enterprise income tax on profits
generated from international transportation services passing through Chinese ports. This tax or similar regulations, such as the
recently promoted environmental taxes on coal, by China may result in an increase in the cost of raw materials imported to
China and the risks associated with importing raw materials to China, as well as a decrease in any raw materials shipped from
our charterers to China. This could have an adverse impact on our charterers’ business, operating results and financial condition
and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their
time charters with us. The level of imports to and exports from China may also be adversely affected by changes in political,
economic and social conditions (including a slowing of economic growth) or other relevant policies of the Chinese government,
such as changes in laws, regulations or export and import restrictions, internal political instability, changes in currency policies,
changes in trade policies and territorial or trade disputes. A decrease in the level of imports to and exports from China could
adversely affect our business, operating results and financial condition.
In addition, President Xi Jinping committed his country to achieving carbon neutrality by 2060 at the UN General Assembly,
despite that carbon emissions are currently a prominent part of China’s economic and industrial structure as it relies heavily on
nonrenewable energy sources, generally lacks energy efficiency, and has a rapidly growing energy demand. Depending on how
China attempts to achieve carbon neutrality by 2060, including through the reduction in the use of coal, an overall increase in
the use of nonrenewable energy as part of the energy consumption mix and through other means and any reduction in the
demand for coal and related products could have a material adverse effect on our business, cash flows and results of operations.
We conduct a substantial amount of business in China. The legal system in China has inherent uncertainties that could
have a material adverse effect on our business, financial condition and results of operations.
The Chinese legal system is based on written statutes and their legal interpretation by the Standing Committee of the National
People's Congress. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, the Chinese
government has been developing a comprehensive system of commercial laws, and considerable progress has been made in
introducing laws and regulations dealing with economic matters such as foreign investment, corporate organization and
governance, commerce, taxation and trade. However, because these laws and regulations are relatively new, there is a general
lack of internal guidelines or authoritative interpretive guidance and because of the limited number of published cases and their
non-binding nature, interpretation and enforcement of these laws and regulations involve uncertainties. Any administrative and
court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management
attention. Since Chinese administrative and court authorities have significant discretion in interpreting and implementing
statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and
the level of legal protection we enjoy than in more developed legal systems. In response to the ongoing COVID-19 pandemic,
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many countries, ports and organizations, including those where the Company conducts a large part of its operations, have
implemented measures to combat the outbreak, such as quarantines and travel restrictions. Such measures have and will likely
continue to cause severe trade disruptions and delays in operations and transactions globally.
To the extent of our charters, shipbuilding contracts and financing agreements that are governed by English law, if we are
required to commence legal proceedings against a customer, a shipbuilder or a lender based in China, we may have difficulties
in enforcing any judgment rendered by an English court (or other non-Chinese court) in China.
Changes in laws and regulations, including with regards to tax matters, and their implementation by local authorities could
affect our vessels that are either chartered to Chinese customers or that call to Chinese ports and our vessels that undergo dry
docking, or to which we install scrubbers, at Chinese shipyards, and the financial institutions with whom we have entered into
financing agreements, could have a material adverse effect on our business, results of operations and financial condition.
Acts of piracy on ocean-going vessels could adversely affect our business.
Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the
Indian Ocean and in particular the Gulf of Aden off the coast of Somalia and the Gulf of Guinea region off Nigeria, which
experienced increased incidents of piracy in recent years. Sea piracy incidents continue to occur, increasingly on the West Coast
of Africa, with dry bulk vessels and tankers being particularly vulnerable to such attacks. In the past, political conflicts have
also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping. The perception that
our vessels are potential piracy or terrorist targets could have a material adverse impact on our business, financial condition and
results of operations.
Further, if these piracy attacks occur in regions in which our vessels are deployed that insurers characterize as "war risk" zones
or by the Joint War Committee as "war and strikes" listed areas, premiums payable for such coverage could increase
significantly and such insurance coverage may be more difficult to obtain, if available at all. In addition, crew costs, including
costs that may be incurred to the extent we employ on-board security guards, could increase in such circumstances. We may not
be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition,
detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for
our vessels, could have a material adverse impact on our business, results of operations, cash flows, financial condition and may
result in loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make
payments to us under our charters.
The instability of the Euro or the inability of countries to refinance their debts could have a material adverse effect on our
revenue, profitability and financial position.
As a result of the credit crisis in Europe, in particular in Greece, Italy, Ireland, Portugal and Spain, the European Commission
created the European Financial Stability Facility ("the EFSF"), and the European Financial Stability Mechanism ("the EFSM"),
to provide funding to Eurozone countries in financial difficulties that seek such support. In March 2011, the European Council
agreed on the need for Eurozone countries to establish a permanent stability mechanism, the European Stability Mechanism
("the ESM"), which was activated by mutual agreement, to assume the role of the EFSF and the EFSM in providing external
financial assistance to Eurozone countries entered into force in May 2013. Despite these measures, and certainly against the
background of the COVID-19 outbreak, concerns persist regarding the debt burden of certain Eurozone countries and their
ability to meet future financial obligations and the overall stability of the Euro. An extended period of adverse development in
the outlook for European countries could still reduce the overall demand for our services. These potential developments, or
market perceptions concerning these and related issues, could affect our financial position, results of operations and cash flow.
If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the
U.S. government, the European Union, the United Nations or other governmental authorities, it could lead to monetary fines
or adversely affect our reputation and the market for our shares of common stock and its trading price.
While none of our vessels called on ports located in countries or territories that are the subject of country-wide or territory-wide
sanctions or embargoes imposed by the U.S. government or other applicable governmental authorities (“Sanctioned
Jurisdictions”) in violation of sanctions or embargo laws during 2020, and we endeavor to take precautions reasonably designed
to mitigate such risks, it is possible that in the future our vessels may call on ports located in Sanctioned Jurisdictions on
charterers’ instructions and/or without our consent. If such activities result in a violation of sanctions or embargo laws, we
could be subject to monetary fines, penalties, or other sanctions, and our reputation and the market for our common shares
could be adversely affected.
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The applicable sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same
covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or
expanded over time. Current or future counterparties of ours may be affiliated with persons or entities that are or may be in the
future the subject of sanctions or embargoes imposed by the United States, the EU, and/or other international bodies. If we
determine that such sanctions require us to terminate existing or future contracts to which we, or our subsidiaries, are party or if
we are found to be in violation of such applicable sanctions, our results of operations may be adversely affected, or we may
suffer reputational harm.
Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and
intend to maintain such compliance, there can be no assurance that we will be in compliance in the future. Any such violation
could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and
conduct our business, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in
us. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding
securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. The
determination by these investors not to invest in, or to divest from, our common shares may adversely affect the price at which
our common shares trade. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a
result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. In
addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such
as entering into charters with individuals or entities that are not controlled by the governments of countries or territories that are
the subject of certain U.S. sanctions or embargo laws, or engaging in operations associated with those countries or territories
pursuant to contracts with third parties that are unrelated to those countries or territories or entities controlled by their
governments. Investor perception of the value of our common shares may be adversely affected by the consequences of war, the
effects of terrorism, civil unrest and governmental actions in the countries or territories that we operate in.
Compliance with safety and other vessel requirements imposed by classification societies may be costly and could reduce our
net cash flows and net income.
The hull and machinery of every commercial vessel must be certified as being "in class" by a classification society authorized
by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the
applicable rules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention.
A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a
vessel's machinery may be placed on a continuous survey cycle, under which the machinery would be surveyed periodically
over a five-year period. We expect our vessels to be on special survey cycles for hull inspection and continuous survey cycles
for machinery inspection.
Every vessel is also required to be drydocked every 30 to 36 months for inspection of the underwater parts of the vessel.
Vessels under fifteen years of age can waive dry docking on intermediate inspections in order to increase available days and
decrease capital expenditures, provided the vessel is inspected underwater. If any vessel does not maintain its class and/or fails
any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports
and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements.
Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on
our financial condition and results of operations.
Compliance with the above requirements may result in significant expense. If any vessel does not maintain its class or fails any
annual, intermediate or special survey, the vessel will be unable to trade between ports and will be unemployable, which could
have a material adverse effect on our business, results of operations, cash flows and financial condition.
Climate change and greenhouse gas restrictions may adversely impact our operations and markets, and may cause us to
incur substantial costs and to procure low-sulfur fuel oil directly on the wholesale market for storage at sea and onward
consumption on our vessels.
Due to concern over the risk of climate change, a number of countries and the International Maritime Organization ("the
IMO"), have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These
regulatory measures may include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards
and incentives or mandates for renewable energy. More specifically, on October 27, 2016, the IMO's Marine Environment
Protection Committee announced its decision concerning the implementation of regulations mandating a reduction in sulfur
emissions from 3.5% currently to 0.5% as of the beginning of January 1, 2020. Since January 1, 2020, ships must either remove
sulfur from emissions or buy fuel with low sulfur content, which may lead to increased costs and supplementary investments for
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ship owners. The interpretation of "fuel oil used on board" includes use in main engine, auxiliary engines and boilers.
Shipowners may comply with this regulation by (i) using 0.5% sulfur fuels on board, which are available around the world but
at a higher cost; (ii) installing scrubbers for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by
liquefied natural gas, which may not be a viable option due to the lack of supply network and high costs involved in this
process. Costs of compliance with these regulatory changes may be significant and may have a material adverse effect on our
future performance, results of operations, cash flows and financial position. Additional or new conventions, laws and
regulations may be adopted that could require, among others, the installation of expensive emission control systems and could
adversely affect our business, results of operations, cash flows and financial condition.
As of March 18, 2021, 23 of our vessels have been equipped with scrubbers to comply with this change in regulation
("Scrubber Program") and as of January 1, 2020 we have transitioned to burning IMO compliant fuels in our non-scrubber
equipped vessels and as necessary. We continue to evaluate different options in complying with IMO and other rules and
regulations. Our fuel costs and fuel inventories increased in 2020 and might further increase in the future as a result of these
sulfur emission regulations. Low sulfur fuel is more expensive than standard marine fuel containing 3.5% sulfur content and
may become more expensive or difficult to obtain as a result of increased demand. If the cost differential between low sulfur
fuel and high sulfur fuel is significantly higher than anticipated, or if low sulfur fuel is not available at ports on certain trading
routes, it may not be feasible or competitive to operate our vessels on certain trading routes without installing scrubbers or
without incurring deviation time to obtain compliant fuel. Scrubbers may not be available to be installed on such vessels at a
favorable cost or at all if we seek them at a later date. Further there is a risk that if the fuel spread between high sulfur fuel oil
and very low sulfur fuel oil continues to shrink, and therefore the alternative cost related to scrubber investments may increase.
In addition, if sulfur emissions regulations are relaxed in the future, if enforcement is delayed or not applied in the future, or if
the cost differential between low sulfur fuel and high sulfur fuel is lower than anticipated, we may not realize the economic
benefits or recover the cost of our Scrubber Program. In addition, any passage of environmental legislation or other regulatory
initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level,
that restricts emissions of greenhouse gases, or the use of scrubbers could require us to make significant additional financial
expenditures which we cannot predict with certainty at this time.
Fuel is a significant, if not the largest, expense in our shipping operations when vessels are under voyage charter and is an
important factor in negotiating charter rates. Our operations and the performance of our vessels, and as a result our results of
operations, cash flows and financial position, may be negatively affected to the extent that compliant sulfur fuel oils are
unavailable, of low or inconsistent quality, if de-bunkering facilities are unavailable to permit our vessels to accept compliant
fuels when required, or upon occurrence of any of the other foregoing events. Costs of compliance with these and other related
regulatory changes may be significant and may have a material adverse effect on our future performance, results of operations,
cash flows and financial position. As a result, an increase in the price of fuel beyond our expectations may adversely affect our
profitability at the time of charter negotiation. Further, fuel may become much more expensive in the future, which may reduce
the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail.
While we carry cargo insurance to protect us against certain risks of loss of or damage to the procured commodities, we may
not be adequately insured to cover any losses from such operational risks, which could have a material adverse effect on us.
Any significant uninsured or under-insured loss or liability could have a material adverse effect on our business, results of
operations, cash flows and financial condition and our available cash.
In addition, although the emissions of greenhouse gases from international shipping currently are not subject to the Kyoto
Protocol to the United Nations Framework Convention on Climate Change, which required adopting countries to implement
national programs to reduce emissions of certain gases, or the Paris Agreement (discussed further below), a new treaty may be
adopted in the future that includes restrictions on shipping emissions. Compliance with changes in laws, regulations and
obligations relating to climate change affects the propulsion options in subsequent vessel designs and could increase our costs
related to acquiring new vessels, operating and maintaining our existing vessels and require us to install new emission controls,
acquire allowances or pay taxes related to our greenhouse gas emissions or administer and manage a greenhouse gas emissions
program. Revenue generation and strategic growth opportunities may also be adversely affected.
Adverse effects upon the shipping industry relating to climate change, including growing public concern about the
environmental impact of climate change, may also adversely affect demand for our services. The increased focus on ESG may
cause lenders to withdraw from financing vessels within our industry. In addition, the physical effects of climate change,
including changes in weather patterns, extreme weather events, rising sea levels, scarcity of water resources, may negatively
impact our operations.
Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our
ESG policies may impose additional costs on us or expose us to additional risks.
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Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain
institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and in
recent years have placed increasing importance on the implications and social cost of their investments. The increased focus and
activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate
capital or to not commit capital as a result of their assessment of a company’s ESG practices. Companies which do not adapt to
or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are
perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal
requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a
company could be materially and adversely affected.
We may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on
climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result,
we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and
lenders remain invested in us and make further investments in us. If we do not meet these standards, our business and/or our
ability to access capital could be harmed.
Additionally, certain investors and lenders may exclude transportation companies, such as us, from their investing portfolios
altogether due to environmental, social and governance factors. These limitations in both the debt and equity capital markets
may affect our ability to grow as our plans for growth may include accessing the equity and debt capital markets. If those
markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be
unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of
operations and impair our ability to service our indebtedness. Further, it is likely that we will incur additional costs and require
additional resources to monitor, report and comply with wide ranging ESG requirements. The occurrence of any of the
foregoing could have a material adverse effect on our business and financial condition.
We are subject to complex laws and regulations, including environmental laws and regulations, which can increase our
liability and adversely affect our business, results of operations and financial condition.
Our operations will be subject to numerous laws and regulations in the form of international conventions and treaties, national,
state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are
registered, which can significantly affect the ownership and operation of our vessels. Compliance with such laws and
regulations, where applicable, may require installation of costly equipment or operational changes and may affect the resale
value or useful lives of our vessels. Compliance with such laws and regulations may require us to obtain certain permits or
authorizations prior to commencing operations. Failure to obtain such permits or authorizations could materially impact our
business results of operations and financial conditions by delaying or limiting our ability to accept charterers. We may also
incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to,
costs relating to air emissions including greenhouse gases, the management of ballast waters, maintenance and inspection,
development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to
address pollution incidents.
A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or
the suspension or termination of our operations. Environmental requirements can also affect the resale value or useful lives of
our vessels, could require a reduction in cargo capacity, ship modifications or operational changes or restrictions, could lead to
decreased availability of insurance coverage for environmental matters or could result in the denial of access to certain
jurisdictional waters or ports or detention in certain ports. Under local, national and foreign laws, as well as international
treaties and conventions, we could incur material liabilities, including clean-up obligations and natural resource damages
liability, in the event that there is a release of hazardous materials from our vessels or otherwise in connection with our
operations. Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous
substances, which could subject us to liability, without regard to whether we were negligent or at fault. We could also become
subject to personal injury or property damage claims relating to the release of hazardous substances associated with our existing
or historic operations. Violations of, or liabilities under, environmental requirements can result in substantial penalties, fines
and other sanctions, including, in certain instances, seizure or detention of our vessels, and could harm our reputation with
current or potential charterers of our vessels. We will be required to satisfy insurance and financial responsibility requirements
for potential oil (including marine fuel) spills and other pollution incidents. Although we have insurance to cover certain
environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims
will not have a material adverse effect on our business, financial condition, results of operations and cash flows.
Many environmental requirements are designed to reduce the risk of pollution, such as from oil spills, and our compliance with
these requirements could be costly. For example, in order to comply with the sulfur emission requirements of Annex VI of the
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International Convention for the Prevention of Marine Pollution from Ships (“MARPOL”), which instituted a global 0.5%
(lowered from 3.5% as of January 1, 2020) sulfur cap on marine fuel consumed by a vessel, unless the vessel is equipped with a
scrubber, we may be required to incur additional costs to meet new maintenance and inspection requirements, develop
contingency plans for potential spills, and obtain insurance coverage. The increased demand for low sulfur fuels may increase
the costs of fuel for our vessels that do not have scrubbers. Additional conventions, laws and regulations may be adopted that
could limit our ability to do business or increase the cost of doing business and which may materially and adversely affect our
operations.
In addition, regulations relating to ballast water discharge may adversely affect our revenues and profitability. The IMO has
imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms
allowed to be discharged from a vessel's ballast water. Depending on the date of the IOPP renewal survey, existing vessels
constructed before September 8, 2017, must comply with the updated D-2 standard on or after September 8, 2019. For most
vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate
unwanted organisms. Ships constructed on or after September 8, 2017 are to comply with the D-2 standards upon delivery. We
currently have 20 vessels in our fleet constructed prior to September 8, 2017 that do not have ballast water management
systems installed and will need such systems installed on the first upcoming IOPP renewal in order to be D-2 compliant. Costs
in order to become D-2 compliant for these vessels may be substantial and adversely affect our revenues and profitability.
Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit (''VGP'') program and
U.S. National Invasive Species Act (''NISA'') are currently in effect to regulate ballast discharge, exchange and installation, the
Vessel Incidental Discharge Act (''VIDA''), which was signed into law on December 4, 2018, requires that the U.S.
Environmental Protection Agency (“EPA”) develop national standards of performance for approximately 30 discharges, similar
to those found in the VPG within two years. By approximately 2022, the U.S. Coast Guard (“USCG”), must develop
corresponding implementation, compliance and enforcement regulations regarding ballast water. The new regulations could
require the installation of new equipment, which may cause us to incur substantial costs.
Please see “Item 4. Information on the Company - B. Business Overview - Environmental and Other Regulations in the
Shipping Industry” for a discussion of the environmental and other regulations applicable to us.
If we fail to comply with international safety regulations, we may be subject to increased liability, which may adversely affect
our insurance coverage and may result in a denial of access to, or detention in, certain ports.
The operation of our vessels is affected by the requirements set forth in the IMO's International Safety Management Code (the
“ISM Code”). The ISM Code requires shipowners, ship managers and bareboat charterers to develop and maintain an extensive
"Safety Management System" that includes the adoption of a safety and environmental protection policy setting forth
instructions and procedures for safe operation and describing procedures for dealing with emergencies. If we fail to comply
with the ISM Code, we may be subject to increased liability, or may invalidate existing insurance or decrease available
insurance coverage for our affected vessels, and such failure may result in a denial of access to, or detention in, certain ports.
The USCG and European Union authorities enforce compliance with the ISM and International Ship and Port Facility Security
Code (the “ISPS Code”), and prohibit non-compliant vessels from trading in U.S. and European Union ports. This could have a
material adverse effect on our future performance, results of operations, cash flows and financial position. Given that the IMO
continues to review and introduce new regulations, it is impossible to predict what additional regulations, if any, may be passed
by the IMO and what effect, if any, such regulations might have on our operations.
Because such conventions, laws, and regulations are often revised, we cannot predict the ultimate cost of complying with such
conventions, laws and regulations or the impact thereof on the resale prices or useful lives of our vessels. Additional
conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing
business and which may materially adversely affect our operations. We are required by various governmental and
quasigovernmental agencies to obtain certain permits, licenses, certificates, and financial assurances with respect to our
operations.
Please see “Item 4. Information on the Company - B. Business Overview - Environmental and Other Regulations in the
Shipping Industry” for a discussion of the environmental and other regulations applicable to us.
Developments in safety and environmental requirements relating to the recycling of vessels may result in escalated and
unexpected costs.
The 2009 Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships (the "Hong Kong
Convention"), aims to ensure ships, being recycled once they reach the end of their operational lives, do not pose any
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unnecessary risks to the environment, human health and safety. The Hong Kong Convention has yet to be ratified by the
required number of countries to enter into force. Upon the Hong Kong Convention's entry into force, each ship sent for
recycling will have to carry an inventory of its hazardous materials. The hazardous materials, whose use or installation are
prohibited in certain circumstances, are listed in an appendix to the Hong Kong Convention. Ships will be required to have
surveys to verify their inventory of hazardous materials initially, throughout their lives and prior to the ship being recycled. The
Hong Kong Convention, which is currently open for accession by IMO member states, will enter into force 24 months after the
date on which 15 IMO member states, representing at least 40% of world merchant shipping by gross tonnage, have ratified or
approved accession. As of the date of this annual report, 16 countries have ratified or approved accession of the Hong Kong
Convention but the requirement of 40% of world merchant shipping by gross tonnage has not yet been satisfied.
On November 20, 2013, the European Parliament and the Council of the EU adopted the Ship Recycling Regulation, which
retains the requirements of the Hong Kong Convention and requires that certain commercial seagoing vessels flying the flag of
an EU member state may be recycled only in facilities included on the European list of permitted ship recycling facilities.
Apart from that, any vessel, including ours, is required to set up and maintain an Inventory of Hazardous Materials from
December 31, 2018 for EU flagged new ships and from December 31, 2020 for EU flagged existing ships and Non-EU flagged
ships calling at a port or anchorage of an EU member state. Such a system includes Information on the hazardous materials with
a quantity above the threshold values specified in relevant EU Resolution and are identified in ship’s structure and equipment.
This inventory should be properly maintained and updated, especially after repairs, conversions or unscheduled maintenance on
board the ship.
These regulatory requirements may lead to cost escalation by shipyards, repair yards and recycling yards. This may then result
in a decrease in the residual recycling value of a vessel, which could potentially not cover the cost to comply with the latest
requirements, which may have an adverse effect on our future performance, results of operations, cash flows and financial
position.
Maritime claimants could arrest one or more of our vessels, which could interrupt our cash flow.
Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime
lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien
by "arresting" or "attaching" a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels
could result in a significant loss of earnings for the related off-hire period. In addition, in jurisdictions where the "sister ship"
theory of liability applies, such as South Africa, a claimant may arrest the vessel that is subject to the claimant's maritime lien
and any "associated" vessel, which is any vessel owned or controlled by the same owner. In countries with "sister ship" liability
laws, claims might be asserted against us or any of our vessels for liabilities of other vessels that we own.
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
Our vessels may call in ports where smugglers attempt to hide drugs and other contraband on vessels, with or without the
knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our
vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims or
restrictions which could have an adverse effect on our business, financial condition, results of operations and cash flows.
Governments could requisition our vessels during a period of war or emergency resulting in a loss of earnings.
A government of a vessel's registry could requisition for title or seize one or more of our vessels. Requisition for title occurs
when a government takes control of a vessel and becomes the owner. A government could also requisition one or more of our
vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer
at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or
more of our vessels could have a material adverse effect on our business, results of operations, cash flows and financial
condition.
Technological innovation and quality and efficiency requirements from our customers could reduce our charterhire income
and the value of our vessels.
Our customers have a high and increasing focus on quality and compliance standards with their suppliers across the entire
supply chain, including the shipping and transportation segment. Our continued compliance with these standards and quality
requirements is vital for our operations. The charterhire rates and the value and operational life of a vessel are determined by a
number of factors including the vessel’s efficiency, operational flexibility and physical life. Efficiency includes speed, fuel
economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize related
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docking facilities and pass through canals and straits. The length of a vessel’s physical life is related to its original design and
construction, its maintenance and the impact of the stress of operations. We face competition from companies with more
modern vessels with more fuel efficient designs than our vessels, or eco vessels, and if new dry bulk vessels are built that are
more efficient or more flexible or have longer physical lives than the current eco vessels, competition from the current eco
vessels and any more technologically advanced vessels could adversely affect the amount of charterhire payments we receive
for our vessels and the resale value of our vessels could significantly decrease. This could have an adverse effect on our results
of operations, cash flows, financial condition and ability to pay dividends.
Risks Related to Our Business
The market values of our vessels may decline, which could limit the amount of funds that we can borrow, cause us to breach
certain financial covenants in our credit facilities, or result in an impairment charge, and cause us to incur a loss if we sell
vessels following a decline in their market value.
The fair market values of dry bulk vessels, including our vessels, have generally experienced high volatility and may decline in
the future. The fair market value of our vessels may continue to fluctuate depending on the following factors:
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general economic and market conditions affecting the shipping industry;
the balance between the supply and demand of ships of a certain type;
competition from other shipping companies;
the availability of ships of the required size and design;
the availability of other modes of transportations;
cost of newbuildings;
shipyard capacity;
governmental or other regulations;
changes in environmental and other regulations that may limit the useful lives of vessels;
distressed asset sales, including newbuilding contract sales below acquisition costs due to lack of financing;
types, sizes and ages 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.
During the period a vessel is subject to a charter, we might not be permitted to sell it to take advantage of increases in vessel
values without the charterer's consent. If we sell a vessel at a time when ship prices have fallen, the sale may be at less than the
vessel's carrying amount in our financial statements, with the result that we could incur a loss and a reduction in earnings.
During the year ended December 31, 2020, we recorded an impairment loss of $0.7 million, related to the sale of vessels.
During the year ended December 31, 2018, we recorded impairment losses of $1.1 million, related to sale of vessels. There
were no sales of vessels in 2019. The carrying values of our own and leased vessels are reviewed whenever events or changes
in circumstances indicate that the carrying amount of the vessel may no longer be recoverable. We assess recoverability of the
carrying value by estimating the future net cash flows expected to result from the vessel, including eventual disposal for own
vessels. If the future net undiscounted cash flows and the estimated fair market value of the vessel are less than the carrying
value, an impairment loss is recorded equal to the difference between the vessel's carrying value and fair value. In 2020 we
have recorded an impairment loss of $94.2 million on our leased vessels equal to the difference between the asset's carrying
value and fair value, which has been recorded as a result of an impairment review performed on an asset by asset basis. Any
impairment charges incurred as a result of declines in charter rates and other market deterioration could negatively affect our
business, financial condition or operating results or the trading price of our common shares.
In addition, if we determine at any time that a vessel's future useful life and earnings require us to impair its value in our
financial statements, this would result in a charge against our earnings and a reduction of our shareholders' equity. If the fair
market values of our vessels decline, we may not be in compliance with certain covenants contained in our secured credit
facilities, which may result in an event of default. In such circumstances, we may not be able to refinance our debt or obtain
additional financing acceptable to us or at all. Further, if we are not able to comply with the covenants in our secured credit
facilities, and are unable to remedy the relevant breach, our lenders could accelerate our debt and foreclose on our fleet.
Conversely, if vessel values are elevated at a time when we wish to acquire additional vessels, the cost of acquisition may
increase and this could adversely affect our business, results of operations, cash flow and financial condition.
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We may require additional capital in the future, which may not be available on favorable terms, or at all.
Depending on many factors, including market developments, our future earnings, value of our assets and expenditures for any
new projects, we may need additional funds. We cannot guarantee that we will be able to obtain additional financing at all or on
terms acceptable to us. If adequate funds are not available, we may have to reduce expenditures for investments in new and
existing projects, which could hinder our growth, prevent us from realizing potential revenues from prior investments and have
a negative impact on our cash flows and results of operations.
We are highly leveraged, which could significantly limit our ability to execute our business strategy and increase the risk of
default under our debt obligations.
As of December 31, 2020, we had $1,054.0 million of outstanding indebtedness under our credit facilities and debt securities, of
which $87.8 million was classified as current portion of long-term debt. We cannot assure you that we will be able to generate
cash flow in amounts that is sufficient to satisfy these obligations. If we are not able to satisfy these obligations, we may have to
undertake alternative financing plans or sell our assets. In addition, debt service payments under our credit facilities may limit
funds otherwise available for working capital, capital expenditures, payment of cash distributions and other purposes. If we are
unable to meet our debt obligations, or if we otherwise default under our credit facilities, our lenders could declare the debt,
together with accrued interest and fees, to be immediately due and payable and foreclose on our fleet, which could result in the
acceleration of other indebtedness that we may have at such time and the commencement of similar foreclosure proceedings by
other lenders
Our credit facilities impose operating and financial restrictions on us that limit our ability, or the ability of our subsidiaries party
thereto, as applicable, to:
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pay dividends and make capital expenditures if there is an event of default under our credit facilities;
incur additional indebtedness, including the issuance of guarantees, or refinance or prepay any indebtedness, unless
certain conditions exist;
create liens on our assets, unless otherwise permitted under our credit facilities;
change the flag, class or management of our vessels or terminate or materially amend the management agreement
relating to each vessel;
acquire new or sell vessels, unless certain conditions exist;
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• merge or consolidate with, or transfer all or substantially all our assets to, another person; or
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enter into a new line of business.
In addition, our loan agreements, which are secured by liens on our vessels, contain various financial covenants. Among those
covenants are requirements that relate to our financial position, operating performance and liquidity. For example, there are
financial covenants that require us to maintain (i) an equity ratio fixing a minimum value of adjusted equity that is based, in
part, upon the market value of the vessels securing the loans, (ii) minimum levels of free cash, (iii) positive working capital, and
(iv) a minimum value, or loan-to-value, covenant, which could require us to post collateral or prepay a portion of the
outstanding borrowings should the value of the vessels securing borrowings decrease below a required level.
Our ability to comply with the covenants and restrictions contained in our current or future credit facilities may be affected by
events beyond our control, including prevailing economic, financial and industry conditions, interest rate developments,
changes in the funding costs of our banks and changes in vessel earnings and asset valuations. If market or other economic
conditions deteriorate, our ability to comply with these covenants may be impaired. For example, the market value of dry bulk
vessels is likewise sensitive to, among other things, changes in the dry bulk market, with vessel values deteriorating in times
when dry bulk rates are falling or anticipated to fall and improving when charter rates are rising or anticipated to rise. Such
conditions may result in us not being in compliance with our loan covenants. In such a situation, unless our lenders are willing
to provide further waivers of covenant compliance or modifications to our covenants, or would be willing to refinance our
indebtedness, we may have to sell vessels in our fleet and/or seek to raise additional capital in the equity markets in order to
comply with our loan covenants. Furthermore, if the value of our vessels deteriorates significantly, we may have to record an
impairment adjustment in our financial statements, which would adversely affect our financial results and further hinder our
ability to raise capital. The fair market values of our vessels may decline, which could limit the amount of funds that we can
borrow, cause us to breach certain financial covenants in our credit facilities, or result in an impairment charge, and cause us to
incur a loss if we sell vessels following a decline in their market value.
If we are not in compliance with our covenants and are not able to obtain covenant waivers or modifications, our lenders could
require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our
indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet, or they could accelerate
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our indebtedness, any of which would impair our ability to continue to conduct our business. If our indebtedness is accelerated,
we might not be able to refinance our debt or obtain additional financing and could lose our vessels if our lenders foreclose on
their liens. In addition, if we find it necessary to sell our vessels at a time when vessel prices are low, we will recognize losses
and a reduction in our earnings, which could affect our ability to raise additional capital necessary for us to comply with our
loan agreements.
Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our
other credit facilities. A cross-default provision means that a default on one loan would result in a default on certain of our other
loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under
our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other
lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured
indebtedness is accelerated in full or in part, it would be very difficult for us to refinance our debt or obtain additional financing
and we could lose our vessels securing our credit facilities if our lenders foreclose their liens, which would adversely affect our
ability to conduct our business.
Also, any contemplated vessel acquisitions will have to be at levels that do not impair the required ratios set out above. The
global economic downturn that occurred within the past several years had an adverse effect on vessel values, which may occur
again if an economic slowdown arises in the future. If the estimated asset values of the vessels in our fleet decrease, such
decreases may limit the amounts we can draw down under our future credit facilities to purchase additional vessels and our
ability to expand our fleet. In addition, we may be obligated to prepay part of our outstanding debt in order to remain in
compliance with the relevant covenants in our current or future credit facilities. If funds under our current or future credit
facilities become unavailable as a result of a breach of our covenants or otherwise, we may not be able to perform our business
strategy, which could have a material adverse effect on our business, results of operations and financial condition and our
ability to pay dividends.
We may be unable to successfully compete with other vessel operators for charters, which could adversely affect our results
of operations and financial position.
The operation of dry bulk vessels and transportation of dry bulk cargoes is extremely competitive. Competition for the
transportation of dry bulk cargoes by sea is intense and depends on price, location, size, age, condition and the acceptability of
the vessel and its operators to the charterers. Through our operating subsidiaries, we compete with other vessel owners, and, to
a lesser extent, owners of other size vessels. The dry bulk market is highly fragmented. Due in part to the highly fragmented
market, competitors with greater resources could enter the dry bulk shipping industry and operate larger fleets through
consolidations or acquisitions and may be able to offer lower charter rates and higher quality vessels than we are able to offer.
As a result, we cannot assure you that we will be successful in finding continued timely employment of our existing vessels.
Our results of operations are subject to seasonal fluctuations, which may adversely affect our financial condition.
We operate our dry bulk vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in
charter hire rates. The dry bulk sector is typically stronger in the fall and winter months in anticipation of increased
consumption of coal and other raw materials in the Northern Hemisphere. The celebration of Chinese New Year in the first
quarter of each year, also results in lower volumes of seaborne trade into China during this period. In addition, unpredictable
weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. This seasonality may
result in quarter-to-quarter volatility in our revenues and operating results, which could affect our ability to pay dividends, if
any, in the future.
A drop in spot charter rates may provide an incentive for some charterers to default on their charters.
When we enter into a time charter, charter rates under that charter may be fixed for the term of the charter. Seven of our vessels
are currently on a fixed rate time charters with longer duration of more than eleven months from the date of this annual report.
If the spot charter rates or short-term time charter rates in the dry bulk shipping industry become significantly lower than the
time charter equivalent rates that some of our charterers are obligated to pay us under our existing charters, the charterers may
have incentive to default under that charter or attempt to renegotiate the charter. If our charterers fail to pay their obligations,
we would have to attempt to re-charter our vessels at lower charter rates, which would affect our ability to comply with our loan
covenants and operate our vessels profitably. If we are not able to comply with our loan covenants and our lenders choose to
accelerate our indebtedness and foreclose their liens, we could be required to sell vessels in our fleet and our ability to continue
to conduct our business would be impaired.
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Our fixed rate time charters may limit our ability to benefit from any improvement in charter rates, and at the same time,
our revenues may be adversely affected if we do not successfully employ our vessels on the expiration of our charters.
Seven of our vessels are currently on a fixed rate time charters with longer duration of more than eleven months from the date
of this annual report. Although our fixed rate time charters generally provide reliable revenues, they also limit the portion of our
fleet available for spot market voyages during an upswing in the dry bulk industry cycle, when spot market voyages might be
more profitable. By the same token, we cannot assure you that we will be able to successfully employ our vessels in the future
or renew our existing charters at rates sufficient to allow us to operate our business profitably or meet our obligations. A decline
in charter or spot rates or a failure to successfully charter our vessels could have a material adverse effect on our business,
financial condition and results of operations.
We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties to meet
their obligations could cause us to suffer losses or otherwise adversely affect our business.
We have entered, and may enter in the future, into various contracts, including charter parties with our customers, loan
agreements with our lenders, and vessel management, pooling arrangements, newbuilding contracts and other agreements with
other entities, which subject us to counterparty risks. The ability of each of the counterparties to perform its obligations under a
contract with us or contracts entered into on our behalf will depend on a number of factors that are beyond our control and may
include, among other things, general economic conditions, the condition of the shipping sector, the overall financial condition
of the counterparty, charter rates received for our vessels and the supply and demand for commodities. Should a counterparty
fail to honor its obligations under any such contract, we could sustain significant losses which could have a material adverse
effect on our business, financial condition, results of operations and cash flows.
Charterers are sensitive to the commodity markets and may be impacted by market forces affecting commodities. In addition, in
depressed market conditions, charterers may have incentive to renegotiate their charters or default on their obligations under
charters. Should a charterer in the future fail to honor its obligations under agreements with us, it may be difficult to secure
substitute employment for such vessel, and any new charter arrangements we secure on the spot market or on charters may be at
lower rates, depending on the then existing charter rate levels, compared to the rates currently being charged for our vessels. In
addition, if the charterer of a vessel in our fleet that is used as collateral under one or more of our loan agreements defaults on
its charter obligations to us, such default may constitute an event of default under our loan agreements, which may allow the
bank to exercise remedies under our loan agreements. If our charterers fail to meet their obligations to us or attempt to
renegotiate our charter agreements, we could sustain significant losses which could have a material adverse effect on our
business, financial condition, results of operations, cash flows and compliance with covenants in our loan agreements.
Our ability to obtain additional debt financing may be dependent on the performance of our then existing charterers and
their creditworthiness.
The actual or perceived credit quality of our charterers, and any defaults by them, may materially affect our ability to obtain the
additional capital resources required to purchase additional vessels or may significantly increase our costs of obtaining such
capital. Our inability to obtain additional financing at anticipated costs or at all may materially affect our results of operations
and our ability to implement our business strategy.
Our financing arrangements have floating interest rates, which could negatively affect our financial performance as a result
of interest rate fluctuations.
As certain of our current financing agreements have, and our future financing arrangements may have, floating interest rates,
typically based on LIBOR, movements in interest rates could negatively affect our financial performance.
In order to manage our exposure to interest rate fluctuations, we may from time to time use interest rate derivatives to
effectively fix some of our floating rate debt obligations. No assurance can however be given that the use of these derivative
instruments, if any, may affectively protect us from adverse interest rate movements. The use of interest rate derivatives may
affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest rate derivatives
may require us to post cash as collateral, which may impact our free cash position.
Volatility in the London Interbank Offered Rate, or LIBOR, could affect our profitability, earnings and cash flow.
LIBOR may be volatile, with the spread between LIBOR and the prime lending rate widening significantly at times. These
conditions are the result of disruptions in the international markets. At times when we have loans outstanding which are based
on LIBOR, the interest rates borne by such loan facilities fluctuate with changes in LIBOR, and this would affect the amount of
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interest payable on our debt, which, in turn, could have an adverse effect on our profitability, earnings and cash flow. Due in
part to uncertainty relating to the LIBOR calculation process in recent years, it is likely that LIBOR will be phased out in the
future. As a result, lenders have insisted on provisions that entitle the lenders, in their discretion, to replace published LIBOR as
the base for the interest calculation with their cost-of-funds rate. If we are required to agree to such a provision in future loan
agreements, our lending costs could increase significantly, which would also have an adverse effect on our profitability,
earnings and cash flow.
In addition, the banks currently reporting information used to set LIBOR will likely stop such reporting after 2021, when their
commitment to reporting information ends. For example, on July 27, 2017, the U.K. Financial Conduct Authority announced
that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR rates after 2021 (the ‘‘FCA
Announcement’’). The Alternative Reference Rate Committee, a committee convened by the U.S. Federal Reserve that includes
major market participants, has proposed an alternative rate to replace U.S. Dollar LIBOR: the Secured Overnight Financing
Rate, or “SOFR.” The impact of such a transition from LIBOR to SOFR could be significant for us.
We are unable to predict the effect of the FCA Announcement or other reforms, whether currently enacted or enacted in the
future. They may result in the phasing out of LIBOR as a reference rate. The impact of such transition away from LIBOR could
be significant for us because of the number of our financing arrangements that are linked to LIBOR and our substantial
indebtedness. The outcome of reforms may result in increased interest expense to us, may affect our ability to incur debt on
terms acceptable to us and may result in increased costs related to amending our existing debt instruments, which could
adversely affect our business, results of operations and financial condition.
Certain of our directors, executive officers and major shareholders may have interests that are different from the interests of
our other shareholders.
Certain of our directors, executive officers and major shareholders may have interests that are different from, or are in addition
to, the interests of our other shareholders. In particular, Hemen Holding Limited ("Hemen"), a company indirectly controlled by
trusts established by Mr. Fredriksen, our director, for the benefit of his immediate family and certain of its affiliates, may be
deemed to beneficially own approximately 39.9% of our issued and outstanding common shares.
Hemen is also a principal shareholder of a number of other large publicly traded companies involved in various sectors of the
shipping and oil services industries (the "Hemen Related Companies"). In addition, certain of our directors, including Mr.
Lorentzon, Mr. Fredriksen, Mr. O'Shaughnessy and Mr. Svelland, also serve on the boards of one or more of the Hemen
Related Companies, including but not limited to, Frontline Ltd. (NYSE:FRO) ("Frontline"), SFL Corporation Ltd. (NYSE:SFL)
("SFL"), Archer Limited (OSE:ARCHER), Avance Gas Holding Ltd. (OSE:AGAS) ("Avance") and Flex LNG Ltd.
(OSE:FLNG) ("FLEX"). There may be real or apparent conflicts of interest with respect to matters affecting Hemen and other
Hemen Related Companies whose interests in some circumstances may be adverse to our interests.
To the extent that we do business with or compete with other Hemen Related Companies for business opportunities, prospects
or financial resources, or participate in ventures in which other Hemen Related Companies may participate, these directors and
officers may face actual or apparent conflicts of interest in connection with decisions that could have different implications for
us. These decisions may relate to corporate opportunities, corporate strategies, potential acquisitions of businesses, newbuilding
acquisitions, inter-company agreements, the issuance or disposition of securities, the election of new or additional directors and
other matters. Such potential conflicts may delay or limit the opportunities available to us, and it is possible that conflicts may
be resolved in a manner adverse to us or result in agreements that are less favorable to us than terms that would be obtained in
arm's-length negotiations with unaffiliated third-parties.
We are dependent on the success and profitability of the pools in which our vessels operate.
We are party to the pooling arrangements pursuant to which the profitability of our vessels operating in these vessel pools is
dependent upon the pool managers’ and other pool participants’ ability to successfully implement a profitable chartering
strategy, which could include, among other things, obtaining favorable charters and employing vessels in the pool efficiently in
order to service those charters. As of the date of this annual report, 28 of our vessels operate under a revenue sharing agreement
or pool arrangement ("RSA"). If vessels from other pool participants that enter into pools in which we participate are not of
comparable design or quality to our vessels, or if the owners of such other vessels negotiate for greater pool weightings than
those obtained by us, this could negatively impact the profitability of the pools in which we may participate or our profitability
or dilute our interest in the pool's profits.
Further, in addition to bearing charterer credit risk indirectly, we may also face credit risk from our pool managers and other
pool participants. Not all pool managers or pool participants will necessarily provide detailed financial information regarding
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their operations. As a result, pool manager and other pool participant risk is largely assessed on the basis of the reputation of
our pool managers and other pool participants in the market, and even on that basis, there is no assurance that they can or will
fulfill their obligations under the contracts we may enter into with them. As such, pool managers and other pool participants
may fail to fulfill their obligations to us. Should a pool manager or other pool participant fail to honor its obligations under
agreements with us, we may have to withdraw our vessels from the pool and it may be difficult to secure substitute employment
for our vessels, and any new charter arrangements we secure on the spot market, on time charters or in alternative pooling
arrangements may be at lower rates or on less favorable terms, depending on the then existing charter rate levels, compared to
the rates currently being charged for our vessels, and other market conditions. If our pool managers or other pool participants
fail to meet their obligations to us, we could sustain significant losses, which could have a material adverse effect on our
business, financial condition, results of operations and cash flows.
We may not be able to implement our strategy successfully.
Our long term intention is to renew and grow our fleet through selective acquisitions of dry bulk tonnage. Our business plan
will therefore depend upon our ability to identify and acquire suitable vessels to grow our fleet in the future and successfully
employ our vessels.
Growing any business by acquisition presents numerous risks, including undisclosed liabilities and obligations, difficulty
obtaining additional qualified personnel and managing relationships with customers and suppliers. In addition, competition
from other companies, many of which may have significantly greater financial resources than us, may reduce our acquisition
opportunities or cause us to pay higher prices. We cannot assure you that we will be successful in executing our plans to
establish and grow our business or that we will not incur significant expenses and losses in connection with these plans. Our
failure to effectively identify, purchase, develop and integrate any vessels could impede our ability to establish our operations
or implement our growth successfully. Our acquisition growth strategy exposes us to risks that may harm our business, financial
condition and operating results, including risks that we may:
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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.
Purchasing and operating secondhand vessels may result in increased drydocking costs and vessels off-hire, which could
adversely affect our earnings.
Our long term business strategy also includes growth through the acquisition of previously owned vessels. Even following a
physical inspection of secondhand vessels prior to purchase, we do not have the same knowledge about their condition and cost
of any required (or anticipated) repairs than we would have had if these vessels had been built for and operated exclusively by
us. Accordingly, we may not discover defects or other problems with such vessels prior to purchase. Any such hidden defects or
problems, when detected, may be expensive to repair, and if not detected, may result in accidents or other incidents for which
we may become liable to third parties. Also, when purchasing previously owned vessels, we do not receive the benefit of any
builder warranties if the vessels we buy are older than one year.
We have recently entered into agreements, subject to definitive loan and other final documentation and other customary closing
conditions, to acquire 18 dry bulk vessels (the “Vessel Acquisition”) from affiliates of Hemen, the Company’s largest
shareholder. No vessels have been delivered as of the date of this report, and all acquired vessels are scheduled to be delivered
sometime in 2021.
In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. As of the date of this
annual report, the average age of our dry bulk vessel fleet excluding the vessels acquired in the Vessel Acquisition is
approximately 7.8 years. After completion of the Vessel Acquisition, average age of our dry bulk vessels will be reduced to
6.5 years. As our fleet ages, we will incur increased costs. Older vessels are typically less fuel efficient than more recently
constructed vessels due to improvements in engine and hull technology. Governmental regulations, safety and other equipment
standards related to the age of vessels may require expenditures for alterations or the addition of new equipment to some of our
vessels and may restrict the type of activities in which these vessels may engage. We cannot assure you that, as our vessels age,
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market conditions will justify those expenditures or enable us to operate our vessels profitably during the remainder of their
useful lives. As a result, regulations and standards could have a material adverse effect on our business, financial condition,
results of operations and cash flows.
New vessels may experience initial operational difficulties and unexpected incremental start-up costs.
New vessels, during their initial period of operation, have the possibility of encountering structural, mechanical and electrical
problems as well as unexpected incremental start-up costs. Typically, the purchaser of a newbuilding will receive the benefit of
a warranty from the shipyard for newbuildings, but we cannot assure you that any warranty we obtain will be able to resolve
any problem with the vessel without additional costs to us and off-hire periods for the vessel. Upon delivery of a completed
newbuilding from a shipyard, we may incur operating expenses above the incremental start-up costs typically associated with
such a delivery and such expenses may include, among others, additional crew training, consumables and spares.
The operation of dry bulk vessels involves certain unique operational risks.
The operation of dry bulk vessels has certain unique operational risks. With a dry bulk vessel, the cargo itself and its interaction
with the ship can be a risk factor. By their nature, dry bulk cargoes are often heavy, dense and easily shifted, and react badly to
water exposure. In addition, dry bulk vessels are often subjected to battering treatment during unloading operations with grabs,
jackhammers (to pry encrusted cargoes out of the hold), and small bulldozers. This treatment may cause damage to the dry bulk
vessel. Dry bulk vessels damaged due to treatment during unloading procedures may be more susceptible to a breach at sea.
Hull breaches in dry bulk vessels may lead to the flooding of their holds. If a dry bulk vessel suffers flooding in its forward
holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the dry bulk vessel's bulkheads
leading to the loss of the dry bulk vessel. These risks may also impact the risk of loss of life or harm to our crew.
If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent these events. Any of these
circumstances or events could negatively impact our business, financial condition or results of operations. In addition, the loss
of any of our vessels could harm our crew and our reputation as a safe and reliable vessel owner and operator.
Rising fuel, or bunker, prices may adversely affect our profits.
Since we primarily employ our vessels in the spot market, we expect that fuel, or bunkers, will typically be the largest expense
in our shipping operations for our vessels. While we believe that we can transfer increased cost to the customer, and will
experience a competitive advantage as a result of increased bunker prices due to the greater fuel efficiency of our vessels
compared to the average global fleet, changes in the price of fuel may adversely affect our profitability. The price and supply of
fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and
demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries (the "OPEC"), and other oil and gas
producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns.
Fuel may therefore become much more expensive in the future and we might not be able to fully recover this increased cost
through our charter rates.
Operational risks and damage to our vessels could adversely impact our performance.
Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather and
other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error,
war, terrorism, piracy, labor strikes, boycotts and other circumstances or events. These hazards may result in death or injury to
persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our
customer relationships and market disruptions, delay or rerouting. Epidemics and other public health incidents may also lead to
crew member illness, which can disrupt the operations of our vessels, or to public health measures, which may prevent our
vessels from calling on ports or discharging cargo in the affected areas or in other locations after having visited the affected
areas. In addition, our results of operations could be adversely affected to the extent that any of such epidemics and public
health incidents, such as the COVID-19 pandemic, harms the global economy and the Chinese economy in particular.
If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are
unpredictable and may be substantial. We may have to pay drydocking costs that our insurance does not cover at all or in full.
The loss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may
adversely affect our business and financial condition. In addition, space at drydocking facilities is sometimes limited and not all
drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our vessels
may be forced to travel to a drydocking facility that is not conveniently located relative to our vessels' positions. The loss of
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earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities may adversely affect
our business and financial condition.
Further, the loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are
unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs or loss, which
could negatively impact our business, financial condition, results of operations and cash flows.
We rely on our information systems to conduct our business, and failure to protect these systems against security breaches
could adversely affect our business and results of operations, including on our vessels. Additionally, if these systems fail or
become unavailable for any significant period of time, our business could be harmed.
We rely on our computer systems and network infrastructure across our operations, including on our vessels. The safety and
security of our vessels and efficient operation of our business, including processing, transmitting and storing electronic and
financial information, are dependent on computer hardware and software systems, which are increasingly vulnerable to security
breaches and other disruptions. Any significant interruption or failure of our information systems or any significant breach of
security could adversely affect our business and results of operations.
Our vessels rely on information systems for a significant part of their operations, including navigation, provision of services,
propulsion, machinery management, power control, communications and cargo management. We have in place safety and
security measures on our vessels and onshore operations to secure our vessels against cyber-security attacks and any disruption
to their information systems. However, these measures and technology may not adequately prevent security breaches despite
our continuous efforts to upgrade and address the latest known threats. A disruption to the information system of any of our
vessels could lead to, among other things, wrong routing, collision, grounding and propulsion failure.
Beyond our vessels, we rely on industry accepted security measures and technology to securely maintain confidential and
proprietary information maintained on our information systems. However, these measures and technology may not adequately
prevent security breaches. The technology and other controls and processes designed to secure our confidential and proprietary
information, detect and remedy any unauthorized access to that information were designed to obtain reasonable, but not
absolute, assurance that such information is secure and that any unauthorized access is identified and addressed appropriately.
Such controls may in the future fail to prevent or detect, unauthorized access to our confidential and proprietary information. In
addition, the foregoing events could result in violations of applicable privacy and other laws. If confidential information is
inappropriately accessed and used by a third party or an employee for illegal purposes, we may be responsible to the affected
individuals for any losses they may have incurred as a result of misappropriation. In such an instance, we may also be subject to
regulatory action, investigation or liable to a governmental authority for fines or penalties associated with a lapse in the
integrity and security of our information systems.
Our operations, including our vessels, and business administration could be targeted by individuals or groups seeking to
sabotage or disrupt such systems and networks, or to steal data, and these systems may be damaged, shutdown or cease to
function properly (whether by planned upgrades, force majeure, telecommunications failures, hardware or software break-ins or
viruses, other cyber-security incidents or otherwise). For example, the information systems of our vessels may be subject to
threats from hostile cyber or physical attacks, phishing attacks, human errors of omission or commission, structural failures of
resources we control, including hardware and software, and accidents and other failures beyond our control. The threats to our
information systems are constantly evolving, and have become increasingly complex and sophisticated. Furthermore, such
threats change frequently and are often not recognized or detected until after they have been launched, and therefore, we may be
unable to anticipate these threats and may not become aware in a timely manner of such a security breach, which could
exacerbate any damage we experience.
We may be required to expend significant capital and other resources to protect against and remedy any potential or existing
security breaches and their consequences. A cyber-attack could result in significant expenses to investigate and repair security
breaches or system damages and could lead to litigation, fines, other remedial action, heightened regulatory scrutiny and
diminished customer confidence. In addition, our remediation efforts may not be successful and we may not have adequate
insurance to cover these losses.
The unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could
disrupt our business and could have a material adverse effect on our business, results of operations, cash flows and financial
condition.
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Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and
cause disruption of our business.
International shipping is subject to security and customs inspection and related procedures in countries of origin, destination
and trans-shipment points. Under the U.S. Maritime Transportation Security Act of 2002 (the "MTSA"), the USCG issued
regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the
jurisdiction of the United States and at certain ports and facilities. These security procedures can result in delays in the loading,
offloading or trans-shipment and the levying of customs duties, fines or other penalties against exporters or importers and, in
some cases, carriers. Future changes to the existing security procedures may be implemented that could affect the dry bulk
sector. These changes have the potential to impose additional financial and legal obligations on carriers and, in certain cases, to
render the shipment of certain types of goods uneconomical or impractical. These additional costs could reduce the volume of
goods shipped, resulting in a decreased demand for vessels and have a negative effect on our business, revenues and customer
relations.
Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties and an adverse effect
on our business.
We may operate in a number of countries throughout the world, including countries known to have a reputation for corruption.
We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business
conduct and ethics which is consistent and in full compliance with the U.S. Foreign Corrupt Practices Act of 1977 (the "U.S
Foreign Corrupt Practices Act"), and other anti-bribery legislation. We are subject, however, to the risk that we, our affiliated
entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of
such anti-corruption laws, including the U.S. Foreign Corrupt Practices Act. Any such violation could result in substantial fines,
sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our
business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and
ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can
consume significant time and attention of our senior management. Though we have implemented monitoring procedures and
required policies, guidelines, contractual terms and audits, these measures may not prevent or detect failures by our agents or
intermediaries regarding compliance.
Incurrence of expenses or liabilities may reduce or eliminate distributions.
The amount and timing of cash distributions in the future will depend, among other things, on our compliance with covenants in
our credit facilities, earnings, financial condition, cash position, Bermuda law affecting the payment of distributions, restrictions
in our financing agreements and other factors. We could also incur other expenses or contingent liabilities that would reduce or
eliminate the cash available for distribution by us as cash distributions. In addition, the declaration and payment of cash
distributions is subject at all times to the discretion of our Board. We cannot assure you that it will pay cash distributions.
We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material
adverse effect on us.
We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract
disputes, shareholder litigation, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort
claims, employment matters, governmental claims for taxes or duties, and other litigation that arises in the ordinary course of
our business. Although we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of
any claim or other litigation matter, and the ultimate outcome of any litigation or the potential costs to resolve them may have a
material adverse effect on us. Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent
which may have a material adverse effect on our financial condition.
If we do not set aside funds and are unable to borrow or raise funds for vessel replacement at the end of a vessel's useful
life, our revenue will decline, which would adversely affect our business, results of operations and financial condition.
If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, we will be unable to replace the
vessels in our fleet upon the expiration of their remaining useful lives. Our cash flows and income are dependent on the
revenues earned by the chartering of our vessels. If we are unable to replace the vessels in our fleet upon the expiration of their
useful lives, our business, results of operations and financial condition would be adversely affected. Any funds set aside for
vessel replacement will not be available for cash distributions.
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We may not have adequate insurance to compensate us if our vessels are damaged or lost.
In the event of a casualty to a vessel or other catastrophic event, we rely on our insurance to pay the insured value of the vessel
or the damages incurred. We procure insurance for our fleet against those risks that we believe companies in the shipping
industry commonly insure. These insurances include hull and machinery insurance, protection and indemnity insurance, which
include environmental damage and pollution insurance coverage, and war risk insurance. We can give no assurance that we will
be adequately insured against all risks and we cannot guarantee that any particular claim will be paid, even if we have
previously recorded a receivable or revenue in respect of such claim. Our insurance policies may contain deductibles for which
we will be responsible and limitations and exclusions, which may increase our costs or lower our revenues.
We cannot assure you that we will be able to obtain adequate insurance coverage for our vessels in the future or renew our
existing policies on the same or commercially reasonable terms, or at all. For example, more stringent environmental
regulations have in the past led to increased costs for, and in the future may result in the lack of availability of, protection and
indemnity insurance against risks of environmental damage or pollution. Any uninsured or underinsured loss could harm our
business, results of operations, cash flows and financial condition. In addition, our insurance may be voidable by the insurers as
a result of certain of our actions, such as our vessels failing to maintain certification with applicable maritime self-regulatory
organizations. Further, we cannot assure you that our insurance policies will cover all losses that we incur, or that disputes over
insurance claims will not arise with our insurance carriers. Any claims covered by insurance would be subject to deductibles,
and since it is possible that a large number of claims may be brought, the aggregate amount of these deductibles could be
material. In addition, our insurance policies may be subject to limitations and exclusions, which may increase our costs or lower
our revenues, thereby possibly having a material adverse effect on our business, results of operations, cash flows and financial
condition.
We may be subject to calls because we obtain some of our insurance through protection and indemnity associations.
We may be subject to increased premium payments, or calls, if the value of our claim records, the claim records of our fleet
managers, and/or the claim records of other members of the protection and indemnity associations through which we receive
insurance coverage for tort liability (including pollution-related liability) significantly exceed projected claims. Our payment of
these calls could result in significant expense to us, which could have a material adverse effect on our business, results of
operations, cash flows and financial condition. In addition, our protection and indemnity associations may not have enough
resources to cover claims made against them.
We are a holding company, and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our
financial obligations.
We are a holding company and our subsidiaries conduct all of our operations and own all of our operating assets. We have no
significant assets other than the equity interests in our subsidiaries. Our ability to satisfy our financial obligations in the future
depends on our subsidiaries and their ability to distribute funds to us. If we are unable to obtain funds from our subsidiaries, we
may not be able to satisfy our financial obligations.
The international nature of our operations may make the outcome of any bankruptcy proceedings difficult to predict.
We are incorporated under the laws of Bermuda and conduct operations in countries around the world. Consequently, in the
event of any bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding involving us or any of our
subsidiaries, bankruptcy laws other than those of the United States could apply. If we become a debtor under U.S. bankruptcy
law, bankruptcy courts in the United States may seek to assert jurisdiction over all of our assets, wherever located, including
property situated in other countries. There can be no assurance, however, that we would become a debtor in the United States,
or that a U.S. bankruptcy court would be entitled to, or accept, jurisdiction over such a bankruptcy case, or that courts in other
countries that have jurisdiction over us and our operations would recognize a U.S. bankruptcy court's jurisdiction if any other
bankruptcy court would determine it had jurisdiction.
United States tax authorities could treat us as a "passive foreign investment company", which could have adverse United
States federal income tax consequences to United States shareholders.
A foreign corporation will be treated as a "passive foreign investment company" ("PFIC"), for United States federal income tax
purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of "passive income" or (2) at
least 50% of the average value of the corporation's assets produce or are held for the production of those types of "passive
income". For purposes of these tests, "passive income" includes cash distributions, interest, and gains from the sale or exchange
of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in
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connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of
services does not constitute "passive income". United States shareholders of a PFIC are subject to a disadvantageous United
States federal income tax regime with respect to the distributions they receive from the PFIC and the gain, if any, they derive
from the sale or other disposition of their shares in the PFIC.
Based on our current and proposed method of operation, we do not believe that we are or that we have been since the beginning
of our 2004 taxable year, or that we will be a PFIC with respect to any taxable year. In this regard, we intend to treat the gross
income we derive or are deemed to derive from our time chartering and voyage chartering activities as services income, rather
than rental income. Accordingly, we believe that our income from these activities does not constitute "passive income", and the
assets that we own and operate in connection with the production of that income do not constitute assets that produce, or are
held for the production of, "passive income".
Although there is no direct legal authority under the PFIC rules addressing our method of operation there is substantial legal
authority supporting our position consisting of case law and United States Internal Revenue Service (the "IRS"),
pronouncements concerning the characterization of income derived from time charters and voyage charters as services income
for other tax purposes. However, it should be noted that there is also authority that characterizes time charter income as rental
income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of
law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no
assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature
and extent of our operations.
If the IRS were to find that we are or have been a PFIC for any taxable year, our United States shareholders will face adverse
United States federal income tax consequences. Under the PFIC rules, unless those shareholders make an election available
under United States Internal Revenue Code of 1986, as amended (the "Code") (which election could itself have adverse
consequences for such shareholders, as discussed below under "Taxation-United States Federal Income Tax Considerations"),
such shareholders would be liable to pay United States federal income tax at the then prevailing income tax rates on ordinary
income plus interest upon excess distributions and upon any gain from the disposition of our common shares, as if the excess
distribution or gain had been recognized ratably over the shareholder's holding period of our common shares.
We may have to pay tax on United States source income, which would reduce our earnings.
Under the Code, 50% of the gross shipping income of a vessel owning or chartering corporation, such as ourselves and our
subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States,
may be subject to a 4% United States federal income tax without allowance for deduction, unless that corporation qualifies for
exemption from tax under Section 883 of the Code and the applicable Treasury Regulations promulgated thereunder.
We believe that we and each of our subsidiaries qualified for this statutory tax exemption for our taxable year ending on
December 31, 2020 and we will take this position for United States federal income tax return reporting purposes. However,
there are factual circumstances beyond our control that could cause us to lose the benefit of this tax exemption for future taxable
years and thereby become subject to United States federal income tax on our United States source shipping income. For
example, we would no longer qualify for exemption under Section 883 of the Code for a particular taxable year if certain non-
qualified shareholders with a 5% or greater interest in our common shares owned, in the aggregate, 50% or more of our
outstanding common shares for more than half the days during the taxable year. It is possible that we could be subject to this
rule for our taxable year ending on or after December 31, 2021. Due to the factual nature of the issues involved, there can be no
assurances on our tax-exempt status or that of any of our subsidiaries.
If we or our subsidiaries are not entitled to exemption under Section 883 of the Code for any taxable year, we, or our
subsidiaries, could be subject during those years to an effective 2% United States federal income tax on gross shipping income
derived during such a year that is attributable to the transport of cargoes to or from the United States. The imposition of this tax
would have a negative effect on our business. However, the amount of our shipping income that would be subject to this tax has
historically not been material.
Because our offices and most of our assets are outside the United States, you may not be able to bring suit against us, or
enforce a judgment obtained against us in the United States.
Our executive offices, administrative activities and assets are located outside the United States. As a result, it may be more
difficult for investors to effect service of process within the United States upon us, or to enforce both in the United States and
outside the United States judgments against us in any action, including actions predicated upon the civil liability provisions of
the federal securities laws of the United States.
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As an exempted company incorporated under Bermuda law, our operations may be subject to economic substance
requirements.
The Economic Substance Act 2018 and the Economic Substance Regulations 2018 of Bermuda (the ''Economic Substance Act''
and the ''Economic Substance Regulations'' respectively) became operative on December 31, 2018. The Economic Substance
Act applies to every registered entity in Bermuda that engages in a relevant activity and requires that every such entity shall
maintain a substantial economic presence in Bermuda. Relevant activities for the purposes of the Economic Substance Act are
banking business, insurance business, fund management business, financing business, leasing business, headquarters business,
shipping business, distribution and service center business, intellectual property holding business and conducting business as a
holding entity.
The Bermuda Economic Substance Act provides that a registered entity that carries on a relevant activity complies with
economic substance requirements if (a) it is directed and managed in Bermuda, (b) its core income-generating activities (as may
be prescribed) are undertaken in Bermuda with respect to the relevant activity, (c) it maintains adequate physical presence in
Bermuda, (d) it has adequate full time employees in Bermuda with suitable qualifications and (e) it incurs adequate operating
expenditure in Bermuda in relation to the relevant activity.
A registered entity that carries on a relevant activity is obliged under the Bermuda Economic Substance Act to file a declaration
in the prescribed form (the “Declaration”) with the Registrar of Companies (the “Registrar”) on an annual basis.
If we fail to comply with our obligations under the Bermuda Economic Substance Act or any similar law applicable to us in any
other jurisdictions, we could be subject to financial penalties and spontaneous disclosure of information to foreign tax officials
in related jurisdictions and may be struck from the register of companies in Bermuda or such other jurisdiction. Any of these
actions could have a material adverse effect on our business, financial condition and results of operations.
Under the Vessel Acquisition agreement, consummation of the Vessel Acquisition is conditional upon satisfaction of a
number of conditions that are beyond our control; the Vessel Acquisition may hence not be consummated and transaction
costs will have been incurred for us regardless of whether the Vessel Acquisition is consummated, which could negatively
affect our business, results of operation and financial condition.
Consummation of the Vessel Acquisition is conditional upon satisfaction of certain conditions, the satisfaction of which are
beyond our control. For example, the closing of the Vessel Acquisition is subject to execution of definitive loan and other final
documents, customary closing conditions and regulatory approvals. If the Vessel Acquisition is not consummated, transaction
costs, including costs of advisors and the use of key management personnel’s time and attention, will have been incurred
without the expected benefits and at the expense of other business opportunities. In addition, there will be no realisation of any
of the expected benefits of having completed the Vessel Acquisition and failure to complete the Vessel Acquisition could result
in a negative perception by our stock market and result in a decline of the market price of the Company’s shares. If any of the
above risks materialise, it could negatively affect our business, results of operation and financial condition.
Risks Related to an Investment in Our Securities
Our share price may be highly volatile and future sales of our common shares could cause the market price of our common
shares to decline.
Our common shares commenced trading on the NASDAQ Global Select Market (the "NASDAQ") in February 1997 and
currently trade under the symbol "GOGL". Beginning on April 7, 2015, our shares have traded on the Oslo Stock Exchange (the
"OSE"), under the ticker code "GOGL". We cannot assure you that an active and liquid public market for our common shares
will continue. The market price of our common shares has historically fluctuated over a wide range and may continue to
fluctuate significantly in response to many factors, such as actual or anticipated fluctuations in our operating results, changes in
financial estimates by securities analysts, economic and regulatory trends, general market conditions, rumors and other factors,
many of which are beyond our control. If the volatility in the broad stock market worsens, it could have an adverse effect on the
market price of our common shares and impact a potential sale price if holders of our common shares decide to sell their shares.
Future issuance of shares or other securities may dilute the holdings of shareholders and could materially affect the price of
our common shares.
It is possible that we may in the future decide to offer additional shares or other securities in order to secure financing for new
projects, in connection with unanticipated liabilities or expenses or for any other purposes. Any such additional offering could
reduce the proportionate ownership and voting interests of holders of our common shares, as well as our earnings per share and
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our net asset value per share, and any offering by us could have a material adverse effect on the market price of our common
shares.
ITEM 4. INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
History
On September 18, 1996, we were incorporated in Bermuda under the name Knightsbridge Tankers Limited as an exempted
company pursuant to the Bermuda Companies Act 1981. In October 2014, we changed our name to Knightsbridge Shipping
Limited. Following the completion of the Merger on March 31, 2015, we changed our name to Golden Ocean Group Limited.
Our registered and principal executive offices are located at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08,
Bermuda, and our telephone number at this location is +1 (441) 295-6935. The SEC maintains an Internet site that contains
reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The
address of the SEC’s internet site is www.sec.gov. None of the information contained on these websites is incorporated into or
forms a part of this annual report.
Our common shares currently trade on the NASDAQ and the OSE under the ticker code "GOGL".
We are engaged primarily in the ownership and operation of dry bulk vessels. We operate through subsidiaries located in
Bermuda, Liberia, the Marshall Islands, Norway, and Singapore. We are also involved in the charter, purchase and sale of
vessels.
Historical business purpose and the Merger
We were originally established for the purpose of owning and operating five very large crude oil carriers ("VLCCs"). However,
we expanded our business to the dry bulk segment from 2009 and onwards by acquiring second hand vessels and by entering
into newbuilding contracts. Between 2007 and 2013, we sold our five VLCCs and subsequently discontinued our crude oil
tanker operations. In 2014, we made significant expansion in the dry bulk segment by acquiring 29 special purpose companies
("SPCs"), from Frontline 2012 Ltd ("Frontline 2012"), each owning a dry bulk newbuilding, all of which were delivered to us
between 2014 and 2018.
On October 7, 2014, we and the Former Golden Ocean entered into the Merger Agreement. The Merger was approved by our
shareholders and the shareholders of the Former Golden Ocean at separate special general meetings held on March 26, 2015. In
addition, our shareholders approved the adoption of the Amended and Restated Bye-laws. As of March 31, 2015, and following
completion of the Merger, we owned 47 vessels and had 25 vessels under construction.
Our Acquisitions, Disposals and Newbuildings
We entered into the following acquisitions and disposals in 2018, 2019, 2020 and 2021 (to date):
In January and February 2018, we took delivery of the Golden Cirrus, Golden Arcus, Golden Cumulus, Golden Incus and
Golden Calvus, five Capesize newbuilding vessels.
In August 2018, we sold the Golden Eminence, a Panamax vessel, to an unrelated third party.
In December 2020, we entered into an agreement to sell the Golden Shea, a Panamax vessel, to an unrelated third party for a
gross amount of $9.6 million. We recognized a $0.7 million impairment loss in connection with the sale and classified the
vessel as held for sale as of December 31, 2020. The vessel is expected to be delivered to its new owners by the end of March
2021, and the net cash flow from the transaction is approximately $4.1 million, out of which $1.4 million has been received in
2020 as a deposit and $2.7 million is expected to be recognized during the first quarter of 2021.
In January 2021, we entered into an agreement to sell the Golden Saguenay, a Panamax vessel, to an unrelated third party for
$8.4 million. We expect to record an impairment of approximately $4.2 million from the sale in the first quarter of 2021. The
vessel is expected to be delivered to its new owners in the second quarter of 2021, and the estimated total net cash flow from
the sale is expected to be approximately $2.9 million.
In February 2021, we repaid the outstanding balance of $50.0 million on the revolving credit facility under $304.0 loan facility.
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In February 2021, we entered into a Heads of Agreement to acquire 18 modern dry bulk vessels for a total consideration of
$752 million. The Vessel Acquisition will be financed by $338 million in new equity capital. The vessels will be acquired from
affiliates of Hemen Holding Ltd., the Company's largest shareholder. Affiliates of Hemen also agree to provide a $414 million
debt facility, representing the balance of the purchase price, with an 18-month tenor. The loan will bear an interest rate of
LIBOR plus a margin of 2.35% and shall be repaid in accordance with a 17-year linear repayment profile. The loan facility is
contemplated to be refinanced on favorable terms in the international debt market after completion of the transaction.
Notwithstanding the foregoing, the closing of the acquisition is subject to customary conditions to closing and entry into final
binding loan agreements and other documentation, substantially in accordance with the terms contained in the Heads of
Agreement.
In February 2021, we completed a Private Placement, which raised gross proceeds of NOK 2,873 million, or approximately
$338 million through the placing of 54,207,547 new shares at a subscription price of NOK 53.00 per offer share. Hemen
subscribed for 27,103,773 new shares, equivalent to $169 million. Following issuance of the shares, the Company will have
198,480,244 issued common shares each having a par value of $0.05.
B. BUSINESS OVERVIEW
We are an international shipping company that owns and operates a fleet of dry bulk vessels, comprising of Newcastlemax,
Capesize, Panamax and Ultramax vessels. Our vessels transport a broad range of major and minor bulk commodities, including
ores, coal, grains and fertilizers, along worldwide shipping routes. Our vessels operate in the spot and time charter markets.
As of March 18, 2021, we owned 67 dry bulk vessels. Each vessel is owned and operated by one of our subsidiaries and is
flagged either in the Marshall Islands, Hong Kong, Panama, or Bahamas. In addition, we had 11 vessels chartered-in (of which
seven and one are chartered in on finance leases and operating leases, respectively, from SFL and three chartered in on
operating leases from unrelated third parties. Seven of our vessels are chartered-out on fixed rate time charters, 17 of our
vessels are chartered out on index linked rate time charters and the remaining 54 vessels operate in the spot market, of which 28
vessels participate under RSAs.
We own various vessel owning and operating subsidiaries. Our operations take place substantially outside of the United States.
Our subsidiaries, therefore, own and operate vessels that may be affected by changes in foreign governments and other
economic and political conditions. Our vessels operate worldwide and as a result, our management does not, and did not,
evaluate performance by geographical region because this information is not meaningful.
The dry bulk shipping industry is highly cyclical, experiencing volatility in profitability, vessel values and freight rates. Freight
rates are strongly influenced by the supply of dry bulk vessels and the demand for dry bulk seaborne transportation.
Our Business Strategy
Our business strategy is to focus on largest sizes of dry bulk carriers (Capesize and Panamax) with flexibility to adjust our
market exposure depending on existing factors such as charter rates, newbuilding costs, vessel resale and scrap values and
vessel operating expenses resulting from, among other things, changes in the supply of and demand for dry bulk capacity. We
may adjust our exposure through time charters, voyage charters, bareboat charters, sale and leasebacks, sales and purchases of
vessels, newbuilding contracts and acquisitions. Our intention is to create shareholder value through sustainable growth.
Our business strategy includes three main pillars (Simplification, Risk Management and Decarbonization) on which we are
focusing our efforts: (1) Simplification relates to the increased focus on our core business and our capabilities as a shipowner in
large size dry bulk shipping, (2) Risk Management relates our focus on enhancing transparency and accountability through
clearly defined risk parameters and (3) Decarbonization and digitalization means enhanced focus on positioning the Company
for a low-carbon future by exploring new technologies and optimization tools.
Capesize Chartering Ltd
In February 2015, Capesize Chartering Ltd ("CCL"), a joint venture company was incorporated and in January 2016, the joint
venture partners, Golden Ocean, Bocimar International NV, C Transport Holding Ltd and Star Bulk Carriers Corp, entered into
a RSA. The purpose of the joint venture is to combine and coordinate the chartering services of all the parties for their
participating Capesize dry bulk vessels that are intended to trade on the spot market and ultimately achieve improved
scheduling ability and with the overall aim of enhancing economic efficiencies. Each participating vessel owner continues to be
responsible for the operating, accounting and technical management of its respective vessels. We currently include 25 of our
Capesize vessels in the RSA.
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Management Structure
Overall responsibility for the oversight of the management of our company and its subsidiaries rests with our Board. We
operate management services through Golden Ocean Group Management (Bermuda) Ltd, our subsidiary incorporated in
Bermuda, which in turn subcontracts services to Golden Ocean Management AS and Golden Ocean Shipping Co. Pte. Ltd., our
subsidiaries incorporated in Norway and Singapore, respectively. Our CEO, principal financial officer and principal commercial
officer are employed by Golden Ocean Management AS. The Board defines the scope and terms of the services to be provided,
including day-to-day operations by the aforementioned subsidiaries, and requires that it be consulted on all matters of material
importance and/or of an unusual nature and, for such matters, provides specific authorization to personnel to act on our behalf.
Technical Supervision Services
We receive technical supervision services from Frontline Management (Bermuda) Limited ("Frontline Management"). Pursuant
to the terms of the agreement, Frontline Management receives a management fee per vessel per year. This fee is subject to
annual review. Frontline Management performs also newbuilding supervision on our behalf and charges us for costs incurred in
relation to the supervision. Technical operations and crewing of all owned vessels are outsourced to several leading ship
management companies.
Seasonality
The dry bulk trade has a history of tracking seasonal demand fluctuations. As China is the most significant market for dry bulk
shipping, the public holidays in relation to the Chinese New Year during the first quarter usually results in a decrease in market
activity during this period. Also, in the last few years, adverse weather conditions in the Southern Hemisphere, which often
occur during the first quarter, have had a negative impact on iron ore and coal exports from Australia and iron ore exports from
Brazil.
Grain has traditionally had the greatest impact on the seasonality in the dry bulk market, particularly during the peak demand
seasons, which occurs during the second quarter in the Southern Hemisphere and at the end of the third quarter and throughout
the fourth quarter in the Northern Hemisphere. The growth of iron ore and coal transportation over the last decade, however,
has diminished the relative importance of grain to the dry bulk transportation industry. Since iron ore, like most other
commodities, has moved from fixed price agreements between shippers and receivers to spot pricing, short term price
fluctuations have had an impact on iron ore trading by reducing normal seasonal patterns. Other factors, however, such as
weather and port congestion still impact market volatility.
Customers
For the years ended December 31, 2020 and 2019, no customer accounted for 10 percent or more of our consolidated revenues.
For the year ended December 31, 2018, one customer accounted for 10 percent or more of our consolidated revenues in the
amounts of $65.8 million.
Competition
The market for international seaborne dry bulk transportation services is highly fragmented and competitive. Seaborne dry bulk
transportation services are generally provided by independent ship-owner fleets. In addition, many owners and operators in the
dry bulk sector pool their vessels together on an ongoing basis, and such pools are available to customers to the same extent as
independently owned and operated fleets. Competition for charters in the dry bulk market is intense and is based upon price,
location, size, age, condition and acceptability of the vessel and its manager. Competition is also affected by the availability of
other size vessels to compete in the trades in which we engage. Charters are to a large extent brokered through international
independent brokerage houses that specialize in finding the optimal ship for any particular cargo based on the aforementioned
criteria. Brokers may be appointed by the cargo shipper or the ship owner.
Environmental and Other Regulations in the Shipping Industry
Government regulation and laws significantly affect the ownership and operation of our fleet. We are subject to international
conventions and treaties, national, state and local laws and regulations in force in the countries in which our vessels may
operate or are registered relating to safety and health and environmental protection including the storage, handling, emission,
transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for
damage to natural resources. Compliance with such laws, regulations and other requirements entails significant expense,
including vessel modifications and implementation of certain operating procedures.
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A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections. These entities
include the local port authorities (applicable national authorities such as the USCG, harbor master or equivalent), classification
societies, flag state administrations (countries of registry) and charterers, particularly terminal operators. Certain of these
entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our vessels. Failure to
maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the
operation of one or more of our vessels.
Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are
required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance,
continuous training of our officers and crews and compliance with United States and international regulations. We believe that
the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels
have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. However,
because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict the
ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of
our vessels. In addition, a future serious marine incident that causes significant adverse environmental impact could result in
additional legislation or regulation that could negatively affect our profitability.
International Maritime Organization
The IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels (the “IMO”), has adopted
the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating
thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the International Convention for the Safety of
Life at Sea of 1974 (“SOLAS Convention”), and the International Convention on Load Lines of 1966 (the “LL Convention”).
MARPOL establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions,
handling and disposal of noxious liquids and the handling of harmful substances in packaged forms. MARPOL is applicable to
drybulk, tanker and LNG carriers, among other vessels, and is broken into six Annexes, each of which regulates a different
source of pollution. Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried in bulk in
liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and
Annex VI, lastly, relates to air emissions. Annex VI was separately adopted by the IMO in September of 1997; new emission
standards, titled IMO-2020, took effect on January 1, 2020.
In 2013, the IMO’s Marine Environmental Protection Committee (the "MEPC") adopted a resolution amending MARPOL
Annex I Condition Assessment Scheme ("CAS"). These amendments became effective on October 1, 2014, and require
compliance with the 2011 International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and
Oil Tankers ("ESP Code"), which provides for enhanced inspection programs. We may need to make certain financial
expenditures to comply with these amendments.
Air Emissions
In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Effective May 2005,
Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits
“deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons), emissions of volatile
compounds from cargo tanks, and the shipboard incineration of specific substances. Annex VI also includes a global cap on the
sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions, as
explained below. Emissions of “volatile organic compounds” from certain vessels, and the shipboard incineration (from
incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls ("PCBs")) are also
prohibited. We believe that all our vessels are currently compliant in all material respects with these regulations.
The Marine Environment Protection Committed ("MEPC"), adopted amendments to Annex VI regarding emissions of sulfur
oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered into force on July 1, 2010. The
amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the
amount of sulfur contained in any fuel oil used on board ships. On October 27, 2016, at its 70th session, the MEPC agreed to
implement a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.50%) starting from January 1, 2020. This limitation
can be met by using low-sulfur compliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems. Once the cap
becomes effective, ships will be required to obtain bunker delivery notes and International Air Pollution Prevention (“IAPP”)
Certificates from their flag states that specify sulfur content. Additionally, at MEPC 73, amendments to Annex VI to prohibit
the carriage of bunkers above 0.5% sulfur on ships were adopted and took effect on March 1, 2020. These regulations subject
ocean-going vessels to stringent emissions controls, and may cause us to incur substantial costs.
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Sulfur content standards are even stricter within certain “Emission Control Areas” (“ECAs”). As of January 1, 2015, ships
operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1% m/m. Amended Annex VI
establishes procedures for designating new ECAs. Currently, the IMO has designated four ECAs, including specified portions
of the Baltic Sea area, North Sea area, North American area and United States Caribbean area. Ocean-going vessels in these
areas will be subject to stringent emission controls and may cause us to incur additional costs. Other areas in China are subject
to local regulations that impose stricter emission controls. If other ECAs are approved by the IMO, or other new or more
stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S.
Environmental Protection Agency (“EPA”) or the states where we operate, compliance with these regulations could entail
significant capital expenditures or otherwise increase the costs of our operations.
Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for marine diesel engines,
depending on their date of installation. At the MEPC meeting held from March to April 2014, amendments to Annex VI were
adopted which address the date on which Tier III Nitrogen Oxide ("NOx") standards in ECAs will go into effect. Under the
amendments, Tier III NOx standards apply to ships that operate in the North American and U.S. Caribbean Sea ECAs designed
for the control of NOx produced by vessels with a marine diesel engine installed and constructed on or after January 1, 2016.
Tier III requirements could apply to areas that will be designated for Tier III NOx in the future. At MEPC 70 and MEPC 71, the
MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built on or after January 1, 2021. The EPA
promulgated equivalent (and in some senses stricter) emissions standards in 2010. As a result of these designations or similar
future designations, we may be required to incur additional operating or other costs.
As part of the wider push towards both the IMO’s 2030 and 2050 greenhouse gas targets, MEPC has agreed draft regulations
relating to the Energy Efficiency Existing Ship Index (“EEXI”), to be confirmed at MEPC 76 (June 2021). Once the regulation
is approved in the upcoming MEPC 76, the regulations will enter into force from 1st January 2023. Any vessels that will not
meet this new EEXI requirement will need to adopt energy-saving/emission reducing technology, through retrofits, to reach
compliant levels. This creates a vast array of implications for the shipping industry going forward. Recycling of older ships
could accelerate as the investments to comply with regulations are not feasible. One of the most efficient ways of reducing
emissions is reducing power, this would in turn limit vessel speed and with that supply. The Company owns one of the most
modern and fuel-efficient fleets in the dry bulk industry. Maintaining and improving our position in respect of the above creates
a positive outlook for our company in the next 2-5 years.
As determined at the MEPC 70, the new Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and
requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the
first year of data collection having commenced on January 1, 2019. The IMO intends to use such data as the first step in its
roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below.
As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships. All ships are now
required to develop and implement Ship Energy Efficiency Management Plans (“SEEMPS”), and new ships must be designed
in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index
(“EEDI”). Under these measures, by 2025, all new ships built will be 30% more energy efficient than those built in 2014.
We have incurred increased costs to comply with these revised standards. Additional or new conventions, laws and regulations
may be adopted that could require the installation of expensive emission control systems and could adversely affect our
business, results of operations, cash flows and financial condition.
Safety Management System Requirements
The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills. The Convention of
Limitation of Liability for Maritime Claims (the “LLMC”) sets limitations of liability for a loss of life or personal injury claim
or a property claim against ship owners. We believe that our vessels are in substantial compliance with SOLAS and LLMC
standards.
Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and
for Pollution Prevention (the “ISM Code”), our operations are also subject to environmental standards and requirements. The
ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that
includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and
procedures for operating its vessels safely and describing procedures for responding to emergencies. We rely upon the safety
management system that our managers have developed for compliance with the ISM Code. The failure of a vessel owner or
bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance
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coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports. The ISM Code requires
that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance
by a vessel’s management with the ISM Code requirements for a safety management system. No vessel can obtain a safety
management certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the
ISM Code. Our managers have obtained applicable documents of compliance for their offices and safety management
certificates for all of our vessels for which the certificates are required by the IMO. The document of compliance and safety
management certificate are renewed as required.
Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length
must have adequate strength, integrity and stability to minimize risk of loss or pollution. Goal-based standards amendments in
SOLAS regulation II-1/3-10 entered into force in 2012, with July 1, 2016 set for application to new oil tankers and bulk
carriers. The SOLAS Convention regulation II-1/3-10 on goal-based ship construction standards for bulk carriers and oil
tankers, which entered into force on January 1, 2012, requires that all oil tankers and bulk carriers of 150 meters in length and
above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming
to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers
(GBS Standards).
Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be
in compliance with the International Maritime Dangerous Goods Code (“IMDG Code”). Effective January 1, 2018, the IMDG
Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International
Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods, and (3) new mandatory
training requirements. Amendments which took effect on January 1, 2020 also reflect the latest material from the UN
Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMO type 9 tank, (2) new
abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by
flammable liquid or gas.
The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers
(“STCW”). As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW
certificate. Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have
incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.
The IMO's Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for
Ships Operating in Polar Water (the “Polar Code”). The Polar Code, which entered into force on January 1, 2017, covers
design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to
ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution
prevention as well as recommendatory provisions. The Polar Code applies to new ships constructed after January 1, 2017, and
after January1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements by the earlier of
their first intermediate or renewal survey.
Furthermore, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity
regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity
threats. For example, cyber-risk management systems must be incorporated by ship-owners and managers by 2021. This might
cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or
capital expenditures. The impact of such regulations is difficult to predict at this time.
Pollution Control and Liability Requirements
The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial
waters of the signatories to such conventions. For example, the IMO adopted an International Convention for the Control and
Management of Ships’ Ballast Water and Sediments (the “BWM Convention”) in 2004. The BWM Convention entered into
force on September 9, 2017. The BWM Convention requires ships to manage their ballast water to remove, render harmless, or
avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments. The
BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements,
to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an
international ballast water management certificate.
On December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that
the dates are triggered by the entry into force date and not the dates originally in the BWM Convention. This, in effect, makes
all vessels delivered before the entry into force date “existing vessels” and allows for the installation of ballast water
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management systems on such vessels at the first International Oil Pollution Prevention ("IOPP") renewal survey following entry
into force of the convention. The MEPC adopted updated guidelines for approval of ballast water management systems (G8) at
MEPC 70. At MEPC 71, the schedule regarding the BWM Convention’s implementation dates was also discussed and
amendments were introduced to extend the date existing vessels are subject to certain ballast water standards. Those changes
were adopted at MEPC 72. Ships over 400 gross tons generally must comply with a “D-1 standard,” requiring the exchange of
ballast water only in open seas and away from coastal waters. The “D-2 standard” specifies the maximum amount of viable
organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. Depending on the date
of the IOPP renewal survey, existing vessels must comply with the D-2 standard on or after September 8, 2019. For most ships,
compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted
organisms. Ballast water management systems, which include systems that make use of chemical, biocides, organisms or
biological mechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved in
accordance with IMO Guidelines (Regulation D-3). As of October 13, 2019, MEPC 72’s amendments to the BWM Convention
took effect, making the Code for Approval of Ballast Water Management Systems, which governs assessment of ballast water
management systems, mandatory rather than permissive, and formalized an implementation schedule for the D-2 standard.
Under these amendments, all ships must meet the D-2 standard by September 8, 2024. Costs of compliance with these
regulations may be substantial.
Once mid-ocean exchange or ballast water treatment requirements become mandatory under the BWM Convention, the cost of
compliance could increase for ocean carriers and may have a material effect on our operations. However, many countries
already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive
and harmful species via such discharges. The U.S., for example, requires vessels entering its waters from another country to
conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements.
The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker
Convention”) to impose strict liability on ship owners (including the registered owner, bareboat charterer, manager or operator)
for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention
requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the
limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in
accordance with the LLMC). With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship’s
bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.
Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. In jurisdictions,
such as the United States where the International Convention on Civil Liability for Oil Pollution Damage of 1969, as from time
to time amended and replaced by the 1992 protocol, or the Bunker Convention has not been adopted, various legislative
schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis.
Anti-Fouling Requirements
In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships (the “Anti-
fouling Convention”). The Anti-fouling Convention, which entered into force on September 17, 2008, prohibits the use of
organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels. Vessels of over
400 gross tons engaged in international voyages will also be required to undergo an initial survey before the vessel is put into
service or before an International Anti-fouling System Certificate is issued for the first time; and subsequent surveys when the
Anti-fouling systems are altered or replaced. We have obtained Anti-fouling System Certificates for all of our vessels that are
subject to the Anti-fouling Convention.
Compliance Enforcement
Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased
liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or
detention in, some ports. The USCG and European Union authorities have indicated that vessels not in compliance with the
ISM Code by applicable deadlines will be prohibited from trading in U.S. and European Union ports, respectively. As of the
date of this report, each of our vessels is ISM Code certified. However, there can be no assurance that such certificates will be
maintained in the future. The IMO continues to review and introduce new regulations. It is impossible to predict what
additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.
United States Regulations
The U.S. Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act
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The U.S. Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection and
cleanup of the environment from oil spills. OPA affects all “owners and operators” whose vessels trade or operate within the
U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S.’s territorial sea and its 200
nautical mile exclusive economic zone around the U.S. The U.S. has also enacted the Comprehensive Environmental Response,
Compensation and Liability Act (“CERCLA”), which applies to the discharge of hazardous substances other than oil, except in
limited circumstances, whether on land or at sea. OPA and CERCLA both define “owner and operator” in the case of a vessel
as any person owning, operating or chartering by demise, the vessel. Both OPA and CERCLA impact our operations.
Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill
results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs
and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel). OPA
defines these other damages broadly to include:
(i) injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
(ii) injury to, or economic losses resulting from, the destruction of real and personal property;
(iii) loss of subsistence use of natural resources that are injured, destroyed or lost;
(iv) 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;
(v) lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or
natural resources; and
(vi) net cost of increased or additional public services necessitated by removal activities following a discharge of
oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective December 21,
2015, the USCG adjusted the limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response
vessels, to the greater of $1,200 per gross ton or $997,100 (subject to periodic adjustment for inflation). These limits of liability
do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or
operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or
a responsible party's gross negligence or willful misconduct. The limitation on liability similarly does not apply if the
responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to
know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without
sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on
the High Seas Act.
CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and
remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs
associated with assessing the same, and health assessments or health effects studies. There is no liability if the discharge of a
hazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability under
CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and
the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person
liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from
willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or
operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refused to
provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject
to OPA.
OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. OPA and
CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial
responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject.
Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety
bond, qualification as a self-insurer or a guarantee. We comply and plan to comply going forward with the USCG’s financial
responsibility regulations by providing applicable certificates of financial responsibility.
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The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including
higher liability caps under OPA, new regulations regarding offshore oil and gas drilling, and a pilot inspection program for
offshore facilities. However, several of these initiatives and regulations have been or may be revised. For example, the U.S.
Bureau of Safety and Environmental Enforcement’s (“BSEE”) revised Production Safety Systems Rule (“PSSR”), effective
December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR. Additionally, the
BSEE amended the Well Control Rule, effective July 15, 2019, which rolled back certain reforms regarding the safety of
drilling operations, and the former U.S. President Trump had proposed leasing new sections of U.S. waters to oil and gas
companies for offshore drilling. However, the current U.S. President Biden recently signed an executive order blocking new
leases for oil and gas drilling in federal waters. The effects of these proposals and changes are currently unknown. Compliance
with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels could impact
the cost of our operations and adversely affect our business.
OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring
within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA and some states have
enacted legislation providing for unlimited liability for oil spills. Many U.S. states that border a navigable waterway have
enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a
discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law. Moreover, some
states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some
cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’
responsibilities under these laws. The Company intends to comply with all applicable state regulations in the ports where the
Company’s vessels call.
We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If
the damages from a catastrophic spill were to exceed our insurance coverage, it could have an adverse effect on our business
and results of operation.
Other United States Environmental Initiatives
The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (“CAA”) requires the EPA to promulgate
standards applicable to emissions of volatile organic compounds and other air contaminants. The CAA requires states to adopt
State Implementation Plans ("SIPs"), some of which regulate emissions resulting from vessel loading and unloading operations
which may affect our vessels.
The U.S. Clean Water Act (“CWA”) prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable
waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any
unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and
complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the
United States” (“WOTUS”), thereby expanding federal authority under the CWA. Following litigation on the revised WOTUS
rule, in December 2018, the EPA and Department of the Army proposed a revised, limited definition of “waters of the United
States.” The proposed rule was published in the Federal Register on February 14, 2019 and was subject to public comment. On
October 22, 2019, the agencies published a final rule repealing the 2015 Rule defining “waters of the United States” and
recodified the regulatory text that existed prior to 2015 Rule. The final rule became effective on December 23, 2019. On
January 23, 2020, the EPA published the “Navigable Waters Protection Rule,” which replaces the rule published on October 22,
2019, and redefines “waters of the United States.” The effect of this rule is currently unknown.
The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the
installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility
disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S.
Waters.
The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels
within United States waters pursuant to the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on
December 4, 2018 and replaces the 2013 Vessel General Permit (“VGP”) program (which authorizes discharges incidental to
operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of
invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of
environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S.
National Invasive Species Act (“NISA”), such as mid-ocean ballast exchange programs and installation of approved USCG
technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters. VIDA establishes a
new framework for the regulation of vessel incidental discharges under Clean Water Act ("CWA"), requires the EPA to develop
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performance standards for those discharges within two years of enactment, and requires the U.S. Coast Guard to develop
implementation, compliance, and enforcement regulations within two years of EPA’s promulgation of standards. Under VIDA,
all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the
EPA and U.S. Coast Guard regulations are finalized. Non-military, non-recreational vessels greater than 79 feet in length must
continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a
PARI form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with the
EPA, U.S. Coast Guard and state regulations could require the installation of ballast water treatment equipment on our vessels
or the implementation of other port facility disposal procedures at potentially substantial cost, or may otherwise restrict our
vessels from entering U.S. waters.
European Union Regulations
In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of
polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the
discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a
polluting substance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective of their flag,
but certain exceptions apply to warships or where human safety or that of the ship is in danger. Criminal liability for pollution
may result in substantial penalties or fines and increased civil liability claims. Regulation (EU) 2015/757 of the European
Parliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and
verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with
ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur
additional expenses.
The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of
high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained. The European
Union also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for
repeated offenses. The regulation also provided the European Union with greater authority and control over classification
societies, by imposing more requirements on classification societies and providing for fines or penalty payments for
organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur
content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced
requirements parallel to those in Annex VI relating to the sulfur content of marine fuels. In addition, the EU imposed a 0.1%
maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so called
“SOx-Emission Control Area”). As of January 2020, EU member states will also have to ensure that ships in all EU waters,
except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content.
On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the
European Union’s carbon market from 2022. This will require shipowners to buy permits to cover these emissions. Contingent
on another formal approval vote, specific regulations are forthcoming and are expected to be proposed by 2021.
International Labour Organization
The International Labour Organization (the “ILO”) is a specialized agency of the UN that has adopted the Maritime Labor
Convention 2006 (“MLC 2006”). A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is required to
ensure compliance with the MLC 2006 for all ships that are 500 gross tonnage or over and are either engaged in international
voyages or flying the flag of a Member and operating from a port, or between ports, in another country. We believe that all our
vessels are in substantial compliance with and are certified to meet MLC 2006.
Greenhouse Gas Regulation
Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United
Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries
have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020.
International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping
emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed
the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. The 2015 United
Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016
and does not directly limit greenhouse gas emissions from ships. The U.S. initially entered into the agreement, but on June 1,
2017, the U.S. President announced that the United States intends to withdraw from the Paris Agreement, which provides for a
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four-year exit process, meaning that the earliest possible effective withdrawal date cannot be before November 4, 2020. The
timing and effect of such action has yet to be determined.
At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy
on reduction of greenhouse gas emissions from ships was approved. In accordance with this roadmap, in April 2018, nations at
the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships. The initial strategy identifies “levels of
ambition” to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships through
implementation of further phases of the EEDI for new ships; (2) reducing carbon dioxide emissions per transport work, as an
average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008
emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while
pursuing efforts towards phasing them out entirely. The initial strategy notes that technological innovation, alternative fuels
and/or energy sources for international shipping will be integral to achieve the overall ambition. These regulations could cause
us to incur additional substantial expenses.
The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990
levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to
2020. Starting in January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect and publish data
on carbon dioxide emissions and other information. As previously discussed, regulations relating to the inclusion of greenhouse
gas emissions from the maritime sector in the European Union’s carbon market are also forthcoming.
In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations
to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions
from large stationary sources. However, in March 2017, the U.S. President signed an executive order to review and possibly
eliminate the EPA’s plan to cut greenhouse gas emissions, and in August 2019, the Administration announced plans to weaken
regulations for methane emissions. The EPA or individual U.S. states could enact environmental regulations that would affect
our operations.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where
we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts
emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with
certainty at this time. Even in the absence of climate control legislation, our business may be indirectly affected to the extent
that climate change may result in sea level changes or certain weather events.
Vessel Security Regulations
Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to
enhance vessel security such as the MTSA. To implement certain portions of the MTSA, the USCG issued regulations requiring
the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United
States and at certain ports and facilities, some of which are regulated by the EPA.
Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and
mandates compliance with the ISPS Code. The ISPS Code is designed to enhance the security of ports and ships against
terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognized
security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled
from, or refused entry at port until they obtain an ISSC. The various requirements, some of which are found in the SOLAS
Convention, include, for example, 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.
The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA
vessel security measures, provided such vessels have on board a valid ISSC that attests to the vessel’s compliance with the
SOLAS Convention security requirements and the ISPS Code. Future security measures could have a significant financial
impact on us. We intend to comply with the various security measures addressed by MTSA, the SOLAS Convention and the
ISPS Code.
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The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships,
notably off the coast of Somalia, including the Gulf of Aden and Arabian Sea area. Substantial loss of revenue and other costs
may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could
significantly affect our business. Costs are incurred in taking additional security measures in accordance with Best Management
Practices to Deter Piracy, notably those contained in the BMP4 industry standard.
Inspection by Classification Societies
The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of
registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and
regulations of the country of registry of the vessel and SOLAS. Most insurance underwriters make it a condition for insurance
coverage and lending that a vessel be certified “in class” by a classification society which is a member of the International
Association of Classification Societies, the IACS. The IACS has adopted harmonized Common Structural Rules (the "Rules"),
which apply to oil tankers and bulk carriers contracted for construction on or after July 1, 2015. The Rules attempt to create a
level of consistency between IACS Societies. All of our vessels are certified as being “in class” by all the applicable
Classification Societies (e.g., American Bureau of Shipping, Lloyd's Register of Shipping).
A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a
vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a
five-year period. Every vessel is also required to be drydocked every 30 to 36 months for inspection of the underwater parts of
the vessel. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special
survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us
to be in violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such
violation of covenants, could have a material adverse impact on our financial condition and results of operations.
Risk of Loss and Liability Insurance
General
The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo
loss or damage and business interruption due to political circumstances in foreign countries, piracy incidents, hostilities and
labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental
mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually
unlimited liability upon shipowners, operators and bareboat charterers of any vessel trading in the exclusive economic zone of
the United States for certain oil pollution accidents in the United States, has made liability insurance more expensive for
shipowners and operators trading in the United States market. We carry insurance coverage as customary in the shipping
industry. However, not all risks can be insured, specific claims may be rejected, and we might not be always able to obtain
adequate insurance coverage at reasonable rates.
Marine Insurance
We procure hull and machinery insurance, protection and indemnity insurance, which includes environmental damage and
pollution insurance and war risk insurance and freight, demurrage and defense insurance for our fleet.
Protection and Indemnity Insurance
Protection and indemnity insurance is provided by mutual protection and indemnity associations ("P&I Associations"), and
covers our third-party liabilities in connection with our shipping activities. This includes third-party liability and other related
expenses of injury or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from collisions
with other vessels, damage to other third-party property, pollution arising from oil or other substances, and salvage, towing and
other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance,
extended by protection and indemnity mutual associations (such associations, “clubs”).
Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. The 13 P&I
Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have
entered into a pooling agreement to reinsure each association’s liabilities. The International Group’s website states that the Pool
provides a mechanism for sharing all claims in excess of US$ 10 million up to, currently, approximately US$ 8.2 billion. As a
member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations
40
based on our claim records as well as the claim records of all other members of the individual associations and members of the
shipping pool of P&I Associations comprising the International Group.
C. ORGANIZATIONAL STRUCTURE
See Exhibit 8.1 for a list of our significant subsidiaries.
D. PROPERTY, PLANT AND EQUIPMENT
The following table summarizes key information about our fleet as of March 18, 2021:
Vessel
Newcastlemax - Owned
Golden Gayle
Golden Scape
Golden Swift
Capesize - Owned
Golden Feng
Golden Shui
Golden Myrtalia
Golden Anastasia
Golden Houston
Golden Kaki
KSL Salvador
KSL San Francisco
KSL Santiago
KSL Santos
KSL Sapporo
KSL Seattle
KSL Singapore
KSL Sydney
Golden Amreen
Golden Aso
Golden Finsbury
Golden Kathrine
KSL Sakura
KSL Seoul
KSL Seville
KSL Stockholm
Golden Barnet
Golden Behike
Golden Bexley
Golden Fulham
Golden Monterrey
Golden Nimbus
Golden Savannah
Golden Surabaya
Golden Arcus
Golden Calvus
Golden Cirrus
Built
DWT
Flag
Type of Employment(1)
2011
2016
2016
2009
2009
2011
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2014
2015
2015
2015
2015
2015
2015
2015
2015
2016
2016
2016
2016
2016
2017
2017
2017
2018
2018
2018
MI
HK
HK
MI
MI
MI
MI
MI
MI
HK
HK
HK
HK
HK
HK
HK
HK
MI
HK
HK
HK
HK
HK
HK
HK
HK
MI
HK
HK
MI
MI
HK
HK
MI
MI
MI
206,565
211,112
211,112
628,789
169,232
169,333
177,979
179,189
181,214
180,560
180,958
181,066
181,020
181,055
180,960
181,015
181,062
181,009
179,337
182,472
182,418
182,486
181,062
181,010
181,003
181,043
180,355
180,491
180,228
182,610
180,491
180,504
181,044
181,046
180,478
180,521
180,487
41
Spot market
Time charter (expires June 2021)
Spot market
Spot market with RSA
Spot market with RSA
Spot market with RSA
Spot market with RSA
Spot market with RSA
Spot market with RSA
Index linked time charter
Index linked time charter
Spot market with RSA
Spot market with RSA
Spot market with RSA
Spot market with RSA
Index linked time charter
Spot market with RSA
Spot market with RSA
Spot market with RSA
Spot market with RSA
Spot market
Index linked time charter
Spot market with RSA
Spot market with RSA
Index linked time charter
Index linked time charter
Spot market with RSA
Index linked time charter
Index linked time charter
Spot market with RSA
Index linked time charter
Index linked time charter
Index linked time charter
Index linked time charter
Index linked time charter
Index linked time charter
Golden Cumulus
Golden Incus
2018
2018
180,499
180,511
6,305,748
Capesize - Operating Lease - Related Party, SFL
KSL China
2013
Capesize - Finance Lease - Related Party, SFL
2009
Battersea
2009
Belgravia
2009
Golden Magnum
2010
Golden Beijing
2010
Golden Future
2010
Golden Zhejiang
2011
Golden Zhoushan
179,109
179,109
169,500
169,500
179,788
176,000
176,000
175,834
175,834
1,222,456
Panamax - Operating Lease - Unrelated Third Party
Admiral Schmidt
Vitus Bering
2019
2019
104,550
104,550
209,100
Panamax - Owned
Golden Shea
Golden Ice
Golden Opportunity
Golden Saguenay
Golden Strength
Golden Empress
Golden Endeavour
Golden Arion
Golden Endurer
Golden Enterprise
Golden Ioanari
Golden Jake
Golden Suek
Golden Daisy
Golden Ginger
Golden Keen
Golden Rose
Golden Bull
Golden Brilliant
Golden Diamond
Golden Pearl
Golden Sue
Golden Deb
Golden Ruby
Golden Kennedy
2007
2008
2008
2008
2009
2010
2010
2011
2011
2011
2011
2011
2011
2012
2012
2012
2012
2012
2013
2013
2013
2013
2014
2014
2015
76,939
75,500
75,750
75,500
75,500
79,463
79,454
82,188
79,474
79,463
82,188
82,188
74,849
81,507
81,487
81,586
81,585
75,000
74,500
74,186
74,186
84,943
84,943
74,052
83,789
42
MI
MI
MI
MI
MI
HK
HK
HK
HK
HK
BA
BA
MI
HK
HK
HK
HK
HK
HK
MI
HK
HK
MI
MI
HK
MI
MI
MI
MI
HK
HK
HK
HK
MI
MI
HK
MI
Index linked time charter
Index linked time charter
Index linked time charter
Spot market with RSA
Spot market with RSA
Spot market with RSA
Spot market with RSA
Spot market with RSA
Spot market with RSA
Spot market with RSA
Spot market
Spot market
Spot market
Spot market
Spot market
Spot market
Spot market
Time charter (expires December 2021)
Spot market
Spot market
Spot market
Spot market
Spot market
Spot market
Spot market
Spot market
Spot market
Spot market
Spot market
Time charter (expires June 2021)
Spot market
Spot market
Time charter (expires August 2023)
Time charter (expires April 2021)
Time charter (expires May 2021)
Spot market
Time charter (expires June 2021)
Golden Amber
Golden Opal
Ultramax - Owned
Golden Cecilie
Golden Cathrine
2017
2017
2015
2015
74,500
74,231
2,118,951
60,263
60,000
120,263
MI
MI
HK
HK
Spot market
Spot market
Spot market with RSA
Spot market with RSA
Supramax - Operating Lease, Third party
Golden Hawk
2015
58,000
PAN
Spot market with RSA
1.
2.
RSA: Revenue sharing agreement or pool arrangement
This charterparty contains a minimum (floor) and maximum (ceiling) rate structure
Key to Flags:
MI – Marshall Islands, HK – Hong Kong, PAN - Panama, BA - Bahamas.
Other than our interests in the vessels described above, we do not own or lease any other material physical properties, except
for related party leases of our office space in Singapore and in Oslo.
In February 2021, we entered into the Heads of Agreements to acquire eighteen vessels, as described under "Item 5. Operating
and Financial Review and Prospects - B. Liquidity and Capital Resources - Subsequent and Other Events". Subject to definitive
documentation and other customary closing conditions we will acquire:
Vessel Type
Newcastlemax
Newcastlemax
Newcastlemax
Newcastlemax
Newcastlemax
Newcastlemax
Newcastlemax
Newcastlemax
Newcastlemax
Newcastlemax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Vessel name
Golden Coral
Golden Champion
Golden Comfort
Golden Courage
Golden Competence
Golden Confidence
Golden Skies
Golden Spirit
Golden Saint
Golden Spray
Golden Fortune
Golden Forward
Golden Friend
Golden Fellow
Golden Frost
Golden Freeze
Golden Fast
Golden Furious
Year Built
2019
2019
2020
2020
2020
2020
2020
2020
2020
2021
2020
2020
2020
2020
2020
2021
2021
2021
Dwt
208,132
208,391
208,000
208,395
207,397
207,988
210,897
210,866
211,138
208,000
81,600
81,130
81,206
81,135
80,559
81,000
81,000
81,000
Flag
Marshall Island
Marshall Island
Marshall Island
Marshall Island
Marshall Island
Marshall Island
Marshall Island
Marshall Island
Marshall Island
Marshall Island
Marshall Island
Marshall Island
Marshall Island
Marshall Island
Marshall Island
Marshall Island
Marshall Island
Marshall Island
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. OPERATING RESULTS
43
Overview
The following discussion should be read in conjunction with "Item 3. Key Information - A. Selected Financial Data", "Item 4.
Information on the Company" and the audited Consolidated Financial Statements and Notes thereto included herein.
As of December 31, 2020, we owned 67 dry bulk vessels. In addition, we had 11 vessels chartered-in (of which seven and one
are chartered in on finance leases and operating leases, respectively from SFL and three chartered in on operating leases from
unrelated third parties. Our owned vessels are owned and operated by one of our subsidiaries and are flagged either in the
Marshall Islands, Hong Kong, Bahamas or Panama. As of December 31, 2020, eight of our vessels were chartered-out on fixed
rate time charters, 18 of our vessels were chartered out on index linked rate time charters, 52 vessels operated in the spot
market, of which 26 vessels participated in RSAs.
Fleet Changes
Refer to "Item 4. Information on the Company - A. History and Development of the Company" for a discussion on acquisitions
and disposals of vessels during the years ended December 31, 2020, 2019, and 2018. A summary of the changes in the vessels
that we own and chartered in under long term operating and finance leases for the years ended December 31, 2020, 2019 and
2018 is summarized below.
2020
2019
2018
Newcastlemax
At start of period
Acquisitions and newbuilding deliveries
At end of period
Capesize
At start of period
Acquisitions and newbuilding deliveries
Disposals
Chartered in/owned by joint venture
At end of period
Panamax
At start of period
Acquisitions and newbuilding deliveries
Disposals
Chartered in/owned by joint venture
At end of period
Ultramax
At start of period
Acquisitions and newbuilding deliveries
Disposals
At end of period
Total
At start of period
Acquisitions and newbuilding deliveries
Disposals
Chartered in/owned by joint venture
3
—
3
43
—
—
—
43
3
—
3
43
—
—
—
43
30
—
(1) d
—
29
28
—
—
2 c
30
3
—
—
3
79
—
(1)
—
78
3
—
—
3
77
—
—
2
79
3
—
3
37
6 a
—
—
43
29
—
(1) b
—
28
3
—
—
3
72
6
(1)
—
77
a.
(i) Delivery of five newbuildings (Golden Arcus, Golden Cirrus, Golden Cumulus, Golden Incus and Golden Calvus)
and (ii) delivery of one vessel (Golden Monterrey) acquired from affiliates of Hemen.
b. Disposal of one vessel (Golden Eminence) to an unrelated third party.
c. Time charter-in of two vessels (Vitus Bering and Admiral Schmidt) from an unrelated third party.
d. Redelivery of one vessel (Golden Eclipse) following the expiration of the lease in April 2020.
44
Summary of Fleet Employment
As discussed below, as at December 31, 2020, our vessels operated under time charters or voyage charters.
A time charter agreement is a contract entered into by an owner and a charterer whereby the charterer is entitled to the use of a
vessel for a specific period of time for a specified daily fixed or index-linked rate of hire. Under a time charter agreement,
voyage costs, such as bunker fuel and port charges, are borne and paid by the charterer. In the time charter market, rates vary
depending on the length of the charter period and vessel specific factors such as age, speed and fuel consumption. An index-
linked rate usually refers to freight rate indices issued by the Baltic Exchange, such as the Baltic Capesize Index and the Baltic
Panamax Index. These rates are based on actual charter hire rates under charter entered into by market participants, as well as
daily assessments provided to the Baltic Exchange by a panel of major shipbrokers.
A voyage or spot charter agreement is a contract entered into by an owner and a charterer whereby a charterer is entitled to the
use of a vessel to transport commodities between specified geographical locations at a specified freight rate per ton. Under
voyage charter agreements, voyage costs are borne and paid by the owner. In the voyage charter market, rates are also
influenced by cargo size, commodity, port dues and canal transit fees, as well as delivery and redelivery regions. In general, a
larger cargo size is quoted at a lower rate per ton than a smaller cargo size. Routes with costly ports or canals generally
command higher rates than routes with low port dues and no canals to transit. Voyages with a load port within a region that
includes ports where vessels usually discharge cargo or a discharge port within a region with ports where vessels load cargo are
generally quoted at lower rates, because such voyages generally increase vessel utilization by reducing the unloaded portion (or
ballast leg) that is included in the calculation of the return charter to a loading area.
Several of our vessels may trade under revenue sharing arrangements or pools that are primarily exposed to the spot market. As
of December 31, 2020, we included 23 of our Capesize vessels in the RSA with CCL and our three Ultramax vessels traded in
C Transport Holding Ltd's pool for Supramax vessels.
45
Newcastlemax
Spot
Spot with RSA (1)
Time charter
Index linked time charter
Capesize
Spot
Spot with RSA (2)
Time charter
Index linked time charter
Panamax
Spot
Spot with RSA
Time charter
Index linked time charter
Ultramax
Spot
Spot with RSA (3)
Time charter
Index linked time charter
Total
Spot
Spot with RSA
Time charter
Index linked time charter
As of December 31,
2020
2019
2018
Number of
vessels
Percentage
of fleet
Number of
vessels
Percentage
of fleet
Number of
vessels
Percentage
of fleet
2
—
1
—
3
1
23
1
18
43
23
—
6
—
29
—
3
—
—
3
26
26
8
18
78
66.7 %
— %
33.3 %
— %
100.0 %
2.3 %
53.5 %
2.3 %
41.9 %
100.0 %
79.3 %
— %
20.7 %
— %
100.0 %
— %
100.0 %
— %
— %
100.0 %
33.3 %
33.3 %
10.3 %
23.1 %
100.0 %
1
1
—
1
3
—
25
3
15
43
22
—
8
—
30
—
3
—
—
3
23
29
11
16
79
33.3 %
33.3 %
— %
33.3 %
100.0 %
— %
58.1 %
7.0 %
34.9 %
100.0 %
73.3 %
— %
26.7 %
— %
100.0 %
— %
100.0 %
— %
— %
100.0 %
29.1 %
36.7 %
13.9 %
20.3 %
100.0 %
1
—
1
1
3
1
22
9
11
43
20
—
7
1
28
—
3
—
—
3
22
25
17
13
77
33.3 %
— %
33.3 %
33.3 %
100.0 %
2.3 %
51.2 %
20.9 %
25.6 %
100.0 %
71.4 %
— %
25.0 %
3.6 %
100.0 %
— %
100.0 %
— %
— %
100.0 %
28.6 %
32.5 %
22.1 %
16.8 %
100.0 %
(1)
(2)
(3)
In 2019 Golden Scape traded under the CCL RSA, while it was fixed on a long term charter and reclassified from July
2020 (above 11 months).
23 of our Capesize vessels traded under the CCL RSA.
Our 3 Ultramax vessels traded in the C Transport Holding Ltd’s Supramax pool.
Below is an overview as of December 31, 2020 of our vessels on time charter contracts that had a minimum initial contract
duration of more than one year:
46
Vessel Type
Capesize
Capesize
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Vessel Name
Golden Scape
KSL Sydney
Golden Empress
Golden Bull
Golden Pearl
Golden Sue
Golden Deb
Golden Kennedy
Dwt
211,112
181,009
79,463
75,000
74,186
84,943
84,943
83,789
Expiry (min period)
May 2021
February 2021
December 2021
May 2021
August 2023
April 2021
April 2021
June 2021
Refer to "Item 4. Information on the Company - D. Property Plant and Equipment" for a summary of key information of our
fleet as of the date of this report. In addition, from time to time we may also enter into Forward Freight Agreements ("FFAs"),
to hedge our exposure to the charter market for a specified route and period of time. Please see Note 28 to our Consolidated
Financial Statements included herein for additional information on our financial instruments.
In January 2015, we entered into an agreement with RWE Supply & Trading GmbH, a wholly owned subsidiary of RWE AG (a
major European energy company), to charter out a total of fifteen Capesize vessels on long term, index-linked contracts. In
September 2015, the parties agreed to amend the terms to ten Capesize vessels at five years with charterer's option to extend for
an additional two and a half years, instead of fifteen Capesize vessels at five-year terms. During 2015, eight vessels were
delivered to RWE and the remaining two vessels were delivered in 2016. These charters are considered long term since their
duration exceeds one year, however they have not been included in the table above as the time charter revenue earned on these
is variable due to the index-linked daily time charter rate and therefore comparable to charter revenue earned in the spot market.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States
requires that management make estimates and assumptions affecting the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.
Management believes that the following accounting policies are the most critical in fully understanding and evaluating our
reported financial results as they require a higher degree of judgment in their application resulting from the need to make
estimates about the effect of matters that are inherently uncertain. See also Note 2 to the audited Consolidated Financial
Statements included herein for details of all significant accounting policies.
Revenue and expense recognition
Our shipping revenues are primarily generated from time charters and voyage charters. In a time charter, the vessel is hired by
the charterer for a specified period of time in exchange for consideration which is based on a daily hire rate. Generally, the
charterer has the discretion over the ports visited, shipping routes and vessel speed. The contract/charter party generally
provides typical warranties regarding the speed and performance of the vessel. The charter party generally has some owner
protective restrictions such as that the vessel is sent only to safe ports by the charterer and carries only lawful or non-hazardous
cargo. In a time charter contract, where we charter the ship out to a charterer, we are responsible for all the costs incurred for
running the vessel such as crew costs, vessel insurance, repairs and maintenance and lubes. The charterer bears the voyage
related costs such as bunker expenses, port charges, canal tolls during the hire period. The performance obligations in a time
charter contract are satisfied over the term of the contract beginning when the vessel is delivered to the charterer until it is
redelivered back to us. The charterer generally pays the charter hire in advance of the upcoming contract period. The time
charter contracts are considered operating leases because (i) the vessel is an identifiable asset (ii) we do not have substantive
substitution rights and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives
the economic benefits from such use. After adoption of ASC 842 on January 1, 2019, time charter contracts are accounted for
under ASC 842 leases and revenues are recorded over the term of the charter. Prior to adoption of ASC 842, time charter
contracts were accounted as operating leases in accordance with ASC 840 Leases. 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.
47
In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage. The
consideration for such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a
lump sum basis. The charterer is responsible for any short loading of cargo or "dead" freight. The voyage charter party
generally has standard payment terms of 90 or 95% freight paid within three to five days after completion of loading. The
voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses us for any
potential delays exceeding the allowed laytime as per the charter party clause at the ports visited, which is recorded as
demurrage revenue. Conversely, the charterer may be given credit if the loading/discharging activities happen within a shorter
period than the allowed laytime, which is despatch and results in a reduction in revenue. Estimates and judgments are required
in ascertaining the most likely outcome of a particular voyage and actual outcomes may differ from estimates. In a voyage
charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo.
We have determined that our voyage charter contracts consist of a single performance obligation of transporting the cargo
within a specified period. Therefore, the performance obligation is met evenly as the voyage progresses, and the revenue is
recognized on a straight line basis over the voyage days from the commencement of loading to completion of discharge.
The voyage charters generally have variable consideration in the form of demurrage or despatch, which is recognized as we
satisfy the performance obligations under the contract. We estimate demurrage or despatch at contract inception using either the
expected value or most likely amount approaches. Such estimate is reviewed and updated over the term of the voyage charter
contract.
In a voyage contract, we bear all voyage related costs such as fuel costs, port charges and canal tolls. To recognize costs
incurred to fulfill a contract as an asset, the following criteria shall be met: (i) the costs relate directly to the contract, (ii) the
costs generate or enhance resources of the entity that will be used in satisfying performance obligations in the future and (iii)
the costs are expected to be recovered. The costs incurred during the period prior to commencement of loading the cargo,
primarily bunkers, are deferred as they represent setup costs and recorded as a current asset and are subsequently amortized on a
straight-line basis as we satisfy the performance obligations under the contract. Costs incurred to obtain a contract, such as
commissions, are also deferred and expensed over the same period. Costs related to the voyage which are incurred during the
period between loading and discharging the cargo, are expensed as incurred.
Several of our Capesize vessels operate under a pool arrangement for Capesize vessels with Capesize Chartering Ltd ("CCL").
Revenues and expenses for our owned vessels generated through this pool arrangement are presented gross. We consider
ourselves the principal under the charterparties with the customers for the vessels that operate under this pool arrangement,
primarily because we consider ourselves to have control over the service to be transferred for the customer under the
charterparties. CCL, as pool manager, calculates the total pool revenues, pool expenses and pool results based on each
participant’s reported results. Based on the aggregated pool results as defined under the pool agreement and a pre-determined
pool key, reflecting a vessel’s earning capacity, CCL calculates and allocates a pool result for each vessel. The difference
between the calculated pool result for our owned vessels and the actual result from the charter party with the third party
customer is a settlement amount with CCL. This settlement amount allocated under the pool arrangement, is presented as other
operating income (expenses), net, in our consolidated statements of operations.
Our Ultramax vessels operate under a RSA for Supramax vessels managed by C Transport Holding Ltd ("CTM"). Under this
RSA, CTM performs both commercial and operational functions related to the contracts with the third party customers. CTM as
manager, records all revenues and voyage expenses for all vessels under the arrangement which include vessels owned by third
parties. The revenues and voyage expenses are pooled together, allocated and the net result is distributed to each participant
under the arrangement in accordance with an agreed-upon formula. Under this RSA, CTM also operates and therefore controls
the use of our owned vessels included under the arrangement. As a result, the RSA for our vessels with CTM is considered to
meet the definition of a lease. We account for the transactions with CTM as variable rate operating leases and recognize
revenues for the applicable period based on the net amount to be distributed by CTM.
Other revenues primarily comprise revenues earned from the commercial management of related party vessels. Other revenues
are recognized on an accruals basis as the services are provided and performance obligations are met.
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 average, up to the date of delivery of the vessel, across the two main
recycling markets (Indian sub-continent and Bangladesh). Residual values are reviewed annually.
48
Impairment of vessels and right of use assets
The carrying values of our vessels and right of use assets, if any, may not represent their fair market value at any point in time
since the market prices of second-hand vessels tend to fluctuate with changes in charter rates. Historically, both charter rates
and vessel values tend to be cyclical. The carrying amounts of vessels and right of use assets that are held and used by us are
reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a
particular vessel or and right of use assets may not be fully recoverable. Indicators of impairment are identified based on a
combination of factors which include amongst other, development of second hand vessel values based on external appraisals of
our ships, development of forward freight rates, spot rates and operating cash flow.
We assess recoverability of the carrying value of each own asset on an individual basis by estimating the future undiscounted
cash flows expected to result from the asset and eventual disposal. Fair value for our owned vessels is estimated based on
values achieved for the sale/purchase of similar vessels and external appraisals. In addition, vessels held for sale are reported at
the lower of carrying amount and fair value less estimated costs to sell. Recoverability of right of use assets is assessed on an
asset by asset basis by estimating the future undiscounted cash flows from the right of use assets earned over the remaining
lease term of our operating and finance leases. For both, own assets and right of use assets, if the future net undiscounted cash
flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's
carrying value and estimated fair value derived from cash flow based valuations.
In developing estimates of future cash flows for owned vessels, we must make assumptions about future performance, with
significant assumptions being related to charter rates, additional earnings due to scrubber installations, ship operating expenses,
utilization, drydocking requirements, residual value and the estimated remaining useful lives of the vessels. In developing
estimates of future cash flows for right of use assets, we must make significant assumptions related to future charter rates,
additional earnings due to scrubber installations, ship operating expenses, utilization and drydocking requirements. For both
owned vessels and leased assets, these assumptions are based on historical trends as well as future expectations. Specifically, in
estimating future charter rates, management takes into consideration rates currently in effect for existing time charters and
estimated daily time charter equivalent rates for each vessel class for the unfixed days over the estimated remaining lives of
each of the vessels. The estimated daily time charter equivalent rates used for unfixed days are based on a combination of (i)
forward freight market rates and (ii) estimate of implied charter rates based on the broker values received from third party
brokers. The implied rate is a calculated rate for each vessel based on the charter rate the vessel would need to achieve, given
our estimated future operating costs and discount factors that once discounted would equate to the average broker values.
Benefits from scrubber installations are calculated based on expected bunker fuel cost savings and estimated consumption per
year. We then use the resultant undiscounted cash flows in our model. Recognizing that the transportation of dry bulk cargoes is
cyclical and subject to significant volatility based on factors beyond our control, management believes the use of estimates
based on the combination of internally forecasted rates and calculated average rates as of the reporting date to be reasonable.
We believe that the estimated future undiscounted cash flows expected to be earned by each of our owned vessels over their
remaining estimated useful life will exceed the vessels' carrying value as of December 31, 2020, and accordingly, have not
recorded an impairment charge as of December 31, 2020 for owned vessels. As of December 31, 2020, we recognized
impairment on sale of Golden Shea of $0.7 million. The vessel has been reflected as held for sale as of December 31, 2020.
Estimated undiscounted cash flows expected to be earned by each of our leased vessels over the remaining lease term were
below carrying value of the vessels as of March 31, 2020, and we have recorded an impairment charge as a difference between
carrying value and fair value of the leased vessels in the total amount of $94.2 million. We believe that estimated undiscounted
cash flows expected to be earned by each of our leased vessels over the remaining lease term were above the carrying value of
the vessels as of December 31, 2020.
Estimated outflows for operating expenses and drydocking requirements are based on historical and budgeted costs and are
adjusted for assumed inflation. Finally, utilization is based on historical levels achieved and estimates of a residual value are
consistent with the pattern of scrap rates used in management's evaluation of salvage value.
The more significant factors that could impact management's assumptions regarding cash flows include (i) loss or reduction in
business from significant customers, (ii) unanticipated changes in demand for transportation of dry bulk cargoes, (iii) greater
than anticipated levels of newbuilding orders or lower than anticipated levels of vessel recycling, and (iv) changes in rules and
regulations applicable to the dry bulk industry, including legislation adopted by international organizations such as the IMO and
the European Union or by individual countries. Although management believes that the assumptions used to evaluate potential
impairment are reasonable and appropriate at the time they were made, such assumptions are highly subjective and likely to
change, possibly materially, in the future. There can be no assurance as to how long charter rates and vessel values will remain
at their current low levels or whether they will improve by a significant degree. If charter rates were to remain at depressed
levels future assessments of vessel impairment would be adversely affected.
49
Our Fleet – Comparison of Possible Excess of Carrying Value Over Estimated Charter-Free Market Value of Certain
Vessels
In "Critical Accounting Policies – Impairment of long-lived assets", we discuss our policy for impairing the carrying values of
our vessels and newbuildings. During the past few years, the market values of vessels have experienced particular volatility,
with substantial declines in many vessel classes. As a result, the charter-free market value, or basic market value, of certain of
our vessels may have declined below those vessels' carrying value, even though we would not impair those vessels' carrying
value under the accounting impairment policy, due to the belief that future undiscounted cash flows expected to be earned by
such vessels over their operating lives would exceed such vessels' carrying amounts.
Our estimates of basic market value assume that our vessels are all in good and seaworthy condition without need for repair and
if inspected would be certified in class without notations of any kind. Our estimates are based on the values achieved for the
sale/purchase of similar vessels and appraised valuations and are inherently uncertain. In addition, vessel values are highly
volatile; as such, our estimates may not be indicative of the current or future basic market value of the vessels or prices that we
could achieve if we were to sell them.
The table set forth below indicates the carrying value of each of our owned vessels as of December 31, 2020 and 2019:
Vessel Type
Newcastlemax
Newcastlemax
Newcastlemax
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Vessel Name
Golden Scape
Golden Swift
Golden Gayle
Golden Feng
Golden Shui
KSL Salvador
KSL San Francisco
KSL Santiago
KSL Santos
KSL Sapporo
KSL Seattle
KSL Singapore
KSL Sydney
KSL Sakura
KSL Seoul
KSL Stockholm
KSL Seville
Golden Kathrine
Golden Aso
Golden Finsbury
Golden Barnet
Golden Bexley
Golden Fulham
Golden Amreen
Golden Anastasia
Golden Behike
Golden Houston
Golden Kaki
Golden Monterrey
Golden Myrtalia
50
Built
2016
2016
2011
2009
2009
2014
2014
2014
2014
2014
2014
2014
2014
2015
2015
2015
2015
2015
2015
2015
2016
2016
2016
2015
2014
2016
2014
2014
2016
2011
2020
($ millions)
Dwt
211,112
211,112
206,565
169,232
169,333
180,958
181,066
181,020
181,055
180,960
181,015
181,062
181,000
181,062
181,010
181,055
181,062
182,486
182,472
182,418
180,355
180,209
182,000
179,337
179,189
180,491
181,214
181,214
180,491
177,979
59.4 *
58.7 *
27.8 *
31.3 *
31.3 *
54.9 *
52.2 *
54.8 *
55.2 *
57.3 *
57.0 *
53.7 *
57.5 *
52.7 *
56.0 *
53.2 *
55.5 *
56.9 *
57.8 *
46.9 *
46.6 *
46.5 *
44.7 *
36.2
34.6 *
36.5
33.6
35.0
39.0 *
22.8 *
2019
($ millions)
61.8 *
61.1 *
28.9
33.0 *
33.0 *
57.3 *
54.4 *
57.2 *
57.6 *
56.4 *
56.1 *
56.1 *
60.1 *
54.9 *
55.1 *
55.5 *
54.6 *
55.9 *
56.8 *
45.2 *
48.4 *
48.3 *
46.5 *
34.1
36.0
37.8
31.7
36.4
40.5
23.7
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Capesize
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Panamax
Ultramax
Ultramax
Golden Nimbus
Golden Savannah
Golden Surabaya
Golden Cumulus
Golden Cirrus
Golden Incus
Golden Calvus
Golden Arcus
Golden Ice
Golden Opportunity
Golden Saguenay
Golden Strength
Golden Suek
Golden Bull
Golden Brilliant
Golden Diamond
Golden Pearl
Golden Ruby
Golden Sue
Golden Deb
Golden Shea**
Golden Kennedy
Golden Opal
Golden Amber
Golden Empress
Golden Endeavour
Golden Endurer
Golden Enterprise
Golden Daisy
Golden Ginger
Golden Rose
Golden Jake
Golden Arion
Golden Ioanari
Golden Keen
Golden Cecilie
Golden Cathrine
2017
2017
2017
2018
2018
2018
2018
2018
2008
2008
2008
2009
2011
2012
2013
2013
2013
2014
2013
2013
2007
2015
2017
2017
2010
2010
2011
2011
2012
2012
2012
2011
2011
2011
2012
2015
2015
180,000
181,044
181,046
180,499
180,487
180,611
180,521
180,478
75,500
75,500
75,500
75,500
74,849
75,000
74,500
74,500
74,186
74,052
84,943
84,943
76,937
83,789
74,231
74,500
79,463
79,454
79,474
79,463
81,507
81,487
81,585
81,827
82,188
81,827
81,586
60,263
60,000
45.3 *
55.7 *
55.5 *
46.0 *
45.9 *
45.8 *
45.8 *
45.9 *
12.5 *
12.4 *
12.4 *
13.8 *
14.9 *
15.9 *
17.4 *
17.5 *
17.4 *
19.1 *
21.5 *
22.2 *
9.5
22.1
20.1 *
19.3 *
14.5 *
14.4 *
14.6 *
14.6 *
17.2 *
17.1 *
17.1 *
16.0
16.0
15.5
17.1
21.3 *
21.3 *
47.0 *
57.9 *
57.7 *
47.6 *
47.6 *
47.5 *
47.4 *
47.5 *
13.1 *
13.1 *
13.0 *
14.5 *
15.6 *
16.6 *
18.1 *
18.2 *
18.2 *
19.9 *
22.5 *
23.2 *
10.7
23.0
20.8 *
19.9
14.5
14.5
15.2
15.2
17.8
17.8
17.8
16.8
16.8
16.2
17.8
22.2
22.2
*Indicates vessels for which we believe, as of December 31, 2020 and/or 2019, the basic charter-free market value is lower than
the vessel’s carrying value. We believe that the aggregate carrying value of these vessels exceed their December 31, 2020 and
2019 aggregate basic charter-free market value by approximately $589.5 million and $386.6 million, respectively. We believe
that the estimated future undiscounted cash flows expected to be earned by each of these vessels over its remaining estimated
useful life, exceed each of these vessel's carrying value as of December 31, 2020 and 2019, respectively, and accordingly, we
have not recorded an impairment charge. The aggregate carrying value of our total fleet exceeds the aggregate basic charter-free
market value by approximately $581.6 million as of December 31, 2020 (December 31, 2019: $324 million).
**Reflected as held for sale in the consolidated balance sheet.
2,276.2
2,339.8
51
We refer you to the risk factor entitled "The fair market values of our vessels may decline, which could limit the amount of
funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, or result in an impairment
charge, and cause us to incur a loss if we sell vessels following a decline in their market value".
Factors Affecting Our Results
The principal factors which affect our results of operations and financial position include:
•
•
•
•
•
•
•
•
•
•
the earnings from our vessels;
gains (losses) from the sale of assets and amortization of deferred gains;
other operating income (expenses), net
ship operating expenses;
impairment losses on vessels;
administrative expenses;
depreciation;
interest expense;
share of results of associated companies; and
changes in fair value of our financial instruments.
We derive our earnings from time charters, voyage charters and revenue sharing arrangements. As of December 31, 2020, 52 of
our 78 vessels, which are owned or leased in by us, were employed in the voyage charter market or on short term time charters
of less than a year. The dry bulk industry has historically been highly cyclical, experiencing volatility in profitability, vessel
values and freight rates.
Gains and losses on the sale of vessels are recognized when the vessel has been delivered and all risks have been transferred
and are determined by comparing the net proceeds received with the carrying value of the vessel.
Revenues generated through RSAs are presented gross when we are considered the principal under the charter parties with the
net income allocated under the RSA presented as other operating income, net.
Ship operating costs are the direct costs associated with running a vessel and include crew costs, vessel supplies, repairs and
maintenance, drydockings, lubricating oils, insurance and management fees.
An impairment loss on a vessel is recognized when the vessel's carrying value exceeds the estimated future net undiscounted
cash flows expected to be earned over the remaining estimated useful life of the vessel, or exceeds the estimated net sales
proceeds when the vessel is classified as held for sale.
Administrative expenses are comprised of general corporate overhead expenses, including personnel costs, property costs, audit
fees, legal and professional fees, stock option expenses and other general administrative expenses. Personnel costs include,
among other things, salaries, pension costs, fringe benefits, travel costs and health insurance.
Depreciation, or the periodic costs charged to our income for the reduction in usefulness and long-term value of our vessels, is
also related to the number of vessels we own or lease. We depreciate the cost of vessels we own, less their estimated residual
value, over their estimated useful life on a straight-line basis. We depreciate the cost of vessels held under finance lease over the
term of the lease. No charge is made for depreciation of vessels under construction until they are delivered.
Interest expense relates to vessel specific debt facilities and finance leases. Interest expense depends on our overall borrowing
levels and may significantly increase when we acquire vessels or on the delivery of newbuildings. Interest expense may also
change with prevailing interest rates, although the effect of these changes may be reduced by interest rate swaps or other
derivative instruments.
Our marketable equity securities are investments in equity securities with readily determinable fair values. These investments
are measured at fair value and any resulting unrealized gains and losses are recorded in the consolidated statement of
operations.
None of our derivatives qualify for hedge accounting and changes in fair values are recognized in the Consolidated Statement
of Operations.
Share of results from associated companies is accounted for under equity method of accounting.
52
Inflation
Although inflation has had a moderate impact on our vessel operating expenses and corporate overhead, management does not
consider inflation to be a significant risk to direct costs in the current and foreseeable economic environment. It is anticipated
that insurance costs, which have risen over the last three years, may continue to rise moderately over the next few years. Dry
bulk cargo transportation is a specialized area and the number of vessels is increasing. There will therefore be an increased
demand for qualified crew and this has and will continue to put inflationary pressure on crew costs. However, in a shipping
downturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to preserve
liquidity and encourage suppliers and service providers to lower rates and prices in the event of a downturn.
Year ended December 31, 2020 compared with year ended December 31, 2019
Operating revenues
We currently operate most of our vessels in the spot market, exposing us to fluctuations in spot market charter rates. As a result,
our shipping revenues and financial performance are significantly affected by conditions in the dry bulk spot market, and any
decrease in spot charter rates may adversely affect our earnings. In addition, the mix of charters between spot or voyage
charters and time charters also affects our revenues and voyage expenses.
(in thousands of $)
Time charter revenues
Voyage charter revenues
Other revenues
Total operating revenues
2020
235,673
370,130
2,140
607,943
2019
299,946
404,184
1,669
705,799
Change
(64,273)
(34,054)
471
(97,856)
Time charter revenues decreased by $64.3 million in 2020 compared with 2019, primarily due to:
•
•
a decrease of $61.8 million primarily reflecting the decline in the dry bulk market which resulted in lower rates under
index-linked and short-term time charters for vessels that were in our fleet through the duration of both of these
periods.
a decrease of $9.2 million due to redelivery of the Golden Eclipse in April 2020, whereas in the twelve months ended
December 31, 2019, the vessel was in our fleet for the entire duration of the period.
This was partially offset by:
•
•
an increase of $6.6 million attributable to a decrease in amortization of favorable charter party contracts during the
period.
an increase of $0.1 million primarily attributable to an increase of short-term chartered-in vessels that traded on time
charters during the period.
Voyage charter revenues decreased by $34.1 million in 2020 compared with 2019, primarily due to:
•
•
a decrease of $18.4 million following a decrease in average freight rates for our owned and leased vessels trading on
voyage charter in 2020 compared with 2019, and
a decrease of $28.3 million attributable to a decrease in freight rates of short-term chartered-in vessels that traded on
voyage charters during the period.
This was partially offset by increase of $12.6 million relating to a full year of revenue for Vitus Bering and Admiral Schmidt in
2020 as opposed to only several months in 2019.
Other revenues increased by $0.5 million in 2020 compared with 2019 primarily attributable to an increase in commercial
management services.
Other operating income (expenses), net
53
(in thousands of $)
Other operating income (expenses), net
2020
2,965
2019
(1,170)
Change
4,135
The amount under Other operating income (expenses), net is the settlement amount with CCL related to the difference between
the calculated pool result for our own vessels and the actual result from the charter party with the third party customer. The
increase in other operating income (expenses) is primarily related to an increase in net income in 2020 compared with 2019
from CCL under our revenue sharing agreement.
Voyage expenses and commission
(in thousands of $)
Voyage expenses and commission
2020
194,544
2019
185,088
Change
9,456
Voyage expenses and commission increased by $9.5 million in 2020 compared with 2019.
An increase of $7.4 million was attributable to vessels that were in our fleet through the duration of both periods and was driven
by:
•
•
•
•
an increase of $5.0 million in bunker expenses primarily due to amortization of 2019 capitalized bunker expenses
which was higher than 2020 capitalized bunker expenses;
an increase of $4.6 million in port expenses primarily due to higher average cost per port call in 2020 compared with
2019 resulting from port restrictions related to COVID-19, and
an increase of $1.0 million in other voyage income, offset by
a decrease of $3.2 million in commission and brokerage.
An increase of $4.8 million was attributable to fleet composition. Vitus Bering and Admiral Schmidt were chartered in on long-
term charters for the full year in 2020 as opposed to only several months during 2019, and contributed to increase as follows:
•
•
•
an increase of $3.2 million in bunker expenses,
an increase of $1.3 million in port expenses, and
an increase of $0.3 million in commission and brokerage
This was partially offset by a decrease of $2.7 million regarding short-term chartered-in vessels trading on voyage charters in
the period and was driven by:
•
•
•
a decrease of $1.1 million in bunker expenses,
a decrease of $1.4 million in port expenses, and
a decrease of $0.2 million in commission and brokerage
Ship operating expenses
(in thousands of $)
Ship operating expenses
2020
191,235
2019
193,138
Change
(1,903)
Ship operating expenses decreased by $1.9 million in 2020 compared with 2019 primarily due to:
•
•
•
a decrease of $3.7 million related to running ship operating expenses, as a result of decrease in spares expenditures
a decrease of $0.9 million attributable to the non-lease component, or service element, from charter hire expenses to
ship operating expenses for vessels chartered in on time charter during the 12 months ended December 31, 2020,
a decrease of $0.2 million attributable to various owner related expenses.
The decrease was partially offset by an increase of $2.9 million in dry docking expenses due to more vessels being dry docked
in 2020.
Charter hire expenses
(in thousands of $)
Charter hire expenses
2020
66,812
2019
117,779
Change
(50,967)
54
Charter hire expenses decreased by $51.0 million in 2020 compared with 2019 primarily due to:
•
•
•
a decrease of $26.4 million as a result of a reclassification of charter hire expenses for seven vessels chartered in from
SFL. In December 2019, leases for these vessels were reclassified from operating leases to finance leases, and as a
result, lease expense for these vessels was not presented under charter hire expenses in the 12 months ended December
31, 2020, but instead accounted for under depreciation and interest expense,
a decrease of $25.9 million attributable to lower rates for short-term charter-in activity from third parties, and
a decrease of $0.8 million due to lower charter hire expense for KSL China.
This was partially offset by:
•
•
an increase of $1.3 million incurred for the Admiral Schmidt and the Vitus Bering, vessels which were chartered in for
a three-year period, and
an increase of $0.8 million related to the Golden Hawk lease.
Administrative expenses
(in thousands of $)
Administrative expenses
2020
13,722
2019
14,123
Change
(401)
Administrative expenses decreased by $0.4 million in 2020 as compared to 2019 due to lower personnel related expenses.
Impairment loss on vessels
(in thousands of $)
Impairment loss on vessels
2020
721
2019
—
Change
721
In the fourth quarter of 2020, we entered into an agreement to sell the Golden Shea, a Panamax vessel, to an unrelated third
party for a total gross amount of $9.6 million, and we recognized a $0.7 million impairment loss in connection with the sale. No
impairments have been recorded in 2019.
Impairment loss on right of use assets
(in thousands of $)
Impairment loss on vessels
2020
94,233
2019
—
Change
94,233
In the first quarter of 2020, we recorded a total of $24.2 million in impairment of right of use assets for operating leases relating
to Admiral Schmidt, Vitus Bering, KSL China and Golden Hawk. In addition, we recorded $70.0 million in impairment of right
of use assets related to seven SFL vessels for finance leases. The loss recorded is equal to the difference between the carrying
value of right of use assets and estimated fair value of the leased assets as of March 31, 2020 following an impairment review
that was triggered by the negative market developments in the first quarter of 2020.
Depreciation
(in thousands of $)
Depreciation
2020
111,303
2019
93,845
Change
17,458
Depreciation expenses increased by $17.5 million in 2020 as compared to 2019, primarily due to:
•
•
an increase of $16.7 million attributable to a full year of depreciation on finance leases for vessels chartered in from
SFL and that was reclassified from operating leases to finance leases with effect from January 1, 2020, and
an increase of $1.4 million related to vessels that have installed ballast water treatment system and/or scrubber during
2020.
This was partially offset by a decrease in depreciation expense of $0.6 million due to redelivery of the Golden Eclipse in April
2020, whereas in 2019 the vessel was in our fleet for the entire duration of the period.
Interest income
55
(in thousands of $)
Interest income
2020
1,193
2019
4,434
Change
(3,241)
Interest income decreased by $3.2 million in 2020 compared with 2019 primarily due to a decrease in the credit interest rate
level, both for the cash held on time deposit and the cash held in our bank accounts.
Interest expense
(in thousands of $)
Interest on floating rate debt
Interest on fixed rate debt
Finance lease interest expense
Commitment fees
Amortization of fair value adjustment of the convertible bond
Amortization of deferred charges
Related party interest expense
2020
35,312
—
9,362
25
—
2,778
—
47,477
2019
55,570
430
300
351
813
2,083
—
59,547
Change
(20,258)
(430)
9,062
(326)
(813)
695
—
(12,070)
Interest expense decreased by $12.1 million in 2020 compared with 2019, primarily due to:
•
•
•
•
a decrease of $20.3 million attributable to lower interest on our floating debt primarily due to a decrease in LIBOR
rates, with the average 3-month LIBOR rates decreasing from 2.33% in 2019 to 0.65% in 2020,
a decrease of $0.8 million due to amortization of the fair value adjustment and a decrease of $0.4 million of fixed rate
interest debt following full repayment of the Convertible Bond at maturity in January 2019,
a decrease of $0.3 million in commitment fees during 2020, and
a decrease of $0.3 million in finance lease interest expense for Golden Eclipse due to redelivery of the vessel in April
2020.
These factors were partially offset by:
•
•
an increase of $9.4 million in finance lease interest expense following a reclassification of seven SFL vessels from
operating leases to finance leases effective December 2019, and as a result, lease expense for these vessels is no longer
presented under charter hire expense, but instead accounted for under depreciation and interest expense, and
an increase of $0.7 million in amortization of deferred charges as a result of increased debt issuance costs related to the
refinancing of the $425.0 million loan facility in November 2020.
Equity results of associated companies
(in thousands of $)
Equity results of associated companies
2020
(3,710)
2019
505
Change
(4,215)
Equity results of associated companies decreased by $4.2 million in 2020 compared to 2019 primarily due to a loss of $4.2
million from our investments in SwissMarine Pte. Ltd. ("SwissMarine"), formerly known as Singapore Marine Pte Ltd.
("Singapore Marine") and a $0.4 million gain from our investments in TFG Marine Pte Ltd ("TFG Marine"), the bunkering joint
venture with Trafigura Pte Ltd ("Trafigura") and Frontline. We acquired a 10% ownership interest in TFG Marine in January
2020.
Gain from disposal of associated companies
(in thousands of $)
Gain from disposal of associated companies
2020
2,570
2019
—
Change
2,570
Gain from disposal of associated companies increased by $2.6 million in 2020 compared to 2019 due to the sale of SeaTeam
Management Pte. Ltd. ("SeaTeam"), in October 2020 where our ownership of 22.19% was divested.
56
Gain (loss) on derivatives
(in thousands of $)
Gain (loss) on derivatives
2020
2019
(17,450)
(9,960)
Change
(7,490)
The loss on derivatives increased by $7.5 million in 2020 compared with 2019 primarily due to a negative development in the
fair value of our USD denominated interest rate swaps and bunker derivatives of $13.9 million and $1.7 million, respectively.
This was partially offset by increased gains from our foreign currency derivatives and forward freight derivatives of $0.4
million and $7.8 million, respectively.
Gain (loss) on marketable equity securities
(in thousands of $)
Gain (loss) on marketable equity securities
2020
(10,177)
2019
1,828
Change
(12,005)
The loss on marketable equity securities in 2020 relates to our investment in Eneti Inc, a company engaged in marine based
renewable energy. Eneti Inc was, until February 2021, named Scorpio Bulkers Inc., engaged in dry bulk shipping. Eneti Inc is
listed on the New York Stock Exchange, measured at fair value, with changes in the fair value recognized in the Consolidated
Statements of Operations.
Other financial items
(in thousands of $)
Other financial items
2020
(825)
2019
(490)
Change
(335)
The loss in other financial items increased by $0.3 million in 2020 compared with 2019 primarily due to an increase in other
financial charges of $1.1 million. This was partially offset by a decrease in foreign exchange losses of $0.8 million.
For the discussion of our operating results in 2019 compared with 2018, we refer to "Item 5. Operating and Financial Review
and Prospects" included in our annual report on Form 20-F for the year ended December 31, 2019, which was filed with the
U.S. Securities and Exchange Commission on March 12, 2020.
Recently Issued Accounting Standards
Refer to Note 3 of "Item 18. Financial Statements".
B. LIQUIDITY AND CAPITAL RESOURCES
We operate in a capital-intensive industry and have historically financed our purchase of vessels through a combination of
equity capital and borrowings from commercial banks, as well as issuance of convertible bonds. Our ability to generate
adequate cash flows on a short and medium term basis depends substantially on the trading performance of our vessels in the
market. Periodic adjustments to the supply of and demand for dry bulk vessels cause the industry to be cyclical in nature.
We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short and
medium term liquidity.
Our funding and treasury activities are conducted within corporate policies to increase investment returns while maintaining
appropriate liquidity for our requirements. Cash and cash equivalents are held primarily in U.S. dollars with some balances held
in Norwegian Kroner, Euro and Singapore dollars.
Our short-term liquidity requirements relate to payment of operating costs (including drydocking), installation of ballast water
treatment systems on certain of our vessels, funding working capital requirements, repayment of bank loans, lease payments for
our chartered in fleet and maintaining cash reserves against fluctuations in operating cash flows and payment of cash
distributions. Sources of short-term liquidity include cash balances, restricted cash balances, short-term investments and
receipts from customers. Restricted cash consists of cash, which may only be used for certain purposes under the Company's
contractual arrangements and primarily comprises collateral deposits for derivative trading. Please refer to "Note 12, Cash, cash
equivalents and restricted cash" for a description of our covenant requirements. From April 1, 2020, cash required to be
maintained by the financial covenants in our loan facilities is no longer recorded as restricted cash, but as cash and cash
equivalents. We have adjusted for this change in previous periods, and as such restricted cash balances of $22.0 million and
57
$10.2 million described below do not include covenanted cash. This change was made to align our accounting principles with
how many other shipping companies present their cash balances. For further information, please refer to "Note 2, Summary of
Significant Accounting Policies".
As of December 31, 2020 and 2019, we had cash and cash equivalents of $153.1 million. In addition, as of December 31, 2020
and 2019, we had total restricted cash balances of $22.0 million and $10.2 million, respectively, primarily comprising of
collateral deposits for derivative trading. As of December 31, 2020, cash and cash equivalents included cash balances of $59.8
million (December 2019: $64.1 million), which are required to be maintained by the financial covenants in our loan facilities.
The Company’s Board of Directors decided not to pay a dividend for any of the quarters in 2020. The Board of Directors
remains committed to returning value to its shareholders through dividends. While the amount and timing of any future
dividend payments will be based on our results, investment opportunities and the prevailing market conditions, it is our intent to
distribute a significant portion of our earnings in line with our current strong market expectations.
As of December 31, 2020, we had no material firm capital commitments.
Other significant transactions subsequent to December 31, 2020, impacting our cash flows include the following:
•
•
•
•
•
In December 2020, we entered into an agreement to sell the Golden Shea. The vessel is expected to be delivered to its
new owners by the end of March 2021, and the net cash flow from the transaction is approximately $4.1 million, out of
which $1.4 million has been received in 2020 as a deposit and $2.7 million is expected to be recognized during the first
quarter of 2021.
In January 2021, we entered into an agreement to sell the Golden Saguenay, a Panamax vessel, to an unrelated third
party for $8.4 million. The vessel is expected to be delivered to its new owners in the second quarter of 2021, and the
estimated total net cash flow from the sale is expected to be approximately $2.9 million after repayment of long-term
debt relating to Golden Saguenay.
On February 16, 2021, we repaid the outstanding balance of $50.0 million on the revolving credit facility under $304.0
loan facility.
In February 2021, we entered into a Heads of Agreement to acquire 18 modern dry bulk vessels for a total
consideration of $752 million. The transaction will be financed by $338 million in new equity capital. The vessels will
be acquired from affiliates of Hemen, the Company's largest shareholder. Affiliates of Hemen also agree to provide a
$414 million debt facility, representing the balance of the purchase price, with an 18-month tenor. The loan will bear
an interest rate of LIBOR plus a margin of 2.35% and shall be repaid in accordance with a 17-year linear repayment
profile. The loan facility is contemplated to be refinanced on favorable terms in the international debt market after
completion of the transaction. Hemen subscribed for 27,103,773 new shares, equivalent to $169 million. Following
issuance of the shares, the Company will have 198,480,244 issued common shares each having a par value of $0.05.
In February 2021, we completed a Private Placement, which raised gross proceeds to the Company of NOK 2,873
million, or approximately $338 million through the placing of 54,207,547 new shares at a subscription price of NOK
53.00 per offer share.
We believe that our working capital, cash on hand and borrowings under our current facilities will be sufficient to fund our
requirements for, at least, the 12 months from the date of this annual report.
Medium to Long-term Liquidity and Cash Requirements
Our medium and long-term liquidity requirements include funding the equity portion of investments in new or replacement
vessels and repayment of bank loans. Potential additional sources of funding for our medium and long-term liquidity
requirements include new loans, refinancing of existing arrangements, equity issues, public and private debt offerings, vessel
sales, sale and leaseback arrangements and asset sales.
Cash Flows
The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated.
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(in thousands of $)
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Net cash provided by operating activities
2020
140,640
(19,151)
(109,631)
11,858
163,244
175,102
2019
158,431
(73,050)
(294,742)
(209,361)
372,605
163,244
2018
186,546
(141,195)
(44,730)
621
371,984
372,605
We have significant exposure to the spot market as on average only 9.5 of our 78 owned and leased vessels traded on long term
fixed rate time charter contracts during 2020. At the date of this report we have seven vessels currently on a fixed rate time
charters with longer duration of more than 11 months. From time to time we may also enter into FFAs, to hedge our exposure to
the charter market for a specified route and period of time. See "Item 5. Operating and Financial Review and Prospects" for
further information of our FFA positions as of December 31, 2020. As a substantial part of our fleet trade on either voyage
charters or index linked time charter contracts, we are significantly exposed to the spot market. Therefore, our reliance on the
spot market contributes to fluctuations in cash flows from operating activities as a result of its exposure to highly cyclical dry
bulk charter rates. TCE represents operating revenues less other income and voyage expenses. TCE is therefore impacted by
both movements in operating revenues, as determined by market freight rates, and voyage expenses, which are primarily
comprised of bunker expenses, port charges and canal tolls. Any increase or decrease in the average TCE rates earned by our
vessels will have a positive or negative comparative impact, respectively, on the amount of cash provided by operating
activities, and as a result any increase or decrease in the average rates earned by our vessels in periods subsequent to December
31, 2020, compared with the actual rates achieved during 2020, will as a consequence have a positive or negative comparative
impact on the amount of cash provided by operating activities.
Net cash provided by operating activities in the year ended December 31, 2020 was $140.6 million compared with $158.4
million and $186.5 million in the year ended December 31, 2019 and December 31, 2018, respectively. Net cash provided by
operating activities was primarily impacted by: (i) overall market conditions as reflected by TCE income of our fleet, (ii) the
size and composition of our fleet that we own, lease and charter-in, (iii) changes in operating assets and liabilities including
impact of whether our vessels are operated under time charters or voyage charters as revenues from time charters are generally
received monthly or bi-weekly in advance while revenues from voyage charters are received on negotiated terms for each
voyage, normally 90/95% after completed loading and the remaining after completed discharge, (iv) changes in net cash interest
expense as a result of outstanding debt and changes in LIBOR, (v) the number of vessels dry docking in a period and (vi)
change in other operating items.
The decrease in net cash provided by operating activities of $17.8 million in the year ended December 31, 2020 compared with
the year ended December 31, 2019 was primarily driven by (i) impact by overall market conditions as reflected by reduced TCE
income of $81.2 million attributable to vessels that were in our fleet through the duration of both periods, (ii) $1.5 million
negative result related to our fleet composition, primarily due to a redelivery of Eclipse, and change in short-term trading
activity, (iii) net positive effect of $37.8 million from change in operating assets and liabilities, (iv) positive effect of $20.3
million as a result of reduced net interest costs, (v) a decrease of $2.9 million related to more vessels being dry docked in 2019
and (vi) a negative change of $9.9 million in other operating items.
The decrease in net cash provided by operating activities of $28.1 million in the year ended December 31, 2019 compared with
the year ended December 31, 2018 was primarily driven by (i) impact by overall market conditions as reflected by reduced TCE
income of $29.8 million attributable to vessels that were in our fleet through the duration of both periods, (ii) $7.3 million
positive result related to our fleet composition, primarily due to a full year results of five Capesize newbuildings delivered to us
in 2018, and change in short-term trading activity, (iii) net positive effect of $10.8 million from change in operating assets and
liabilities, (iv) positive effect of $9.3 million as a result of reduced net interest costs, (v) a decrease of $13.7 million related to
more vessels being dry docked in 2019 and (vi) a negative change of $12.0 million in other operating items.
Based on the current level of operating expenses, debt repayments, interest expenses and general and administrative costs, the
average cash break-even rates on a TCE basis are (i) approximately $13,039 per day for our scrubber/non-scrubber Capesize
vessels and (ii) approximately $8,553 per day for our Panamax vessels. As of March 17, 2021, average market spot rates year to
date were as follows: Non-scrubber fitted Capesize vessels approximately $16,800 per day, scrubber fitted Capesize vessels
approximately $19,800 per day and non-scrubber fitted Panamax vessels approximately $15,800 per day.
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Net cash used in investing activities
Net cash used in investing activities was $19.2 million in 2020 and comprised primarily:
•
•
payments of approximately $25.3 million related to installation of scrubbers and ballast water treatment systems on
certain of our vessels, and
payment of $1.0 million shareholder loan to TFG Marine
This was partially offset by the following:
•
•
a repayment of a $5.4 million shareholder loan from SwissMarine, and
partial proceeds from sale of SeaTeam of $1.7 million
Net cash used in investing activities was $73.1 million in 2019 and was comprised mainly of additions to vessels and equipment
of $44.1 million related to installations of scrubbers and ballast water treatment systems. In addition, we made a $19.5 million
investment in Singapore Marine and made a $10.7 million shareholder loan to the company. These amounts were partially
offset by the following:
•
•
net sale proceeds of $1.1 million from marketable securities;
and dividends received of $0.2 million in total.
Net cash used in investing activities was $141.2 million in 2018 and was comprised mainly of additions to newbuildings,
vessels and equipment of $158.2 million, of which most was in respect of five Capesize newbuilding contracts completed
during the year. This amount was partially offset by the following:
•
•
•
net sale proceeds of $14.4 million in respect of one Panamax vessel sold during the year,
payments received from seller credit receivable of $1.9 million, and
net sale proceeds from marketable securities and dividends received of $0.8 in total.
Net cash related to financing activities
Net cash used in financing activities in 2020 was $109.6 million and was primarily a result of debt repayments of $390.1
million. This amount included the repayment of the outstanding debt under our non-recourse $425.0 million loan facility which
was refinanced with the new $304.0 million loan facility. Ordinary installments paid under our loan facilities were $86.1
million. In 2020, we made dividend distributions of $7.2 million, finance lease repayments of $49.0 million and paid debt fees
of $3.0 million.
This was partially offset by:
•
•
•
a drawdown of $304.0 million relating to new $304 million term loan and revolving credit facility,
a drawdown of the remaining available $18.0 million under the scrubber tranches of our $420.0 million loan facility,
and
scrubber related financing received from SFL of $17.5 million
Net cash used in financing activities in 2019 was $294.7 million and was primarily a result of debt repayments of $621.2
million. This amount included the repayment at maturity of the net outstanding amount of $168.2 million under our convertible
bond. In addition, we prepaid the outstanding debt under our three non-recourse loan facilities of $222.1 million and $155.4
million under the $284.0 million which loan facilities were refinanced with the new $93.75 million, $131.79 million and $155.3
million loan facilities. Ordinary installments paid under our loan facilities were $75.5 million. In 2019, we made dividend
distributions of $46.6 million, finance lease repayments of $5.7 million, share repurchases of $5.5 million and debt fees paid of
$6.7 million. These items were partially offset by loan drawdowns of $389.9 million and proceeds of $1.1 million from stock
options exercised during the year.
Net cash used in financing activities in 2018 was $44.7 million and was primarily a result of debt repayments of $241.8 million,
dividend distributions of $64.9 million, finance lease repayments of $5.2 million, share repurchases of $1.9 million and debt
fees paid of $1.2 million. These items were partially offset by loan drawdowns of $270.0 million and proceeds of $0.3 million
from share issuance related to stock options exercised during the year.
Borrowing Activities
60
In November 2020, we entered into the $304.0 million term loan and revolving credit facility to refinance our obligations under
$425.0 million credit facility that was scheduled to mature in March 2021. This new loan facility has been entered into with six
reputable shipping banks, five of which were part of the group of banks that financed the $425.0 million credit facility and is
secured by 14 Capesize vessels.
$304.0 million term loan and revolving credit facility
The term loan facility of $254.0 million has a tenor of five years and a 20-year age adjusted repayment profile, carrying an
interest rate of LIBOR plus a margin of 2.35%. All tranches under the term loan facility mature in November 2025, with a
balloon payment of in total $165.2 million. Repayments of term loan are made on a quarterly basis from first quarter of 2021
onward. Revolving credit facility of $50.0 million is non-amortizing with the maturity date in November 2025. Commitment
fee of 0.94% is payable on any undrawn part of revolving credit facility.
As of December 31, 2020, $304.0 million was outstanding under this facility and there were no available undrawn amounts.
$93.75 million and $131.79 million loan facilities
In May 2019, we entered into two credit facilities, one for $93.75 million and one for $131.79 million, to refinance our
obligations under the three non-recourse loan facilities, $102.7 million credit facility, $73.4 million credit facility and
$80.2 million credit facility, which financed the 14 vessels acquired from Quintana Shipping Ltd. ("Quintana") in 2017. In
connection with this refinancing, we prepaid the outstanding debt under the three non-recourse loan facilities of $222.1 million.
$93.75 million credit facility
This facility has a five-year tenor and a 19-year age adjusted amortization profile. The facility bears interest of LIBOR plus a
margin of 2.15%. Repayments are made on a quarterly basis from third quarter of 2019 onward. All tranches under the facility
mature in second quarter of 2024, with a balloon payment of in total $62.5 million. During 2020, $6.6 million (2019:
$3.3 million) was repaid and there was no available undrawn amount.
$131.79 million credit facility
This facility has a five-year tenor and a 19-year age adjusted amortization profile. The facility bears interest of LIBOR plus a
margin of 2.10%. Repayments are made on a quarterly basis from third quarter of 2019 onward. All tranches under the facility
mature in second quarter of 2024, with a balloon payment of in total $75.6 million. During 2020, $11.8 million (2019:
$5.9 million) was repaid and there was no available undrawn amount.
$155.3 million loan facility
In November 2019, we refinanced our $284.0 million loan facility that financed 15 vessels and was scheduled to mature in
December 2019. A $155.3 million term loan facility was entered into with six reputable shipping banks, five of which were part
of the group of banks that financed the $284.0 million facility. In connection with this refinancing, we prepaid the outstanding
debt under the $284.0 million facility of $155.4 million. This facility bears interest of LIBOR plus a margin of 2.10%.
Repayments are made on a quarterly basis from first quarter of 2020 onward. All tranches under the facility mature in fourth
quarter of 2024, with a balloon payment of in total $93.8 million. During 2020, $13.0 million (2019: nil) was repaid and there
was no available undrawn amount.
$120.0 million term loan facility
In May 2018, we entered into a $120.0 million term loan facility to refinance 10 vessels and repay $58.3 million due under the
$34.0 million term loan facility and the $82.5 million term loan facilities with maturity in 2018 and prepay the full outstanding
amounts under our related party seller credit loans of $65.5 million. This facility bears interest of LIBOR plus a margin of
2.25%. Repayments are made on a quarterly basis from third quarter of 2018 onward. All tranches under the facility mature in
April 2025, with a balloon payment of in total $65.1 million. During 2020, $8.1 million (2019: $8.1 million) was repaid and
there was no available, undrawn amount.
$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.
In February 2019, we extended our $420 million term loan facility for 14 vessels by three years from June 2020 to June 2023 at
LIBOR plus a margin of 2.5% and upsized the facility to partially finance the installation of scrubbers on up to 11 vessels. Each
61
scrubber installation may be financed with up to $3 million in a separate tranche to be repaid over three years, commencing
January 1, 2020.
During 2020, $28.1 million (2019: $20.6 million) was repaid and we drew down $18 million related to our financing of six
scrubber installations (2019: $9 million for three installations). As of December 31, 2020, $310.0 million (2019: $320.2
million) was outstanding under this facility and there was no available, undrawn amount. The facility is secured by 14 (2019:
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.
In November 2020, we fully repaid the outstanding amounts under the $425.0 million credit facility and drew down on the new
$304.0 million term loan and revolving credit facility. In total, during 2020, $322.5 million (2019: $24.7 million) was repaid.
See Note 21 to the audited Consolidated Financial Statements included herein for additional details of loan facilities.
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, our loan agreements contain certain financial covenants, including the requirement to maintain a
certain level of free cash, positive working capital as defined in the loan agreements and a value adjusted equity covenant.
Under our debt facilities, the aggregate value of the collateral vessels shall not fall below 135% of the loan outstanding,
depending on the facility. We need to maintain free cash of the higher of $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 $59.8 million of cash and cash equivalents as at December 31,
2020 (December 31, 2019: $64.1 million) and in accordance with our updated accounting policy this is classified under cash
and cash equivalents. Please refer to "Note 2, Summary of Significant Accounting Policies" for description of changes made to
our accounting policy. 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, 2020, we were in compliance with all of the financial and other covenants contained in our loan
agreements.
Equity Issuances
In 2018, we issued 75,000 shares in relation to our 2016 Share Option Plan and received proceeds of $0.3 million.
In February 2021, we completed a Private Placement, which raised gross proceeds to the Company of NOK 2,873 million, or
approximately $338 million through the issuance of 54,207,547 new shares at a subscription price of NOK 53.00 per offer
share. Hemen subscribed for 27,103,773 new shares, equivalent to $169 million. Following issuance of the shares, the
Company will have 198,480,244 issued common shares each having a par value of $0.05.
See Note 25 to the audited Consolidated Financial Statements included herein for additional details of share issuances in
exchange for vessel acquisitions.
Subsequent and Other Events
62
In January 2021, we settled the exercise of 100,000 share options by distributing the same amount of treasury shares.
In January 2021, we entered into an agreement to sell the Golden Saguenay, a Panamax vessel, to an unrelated third party for
$8.4 million. The vessel is expected to be delivered to its new owners in the second quarter of 2021 and the total estimated net
cash flow from the transaction is expected to be approximately $2.9 million, after repayment of long-term debt relating to
Golden Saguenay. We expect to record a loss of approximately $4.2 million from the sale in the first quarter of 2021.
In, 2021, we repaid the outstanding balance of $50.0 million on the $50 million revolving credit facility under $304.0 loan
facility.
In February 2021, we entered into a Heads of Agreement to acquire 18 modern dry bulk vessels for a total consideration of
$752 million. The transaction will be partly financed by $338 million in equity capital. The vessels will be acquired from
affiliates of Hemen, our largest shareholder and a related party. Affiliates of Hemen also agree to provide a $414 million debt
facility, representing the balance of the purchase price, with an 18-month tenor. The loan will bear an interest rate of LIBOR
plus a margin of 2.35% and shall be repaid in accordance with a 17-year linear repayment profile. The loan facility is
contemplated to be refinanced on favorable terms in the international debt market after completion of the transaction.
Notwithstanding the foregoing, the closing of the acquisition is subject to customary conditions to closing and entry into final
binding loan agreements and other documentation, substantially in accordance with the terms contained in the Heads of
Agreement.
In March 2021, we settled the exercise of 70,000 share options by distributing the same amount of treasury shares.
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
We do not undertake any significant expenditure on research and development and have no significant interests in patents or
licenses.
D. TREND INFORMATION
Dry bulk market conditions were highly volatile in 2020, based on data reported from the Baltic Exchange, reflecting the impact
of the COVID-19 pandemic on global economic growth and trade. Freight rates declined sharply when the central government
of China imposed a lockdown in Wuhan and other cities in Hubei province in late January 2020 in response to the rapid spread
of COVID-19. Nearly overnight, the world’s second largest economy and a primary driver of dry bulk demand ground
dramatically decreased economic activity. As COVID-19 spread, local and national governments around the world began to
implement “shelter in place” restrictions towards the end of the first quarter of 2020, further impacting demand for most major
bulks as manufacturing activity slowed at an unprecedented pace. Additionally, commodity producers were caused to curtail
production due to the same restrictions as well as various supply chain delays. Freight rates remained subdued until the end of
June 2020, when they staged a remarkable recovery led be the reopening of the Chinese economy.
According to the Baltic Exchange, average earnings, on a TCE basis, for a Capesize vessel were $13,073 per day for 2020
compared with $18,025 per day for 2019. For a Panamax vessel, average earnings for 2020 were $9,923 per day compared with
$12,429 per day in 2019, and for a Supramax vessel average earnings were $8,189 per day in 2020 compared with $9,948 per
day in 2019. According to industry sources, global fleet utilization (calculated as total demand in tonne miles transported
divided by total available fleet capacity) was on average 83.7% in 2020, a decline from 85.3% in 2019 due to the contraction in
demand caused by the COVID-19 pandemic. Global fleet utilization in the first half of the 2020 was 80.8%, compared to 86.7%
in the second half of the year, highlighting the rapid recovery in dry bulk market conditions.
Global steel production declined slightly by 0.9% in 2020. Growth in Chinese steel production growth of 5.7% was offset by a
steep 8.2% decline in production from the rest of the world. Steel production in China, which declined sharply in January and
February of 2020 rebounding sharply, increasing in six consecutive months to reach record high levels in August of 2020. This
increase in steel production was driven by a resumption in industrial activity backed by unprecedented fiscal stimulus from the
Chinese government. As a result, China’s share of global steel production continued to increase, reaching a level equal to 6.5%
of total global production. In April of 2020, monthly steel production outside of China dropped to levels last seen in 2009,
before recovering to normalized levels as the year progressed.
Seaborne iron ore volumes were similarly impacted by the COVID-19 pandemic, declining significantly in the first half of the
year before recovering to record levels by the third quarter of 2020, driven by a sharp increase demand from China. Notably,
63
iron ore exports from Brazil to China reached record levels in the fourth quarter of 2020 and increased by 2.7% for the full year
compared to 2019. This was an important driver of the recovery in freight rates in the period. As iron ore is primarily
transported on Capesize vessels, the impact was material in this segment and similar to the impact of the rapid increase in
exports from Brazil at the start of the second half of 2019. Imports of Australian iron ore into China increased by 7.3% in 2020
compared to 2019.
Transported volumes of coal globally declined by 7.0% in 2020 compared with 2019. An annual increase of 5.7% to China was
not sufficient to offset significant declines in imports to other regions, most notably India and Europe, which saw imports
decline by 20.2% and 29.1%, respectively, in 2020 compared to 2019. Coking coal imports declined by 7.8% in 2020 compared
to the prior year, reflecting the sharp decrease in industrial activity caused by the COVID-19 pandemic. Thermal coal volumes
declined by 6.8% due to a combination of seasonal factors and logistical restrictions brought about by the pandemic. Chinese
electricity production increased by 4.0% in 2020 compared to 2019. Thermal energy has a strong and consistent position in the
Chinese electricity mix, and electricity from thermal coal power plants accounted for 71% of total Chinese electricity
production in 2020 compared to 72% in 2019.
Transportation of agribulks was resilient and seemingly unaffected by the COVID-19 pandemic. Total transported volumes of
agribulks grew by approximately 6.0% year-over-year in 2020. Volumes increased in each quarter of 2020 compared to the
same quarter in 2019, and transported volumes reached record levels in the second quarter of 2020 and again in the fourth
quarter of 2020. The increase was driven by record levels of U.S. soybean exports, which increased by 25.5% compared to
2019. Notably, the increase did not come at the expense of Brazilian exports, which grew by 4.0%.
According to industry sources, 15.4 million dwt in total was scrapped during 2020, which represents 1.8% of the fleet at the
start of the year and almost double the level of scrapping in 2019. Scrapping activity was elevated throughout the course of the
year, despite work interruptions at scrap yards caused by the COVID-19 pandemic that curtailed activity in the second quarter
of 2020 and despite the rapid rise in freight rates that occurred towards the end of the same quarter. Importantly, the emergence
of the COVID-19 pandemic was not the sole cause of elevated vessel scrapping as it coincided with the implementation of low
sulfur fuel regulations that reduce the economic viability of older, less fuel-efficient vessels. These new regulations also
contributed to an increase in scrapping in the fourth quarter of 2019 and will likely affect the willingness of owners of older and
more inefficient vessels to continue to operate their vessels should rates decline to unprofitable levels.
The global fleet of dry bulk vessels amounted to 879.0 million dwt at the end of 2020 compared with 845.4 million dwt at the
end of 2019. Total deliveries of newbuildings amounted to 48.8 million dwt in 2020, which is equivalent to 5.8% fleet growth
from the start of the year. As of the end of 2020, the total orderbook was approximately 5.9% of the capacity on the water.
Vessels scheduled for delivery in 2021 is estimated to be 4.2% of the sailing fleet. A portion of these vessels were expected to
be delivered in 2020, but had their deliveries delayed as shipyards and related supply chains suffered interruptions to normal
operations due to travel restrictions and other factors brought about by the COVID-19 pandemic. Fleet growth is expected to
decline significantly to 2.0% in 2022.
Asset prices for Capesize and Panamax vessels decreased in 2020 compared to 2019. According to Clarksons Research, values
for modern vessels decreased by between 5% and 6%, while prices for older, less fuel-efficient vessels declined more sharply.
Owners continue to place a premium on modern vessels due to the actual and the expected impact of the new sulfur limits on
fuel prices. The second-hand market was less active than the prior year due in part to logistical limitations on vessel inspections
caused by the COVID-19 pandemic. Newbuilding prices declined over the course of 2020 as shipyards lowered prices to
incentivize new ordering. Notably, newbuilding order decrease by 48.5% in 2020, reaching the lowest level of new ordering
since 2016 and marking the third consecutive year of declining newbuilding ordering.
E. OFF-BALANCE SHEET ARRANGEMENTS
We are not subject to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material
effect on our financial condition.
F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
At December 31, 2020, we had the following contractual obligations:
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Payment due by period
Less than
More than
(in thousands of $)
Total
one year
1-3 years
3-5 years
5 years
Floating rate debt
Operating lease obligations 1
Finance lease obligations 2
Ballast water treatment system commitments 3
Interest on floating rate debt 4
Interest on operating lease obligations1
Interest on finance lease obligations2
Total contractual cash obligations
1,054,024
42,037
151,206
557
85,552
5,879
35,237
87,831
16,783
23,475
557
25,751
1,927
8,764
396,778
569,415
13,065
40,142
—
42,203
2,010
13,403
5,224
38,430
—
17,598
1,243
8,674
1,374,492
165,088
507,601
640,584
—
6,965
49,159
—
—
699
4,396
61,219
1. As of December 31, 2020, we had four vessels under operating leases, one of which was with SFL and three with
unrelated third parties. The operating lease obligation for the SFL vessels excludes the purchase option exercisable at
the end of the ten-year minimum term to buy back the vessel together with the seven finance leased vessels en-bloc for
an aggregate $112.0 million and excludes the additional three years of hire that are at SFL's option. It is also net of the
$7,000 per day that SFL pays to us for operating costs. The table above does not reflect the contingent profit sharing
arrangement with SFL. See also Notes 11 and 27 to our audited Consolidated Financial Statements included herein.
2. As of December 31, 2020, we held seven vessels under finance leases from SFL which were modified in December
2019. As a result of the modification, these leases were re-classifed from operating leases to finance leases. The
finance lease obligation for the SFL vessels excludes the purchase option exercisable at the end of the ten-year
minimum term to buy back the vessels together with the one operating leased vessel en-bloc for an aggregate $112.0
million and excludes the additional three years of hire that are at SFL's option. It is also net of the $7,000 per day that
SFL pays to us for operating costs. The table above does not reflect the contingent profit sharing arrangement with
SFL. See also Notes 10 and 27 to our audited Consolidated Financial Statements included herein.
3. As of December 31, 2020, we had firm commitments to install ballast water treatment systems with an estimated
financial commitment, excluding installation costs, of $0.3 million and €0.2 million.
4.
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, 2020.
G. SAFE HARBOR
Forward-looking information discussed in this Item 5 includes assumptions, expectations, projections, intentions and beliefs
about future events. These statements are intended as "forward-looking statements." We caution that assumptions, expectations,
projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be
material. Please see "Cautionary Statement Regarding Forward-Looking Statements" in this report.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
Set forth below are the names and positions of our directors and executive officers.
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Name
Ola Lorentzon
John Fredriksen
Tor Svelland
Bjørn Tore Larsen
James O'Shaughnessy
Ulrik Uhrenfeldt Andersen
Peder Simonsen
Lars-Christian Svensen
Age
71
Position
Director, Chairman
76
53
53
57
42
46
35
Director
Director
Director
Director and Audit Committee Chairman
Chief Executive Officer of Golden Ocean Management AS
Chief Financial Officer of Golden Ocean Management AS
Chief Commercial Officer of Golden Ocean Management AS
Certain biographical information about each of our directors and executive officers is set forth below.
Ola Lorentzon is currently Chairman of the Board and has served as a director on the Board since September 18, 1996,
Chairman since May 26, 2000 and Chief Executive Officer from May 2010 to March 2015. He is also a director of Frontline
Ltd, Flex LNG Ltd and Erik Thun AB. Mr. Lorentzon was the Managing Director of Frontline Management AS, a subsidiary of
Frontline, from April 2000 until September 2003.
John Fredriksen was a director of the Former Golden Ocean and was appointed a director on the Board following the
completion of the Merger. Mr. Fredriksen is the Chairman, President and a director of Frontline. Mr. Fredriksen has established
trusts for the benefit of his immediate family that indirectly control Hemen.
Tor Svelland was appointed a director of the Board in August 2020. Tor Svelland is the Founder and CEO of Svelland Capital.
Mr. Svelland has 30 years’ experience trading commodities, equities and freight derivatives. Prior Svelland Capital, Mr.
Svelland was the Desk Manager of the dry cargo freight desk, at Trafigura in Geneva, where he was responsible for all physical
commodity, commodity derivative and commodity/freight-related-equity trading. 2010 to 2014, Mr. Svelland was the Executive
Director of the Oil Desk at Goldman Sachs in London, trading oil and was responsible for the global freight book. Between
2005 and 2010, Tor was Head of Commodities and Head of Freight Derivatives at Carnegie and Pareto in Oslo. From 1989 to
2005, Mr. Svelland held various positions within commodity and freight markets across shipping merchants, brokers and
charterers, in Athens and Oslo.
Bjørn Tore Larsen was appointed a director of the Board in March 2021. Mr. Larsen is currently the Chairman of the OSM
Maritime Group, a world-leading ship management company which he founded in 1989. Mr. Larsen is also the Chairman of
ADS Maritime Holdings Plc a shipping investment company established in 2018 and listed on the Euronext Growth Oslo Stock
Exchange. Mr. Larsen also chairs OSM Aviation, a service provider to the airline industry launched in 2013.
James O'Shaughnessy was appointed a director of the Board on September 21, 2018. Mr. O’Shaughnessy served as Executive
Vice President, Chief Accounting Officer and Corporate Controller of Axis Capital Holdings Limited since March, 2012. Prior
to that Mr. O’Shaughnessy has amongst other served as Chief Financial Officer of Flagstone Reinsurance Holdings and as
Chief Accounting Officer and Senior Vice President of Scottish Re Group Ltd., and Chief Financial Officer of XL Re Ltd. at
XL Group plc. Mr. O’Shaughnessy received a Bachelor of Commerce degree from University College, Cork, Ireland in 1985
and is both a Fellow of the Institute of Chartered Accountants of Ireland and an Associate Member of the Chartered Insurance
Institute of the UK.Mr. O'Shaughnessy earned a Master's Degree in Accounting from University College Dublin. Mr.
O’Shaughnessy is an Irish, British and Bermudan citizen, residing in Bermuda.
Ulrik Uhrenfeldt Andersen has served as Chief Executive Officer of Golden Ocean Management since April 2020. Prior to
joining Golden Ocean, Mr. Andersen held various position in the shipping industry of which the most recent include CEO of
Avance Gas, Head of Shipping in Petredec and Managing Director for Neu Gas Shipping. He holds an M. Sc. from Copenhagen
Business School and a B. Sc. in Shipping form the Institute of Chartered Shipbrokers.
Peder Simonsen has served as Chief Financial Officer of Golden Ocean Management AS since September 2020.
Peder Simonsen was, prior to joining Golden Ocean, the Chief Financial Officer and Interim Chief Executive Officer of Avance
Gas AS. Before that he was First Vice President at Nordea Bank Norge ASA, where we worked with numerous large shipping
and offshore companies. Mr Simonsen holds a B.A. (Hons) in Business Administration from the University of Stirling and a
Master of Business degree (Norwegian: Siviløkonom).
Lars-Christian Svensen has served as Chief Commercial Officer of Golden Ocean Management AS since December 2020.
Prior to joining Golden Ocean, Mr Svensen held various roles within Western Bulk including the Senior Vice President role in
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Norway and President for the company’s USA trading activities in Seattle. Prior to that he was working for Petredec as a
downstream analyst and Cmarine shipbrokers as a tanker broker in Singapore. He holds a shipping degree from Merkantilt
Institutt of Norway.
B. COMPENSATION
During the year ended December 31, 2020, we paid aggregate cash compensation of approximately $2.1 million and an
aggregate amount of approximately $52 thousand for pension and retirement benefits to our directors and executive officers. In
addition, we recognized stock compensation expense of approximately $0.3 million in respect to options granted to our
executive officers throughout 2020. Current average exercise price is $5.48 per option at the date of this annual report.
See Note 26 to our audited Consolidated Financial Statements included herein for information pertaining to the 2016 Share
Option Plan (the "2016 Plan"), which permits share options to be granted to directors, officers and employees of the Company
and its subsidiaries.
C. BOARD PRACTICES
In accordance with our Amended and Restated Bye-laws, the number of directors shall be such number not less than two as our
shareholders by Ordinary Resolution may from time to time determine. We currently have five directors.
As provided in the Amended and Restated Bye-Laws, each director shall hold office until the next Annual General Meeting
following his or her election or until his or her successor is elected. Our officers are elected by the Board and shall hold office
for such period and on such terms as the Board may determine.
We have established an audit committee comprising of Mr. O'Shaughnessy. The audit committee is responsible for assisting the
Board with its oversight responsibilities regarding the integrity of our financial statements, our compliance with legal and
regulatory requirements, our independent registered public accounting firm's qualifications and independence, and the
performance of our internal audit functions. Mr. O'Shaughnessy is the Audit Committee Financial Expert.
There are no service contracts between us and any of our directors providing for benefits upon termination of their employment.
Board practices and exemptions from the NASDAQ corporate governance rules
As a foreign private issuer, we are exempt from certain requirements of the NASDAQ that are applicable to U.S. domestic
companies because we follow our home country (Bermuda) practice, which is permitted under the NASDAQ corporate
governance rules. For a listing and further discussion of how our corporate governance practices differ from those required of
U.S. companies listed on the NASDAQ, please see "Item 16G. Corporate Governance" of this annual report.
D. EMPLOYEES
As of December 31, 2020, we employed 38 people in our offices in Oslo and Singapore. We contract with independent ship
managers to technically manage and operate our vessels.
E. SHARE OWNERSHIP
As of March 18, 2021, the beneficial interests of our Directors and officers in our common shares were as follows:
Director or Officer
Ola Lorentzon
John Fredriksen (2)
Tor Svelland
Bjørn Tore Larsen
James O'Shaughnessy
Ulrik Uhrenfeldt Andersen
Peder Simonsen
Lars-Christian Svensen
Common Shares of $0.05
each
16,877
Percentage of Common
Shares Outstanding
(1)
—
—
—
—
—
500
—
—
—
—
—
—
(1)
—
67
1. Less than 1%.
2. Hemen may be deemed to beneficially own 78,825,782 of our common shares. In addition, Hemen holds TRS
agreements with underlying exposure to 4,905,000 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.
Share Option Scheme
2016 Share Option Plan
Details of options to acquire our common shares by our directors and officers under the 2016 Plan as of March 18, 2021, were
as follows:
Director or Officer
Ulrik Uhrenfeldt Andersen
Peder Simonsen
Lars-Christian Svensen
Number of outstanding options
Total
550,000
275,000
275,000
Vested
—
—
—
Exercise price
$5.24
$5.65
$5.79
Expiration Date
April 2025
September 2025
November 2025
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
The following table presents certain information as of March 18, 2021 regarding the ownership of our common shares with
respect to each shareholder whom we know to beneficially own more than 5% of our outstanding common shares.
Owner
Hemen Holding Limited (1,2)
Number of shares owned
78,825,782
Percentage owned
39.9 %
(1) Hemen may be deemed to beneficially own 1,270,657 of our common shares beneficially owned by Frontline. The Frontline
shares are included in the 78,825,782 shares that Hemen may be deemed to beneficially own. In addition, Hemen holds TRS
agreements with underlying exposure to 4,905,000 of our common shares. 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 shares of
common stock. Mr. Fredriksen has no pecuniary interest in the shares held by Hemen.
(2) Percentage amount based on 197,705,244 which is 198,480,244 issued common shares, adjusted for 775,000 treasury shares
as of March 18, 2021.
Our major shareholders have the same voting rights as our other shareholders. No corporation or foreign government owns
more than 50% of our outstanding common shares. We are not aware of any arrangements, the operation of which may at a
subsequent date result in a change in control of the Company.
B. RELATED PARTY TRANSACTIONS
See Note 27 to our audited Consolidated Financial Statements included herein.
C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
See Item 18.
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Legal Proceedings
We are a party, as plaintiff or defendant, to several lawsuits in various jurisdictions for demurrage, damages, off-hire and other
claims and commercial disputes arising from the operation of our vessels, in the ordinary course of business or in connection
with our acquisition activities. We believe that the resolution of such claims will not have a material adverse effect on our
operations or financial condition.
To the best of our knowledge, there are no other 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.
Dividend Distribution Policy
The amount and timing of any dividend distributions in the future will depend, among other things, on our compliance with
covenants in our credit facilities, earnings, financial condition, cash position, Bermuda law affecting the dividend distributions,
restrictions in our financing agreements and other factors. In addition, the declaration and payment of dividend distributions is
subject at all times to the discretion of our Board.
B. SIGNIFICANT CHANGES
None.
ITEM 9. THE OFFER AND LISTING
As at the date of this Annual Report, the Company had 197,705,244 common shares outstanding, which includes an adjustment
of 775,000 treasury shares. Our common shares have been quoted on the NASDAQ, since our initial public offering in February
1997 and traded under the ticker symbol "VLCCF". Following the completion of the Merger with the former Golden Ocean on
March 31, 2015, our common shares began trading under the new ticker symbol "GOGL" on NASDAQ since April 1, 2015.
In April 2015, we obtained a secondary listing on the OSE. Trading in our common shares on the OSE commenced on April 1,
2015.
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not applicable.
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
Our Amended and Restated Bye-Laws were adopted at the Special General Meeting held on March 26, 2015.
To see the full text of our Memorandum of Association and Amended and Restated Bye-Laws, please see Exhibits 1.1 and 1.4
attached to our Annual Report on Form 20-F for the year ended December 31, 2014 filed with the Commission on April 29,
2015, and is hereby incorporated by reference into this Annual Report.
Purpose
The purposes and powers of the Company are set forth in Items 6 and 7(a) through (h) of our amended Memorandum of
Association and by reference to the Second Schedule of the Companies Act. These purposes include exploring, drilling,
moving, transporting and refining petroleum and hydro-carbon products, including oil and oil products; acquiring, owning,
chartering, selling, managing and operating ships and aircraft; the entering into of any guarantee, contract, indemnity or
suretyship to assure, support, secure, with or without the consideration or benefit, the performance of any obligations of any
person or persons; and the borrowing and raising of money in any currency or currencies to secure or discharge any debt or
obligation in any manner.
There are no limitations on the right of non-Bermudians or non-residents of Bermuda to hold or vote our common shares.
69
Voting Rights
The holders of our common shares will be entitled to one vote per share on each matter requiring the approval of the holders of
the common shares. At any annual or special general meeting of shareholders where there is a quorum, a simple majority vote
will generally decide any matter, unless a different vote is required by express provision of the Amended and Restated Bye-
Laws or Bermuda law.
The Companies Act and our Amended and Restated Bye-Laws do not confer any conversion or sinking fund rights attached to
our common shares.
Preemptive Rights
Bermuda law does not provide a shareholder with a preemptive right to subscribe for additional issues of a company’s shares
unless, and to the extent that, the right is expressly granted to the shareholder under the bye-laws of a company or under any
contract between the shareholder and the company.
Holders of our common shares do not have any preemptive rights pursuant to the Amended and Restated Bye-Laws.
Repurchase of Shares
Subject to the Companies Act, the Memorandum of Association and the Amended and Restated Bye-Laws, our Board may
from time to time repurchase any common shares for cancellation or to be held as treasury shares.
Holders of our common shares, however, do not have any right to require the Company to purchase their shares pursuant to the
Amended and Restated Bye-Laws.
Redemption of Preference Shares
The Company may with the approval of the shareholders issue preference shares which are redeemable at the option of the
Company or the holder, subject to the Companies Act, the Memorandum of Association and the Amended and Restated Bye-
Laws.
Call on Shares
Pursuant to the Amended and Restated Bye-Laws, the Board may from time to time make calls upon our shareholders in respect
of any moneys unpaid on their shares.
Reduction of Share Capital
Subject to the Companies Act, the Memorandum of Association and the Amended and Restated Bye-Laws, the shareholders
may by resolution authorize the reduction of the Company’s issued share capital or any capital redemption reserve fund or any
share premium account in any manner.
Dividend and Other Distributions
Under the Companies Act, a company may, subject to its bye-laws and by resolution of the directors, declare and pay a
dividend, or make a distribution out of contributed surplus, provided there are reasonable grounds for believing that after any
such payment (a) the company will be solvent and (b) the realizable value of its assets will be greater than its liabilities.
The Amended and Restated Bye-Laws provide that the Board from time to time may declare cash dividends or distributions out
of contributed surplus to be paid to the shareholders according to their rights and interests including such interim dividends as
appear to be justified by the position of the Company.
Board of Directors
The Amended and Restated Bye-Laws provide that the Board shall consist of not less than two members and shall at all times
comprise a majority of directors who are not residents in the United Kingdom. Our shareholders may change the number of
directors by the vote of shareholders representing a simple majority of the total number of votes which may be cast at any
annual or special general meeting, or by written resolution. Each director is elected at an annual general meeting of shareholders
70
for a term commencing upon election and each director shall serve until re-elected or their successors are appointed on the date
of the next scheduled annual general meeting of shareholders. The Amended and Restated Bye-Laws do not permit cumulative
voting for directors.
Subject to the Companies Act, the Amended and Restated Bye-Laws permit our directors to engage in any transaction or
arrangement with us or in which we may otherwise be interested. Additionally, as long as our director declares the nature of his
or her interest at the first opportunity at a meeting of the Board, he or she shall not by reason of his office be accountable to us
for any benefit which he or she derives from any transaction to which the Amended and Restated Bye-Laws permit him or her
to be interested.
Our directors are not required to retire because of their age and are not required to be holders of our common shares.
Removal of Directors and Vacancies on the Board
Under the Companies Act, any director may be removed, with or without cause, by a vote of the majority of shareholders if the
bye-laws so provide. A company may remove a director by specifically convening a special general meeting of the
shareholders. The notice of any such special general meeting must be served on the director concerned no less than fourteen
(14) days before the special general meeting. The affected director is entitled to be heard at that special general meeting.
The Amended and Restated Bye-Laws provide that directors may be removed, with or without cause, by a vote of the
shareholders representing a majority of the votes present and entitled to vote at a special general meeting called for that
purpose. The notice of any such special general meeting must be served on the director concerned no less than 14 days before
the special general meeting and he or she shall be entitled to be heard at that special general meeting.
Any director vacancy created by the removal of a director from our Board at a special general meeting may be filled by the
election of another director in his place by a majority vote of the shareholders entitled to vote at the special general meeting
called for the purpose of removal of that director, or in the absence of such election, by the Board. The Board may fill casual
vacancies so long as quorum of directors remains in office. Each director elected to the Board to fill a vacancy shall serve until
the next annual general meeting of shareholders and until a successor is duly elected and qualified or until such director’s
resignation or removal.
Quorum and Action by the Board of Directors
The Amended and Restated Bye-Laws provide that at any meeting of the Board (which must be held outside of the United
Kingdom or Norway), the presence of the majority of the Board, unless otherwise fixed, constitutes a quorum for the
transaction of business and that when a quorum is present, the acts of a majority of the directors present at any meeting shall be
the acts of the Board, except as may be otherwise specified by Bermuda law or the Amended and Restated Bye-Laws. A
quorum shall not be present unless a majority of directors present are neither resident in Norway nor physically located or
resident in the United Kingdom.
A resolution in writing signed by all directors for the time being entitled to receive notice of a meeting of the Board shall be as
valid and effectual as a resolution passed at a meeting of the Board.
A meeting of the Board or committee appointed by the Board shall be deemed to take place at the place where the largest group
of participating directors or committee members has assembled or, if no such group exists, at the place where the chairman of
the meeting participates. In no event shall the place where the largest group of participating directors or committee members
has assembled or, if no such group exists, the place where the chairman of the meeting participates, be located in the United
Kingdom. The Board or relevant committee shall use its best endeavors to ensure that any such meeting is not deemed to have
been held in Norway, and the fact that one or more directors may be present at such teleconference by virtue of his being
physically in Norway shall not deem such meeting to have taken place in Norway.
Duties of Directors and Officers; Limitation of Liability
Under Bermuda law, directors and officers shall discharge their duties in good faith and with that degree of diligence, care and
skill which reasonably prudent people would exercise under similar circumstances in like positions. In discharging their duties,
directors and officers may rely upon financial statements of the company represented to them to be correct by the president or
the officer having charge of its books or accounts or by independent accountants.
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The Companies Act provides that a company’s bye-laws may include a provision for the elimination or limitation of liability of
a director to the company or its shareholders for any loss arising or liability attaching to him by virtue of any rule of law in
respect to any negligence, default, breach of any duty or breach of trust of which the director may be guilty of; provided that
such provision shall not eliminate or limit the liability of a director for any fraud or dishonesty he may be guilty of.
The Amended and Restated Bye-Laws limit the liability of our directors and officers to the fullest extent permitted by the
Companies Act.
Director Indemnification
Bermuda law permits the bye-laws of a Bermuda company to contain a provision indemnifying the company’s directors and
officers for any loss arising or liability attaching to him or her by virtue of any rule of law in respect of any negligence, default,
breach of duty or breach of trust of which the officer or person may be guilty, save with respect to fraud or dishonesty.
Bermuda law also grants companies the power generally to indemnify directors and officers of a company, except in instances
of fraud and dishonesty, if any such person was or is a party or threatened to be made a party to a threatened, pending or
completed action, suit or proceeding by reason of the fact that he or she is or was a director and officer of such company or was
serving in a similar capacity for another entity at such company’s request.
The Amended and Restated Bye-Laws provide that each director, alternate director, officer, person or member of a board
committee, if any, resident representative, and his or her heirs, executors or administrators, collectively, Indemnitees, will be
indemnified and held harmless out of our assets to the fullest extent permitted by Bermuda law against all liabilities, loss,
damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or
regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him or her as such
director, alternate director, officer, person or committee member or resident representative. The restrictions on liability,
indemnities and waivers provided for in the Amended and Restated Bye-Laws do not extend to any matter that would render the
same void under the Companies Act. In addition, each Indemnitee shall be indemnified out of our assets against all liabilities
incurred in defending any proceedings, whether civil or criminal, in which judgment is given in such Indemnitee’s favor, or in
which he or she is acquitted.
Under the Amended and Restated Bye-Laws, shareholders have further agreed to waive any claim or right of action they may
have at any time against any Indemnitee on account of any action taken by such Indemnitee or the failure of such Indemnitee to
take any action in the performance of his or her duties with or for the Company with the exception of any claims or rights of
action arising out of fraud or dishonesty
Shareholder Meetings
Under the Companies Act, an annual general meeting of the shareholders shall be held for the election of directors on any date
or time as designated by or in the manner provided for in the bye-laws and held at such place within or outside Bermuda as may
be designated in the bye-laws. Any other proper business may be transacted at the annual general meeting.
Under the Companies Act, any meeting that is not the annual general meeting is called a special general meeting, and may be
called by the Board or by such persons as authorized by the company’s memorandum of association or bye-laws. Under the
Companies Act, holders of one-tenth of a company’s issued common shares may also call special general meetings. At such
special general meeting, only business that is related to the purpose set forth in the required notice may be transacted.
Additionally, under Bermuda law, a company may, by resolution at a special general meeting, elect to dispense with the holding
of an annual general meeting for (a) the year in which it is made and any subsequent year or years; (b) for a specified number of
years; or (c) indefinitely.
Under the Companies Act, notice of any general meeting must be given not less than five (5) days before the meeting and shall
state the place, date and hour of the meeting and, in the case of a special general meeting, shall also state the purpose of such
meeting and the that it is being called at the direction of whoever is calling the meeting. Under Bermuda law, accidental failure
to give notice will not invalidate proceedings at a general meeting.
Annual General Meetings. The Amended and Restated Bye-Laws provide that the Board may fix the date, time and place of the
annual general meeting within or without Bermuda (but never in the United Kingdom or Norway) for the election of directors
and to transact any other business properly brought before the meeting.
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Special General Meetings. The Amended and Restated Bye-Laws provide that special general meetings may be called by the
Board and when required by the Companies Act (i.e. by holders of one-tenth of a company’s issued common shares through a
written request to the Board).
Notice Requirements. The Amended and Restated Bye-Laws provide that we must give not less than five (5) days' notice before
any annual or special general meeting.
Quorum of Shareholders
Under the Companies Act, where the bye-laws so provide, a general meeting of the shareholders of a company may be held
with only one individual present if the requirement for a quorum is satisfied and, where a company has only one shareholder or
only one holder of any class of shares, the shareholder present in person or by proxy constitutes a general meeting.
Under the Amended and Restated Bye-Laws, quorum at annual or special general meetings shall be constituted by 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.
Shareholder Action without a Meeting
Under the Companies Act, unless the company’s bye-laws provide otherwise, any action required to or that may be taken at an
annual or general meeting can be taken without a meeting if a written consent to such action is signed by the necessary majority
of the shareholders entitled to vote with respect thereto.
The Amended and Restated Bye-Laws provide that, except in the case of the removal of auditors and directors, anything which
may be done by resolution may, without an annual or special general meeting be done by resolution in writing, signed by a
simple majority of all the shareholders or their proxies (or such greater majority required by the Companies Act).
Shareholder’s Rights to Examine Books and Records
Under the Companies Act, any shareholder, during the usual hours of business, may inspect, for a purpose reasonably related to
his or her interest as a shareholder, and make copies of extracts from the share register, and minutes of all general meetings.
Amendments to Memorandum of Association
Under Bermuda law, a company may, by resolution passed at an annual or special general meeting of shareholders, alter the
provisions of the memorandum of association. An application for alteration can only be made by (i) holders of not less in the
aggregate than 20% in par value of a company’s issued share capital, (ii) by holders of not less in the aggregate that 20% of the
company’s debentures entitled to object to alterations to the memorandum, or (iii) in the case a company that is limited by
guarantee, by not less than 20% of the shareholders.
Variation in Shareholder Rights
Under Bermuda law, if at any time a company has more than one class of shares, the rights attaching to any class, unless
otherwise provided for by the terms of issue of the relevant class, the rights attached to any class of share may be varied with
(i) the consent in writing of the holders of 75% in nominal value of the issued shares of that class, or (ii) the sanction of a
resolution passed at a separate general meeting of holders of the shares of the class at which a quorum consisting of at least two
persons holding or representing of one-third of the issued shares of the relevant class is present.
The Amended and Restated Bye-Laws may be amended from time to time in the manner provided for in the Companies Act.
Vote on Amalgamations, Mergers, Consolidations and Sales of Assets
Under the Companies Act, any plan of merger or amalgamation must be authorized by the resolution of a company’s
shareholders and must be approved by a majority vote of three-fourths of those shareholders voting at such special general
meeting. Also, it is required that a quorum of two or more persons holding or representing more than one-third (1/3) of the
issued and outstanding common shares of the company on the Record Date are in attendance in person or by proxy at such
special general meeting.
There are no provisions in our Amended and Restated Bye-Laws addressing such matters.
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Appraisal and Dissenters Rights
Under Bermuda law, in the event of an amalgamation or a merger of a Bermuda company with another company or corporation,
a shareholder of the Bermuda company who did not vote in favor of the amalgamation or merger and is not satisfied that fair
value has been offered for such shareholder’s shares may, within one month of notice of the special general meeting, apply to
the Supreme Court of Bermuda to appraise the fair value of those shares.
Derivative Actions
Class actions and derivative actions are generally not available to shareholders under Bermuda law. Bermuda courts, however,
would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to
the company where the act complained of is alleged to be beyond the corporate power of the company, or illegal, or would
result in the violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by
a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act
requires the approval of a greater percentage of the company’s shareholders than that which actually approved it. However,
generally a derivative action will not be permitted where there is an alternative action available that would provide an adequate
remedy. Any property or damages recovered by derivative action go to the company, not to the plaintiff shareholders. When the
affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the
shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit,
including an order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any
shareholders by other shareholders or by the company or that the company be wound up.
A statutory right of action is conferred on subscribers to shares of a Bermuda company against persons (including directors and
officers) responsible for the issue of a prospectus in respect of damage suffered by reason of an untrue statement contained in
the prospectus, but this confers no right of action against the Bermuda company itself. In addition, subject to any limitations
that may be contained in the company’s bye-laws, a shareholder may bring a derivative action on behalf of the company to
enforce a right of the company (as opposed to a right of its shareholders) against its officers (including directors) for breach of
their statutory and fiduciary duty to act honestly and in good faith with a view to the best interests of the company.
The Amended and Restated Bye-Laws contain provisions whereby each shareholder (i) agrees that the liability of our officers
shall be limited, (ii) agrees to waive any claim or right of action such shareholder might have, whether individually or in the
right of the Company, against any director, alternate director, officer, person or member of a committee, resident representative
or any of their respective heirs, executors or administrators for any action taken by any such person, or the failure of any such
person to take any action, in the performance of his or her duties, or supposed duties, to the Company or otherwise, and
(iii) agrees to allow us to indemnify and hold harmless our officers and directors in respect of any liability attaching to such
officer and director incurred by him or her as an officer or director of the Company. The restrictions on liability, indemnity and
waiver do not extend to any liability of an officer or director for fraud or dishonesty.
Liquidation
Under Bermuda Law, in the event of our liquidation, dissolution or winding up, the holders of common shares are entitled to
share in our assets, if any, remaining after the payment of all of our debts and liabilities, subject to any liquidation preference on
any outstanding preference shares.
C. MATERIAL CONTRACTS
Attached as exhibits to this Annual Report are the contracts we consider to be both material and not in the ordinary course of
business. Descriptions of these contracts are included within “Item 5. Operating and Financial Review and Prospects - B.
Liquidity and Capital Resources - Subsequent and Other Events” and “Item 5. Operating and Financial Review and Prospects -
B. Liquidity and Capital Resources - Equity Issuances.” Other than these contracts, we have no material contracts other than
those entered in the ordinary course of business.
D. EXCHANGE CONTROLS
The Bermuda Monetary Authority (the "BMA"), must give permission for all issuances and transfers of securities of a Bermuda
exempted company like ours, unless the proposed transaction is exempted by the BMA's written general permissions. We have
received general permission from the BMA to issue any unissued common shares and for the free transferability of our common
shares as long as our common shares are listed on an "appointed stock exchange". Our common shares are listed on the
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NASDAQ, which is an "appointed stock exchange". Our common shares may therefore be freely transferred among persons
who are residents and non-residents of Bermuda.
Although we are incorporated in Bermuda, we are classified as a non-resident of Bermuda for exchange control purposes by the
BMA. Other than transferring Bermuda Dollars out of Bermuda, there are no restrictions on our ability to transfer funds into
and out of Bermuda or to pay dividends to U.S. residents who are holders of common shares or other non-residents of Bermuda
who are holders of our common shares in currency other than Bermuda Dollars.
In accordance with Bermuda law, share certificates may be issued only in the names of corporations, individuals or legal
persons. In the case of an applicant acting in a special capacity (for example, as an executor or trustee), certificates may, at the
request of the applicant, record the capacity in which the applicant is acting. Notwithstanding the recording of any such special
capacity, we are not bound to investigate or incur any responsibility in respect of the proper administration of any such estate or
trust.
We will take no notice of any trust applicable to any of our shares or other securities whether or not we had notice of such trust.
As an "exempted company", we are exempt from Bermuda laws which restrict the percentage of share capital that may be held
by non-Bermudians, but as an exempted company, we may not participate in certain business transactions including: (i) the
acquisition or holding of land in Bermuda (except that required for its business and held by way of lease or tenancy for terms of
not more than 21 years) without the express authorization of the Bermuda legislature; (ii) the taking of mortgages on land in
Bermuda to secure an amount in excess of $50,000 without the consent of the Minister of Finance of Bermuda; (iii) the
acquisition of any bonds or debentures secured on any land in Bermuda except bonds or debentures issued by the Government
of Bermuda or by a public authority in Bermuda; or (iv) the carrying on of business of any kind in Bermuda, except in so far as
may be necessary for the carrying on of its business outside Bermuda or under a license granted by the Minister of Finance of
Bermuda.
The Bermuda government actively encourages foreign investment in "exempted" entities like us that are based in Bermuda but
do not operate in competition with local business. In addition to having no restrictions on the degree of foreign ownership, we
are subject neither to taxes on our income or dividends nor to any exchange controls in Bermuda. In addition, there is no capital
gains tax in Bermuda, and profits can be accumulated by us, as required, without limitation. There is no income tax treaty
between the United States and Bermuda pertaining to the taxation of income other than applicable to insurance enterprises.
E. TAXATION
The following discussion summarizes the material United States federal income tax, Bermuda tax and Liberian tax
consequences to United States Holders, as defined below, of the purchase, ownership and disposition of common shares. This
summary does not purport to deal with all aspects of United States federal income taxation and Bermuda taxation that may be
relevant to an investor's decision to purchase our common shares, nor any tax consequences arising under the laws of any state,
locality or other foreign jurisdiction.
United States Federal Income Tax Considerations
The following are the material United States federal income tax consequences to us of our activities and to United States
Holders of our common shares. The following discussion of United States federal income tax matters is based on the Code,
judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the U.S. Department of the
Treasury, all of which are subject to change, possibly with retroactive effect. Except as otherwise noted, this discussion is based
on the assumption that we will not maintain an office or other fixed place of business within the United States.
Taxation of Our Shipping Income: In General
We anticipate that we will derive substantially all of our gross income from the use and operation of vessels in international
commerce and that this income will principally consist of freights from the transportation of cargoes, charter hire from time or
voyage charters and the performance of services directly related thereto, which is referred to herein as "shipping income".
Shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United
States will be considered to be 50% derived from sources within the United States. Shipping income attributable to
transportation that both begins and ends in the United States will be considered to be 100% derived from sources within the
United States. We are not permitted by law to engage in transportation that gives rise to 100% United States source income.
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Shipping income attributable to transportation exclusively between non-United States ports will be considered to be 100%
derived from sources outside the United States. Shipping income derived from sources outside the United States will not be
subject to United States federal income tax.
Based upon our current and anticipated shipping operations, our vessels will operate in various parts of the world, including to
or from United States ports. Unless exempt from United States federal income taxation under Section 883 of the Code ("Section
883"), we will be subject to United States federal income taxation, in the manner discussed below, to the extent our shipping
income is considered derived from sources within the United States.
Application of Section 883
Under the relevant provisions of Section 883, we will be exempt from United States federal income taxation on its United
States source shipping income if:
•.
•.
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
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, 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.
•
The United States Treasury Department has recognized Bermuda, our country of incorporation, as a qualified foreign country.
In addition, the United States Treasury Department has recognized each of Liberia, the Marshall Islands, Hong Kong and
Panama, the countries of incorporation of our vessel-owning subsidiaries, as a qualified foreign country. Accordingly, we and
our vessel owning subsidiaries satisfy the country of organization requirement.
Therefore, our eligibility for exemption under Section 883 is wholly dependent upon being able to satisfy one of the stock
ownership requirements.
For our 2020 taxable year, we believe that we satisfied the Publicly-Traded Test since our common shares were "primarily and
regularly" traded on the NASDAQ, which is an “established securities market” in the United States within the meaning of the
Treasury Regulation under Section 883 of the Code, and intends to take this position on its 2020 United States income tax
returns. However, we can provide no assurance that we will continue to be able to satisfy these requirements for any future
taxable years.
Under the Treasury Regulations, stock of a corporation will be considered to be "primarily traded" on an established securities
market in a country (such as NASDAQ) if the number of shares of such class of stock that are traded during any taxable year on
all established securities markets in that country exceeds the number of shares of such class that are traded during that taxable
year on established securities markets in any other single country. Currently, our common shares are primarily traded on the
NASDAQ Global Select Market for purposes of the “primarily traded” test.
Under the Treasury Regulations, stock of a corporation will be considered to be “regularly traded” on an established securities
market if one or more classes of stock of the corporation representing more than 50% of the total combined voting power of all
classes of stock entitled to vote and of the total value of the stock of the corporation are listed on such market during the taxable
year. Since our common shares, which constitute more than 50% of the total combined voting power and total value of our
stock, are listed on the NASDAQ, we will satisfy the listing requirement.
It is further required that, with respect to each class of stock relied upon to meet the listing threshold, (i) such class of stock is
traded on the market, other than in de minimis quantities, on at least 60 days during the taxable year or 1/6 of the days in a short
taxable year; and (ii) the aggregate number of shares of such class of stock traded on such market is at least 10% of the average
number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable
year. We believe we will satisfy the foregoing trading frequency and trading volume tests. Even if this were not the case, the
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Treasury Regulations provide that the foregoing trading frequency and trading volume tests will be deemed satisfied if, as we
expect to be the case with our common shares, such class of stock is traded on an established securities market in the United
States, such as the NASDAQ, and such stock is regularly quoted by dealers making a market in such stock.
Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that a class of our stock will not be
considered to be “regularly traded” on an established securities market for any taxable year in which 50% or more of the vote
and value of the outstanding shares of such class of stock are owned, actually or constructively, under specified stock
attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the vote and value
of the outstanding shares of such class of stock, which we refer to as the 5 Percent Override Rule.
For purposes of determining the persons that own 5% or more of our common shares (“5% Shareholders”), the Treasury
Regulations permit us to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the SEC, as
having a 5% or more beneficial interest in our common shares. The Treasury Regulations further provide that an investment
company identified on an SEC Schedule 13G or Schedule 13D filing that is registered under the Investment Company Act of
1940, as amended, will not be treated as a 5% Shareholder for such purposes. We currently do not believe that 5% Shareholders
controlled more than 50% of the voting power or value of our common shares for more than half of the days in the 2020 taxable
year, and therefore, we should not run afoul of the 5 Percent Override Rule. for our most recently taxable year. There can be no
assurance that we will continue to satisfy the requirements of the Publicly-Traded Test, including not triggering the 5 Percent
Override Rule, in future taxable years.
Taxation in Absence of Section 883 Exemption
To the extent the benefits of Section 883 are unavailable with respect to any item of United States source income, our United
States source shipping income, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the
benefit of deductions, which is referred to herein as the "4% gross basis tax regime". Since under the sourcing rules described
above, no more than 50% of our shipping income would be treated as being derived from United States sources, the maximum
effective rate of United States federal income tax on our shipping income would never exceed 2% under the 4% gross basis tax
regime. Historically, the amount of this tax would not have been material.
Gain on Sale of Vessels
Regardless of whether we qualify for exemption under Section 883, we will not be subject to United States federal income
taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States
under United States federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United
States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United
States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.
Taxation of United States Holders
The following is a discussion of the material United States federal income tax considerations relevant to an investment decision
by a United States Holder, as defined below, with respect to the common shares. This summary is not intended to be applicable
to all categories of investors, such as dealers in securities, traders in securities that elect the mark-to-market method of
accounting, banks, thrifts or other financial institutions, insurance companies, regulated investment companies, tax-exempt
organizations, United States expatriates, persons that hold common shares as part of a straddle, conversion transaction or hedge,
persons who own , directly or constructively, 10% or more of our outstanding stock, persons deemed to sell common shares
under the constructive sale provisions of the Code, United States Holders whose "functional currency" is other than the United
States dollar, persons required to recognize income for U.S. federal income tax purposes no later than when such income is
reported on an “applicable financial statement”, persons subject to the "base erosion and anti-avoidance" tax, or holders subject
to the alternative minimum tax, each of which may be subject to special rules. In addition, this discussion is limited to persons
who hold common shares that are listed on the NASDAQ as "capital assets" (generally, property held for investment) within the
meaning of Code Section 1221. This summary does not contain a detailed description of all the United States federal income
tax consequences to United States Holders in light of their particular circumstances and does not address the Medicare tax on
net investment income, or the effects of any state, local or non-United States tax laws. You are encouraged to consult your own
tax advisor concerning the overall tax consequences arising in your own particular situation under United States federal, state,
local or foreign law of the ownership of common shares.
As used herein, the term "United States Holder" means a beneficial owner of common shares that is a (i) United States
individual citizen or resident, (ii) United States corporation or other United States entity taxable as a corporation, (iii) estate, the
income of which is subject to United States federal income taxation regardless of its source, or (iv) trust if a court within the
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United States is able to exercise primary jurisdiction over the administration of the trust and one or more United States persons
have the authority to control all substantial decisions of the trust or (b) the trust has in effect a valid election to be treated as a
United States person for U.S. federal income tax purposes.
If a partnership holds common shares, the tax treatment of a partner will generally depend upon the status of the partner and
upon the activities of the partnership. If you are a partner in a partnership holding common shares, you are encouraged to
consult your own tax advisor regarding the United States federal income tax consequences of owning an interest in a
partnership that holds common shares.
Distributions
Subject to the discussion of passive foreign investment companies below, any distributions made by us with respect to common
shares to a United States Holder will generally constitute dividends, which may be taxable as ordinary income or "qualified
dividend income" as described in more detail below, to the extent of our current or accumulated earnings and profits, as
determined under United States federal income tax principles. Distributions in excess of our earnings and profits will be treated
first as a non-taxable return of capital to the extent of the United States Holder's tax basis in its common shares on a dollar-for-
dollar basis and thereafter as capital gain. Because we are not a United States corporation, United States Holders that are
corporations will not generally be entitled to claim a dividends-received deduction with respect to any distributions they receive
from us.
Dividends paid on common shares to a United States Holder which is an individual, trust or estate (a "United States Non-
Corporate Holder") will generally be treated as "qualified dividend income" that is taxable to such shareholder at preferential
United States federal income tax rates provided that (1) common shares are readily tradable on an established securities market
in the United States (such as the NASDAQ on which the common shares are listed); (2) we are not a passive foreign investment
company for the taxable year during which the dividend is paid or the immediately preceding taxable year (which we do not
believe we are, have been since the beginning of our 2004 taxable year, or will be); (3) the United States Non-Corporate Holder
has owned common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the
common shares become ex-dividend; and (4) certain other requirements are met. Any dividends paid by us which are not
eligible for these preferential rates will be taxed as ordinary income to a United States Holder.
If we pay an "extraordinary dividend" on our common shares (generally, a dividend in an amount which is equal to or in excess
of 10% of a shareholder's adjusted tax basis (or fair market value in certain circumstances) in the common shares) that is treated
as "qualified dividend income," then any loss derived by a United States Individual Holder from the sale or exchange of such
common shares will be treated as long-term capital loss to the extent of such dividend.
Sale, Exchange or other Disposition of Our Common Shares
Assuming we do not constitute a passive foreign investment company for any taxable year, a United States Holder generally
will recognize taxable gain or loss upon a sale, exchange or other disposition of our common shares in an amount equal to the
difference between the amount realized by the United States Holder from such sale, exchange or other disposition and the
United States Holder's tax basis in the common shares. Such gain or loss will be capital gain or loss and will be treated as long-
term capital gain or loss if the United States Holder's holding period in the common shares is greater than one year at the time
of the sale, exchange or other disposition. Long-term capital gains of a United States Non-Corporate Holder are taxable at
preferential United States federal income tax rates. A United States Holder's ability to deduct capital losses is subject to certain
limitations.
Special rules may apply to a United States Holder who purchased shares before 2004 and did not make a timely QEF election or
a mark-to-market election (as discussed below). Such United States Holders are encouraged to consult their tax advisors
regarding the United States federal income tax consequences to them of the disposal of our common shares.
Passive Foreign Investment Company Status and Significant Tax Consequences
Special United States federal income tax rules apply to a United States Holder that holds stock in a foreign corporation
classified as a PFIC, for United States federal income tax purposes. In general, we will be treated as a PFIC with respect to a
United States Holder if, for any taxable year in which such holder held our common shares, either;
•
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
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•
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.
For purposes of determining whether we are a PFIC, we will be treated as earning and owning its proportionate share of the
income and assets, respectively, of any of its subsidiary corporations in which it owns at least 25% of the value of the
subsidiary's stock. Income earned, or deemed earned, by us in connection with the performance of services would not constitute
passive income. By contrast, rental income would generally constitute "passive income" unless we are treated under specific
rules as deriving its rental income in the active conduct of a trade or business.
We were a PFIC for United States federal income tax purposes through our 2003 taxable year. United States Holders who held
our common shares prior to the 2004 taxable year are encouraged to consult their tax advisors regarding the proper tax
treatment of any dispositions of common shares and any distributions by us.
Based on our past and current operations and future projections, we do not believe that we were, are or will be a PFIC with
respect to any taxable year, other than the taxable years ending prior to its 2004 taxable year. Our belief is based principally on
the position that, for purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from
the time chartering and voyage chartering activities should constitute services income, rather than rental income.
Correspondingly, we believe that such income does not constitute passive income, and the assets that we or our wholly-owned
subsidiaries own and operate in connection with the production of such income, in particular, the vessels, do not constitute
assets that produce, or are held for the production of, passive income for purposes of determining whether we are a PFIC.
Although there is no direct legal authority under the PFIC rules, we believe that there is substantial legal authority supporting
our position consisting of case law and the IRS pronouncements concerning the characterization of income derived from time
charters and voyage charters as services income for other tax purposes. However, there is also authority which characterizes
time charter income as rental income rather than services income for other tax purposes. Accordingly, in the absence of any
legal authority specifically relating to the Code provisions governing PFICs, the IRS or a court could disagree with our position.
In addition, although we intend to conduct our affairs in such a manner as to avoid being classified as a PFIC with respect to
any taxable year, there can be no assurance that the nature of our operations will not change in the future.
As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a United States Holder would be subject
to different taxation rules depending on whether the United States Holder makes an election to treat us as a "Qualified Electing
Fund", which is referred to herein as a "QEF election". As an alternative to making a QEF election, a United States Holder
should be able to elect to mark-to-market our common shares, which is referred to herein as a "Mark-to-Market election."
Taxation of United States Holders Making a Timely QEF Election
If a United States Holder makes a timely QEF election, which United States Holder is referred to herein as an "Electing United
States Holder", the Electing United States Holder must report each year for United States federal income tax purposes its pro
rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable year
of the Electing United States Holder, regardless of whether or not distributions were received from us by the Electing United
States Holder. The Electing United States Holder's adjusted tax basis in the common shares will be increased to reflect taxed
but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a
corresponding reduction in the adjusted tax basis in the common shares and will not be taxed again once distributed. An
Electing United States Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of the
common shares. A United States Holder will be eligible to make a QEF election with respect to its common shares only if we
provide the United States Holder with annual tax information relating to us. There can be no assurance that we will provide
such tax information on an annual basis.
Taxation of United States Holders Making a "Mark-to-Market" Election
Alternatively, if we were to be treated as a PFIC for any taxable year and, as anticipated, the common shares are treated as
"marketable stock", a United States Holder would be allowed to make a Mark-to-Market election with respect to our common
shares. If that election is made, the United States Holder generally would include as ordinary income in each taxable year that
we are a PFIC the excess, if any, of the fair market value of the common shares at the end of the taxable year over such holder's
adjusted tax basis in the common shares. The United States Holder would also be permitted an ordinary loss for each such tax
year in respect of the excess, if any, of the United States Holder's adjusted tax basis in the common shares over its fair market
value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the
Mark-to-Market election. A United States Holder's tax basis in its common shares would be adjusted to reflect any such income
or loss amount. In any taxable year that we are a PFIC, gain realized on the sale, exchange or other disposition of the common
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shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common
shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously
included by the United States Holder.
Taxation of United States Holders Not Making a Timely QEF or Mark-to-Market Election
Finally, if we were to be treated as a PFIC for any taxable year, a United States Holder who does not make either a QEF
election or a Mark-to-Market election for that year, who is referred to herein as a "Non-Electing United States Holder", would
be subject to special rules with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-
Electing United States Holder on the common shares in a taxable year in excess of 125% of the average annual distributions
received by the Non-Electing United States Holder in the three preceding taxable years, or, if shorter, the Non-Electing United
States Holder's holding period for the common shares), and (2) any gain realized on the sale, exchange or other disposition of
the common shares. Under these special rules:
•
•
•
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.
These penalties would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds
or otherwise utilize leverage in connection with its acquisition of the common shares. If a Non-Electing United States Holder
who is an individual dies while owning the common shares, the successor of such deceased Non-Electing United States Holder
generally would not receive a step-up in tax basis with respect to such stock.
PFIC Annual Filing Requirements
If we were to be treated as a PFIC, a United States Holder will generally be required to file an information return on an IRS
Form 8621 with respect to its ownership of our common stock.
United States Federal Income Taxation of "Non-U.S. Holders"
A beneficial owner of our common shares that is not a United States Holder (and not an entity treated as a partnership) is
referred to herein as a "Non-U.S. Holder". If you are a partner in a partnership (or an entity or arrangement treated as a
partnership for United States federal income tax purposes) holding common shares, you should consult your own tax advisor
regarding the tax consequences to you of the partnership’s ownership of common shares.
Distributions
Distributions we pay to a Non-U.S. Holder will not be subject to United States federal income tax or withholding tax if the
Non-U.S. Holder is not engaged in a United States trade or business. If the Non-U.S. Holder is engaged in a United States trade
or business, our distributions will generally be subject to United States federal income tax, on a net income basis at the regular
graduated rates, to the extent they constitute income effectively connected with the Non-U.S. Holder’s United States trade or
business. However, distributions paid to a Non-U.S. Holder that is engaged in a trade or business may be exempt from taxation
under an income tax treaty if the income arising from the distribution is not attributable to a United States permanent
establishment maintained by the Non-U.S. Holder. A Non-U.S. Holder that is a corporation also may be subject to a branch
profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected
dividends, as adjusted for certain items.
Sale, Exchange or Other Disposition of Common Shares
Non-U.S. Holders will generally not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale,
exchange or other disposition of our common shares unless: (i) the gain is "effectively connected" with the Non-U.S. Holder's
conduct of a trade or business in the United States or, if the Non-U.S. Holder is entitled to the benefits of an applicable U.S.
income tax treaty with respect to that gain, that gain is attributable to a permanent establishment maintained by the Non- U.S.
Holder in the United States or (ii) the Non-U.S. Holder is an individual who is present in the United States for 183 days or more
during the taxable year of disposition and other conditions are met.
80
If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, the income from the
common shares, including dividends on the underlying common shares and the gain from the sale, exchange or other
disposition of the common shares that is "effectively connected" with the conduct of that U.S. trade or business, will generally
be subject to U.S. federal income tax in the same manner as discussed in the previous section relating to the U.S. federal income
taxation of United States Holders. In addition, in the case of a corporate Non-U.S. Holder, such Non-U.S. Holder's earnings and
profits that are attributable to the "effectively connected" income, subject to certain adjustments, may be subject to an additional
U.S. federal branch profits tax at a rate of 30% or at a lower rate as may be specified by an applicable U.S. income tax treaty.
Backup Withholding and Information Reporting
In general, dividend payments, or other taxable distributions, made within the United States to a holder of common shares will
be subject to information reporting requirements. Such payments will also be subject to "backup withholding" if paid to a non-
corporate United States Holder who:
•
•
•
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.
If a holder sells his common shares to or through a United States office of a broker, the payment of the proceeds is subject to
both United States information reporting and backup withholding unless the holder establishes an exemption. If a holder sells
his common shares through a non-United States office of a non-United States broker and the sales proceeds are paid to the
holder outside the United States, then information reporting and backup withholding generally will not apply to that payment.
However, United States information reporting requirements, but not backup withholding, will apply to a payment of sales
proceeds, including a payment made to a holder outside the United States, if the holder sells his common shares through a non-
United States office of a broker that is a United States person or has some other contacts with the United States, unless the
broker has documentary evidence in its records that the holder is not a United States person and certain other conditions are
met, or the holder otherwise establishes an exemption.
Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by
certifying their status on an applicable IRS Form W-8.
Backup withholding is not an additional tax. Rather, a taxpayer generally may obtain a refund of any amounts withheld under
backup withholding rules that exceed the taxpayer's income tax liability by filing a refund claim with the IRS.
Other U.S. Information Reporting Obligations
Individuals who are United States Holders (and to the extent specified in applicable Treasury Regulations, certain United States
entities) who hold "specified foreign financial assets" (as defined in Section 6038D of the Code) are required to file IRS Form
8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000
at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by
applicable Treasury Regulations). Specified foreign financial assets would include, among other assets, the common shares,
unless the common shares are held through an account maintained with a United States financial institution. Substantial
penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not
due to willful neglect. Additionally, in the event an individual United States Holder (and to the extent specified in applicable
Treasury Regulations a United States entity) that is required to file IRS Form 8938 does not file such form, the statute of
limitations on the assessment and collection of United States federal income taxes of such holder for the related tax year may
not close until three years after the date that the required information is filed. United States Holders (including United States
entities) are encouraged consult their own tax advisors regarding their reporting obligations under this legislation.
Bermuda Taxation
As of the date of this annual report, we are not subject to taxation under the laws of Bermuda and distributions to us by our
subsidiaries also are not subject to any Bermuda tax. As of the date of this document, there is no Bermuda income, corporation
or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by non-residents of
Bermuda in respect of capital gains realized on a disposition of the Company's common shares or in respect of distributions by
us with respect to the Company's common shares. This does not, however, apply to the taxation of persons ordinarily resident in
81
Bermuda. Bermuda holders should consult their own tax advisors regarding possible Bermuda taxes with respect to dispositions
of, and distributions on, the Company's common shares.
The Minister of Finance in Bermuda has granted the Company a tax exempt status until March 31, 2035, under which no
income taxes or other taxes (other than duty on goods imported into Bermuda and payroll tax in respect of any Bermuda-
resident employees) are payable by us in Bermuda. If the Minister of Finance in Bermuda does not grant a new exemption or
extend the current tax exemption, and if the Bermudian Parliament passes legislation imposing taxes on exempted companies,
we may become subject to taxation in Bermuda after March 31, 2035.
Currently, there are no withholding taxes payable in Bermuda on dividends distributed by us to our shareholders.
Liberian Taxation
Under the Consolidated Tax Amendments Act of 2010, our Liberian subsidiaries should be considered non-resident Liberian
corporations which are wholly exempted from Liberian taxation effective as of 1977.
F. DIVIDENDS AND PAYING AGENTS
Not applicable.
G. STATEMENT BY EXPERTS
Not applicable.
H. DOCUMENTS ON DISPLAY
We are subject to the informational requirements of the Exchange Act. In accordance with these requirements, we file reports
and other information with the Commission. These materials, including this annual report and the accompanying exhibits, may
be inspected and copied at the public reference facilities maintained by the Commission 100 F Street, N.E., Room 1580
Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1 (800)
SEC-0330, and you may obtain copies at prescribed rates from the public reference facilities maintained by the Commission at
its principal office in Washington, D.C. 20549. The Commission maintains a website (http://www.sec.gov.) that contains
reports, proxy and information statements and other information regarding registrants that file electronically with the
Commission. In addition, documents referred to in this annual report may be inspected at our principal executive offices at Par-
la-Ville Place, 14 Par-la-Ville Road, Hamilton, Bermuda HM 08.
I. SUBSIDIARY INFORMATION
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We interpret market risk as the risk arising from fluctuations in interest rates, foreign currency exchange rates, commodity
prices and other factors affecting the rate, index or price of an underlying financial instrument.
Interest Rate Risk
We are exposed to interest rate fluctuations primarily due to our floating interest rate bearing long term debt. The international
dry bulk industry is a capital-intensive industry, which requires significant amounts of financing, typically provided in the form
of secured long-term debt. Our current bank financing agreements bear floating interest rates, typically three-month USD
LIBOR. Significant adverse fluctuations in floating interest rates could adversely affect our operating and financial performance
and our ability to service our debt.
From time to time, we may take positions in interest rate derivative contracts to manage the risk associated with fluctuations in
interest payments resulting from fluctuations of the underlying floating interest rates of our long-term debt. Adverse
fluctuations in floating interest rates could adversely affect our free cash position as we may be required to secure cash as
collateral, under our interest rate derivative contracts.
We are exposed to credit risk in the event of non-performance by the counterparties of our interest rate derivative contracts. In
order to mitigate the credit risk, we enter into derivative transactions with counterparties, usually well-established banks, which
82
have reliable credit ratings. The possibility of a counterparty contractual non-performance event to materialize is considered
remote and hence, the credit risk is considered minimal.
Our variable rate borrowings as of December 31, 2020, net of the amount subject to interest rate swap agreements, amounted to
$1,045.5 million compared to $1,113.9 million as of December 31, 2019 and bear interest at LIBOR plus a margin.
Interest Rate Swap Agreements
Our swaps are intended to reduce the risk associated with fluctuations in interest rates payments whereby and as of December
31, 2020, the floating rate on a notional principal amount of $500 million (December 31, 2019: $500 million) was swapped to
fixed rate.
As at December 31, 2020 and 2019, the carrying value of the derivatives which represents their fair value is as follows:
(in thousands of $)
Interest rate swaps - asset positions
Interest rate swaps - liability positions
2020
—
27,558
2019
1,569
9,259
As at December 31, 2020 and 2019, the weighted average fixed interest rate for our portfolio of interest rate swaps was 1.74%
and 1.98%, respectively.
During 2020, we recorded a net loss on interest rate swaps of $24.9 million in the consolidated statements of operations, which
resulted from realized loss (interest expense) of $5.0 million in addition to unrealized loss of $19.9 million (change in the fair
value). During 2019, we recorded a net loss on interest rate swaps of $10.9 million in the consolidated statement of operations,
which resulted from realized gain (interest expense) of $2.2 million offset by unrealized loss of $13.1 million (change in the fair
value).
As at December 31, 2020, our estimated interest expense until the maturity of our floating-rate long term debt based on the
applicable three-month USD LIBOR plus the relevant margin of applicable to each of our floating-rate credit facilities is tabled
below. The table below also sets forth the sensitivity of our estimated interest expense to a 100 basis point increase in the
applicable three-month USD LIBOR.
(in thousands of $)
Estimated interest expense
Estimated interest expense -
increase of 100 basis points in
floating rate
Sensitivity
2021
2022
2023
2024
2025
Thereafter
25,751
23,587
18,616
12,217
5,381
—
85,552
36,101
33,047
25,996
17,113
7,966
—
120,223
10,350
9,460
7,380
4,896
2,585
—
34,671
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 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
counterparties are unable to perform under the contracts but this risk is considered remote as the counterparties are, in our
opinion, well established banks.
Foreign currency Swap Agreements
As of December 31, 2020, we had contracts to swap USD to NOK for a notional amount of $1.5 million. As of December 31,
2019, we had contracts to swap USD to NOK for a notional amount of $2.6 million in addition to contracts to swap USD to
EUR for a notional of $6.1 million. As of December 31, 2020, the fair value of our swaps was a receivable of $0.1 million
(2019: payable of $1.1 million). In 2020, we recorded total net gain on our foreign currency swaps of $0.6 million (2019: gain
of $0.2 million).
83
Inflation
Inflation has only a moderate effect on our expenses given current economic conditions. In the event that significant global
inflationary pressures appear, these pressures would increase operating, voyage, general and administrative, and financing
costs.
Commodity Price Risk
Fuel costs represent the largest component of our voyage expenses. An increase in the price of fuel may adversely affect our
profitability if these increases cannot be passed onto customers. The price and supply of fuel is unpredictable and fluctuates as a
result of events outside our control, including geo-political developments, supply and demand for oil and gas, actions by
members of OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production
patterns and environmental concerns and regulations.
Bunker Swap Agreements
From time to time we may enter into contracts of affreightment and time charter contracts with fixed bunker prices on
redelivery. We are exposed to fluctuations in bunker prices, when the contracts of affreightment and time charter contracts are
based on an assumed bunker price for the trade. There is no guarantee that a bunker swap agreement 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, and fuel suppliers. 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, in our opinion, usually well-established banks or other well-known institutions in the market.
As of December 31, 2020, we had outstanding bunker swap agreements for about 2.9 thousand metric tonnes (December 31,
2019: 4.2 thousand metric tonnes). As of December 31, 2020, the fair value of our bunker swaps was a receivable of
$0.3 million and a payable of $0.1 million (2019: receivable of $26 thousand and a payable of $13 thousand). In 2020, we
recorded total net loss on our bunker swaps of $2.0 million (2019: net loss of $0.3 million).
Spot Market Rate Risk
The cyclical nature of the dry bulk shipping industry causes significant increases or decreases in the revenue that we earn from
our vessels, particularly those vessels that operate in the spot market, participate in pools or RSAs that are concentrated in the
spot market.
Forward Freight Agreements
From time to time we may take positions in freight derivatives, mainly through FFAs. Generally, freight derivatives may be
used to hedge a vessel owner’s exposure to the charter market for a specified route and period of time. By taking positions in
FFA or other derivative instruments, we could suffer losses in the settling or termination of these agreements. This could
adversely affect our results of operation and cash flow. FFA are settled on a daily basis through reputable clearing houses and
also include a margin maintenance requirement based on marking the contract to market.
In 2020, we recorded a net gain on our portfolio of FFA of $8.9 million (2019: net gain of $1.1 million).
Please see Note 28 to our Consolidated Financial Statements included herein for additional information on our financial
instruments.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
84
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
PART II
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
a) Disclosure Controls and Procedures
Management assessed the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule
13a-15(e) of the Securities Exchange Act of 1934, as of the end of the period covered by this annual report as of December 31,
2020. Based upon that evaluation, the principal executive officer and principal financial officer concluded that our disclosure
controls and procedures are effective as of the evaluation date.
b) Management's annual report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) promulgated under the Securities Exchange Act of 1934.
Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and
effected by our board of directors, management and other personnel, 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 and includes those policies and procedures that:
•
•
•
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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted the evaluation of the effectiveness of the Company's internal controls over financial reporting using the
control criteria framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in its report
entitled Internal Control-Integrated Framework (2013).
Our management with the participation of our principal executive officer and principal financial officer assessed the
effectiveness of the design and operation of our internal controls over financial reporting pursuant to Rule 13a-15 of the
Securities Exchange Act of 1934, as of December 31, 2020. Based upon that evaluation, our management with the participation
of our principal executive officer and principal financial officer concluded that our internal controls over financial reporting are
effective as of December 31, 2020.
The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by
PricewaterhouseCoopers AS, an independent registered public accounting firm, as stated in their report which appears herein.
c) Attestation report of the registered public accounting firm
85
The independent registered public accounting firm that audited the consolidated financial statements, PricewaterhouseCoopers
AS, has issued an attestation report on the effectiveness of the Company's internal control over financial reporting as of
December 31, 2020, appearing under Item 18, and such report is incorporated herein by reference.
d) Changes in internal control over financial reporting
There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual
report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16. [Reserved]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The Board has determined that Mr. O'Shaughnessy, who is an independent director, is our audit committee's financial expert.
ITEM 16B. CODE OF ETHICS
We have adopted a code of ethics that applies to all entities controlled by us and all of our employees, directors, officers and
agents. We have posted a copy of our code of ethics, as well as waivers to our code of ethics, if any, on our website at
www.goldenocean.bm. We will provide any person, free of charge, a copy of our code of ethics upon written request to our
registered office.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our principal accountant for 2020 and 2019 was PricewaterhouseCoopers AS. The following table sets forth for the two most
recent fiscal years the fees paid or accrued for audit and services provided by PricewaterhouseCoopers AS.
(in thousands of $)
Audit Fees (a)
Audit-Related Fees (b)
Tax Fees (c)
All Other Fees (d)
Total
2020
832
—
—
—
832
2019
864
—
—
—
864
(a) Audit Fees
Audit fees represent professional services rendered for the audit of our annual financial statements and services provided by the
principal accountant in connection with statutory and regulatory filings or engagements.
(b) Audit–Related Fees
Audit-related fees consisted of assurance and related services rendered by the principal accountant related to the performance of
the audit or review of our financial statements which have not been reported under Audit Fees above.
(c) Tax Fees
Tax fees represent fees for professional services rendered by the principal accountant for tax compliance, tax advice and tax
planning.
(d) All Other Fees
All other fees include services other than audit fees, audit-related fees and tax fees set forth above.
Our Board has adopted pre-approval policies and procedures in compliance with paragraph (c)(7)(i) of Rule 2-01 of Regulation
S-X that require the Board to approve the appointment of our independent auditor before such auditor is engaged and approve
each of the audit and non-audit related services to be provided to us by such auditor under such engagement. All services
provided by the principal auditor in 2020 and 2019 were approved by our Board pursuant to the pre-approval policy.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
86
Not applicable.
ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
On December 20, 2019, we announced that our Board of Directors renewed the share buy-back program for one year,
authorizing the purchase of up to 6,000,000 of our common shares. The renewed buy-back program ended on December 18,
2020 and was not extended. During the year of 2020, we have not acquired any shares in open market transactions. As of the
date of this report, we have bought back an aggregate of 1,300,000 shares pursuant to the program and used 525,000 of these
treasury shares to settle options in connection with our 2016 Share Option Plan.
See Note 25 to our audited Consolidated Financial Statements included herein for more information.
ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE
Pursuant to the NASDAQ listing standards available to foreign private issuers, we are not required to comply with all of the
corporate governance practices followed by U.S. companies under the NASDAQ listing standards. The significant differences
between our corporate governance practices and the NASDAQ standards applicable to listed U.S. companies are set forth
below.
Independence of Directors. NASDAQ requires that a U.S. listed company maintain a majority of independent directors. We are
exempt from certain NASDAQ requirements regarding independence of directors. Consistent with Bermuda law, our board of
directors is not required to be composed of a majority of independent directors. While our board of directors is currently
comprised of five directors a majority of whom are not independent, we may have a majority of independent directors in the
future.
Executive Sessions. NASDAQ requires that independent directors meet regularly in executive sessions at which only
independent directors are present. We intend to hold executive sessions at which only independent directors are present at least
twice a year.
Nomination of Directors. NASDAQ requires that independent directors select or recommend nominees for directors. As
permitted under Bermuda law and our bye-laws, we do not currently require that independent directors select or recommend
nominees for directors. Our board of directors, consisting of both independent and non-independent directors, is responsible for
identifying and recommending potential candidates to become board members and recommending directors for appointment to
board committees.
Audit Committee. NASDAQ requires, among other things, that a listed U.S. company have an audit committee consisting solely
of independent directors who also satisfy the requirements of SEC Rule 10A-3 and who can read and understand fundamental
financial statements. NASDAQ also requires that the audit committee have at least three members. As permitted under
Bermuda law and our bye-laws, our audit committee consists of one member who currently meet the independence
requirements of SEC Rule 10A-3.
Compensation Committee. NASDAQ requires that a listed U.S. company have a compensation committee composed solely of
independent directors and having at least two members. NASDAQ requires that the compensation committee must determine,
or recommend to the full board for determination, the compensation of the chief executive officer and all other executive
officers. As permitted under Bermuda law and our bye-laws, we do not currently have a compensation committee and
compensation of executive officers is not required to be determined by a committee composed of independent members.
Related Party Transactions. NASDAQ requires that a listed U.S. company conduct appropriate review and oversight of all
related party transactions for potential conflict of interest situations on an ongoing basis by the company's audit committee or
another independent body of the board of directors. As permitted under Bermuda law and our bye-laws, our directors are not
prohibited 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 our bye-laws and Bermuda law.
Proxy Materials. NASDAQ requires that a listed U.S. company solicit proxies and provide proxy statements for all shareholder
meetings. Such company must also provide copies of its proxy solicitation to NASDAQ. As permitted under Bermuda law and
87
our bye-laws, we do not currently solicit proxies or provide proxy materials to NASDAQ. Our bye-laws also require that we
notify our shareholders of meetings no less than five (5) days before the meeting.
Share Issuance. In lieu of obtaining shareholder approval prior to the issuance of securities or the adoption of equity
compensation plans or material amendments to such equity compensation plans, consistent with Bermuda law and our bye-
laws, our board of directors approves share issuances and the adoption of and material amendments to equity compensation
plans.
Quorum. 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.
ITEM 16H MINE SAFETY DISCLOSURES
Not applicable.
88
PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable.
ITEM 18. FINANCIAL STATEMENTS
The following financial statements listed below and set forth on pages F-1 through F-46 are filed as part of this annual report:
Consolidated Financial Statements of Golden Ocean Group Limited
Index to Consolidated Financial Statements of Golden Ocean Group Limited
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Changes in Equity for the years ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
F-1
F-2
F-4
F-5
F-7
F-9
F-10
89
ITEM 19. EXHIBITS
Number Description of Exhibit
1.1
Memorandum of Association (1)
1.2
1.3
1.4
2.1
2.2
4.1
4.2
4.3
8.1
12.1
12.2
13.1
13.2
15.1
15.2
Certificate of Name Change (3)
Certificate of Change of Share Capital (3)
Amended and Restated Bye-Laws (3)
Form of Common Share Certificate (4)
Description of Securities (7)
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)
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
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Incorporated by reference from our Registration Statement on Form F-3 (File No. 333-164007) filed with the
Commission on December 24, 2009.
Incorporated by reference from Exhibit No. 2 of our Report on Form 6-K filed September 27, 2010.
Incorporated by reference from our Annual Report on Form 20-F filed with the Commission on April 29, 2015.
Incorporated by reference from Amendment No. 1 to our Registration Statement on Form 8-A filed with the
Commission on August 1, 2016.
Incorporated by reference to Exhibit E of the Schedule 13D (File No. 005-50787) filed with the Commission on
May 5, 2014.
Incorporated by reference from our Annual Report on Form 20-F filed with the Commission on April 5, 2017.
Incorporated by reference from our Annual Report on Form 20-F filed with the Commission on March 12, 2020.
90
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized
the undersigned to sign this annual report on its behalf.
SIGNATURES
GOLDEN OCEAN GROUP LIMITED
/s/ Peder Simonsen
Peder Simonsen
Principal Financial Officer
Dated: March 18, 2021
91
Consolidated Financial Statements of Golden Ocean Group Limited
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Changes in Equity for the years ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
F-2
F-4
F-5
F-7
F-9
F-10
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Golden Ocean Group Limited
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Golden Ocean Group Limited and its subsidiaries (the
“Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations, consolidated statements
of cash flows and consolidated statements of changes in equity for each of the three years in the period ended December 31,
2020, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the
Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United
States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the COSO.
Changes in Accounting Principles
As discussed in Note 2 to the consolidated financial statements the Company changed the manner in which it accounts for
restricted cash in 2020, the manner in which it accounts for leases in 2019, the manner in which it accounts for marketable
securities and the manner it accounts for revenue from contracts with customers in 2018.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in Management's Annual Report on Internal Control over Financial Reporting appearing under item 15(b) of Golden Ocean
Group Limited’s Annual Report on Form 20-F. Our responsibility is to express opinions on the Company’s consolidated
financial statements and on the Company's internal control over financial reporting based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
F-2
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment assessment of right of use assets
As described in Notes 2, 10 and 28 to the consolidated financial statements, the Company’s consolidated finance leases, right of
use assets, net and operating leases, right of use assets, net balances were $113,480 thousand and $22,739 thousand respectively
as of December 31, 2020, and at March 31, 2020 an impairment charge of $94,233 thousand was recorded against the carrying
value of right of use leased vessels. The carrying values of right of use assets are reviewed for potential impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. If impairment
indicators exist, management assess the recoverability of the carrying value of each leased vessel on an individual basis.
Recoverability of right of use assets is assessed on an asset by asset basis by estimating the future undiscounted cash flows from
the right of use assets earned over the remaining lease term of the operating and finance leases. If the future net undiscounted
cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the
asset's carrying value and estimated fair value derived from cash flow based valuations. In developing estimates of future cash
flows for right of use assets, management must make significant assumptions related to future charter rates, additional earnings
due to scrubber installations, ship operating expenses, utilization and drydocking requirements. Management also apply
significant judgment to determine a discount rate.
The principal considerations for our determination that performing procedures relating to the impairment assessment of right of
use assets is a critical audit matter are the significant judgement by management when developing the fair value measurement
of the vessels, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and
evaluating audit evidence related to (i) management’s methods and calculations and, (ii) management’s significant judgments
and assumptions related to the future charter rates, additional earnings due to scrubber installations, ship operating expenses,
utilization and drydocking requirements and the discount rate.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
management’s impairment assessment of right of use assets. These procedures also included, among others, (i) testing
management’s process for developing the fair value of the vessels; (ii) evaluating the appropriateness of the valuation method;
(iii) testing the completeness, accuracy, and relevance of underlying data used in the estimates; and (iv) evaluating the
significant judgments and assumptions used by management, which include the future charter rates, additional earnings due to
scrubber installations, ship operating expenses, utilization and drydocking requirements, and the discount rate. Evaluating
management’s assumptions involved considering the current and past performance of the Company, the consistency with
external market and industry data, and whether the assumptions were consistent with evidence obtained in other areas of the
audit.
/s/ PricewaterhouseCoopers AS
Oslo, Norway
March 18, 2021
We have served as the Company’s auditor since 2010.
F-3
Golden Ocean Group Limited
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018
(in thousands of $, except per share data)
Operating revenues
Time charter revenues
Voyage charter revenues
Other revenues
Total operating revenues
Gain (loss) on sale of assets and amortization of deferred gains
Other operating income (expenses), net
Operating expenses
Voyage expenses and commission
Ship operating expenses
Charter hire expenses
Administrative expenses
Impairment loss on vessels
Impairment loss on right of use assets
Depreciation
Total operating expenses
Net operating income (loss)
Other income (expenses)
Interest income
Interest expense
Share of results of associated companies
Gain from disposal of associated companies
Gain (loss) on derivatives
Gain (loss) on marketable equity securities
Other financial items
Net other income (expenses)
Net income (loss) before income taxes
Income tax expense
Net income (loss)
Per share information:
2020
2019
2018
235,673
370,130
2,140
607,943
—
2,965
194,544
191,235
66,812
13,722
721
94,233
111,303
672,570
299,946
404,184
1,669
705,799
331,469
322,804
1,797
656,070
—
(1,170)
260
2,991
185,088
193,138
117,779
14,123
—
—
93,845
603,973
162,037
151,626
92,712
14,705
1,080
—
92,148
514,308
(61,662)
100,656
145,013
1,193
4,434
7,576
(47,477)
(59,547)
(75,108)
(3,710)
2,570
(17,450)
(10,177)
(825)
(75,876)
(137,538)
505
—
(9,960)
1,828
(490)
(63,230)
37,426
131
237
(137,669)
37,189
512
—
11,165
(4,043)
(348)
(60,246)
84,767
232
84,535
Earnings (loss) per share: basic and diluted
$
(0.96) $
0.26 $
0.59
The accompanying notes are an integral part of these consolidated financial statements.
F-4
Golden Ocean Group Limited
Consolidated Balance Sheets as of December 31, 2020 and 2019
(in thousands of $)
ASSETS
Current assets
Cash and cash equivalents
Restricted cash
Marketable securities
Trade accounts receivable, net
Other current assets
Related party receivables
Derivative instruments receivables
Inventories
Prepaid expenses
Voyages in progress
Favorable charter party contracts
Total current assets
Vessels and equipment, net
Vessels held for sale
Finance leases, right of use assets, net
Operating leases, right of use assets, net
Favorable charter party contracts
Investments in associated companies
Related party receivables
Other long term assets
Total assets
LIABILITIES AND EQUITY
Current liabilities
Current portion of long-term debt
Current portion of finance lease obligations
Current portion of operating lease obligations
Derivative instruments payables
Related party payables
Trade accounts payables
Accrued expenses
Other current liabilities
Total current liabilities
Long-term liabilities
Long-term debt
Non-current portion of finance lease obligations
Non-current portion of operating lease obligations
Total liabilities
Commitments and contingencies
Equity
F-5
2020
2019
153,093
153,060
22,009
3,684
22,704
29,351
3
572
25,165
10,440
13,435
4,073
10,184
13,861
45,635
31,498
5,180
3,876
28,235
6,335
21,929
12,148
284,529
331,941
2,267,686
2,340,753
9,504
113,480
22,739
—
16,399
6,228
502
—
193,987
54,853
4,073
21,483
10,700
8,267
2,721,067
2,966,057
87,831
23,475
16,783
27,692
4,865
18,402
34,550
28,077
87,787
17,502
14,377
10,455
3,970
12,402
44,739
42,135
241,675
233,367
957,652
127,730
25,254
1,026,083
151,206
42,010
1,352,311
1,452,666
Share capital (Shares issued: 2020: 144,272,697. 2019: 144,272,697. Outstanding shares:
2020: 143,327,697 shares. 2019:143,277,697 shares. All shares are issued and outstanding
at par value $0.05)
Treasury shares
Additional paid in capital
Contributed capital surplus
Accumulated deficit
Total equity
Total liabilities and equity
7,215
(5,386)
979
7,215
(5,669)
715
1,732,670
1,739,834
(366,722)
(228,704)
1,368,756
1,513,391
2,721,067
2,966,057
The accompanying notes are an integral part of these consolidated financial statements.
F-6
Golden Ocean Group Limited
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
(in thousands of $)
Net income (loss)
Adjustments to reconcile net income (loss) to net cash (used in) provided by
operating activities:
Depreciation
Amortization of deferred charges
(Gain) loss on sale of assets and amortization of deferred gains
Impairment loss on vessels
Impairment loss on right of use assets
Share option expenses
Share of results of associated companies
Dividends received from associated companies
Gain from disposal of associated companies
Amortization of charter party-out contracts
Amortization of charter party-in contracts
Amortization of other fair value adjustments, net, arising on the Merger
Mark to market (gain) loss on derivatives
Mark to market (gain) loss on marketable securities
Provision for onerous contracts
Non-cash lease expense
Other
Changes in operating assets and liabilities, net:
Trade accounts receivable
Related party balances
Other receivables
Inventories
Voyages in progress
Prepaid expenses
Trade accounts payables
Accrued expenses
Other current liabilities
Investing activities
Dividends from associated companies
Dividends received from marketable equity securities
Payments received from seller credit receivable
Purchase of investment in associated companies
Proceeds from sale of shares in associated companies
Loan advance to related parties
Repayment of loans receivable from related parties
Additions to newbuildings
Purchase of vessels and equipment
Proceeds from sale of vessels
2020
2019
2018
(137,669)
37,189
84,535
111,303
2,778
—
721
94,233
264
3,710
450
(2,570)
12,148
—
—
20,542
10,177
—
(6,459)
(178)
93,845
2,083
—
—
—
482
(505)
150
—
18,732
—
813
14,733
(1,828)
(299)
(4,351)
(1,332)
22,896
(18,241)
6,041
3,991
3,070
8,472
(4,105)
6,000
(1,126)
(14,049)
2,751
(4,827)
(81)
(19,121)
(208)
4,649
18,096
15,701
—
76
—
—
—
176
—
(19,470)
1,694
—
(1,000)
(10,700)
5,350
—
—
—
92,148
1,501
(260)
1,080
—
537
(512)
1,096
—
18,733
(672)
10,019
(6,700)
4,043
299
(3,553)
1,621
(4,760)
(4,730)
(2,553)
(8,012)
6,254
2,226
2,352
2,289
(10,435)
186,546
45
101
1,875
—
—
—
—
(147,855)
Net cash provided by operating activities
140,640
158,431
(25,271)
(44,118)
(10,381)
—
—
14,357
F-7
Proceeds from sale of marketable securities
Net cash used in investing activities
Financing activities
Proceeds from long-term debt
Repayment of long-term debt
Repayment of finance leases
Debt fees paid
Net proceeds from share issuance
Share repurchases
Net proceeds from share distributions
Lease incentives received
Distributions to shareholders
Net cash provided by (used in) financing activities
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at end of year
Supplemental disclosure of cash flow information:
Interest expenses paid
Income taxes paid
—
1,062
663
(19,151)
(73,050)
(141,195)
322,014
389,894
270,000
(390,138)
(621,235)
(241,789)
(48,972)
(3,040)
—
—
169
17,500
(5,650)
(6,727)
—
(5,239)
(1,200)
304
(5,504)
(1,894)
1,097
—
(7,164)
(46,617)
(109,631)
(294,742)
11,858
163,244
175,102
(209,361)
372,605
163,244
—
—
(64,912)
(44,730)
621
371,984
372,605
36,351
77
60,676
61
73,068
10
Details of non-cash investing and financing activities in the year ended December 31, 2020, 2019 and 2018 are given in Note
30.
The accompanying notes are an integral part of these consolidated financial statements.
F-8
Golden Ocean Group Limited
Consolidated Statements of Changes in Equity for the years ended December 31, 2020, 2019 and 2018
(in thousands of $, except number of shares)
Number of shares outstanding
Balance at beginning of year
Shares issued
Repurchases of shares
Distribution of treasury shares
Balance at end of year
Share capital
Balance at beginning of year
Shares issued
Balance at end of year
Treasury shares
Balance at beginning of year
Repurchases of shares
Distribution of treasury shares
Balance at end of year
Additional paid in capital
Balance at beginning of year
Shares issued
Stock option expense
Reclassified to contributed surplus
Balance at end of year
Contributed capital surplus
Balance at beginning of year
Distributions to shareholders
Reclassified from additional paid in capital
Balance at end of year
Accumulated other comprehensive income
Balance at beginning of year
Other comprehensive income, net
Adjustment on adoption of changes in ASC 825
Balance at end of year
Accumulated deficit
Balance at beginning of year
Adjustment on adoption of ASC 606
Adjustment on adoption of changes in ASC 825
Adjustment on adoption of ASC 842
Loss on distributed treasury shares
Adjustment on adoption of ASC 326 and other
Net (loss) income
Balance at end of year
Total equity
2020
2019
2018
143,277,697
143,827,697
142,197,697
—
—
—
2,075,000
(855,000)
(445,000)
50,000
305,000
—
143,327,697
143,277,697
143,827,697
7,215
—
7,215
7,215
—
7,215
7,111
104
7,215
(5,669)
—
283
(2,643)
(4,756)
1,730
—
(2,643)
—
(5,386)
(5,669)
(2,643)
715
—
264
—
979
233
—
482
—
715
454,694
17,540
537
(472,538)
233
1,739,834
1,786,451
1,378,824
(7,164)
(46,617)
(64,912)
—
—
472,538
1,732,670
1,739,834
1,786,451
—
—
—
—
—
—
—
—
5,323
—
(5,323)
—
(228,704)
(267,744)
(351,903)
—
—
—
(115)
(234)
—
—
2,485
(634)
—
(5,698)
5,323
—
—
—
(137,669)
37,189
84,535
(366,722)
(228,704)
(267,744)
1,368,756
1,513,391
1,523,512
The accompanying notes are an integral part of these consolidated financial statements.
F-9
Golden Ocean Group Limited
Notes to Consolidated Financial Statements
1. 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 five VLCCs.
However, we expanded our business to the dry bulk segment from 2009 and onwards by acquiring second hand vessels and by
entering into newbuilding contracts. Between 2007 and 2013, we sold our five VLCCs and subsequently discontinued our crude
oil tanker operations. In 2014, we made significant expansion in the dry bulk segment by acquiring 29 SPCs, from Frontline
2012, each owning a dry bulk newbuilding, all of which were delivered to us between 2014 and 2018.
On October 7, 2014, we entered into the Merger Agreement, with the Former Golden Ocean, a dry bulk shipping company
based in Bermuda and listed on the Oslo Stock Exchange ("OSE"), pursuant to which the two companies agreed to merge, with
us as the surviving company. The Merger was completed on March 31, 2015. As of March 31, 2015, and following completion
of the Merger, we owned 47 vessels and had 25 vessels under construction.
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 in February 1997 and currently trade under the symbol "GOGL". We
obtained a secondary listing on the OSE in April 2015.
In 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 and two Panamax vessels were acquired from affiliates of Hemen. Also in 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 the vessels, we issued in aggregate 4.0 million consideration shares, paid $9.0 million in cash and assumed seller's credit
loans of $43.0 million with an affiliate of Hemen.
Business
We own and operate dry bulk carriers of primarily four sizes: Newcastlemax vessels, which are between 200,000 and 210,000
dwt, Capesize vessels, which are between 105,000 and 200,000 dwt, Panamax vessels, which are vessels between 65,000 and
105,000 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, 2020, we owned 67 dry bulk vessels. In addition, we had 11 vessels chartered-in (of which seven and one
are chartered in on finance leases and operating leases, respectively, from SFL and three chartered in on operating leases from
unrelated third parties). Our owned vessels are owned and operated by one of our subsidiaries and are flagged either in the
Marshall Islands, Hong Kong, Bahamas or Panama.
2. 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.
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: judgements involved in identifying performance obligations in revenue
contracts, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price
to each performance obligation, impairment of assets, 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 newbuildings and the determination of useful life of our vessels. Actual results could differ from those
estimates.
F-10
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 and liabilities
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 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.
Change in Accounting Policies
On April 1, 2020, we changed our accounting policy for restricted cash. Previously, we presented minimum cash balance
required by covenants in loan agreements as restricted cash. We believe this method of presentation differs from that of many
comparable shipping companies that have equivalent covenant restrictions in their debt agreements. Comparable industry
practice is to reflect minimum cash required by covenants as cash and cash equivalents when there is no legal requirement to
keep covenanted cash on a restricted account. Please refer to "Note 12, Cash, cash equivalents and restricted cash" for a
description of our covenant requirements. From April 1, 2020 we have presented minimum cash required by covenants as cash
and cash equivalents. Based on the assessment performed, the change in accounting policy was considered to be preferable and
justifiable, because this presentation will result in a more comparable reflection of assets and ratios of working capital and
liquidity with our industry peers. Further, the new principle is clearer and more transparent for the users of financial statements
and continuing to provide clear and transparent disclosure. The change in accounting principle has been applied retrospectively
to comparative periods.
Please refer to accounting polices below for revised accounting policies.
The following financial statement line items as of December 31, 2019 and 2018 were affected by the change in accounting
principle. There was no impact of the change on the statements of operations, of comprehensive income, of cash flows or of
changes in equity.
F-11
As of December 31, 2019 (in thousands of $)
Cash and cash equivalents
Restricted cash – current
Restricted cash – long-term
Total cash and cash equivalents and restricted cash
Total current assets
As of December 31, 2018 (in thousands of $)
Cash and cash equivalents
Restricted cash – current
Restricted cash – long-term
Total cash and cash equivalents and restricted cash
Revenue and expense recognition
As reported before
change of principle
As reported after
change of principle
Effect of change
88,931
15,449
58,864
163,244
273,077
153,060
10,184
—
163,244
331,941
64,129
(5,265)
(58,864)
—
58,864
As reported before
change of principle
As reported after
change of principle
Effect of change
305,352
20,272
46,981
372,605
362,071
534
10,000
372,605
56,719
(19,738)
(36,981)
—
Revenue Recognition
Our shipping revenues are primarily generated from time charters and voyage charters. In a time charter, the vessel is hired by
the charterer for a specified period of time in exchange for consideration which is based on a daily hire rate. Generally, the
charterer has the discretion over the ports visited, shipping routes and vessel speed. The contract/charter party generally
provides typical warranties regarding the speed and performance of the vessel. The charter party generally has some owner
protective restrictions such as that the vessel is sent only to safe ports by the charterer and carries only lawful or non-hazardous
cargo. In a time charter contract, where we charter the ship out to a charterer, we are responsible for all the costs incurred for
running the vessel such as crew costs, vessel insurance, repairs and maintenance and lubes. The charterer bears the voyage
related costs such as bunker expenses, port charges, canal tolls during the hire period. The performance obligations in a time
charter contract are satisfied over the term of the contract beginning when the vessel is delivered to the charterer until it is
redelivered back to us. The charterer generally pays the charter hire in advance of the upcoming contract period. The time
charter contracts are considered operating leases because (i) the vessel is an identifiable asset (ii) we do not have substantive
substitution rights and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives
the economic benefits from such use. After adoption of ASC 842 on January 1, 2019, time charter contracts are accounted for
under ASC 842 leases and revenues are recorded over the term of the charter. Prior to adoption of ASC 842, time charter
contracts were accounted as operating leases in accordance with ASC 840 Leases. 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.
In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage. The
consideration for such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a
lump sum basis. The charterer is responsible for any short loading of cargo or "dead" freight. The voyage charter party
generally has standard payment terms of 90 or 95% freight paid within three to five days after completion of loading. The
voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses us for any
potential delays exceeding the allowed laytime as per the charter party clause at the ports visited, which is recorded as
demurrage revenue. Conversely, the charterer may be given credit if the loading/discharging activities happen within a shorter
period than the allowed laytime, which is despatch and results in a reduction in revenue. Estimates and judgments are required
in ascertaining the most likely outcome of a particular voyage and actual outcomes may differ from estimates. In a voyage
charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo.
We have determined that our voyage charter contracts consist of a single performance obligation of transporting the cargo
within a specified period. Therefore, the performance obligation is met evenly as the voyage progresses, and the revenue is
recognized on a straight line basis over the voyage days from the commencement of loading to completion of discharge.
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The voyage charters generally have variable consideration in the form of demurrage or despatch, which is recognized as we
satisfy the performance obligations under the contract. We estimate demurrage or despatch at contract inception using either the
expected value or most likely amount approaches. Such estimate is reviewed and updated over the term of the voyage charter
contract.
In a voyage contract, we bear all voyage related costs such as fuel costs, port charges and canal tolls. To recognize costs
incurred to fulfill a contract as an asset, the following criteria shall be met: (i) the costs relate directly to the contract, (ii) the
costs generate or enhance resources of the entity that will be used in satisfying performance obligations in the future and (iii)
the costs are expected to be recovered. The costs incurred during the period prior to commencement of loading the cargo,
primarily bunkers, are deferred as they represent setup costs and recorded as a current asset and are subsequently amortized on a
straight-line basis as we satisfy the performance obligations under the contract. Costs incurred to obtain a contract, such as
commissions, are also deferred and expensed over the same period. Costs related to the voyage which are incurred during the
period between loading and discharging the cargo, are expensed as incurred.
Several of our Capesize vessels operate under a pool arrangement for Capesize vessels with CCL. Revenues and expenses for
our owned vessels generated through this pool arrangement are presented gross. We consider ourselves the principal under the
charterparties with the customers for the vessels that operate under this pool arrangement, primarily because we consider
ourselves to have control over the service to be transferred for the customer under the charterparties. CCL, as pool manager,
calculates the total pool revenues, pool expenses and pool results based on each participant’s reported results. Based on the
aggregated pool results as defined under the pool agreement and a pre-determined pool key, reflecting a vessel’s earning
capacity, CCL calculates and allocates a pool result for each vessel. The difference between the calculated pool result for our
owned vessels and the actual result from the charter party with the third party customer is a settlement amount with CCL. This
settlement amount allocated under the pool arrangement, is presented as other operating income (expenses), net, in our
consolidated statements of operations.
Our Ultramax vessels operate under a RSA, for Supramax vessels managed by CTM. Under this RSA, CTM performs both
commercial and operational functions related to the contracts with the third party customers. CTM as manager, records all
revenues and voyage expenses for all vessels under the arrangement which include vessels owned by third parties. The revenues
and voyage expenses are pooled together, allocated and the net result is distributed to each participant under the arrangement in
accordance with an agreed-upon formula. Under this RSA, CTM also operates and therefore controls the use of our owned
vessels included under the arrangement. As a result, the RSA for our vessels with CTM is considered to meet the definition of a
lease. We account for the transactions with CTM as variable rate operating leases and recognize revenues for the applicable
period based on the net amount to be distributed by CTM.
Other revenues primarily comprise revenues earned from the commercial management of related party vessels. Other revenues
are recognized on an accruals basis as the services are provided and performance obligations are met.
On January 1, 2018, we adopted the provisions of ASC 606 Revenue from Contracts with Customers using the modified
retrospective approach.
Charter hire 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 included in our leases, 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 in 2018 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 arose under ASC 840 when we entered into a sale-leaseback transaction regarding a vessel and we did not
relinquish the right to substantially all of the remaining use of the vessel. This deferred gain was amortized in proportion to the
gross rental payments over the minimum term of the lease. As a result of the adoption of ASC 842, the remaining balance of
deferred gain related to the sale and leaseback transaction of eight vessels with SFL in 2015 was recognized as an opening
balance adjustment to accumulated deficit as of 1 January, 2019.
Drydocking
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Normal vessel repair and maintenance costs are expensed when incurred. We recognize the cost of a drydocking at the time the
drydocking takes place, applying the "expense as incurred" method.
Impairment of vessels and right of use assets
The carrying values of our vessels and right of use assets are reviewed for potential impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may no longer be recoverable. Indicators of impairment are
identified based on a combination of factors which include amongst other, development of second hand vessel values based on
external appraisals of our ships, development of forward freight rates, spot rates and operating cash flow. If impairment
indicators exist, we assess the recoverability of the carrying value of each asset on an individual basis. We assess recoverability
of the carrying value of owned vessels on an individual basis by estimating the future undiscounted cash flows expected to
result from the asset and eventual disposal. Fair value for our owned vessels is estimated based on values achieved for the sale/
purchase of similar vessels and external appraisals. In addition, owned vessels held for sale are reported at the lower of carrying
amount and fair value less estimated costs to sell. Recoverability of right of use assets is assessed on an asset by asset basis by
estimating the future undiscounted cash flows from the right of use assets earned over the remaining lease term of our operating
and finance leases. For both, owned vessels and right of use assets, if the future net undiscounted cash flows are less than the
carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and
estimated fair value derived from cash flow based valuations.
Interest expense
Interest costs are expensed as incurred except for interest costs that are capitalized. For any newbuildings that are
constructed,we capitalize 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. As of
December 31, 2020 and 2019, we did not have any newbuildings under construction.
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. Treasury shares are weighted for the portion of the period they are 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. Cash includes cash on hand and in the Company's bank accounts. The Company
is required to maintain a minimum cash balance in accordance with its debt facility agreements with various banks. Such
amounts are included in Cash and cash equivalents.
Restricted cash
Restricted cash consists of cash, which may only be used for certain purposes under our contractual arrangements and primarily
comprises collateral deposits for derivative trading.
Marketable securities
Our marketable securities are investments in equity securities with readily determinable fair values. These investments are
measured at fair value and any resulting unrealized gains and losses are recorded in the consolidated statement of operations.
Derivatives
Our derivative instruments include interest-rate swaps, foreign currency swaps, forward freight agreements and bunker
derivatives. 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
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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 and credit
losses.
The company creates the allowance for expected credit losses to reflect the risk of estimated loss during the lifetime of
receivables. The Company makes significant judgements and assumptions to estimate its expected losses. The allowance for
credit losses can be determined using various methods, such as loss-rate methods, probability-of-default method or methods that
utilize an aging schedule. At each reporting date, the allowance for credit losses is recorded as a reduction of receivables. Net
income is adjusted to reflect the change in estimate from prior period. Refer also to Note 3 Recently issued accounting
standards and the adoption of ASC 326 Measurement of Credit Losses on Financial Instruments on January 1, 2020.
If trade accounts receivable become uncollectible, they are charged as an operating expense. Allowance for doubtful balances is
deducted from the allowance for credit losses and recorded separately as a reduction of accounts receivable. Allowance for
doubtful balances are recorded in the period in which the financial assets are deemed uncollectible.
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, newbuildings and depreciation
Vessels are stated at cost less accumulated depreciation. Newbuildings represent the accumulated costs to the balance sheet date
which we have paid by way of purchase installments and other capital expenditures together with capitalized interest and
associated finance costs. Depreciation is calculated based on cost less estimated residual value, using the straight-line method,
over the useful life of each vessel. For vessels under construction ("Newbuildings") no charge for depreciation is made until the
vessel is available for use. 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 two main recycling
markets (Indian sub-continent and Bangladesh). Residual values are reviewed annually.
Finance leases
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 finance leases and we recognize on the balance sheet the
right to use those assets and a corresponding liability. As most of our leases do not provide an implicit rate, we use our
incremental borrowing rate based on the information available at commencement date in determining the present value of lease
payments. We make significant judgements and assumptions to estimate our incremental borrowing rate that a lessee would
have to pay to borrow on a 100% collateralized basis over a term similar to the lease term and in an amount equal to the lease
payments in a similar economic environment. We perform the following steps in estimating our incremental borrowing rate: (i)
gather observable debt yields of our recently issued debt facilities; and (ii) make adjustments to the yields of the actual debt
facilities to reflect changes in collateral level, terms, the risk-free interest rate, and credit ratings. Each lease payment is
allocated between liability and finance charges to achieve a constant rate on the finance balance outstanding. The interest
element of the finance cost is expensed to the Consolidated Statement of Operations over the lease period.
Depreciation of vessels and equipment under finance lease is included within "Depreciation" in the Consolidated Statement of
Operations. Vessels and equipment under finance lease are depreciated on a straight-line basis over the vessels' remaining
economic useful life or on a straight-line basis over the expected term of the lease if shorter.
On January 1, 2019, we adopted the provisions of ASC 842 Leases using the modified retrospective approach. As such, the
comparative information has not been restated and continues to be reported under the accounting standards in effect for periods
prior to January 1, 2019. Under the new lease standard, lessees are required to recognize a right-of-use asset and a lease liability
for substantially all leases, which was not a requirement under the previous standard. The adoption of the new accounting
standard has not had any material impact for the accounting of our one and only finance lease arrangement which we had as of
January 1, 2019.
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Operating leases
Our operating leases relate to vessels, offices and equipment under leasing agreements that do not meet the criteria to be
classified as finance leases. We recognize on the balance sheet the right to use those assets and a corresponding liability in
respect of all material lease contracts with a duration, or lease term, of 12-months or above. Similar to our finance leases, the
discount rate used for calculating the cost of the operating leases is the incremental cost of borrowing. The amortization of right
of use assets relating to operating leased vessels is presented under charter hire expenses in the statement of operations.
Impairment loss related to operating leases is presented in the income statement as a separate line within operating expense
under Impairment loss on right of use assets.
For our time charter-in contracts, a non-lease component, or service element has been determined which is reported under ship
operating expenses. We make significant judgements and assumptions to separate the lease component from the non-lease
component of our time chartered-in vessels. For purposes of determining the standalone selling price of the vessel lease and
technical management service components of our time charters, we have concluded that the residual approach would be the
most appropriate method to use given that vessel lease rates are highly variable depending on shipping market conditions, the
duration of such charters, and the age of the vessel. We believe that the standalone transaction price attributable to the technical
management service component is more readily determinable than the price of the lease component and, accordingly, the price
of the service component is estimated and the residual transaction price is attributed to the vessel lease component.
The amortization of right of use assets relating to office leases is reported under administrative expenses in the statement of
operations.
In relation to our operating leases, upon the adoption of ASC 842 Leases on January 1, 2019, prior periods were not restated to
reflect recording of the right of use asset/liability related to these leases. Prior to January 1, 2019, we recognized lease expense
in accordance with then-existing U.S. GAAP (“Prior GAAP”). Because both ASC 842 and Prior GAAP generally recognize
operating lease expenses on a straight-line basis over the term of the lease arrangement, there were no material differences
between the timing and amount of lease expenses recognized under the two accounting methodologies during 2020, 2019 and
2018. Further, as we have not applied the practical expedient allowed under the transition guidance of ASC 842 to not separate
the lease and non-lease components related to a lease contract and to account for them instead as a single lease component for
the purposes of the recognition and measurement requirements of ASC 842, we have a change in presentation in 2020 and 2019
compared to 2018. For vessels chartered in on time charter, we have presented $19.2 million and $20.1 million of the non-lease
component, or service element, under ship operating expenses for 2020 and 2019 respectively as opposed to charter hire
expenses in 2018.
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.
Upon adoption of ASC 842 Leased on January 1, 2019, the unfavorable value of the Golden Hawk operating lease acquired as
part of the merger or business combination in 2015 was adjusted to the corresponding right of use asset in the total amount of
$4.1 million.
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 of 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.
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Sales of shares of an investee is accounted for as gains or losses under non-operating items equal to the difference at the time of
sale between selling price and carrying amount of the shares sold.
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. 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
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 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.
Comprehensive income
The statement of comprehensive income 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 other
comprehensive income on the face of the statement in which the components of other comprehensive income 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 (“OCI”) and total comprehensive income in two separate and
consecutive statements.
3. RECENTLY ISSUED ACCOUNTING STANDARDS
Accounting Standards Updates, not yet adopted
In March 2020, the FASB issued ASU 2020-04 (ASC 848 Reference Rate Reform), which provides optional expedients and
exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if
certain criteria are met. The amendments in this update are elective and apply to all entities, subject to meeting certain criteria,
that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be
discontinued because of reference rate reform. The amendments in this update are effective for all entities as of March 12, 2020
through December 31, 2022. We are currently evaluating the impact of electing the expedients and exceptions for applying
GAAP provided by the update on our consolidated financial statements.
Accounting Standards Updates, recently adopted
On January 1, 2020, we adopted ASU No 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments, using a modified retrospective approach. The standard revised guidance for the accounting for
credit losses on financial instruments within its scope. The standard added an impairment model known as the current expected
credit loss model that is based on expected losses rather than incurred losses. The new guidance is applicable to financial assets
measured at amortized cost, including trade receivables, contract assets such as voyages in progress and other, as well as related
party receivables. In November 2018, the FASB issued ASU 2018-19, Financial Instruments – Credit losses (ASC 326), which
clarifies that operating lease receivables are not within the scope of ASC 326 and should instead be accounted for under the new
leasing standard, ASC 842. Expected credit losses are estimated using historical experience, information relating to current
conditions and reasonable and supportable cash flows. The Company makes significant judgements and assumptions to estimate
its expected losses. The implementation of the standard did not have any material effect on our consolidated financial
statements. The Company recorded a net decrease to retained earnings of $0.22 million as of January 1, 2020 for the cumulative
effect of adopting the new standard.
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On January 1, 2020, we adopted ASU No. 2018-13, Fair value measurement (Topic 820), which streamlined the disclosure
requirements on fair value measurements. Disclosures such as the amounts of and reasons for transfers between Level 1 and
Level 2 of the fair value hierarchy, and the valuation process for Level 3 fair value measurements were removed. Additional
disclosures such as disclosure about changes in unrealized gains and losses included in the other comprehensive income for
Level 3 fair value measurements, the range and weighted average of significant unobservable inputs used for Level 3 fair value
measurements are required to be disclosed by the public entities. The implementation of the accounting standard did not have a
material impact on our consolidated financial statements.
On January 1, 2020, we adopted ASU 2018-18, Collaborative Arrangements (Topic 808), which provided clarity on when
transactions between entities in a collaborative arrangement should be accounted for under the new revenue standard, ASC 606.
In determining whether transactions in collaborative arrangements should be accounted under the revenue standard, the update
specifies that entities shall apply unit of account guidance to identify distinct goods or services and whether such goods and
services are separately identifiable from other promises in the contract. The accounting update precluded entities from
presenting transactions with a collaborative partner which are not in scope of the new revenue standard together with revenue
from contracts with customers. The implementation of the accounting standard did not have a material impact on our
consolidated financial statements.
4. INCOME TAXES
Bermuda
We are 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 are eligible and participate under the Maritime Sector Incentive-Approved International Shipping Enterprise (MSI- AIS)
award in Singapore. All qualified shipping income derived from the shipping activity in our Singapore subsidiary is exempt
from taxation for the duration of our MSI-AIS approval. The MSI-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.
5. SEGMENT INFORMATION
Our chief operating decision maker (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 years ended December 31, 2020 and 2019, no customer accounted for 10 percent or more of our consolidated revenues.
For the year ended December 31, 2018, one customer accounted for 10 percent or more of our consolidated revenues in the
amounts of $65.8 million.
6. EARNINGS PER SHARE
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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(in thousands of $)
Net income (loss)
(in thousands)
Weighted average number of shares outstanding - basic
Dilutive impact of stock options
Weighted average number of shares outstanding - diluted
2020
(137,669)
2019
37,189
2018
84,535
2020
2019
2018
143,282
143,505
144,132
—
94
302
143,282
143,599
144,434
As of December 31, 2020, total outstanding share options were 1,290,000 and they were anti-dilutive.
Our convertible bond, which was repaid in January 2019, was anti-dilutive as of December 31, 2018 using the if-converted
method. As of December 31, 2018, 2,345,216 shares were convertible under the convertible bond.
No own shares were acquired in 2020. In 2019 and 2018, we acquired a total of 855,000 and 445,000 own shares, respectively,
which have been weighted for the portion of the period they were outstanding. As a result, the treasury shares reduced the
weighted average number of shares outstanding by 767,836 shares in 2019 and by 10,466 shares in 2018.
7. OPERATING REVENUES
The following table shows the revenues earned from time charters, voyage charters and other revenues for the year ended
December 31, 2020, 2019 and 2018:
(in thousands of $)
Time charter revenues
Voyage charter revenues
Other revenues
Total operating revenues
2020
235,673
370,130
2,140
607,943
2019
299,946
404,184
1,669
705,799
2018
331,469
322,804
1,797
656,070
In 2020, 2019 and 2018, we recognized a total of $16.6 million, $26.8 million and $16.6 million, respectively, in demurrage
which is included under voyage charter revenues. Most of our voyage contracts are considered service contracts which fall
under the provisions of ASC 606 because we, as the shipowner, retain control over the operations of the vessel such as directing
the routes taken or the vessel speed. However, some of our voyage charter contracts could be considered to contain a lease. A
voyage charter contains a lease component if the contract (i) specifies a specific vessel asset; and (ii) has terms that allow the
charterer to exercise substantive decision-making rights, which have an economic value to the charterer and therefore allow the
charterer to direct how and for what purpose the vessel is used. When a lessor, we have elected the practical expedient for our
time charter contracts and voyage charter contracts that qualify as leases to not separate the non-lease component, or service
element, from the lease. Furthermore, ASC 842 requires us to account for the combined component in accordance with ASC
606 revenues from contracts with customers if the non-lease components are the predominant components. Under this guidance
we have assessed that the lease components were the predominant component for all of our time charter contracts. Furthermore,
for certain of our voyage charter contracts the lease components were the predominant components.
For the year ended December 31, 2020 the split between lease and non-lease component was as follows:
(in thousands of $)
Time charter revenues
Voyage charter revenues
Other revenues
Total operating revenues
Lease
235,673
26,111
—
261,784
Non-lease
—
344,019
2,140
346,159
Total
235,673
370,130
2,140
607,943
For the year ended December 31, 2019 the split between lease and non-lease component was as follows:
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(in thousands of $)
Time charter revenues
Voyage charter revenues
Other revenues
Total operating revenues
Lease
299,946
30,093
—
330,039
Non-lease
—
374,091
1,669
375,760
Total
299,946
404,184
1,669
705,799
Certain voyage expenses are capitalized between the previous discharge port, or contract date if later, and the next load port and
amortized between load port and discharge port. $16.5 million of contract assets were capitalized in the year ended December
31, 2020 under "Other current assets", of which $13.3 million was amortized up to December 31, 2020, leaving a remaining
balance of $3.2 million. $5.9 million of contract assets were amortized in 2020 in relation to voyages in progress at the end of
December 31, 2019.
$27.9 million of contract assets were capitalized in the year ended December 31, 2019 under "Other current assets", of which
$22.0 million was amortized up to December 31, 2019, leaving a remaining balance of $5.9 million. $2.3 million of contract
assets were amortized in 2019 in relation to voyages in progress at the end of December 31, 2018. In 2018, we amortized an
aggregate of $21.3 million of capitalized voyage expenses, or contract assets classified as other current assets.
No impairment losses related to capitalized fulfillment costs were recognized in any of the periods.
As of December 31, we reported trade accounts receivable and the following contract assets in relation to our contracts with
customers, including contracts containing lease components where the non-lease component was the predominant component
and the revenues where therefore accounted for under ASC 606:
(in thousands of $)
Voyages in progress (contract assets)
Trade accounts receivable
Other current assets (capitalized fulfillment costs)
Total
2020
13,105
14,774
3,233
31,112
2019
17,966
31,293
5,905
55,164
As of December 31, 2020, we recorded $15.9 million (2019: $15.2 million) in total deferred charter revenue for consideration
received or unearned revenue related to ongoing voyages at period end. In 2020, we recognized $15.2 million in revenue, which
was deferred as at December 31, 2019, as the performance obligations were met. Credit loss allowance as of December 31,
2020 relating to the contract assets above amounted to $0.1 million. No impairment losses were recognized as of December 31,
2020.
Total revenues for 2020, 2019 and 2018 relating to our owned vessels that were under the CCL RSA or arrangements where we
are considered the principal were $264.1 million, $263.5 million and $236.5 million, respectively. In addition to these amounts,
we retained or paid a net pro/contra amount based on a net settlement of our relative share of the pool results. The net pro/
contra amounts relating to the pool arrangements where we were considered the principal were net positive $3.0 million, and
$3.0 million, respectively, for 2020 and 2018, and negative $1.2 million for 2019. These amounts are presented under the line
item “other operating income (expenses), net”.
Total lease revenues for 2020, 2019 and 2018 relating to our owned vessels that were under the CTM Supramax RSA and
which have been accounted for as operating leases were $8.6 million $11.9 million and $13.2 million, respectively.
8. GAIN (LOSS) ON SALE OF ASSETS AND AMORTIZATION OF DEFERRED GAINS
(in thousands of $)
Net gain (loss) on sale of vessels
Amortization of deferred gains
2020
—
—
—
2019
—
—
—
2018
2
258
260
Upon adoption of ASC 842, the remaining balance of deferred gain of $2.5 million related to the sale and leaseback transaction
of eight vessels with SFL in 2015 was recognized as an opening balance adjustment to accumulated deficit on January 1, 2019.
F-20
In 2018, we entered into an agreement to sell the Golden Eminence, a Panamax vessel, to an unrelated third party for $14.7
million, gross, and we recognized an insignificant gain subsequent of a previous impairment loss in connection with the sale.
9. IMPAIRMENT OF VESSELS
In 2020, we entered into an agreement to sell the Golden Shea, a Panamax vessel, to an unrelated third party for a total gross
amount of $9.6 million. We recognized a $0.7 million impairment loss in connection with the sale and classified the vessel as
held for sale as of December 31, 2020. The vessel is expected to be delivered to its new owner by the end of March 2021.
In 2018, we entered into an agreement to sell the Golden Eminence, a Panamax vessel, to an unrelated third party for a total
gross amount of $14.7 million. We recognized a $1.1 million impairment loss in connection with the sale and classified the
vessel as held for sale as of June 30, 2018. The vessel was delivered to its new owner in August 2018.
10. IMPAIRMENT OF RIGHT OF USE ASSETS
In 2020, we recorded an impairment loss of $94.2 million related to our leased vessels. Based on impairment tests performed as
of March 31, 2020 on an asset by asset basis, estimated undiscounted cash flows expected to be earned by each of our leased
vessels over the remaining lease term were below carrying value of the vessels, and we have adjusted the carrying value of the
leased vessels to the fair value of the leased vessels. The impairment consisted of $70.0 million related to seven vessels on
financial lease from SFL and $24.2 million related to four vessels on operating leases.
11. OPERATING LEASES
As of December 31, 2020, we leased in one vessel (2019: one vessel) from SFL and three vessels (2019: three vessels) from
third parties, all of which are classified as operating leases. Additionally, as of December 31, 2020 and 2019, respectively, we
had two operating leases for our offices in Oslo and Singapore. All of these leases had an initial duration above 12 months.
During 2020 and 2019 we leased in eight Capesize vessels from SFL, one of these vessels was classified as operating lease and
remaining seven were classified as finance lease as of December 31, 2020. Up to December 2019 all eight vessels chartered in
from SFL were classified as operating leases. In December 2019, seven of the eight charters were amended which resulted in a
lease modification whereby these seven leases were remeasured and re-classified to finance leases as of December 31, 2019.
With reference to Note 27 Related Party Transactions, these contracts were a result of a sale and leaseback transaction with SFL
for eight Capesize vessels agreed in 2015. These vessels were sold en-bloc for an aggregate price of $272.0 million. The vessels
were delivered to SFL 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 for SFL operating lease is $17,600, of which $7,000 is for operating expenses (including dry
docking costs) up until the second quarter of 2022 when the daily time charter rate will be reduced to $14,900 until the
expiration of the contract. In addition, 33% of our aggregate profit from revenues above the daily time charter rate for all eight
vessels are calculated and paid on a quarterly basis to SFL. 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. This resulted in an average daily rate of $17,883 for SFL operating lease in 2020 and we incurred $37.9 thousand in total
profit share for all eight SFL vessels in 2020 ($0.8 million and $0.2 million in 2019 and 2018, respectively). We have a
purchase option of $112 million en-bloc after 10 years since inception of the leases in 2015. If such option is not exercised, SFL
has the option to extend the charters by three years at a daily time charter rate of $14,900 per day. The lease term for these
vessels has been determined to be 13 years. For all eight vessels, contingent or variable lease expense was recorded in 2020,
2019 and 2018 as an expense of $0.8 million, $3.0 million and $2.6 million, respectively. Variable lease expense was recorded
as charter hire expense for operating leases.
For the Ultramax vessel, Golden Hawk, the daily rate is $13,200 until the expiration of the fixed term of the contract in the first
quarter of 2022. Based on an agreement that reduced the daily rate to $11,200 from $13,200 for a two-year period from
February 20, 2016 to February 20, 2018, we will pay to the lessor $1.75 million on or about February 20, 2022 to compensate
for the reduced charter hire. However, if the 6-T/C Baltic Exchange Supramax Index exceeds the daily rate of $13,200, any
such excess will be paid to the lessor up to $1.75 million in the aggregate, and any such payments will reduce the amount of
payment due on or about February 20, 2022 by a corresponding amount. As of December 31, 2020, no such index linked
compensation had been paid.
F-21
In 2019, we took delivery of the Admiral Schmidt and the Vitus Bering. Both vessels are 2019-built 104,550 dwt ice-class
vessels, chartered in on time charter for a firm period of three years, with four annual options exercisable by us to extend the
lease. The contracts have been determined to be operating leases with a lease term of three years, respectively. The gross hire is
determined based on a weighted average of the Baltic Panamax Index (BPI 4TC) and the Baltic Capesize Index (BCI 5TC) with
a floor of $9,000 per day. Based on the contracts, for certain trades, a profit sharing scheme between charterers and the owners
comes into force. In 2020, we incurred $0.7 million expense due to profit sharing schemes for these vessels.
Furthermore, we are committed to making rental payments under operating leases for office premises. A lease expense of
$0.5 million and $0.6 million is recorded in Administrative expenses in the Consolidated Statement of Operations for 2020 and
2019, respectively.
Total expense for operating leases reflected as charter hire expense was $29.0 million in 2020 (2019: $66.0 million), which
included $23.5 million for short-term leases (2019: $31.5 million). Total cash paid in respect of operating leases was
$35.7 million in 2020 (2019: $70.1 million). The weighted average discount rate in relation to our operating leases was 5.20%
and 6.03% for 2020 and 2019, respectively. The weighted average lease term was 4.4 and 6.9 years in 2020 and 2019,
respectively.
Our right of use assets for long-term operating leases were as follows:
(in thousands of $)
Balance at January 1, 2019 on adoption of ASC 842
Additions
Amortization
Impact of modification of operating leases
Balance at December 31, 2019
Additions
Amortization
Impairment
SFL Leases
198,405
3,545
(16,159)
(161,818)
23,973
—
Golden
Hawk
Lease
3,844
—
(1,041)
—
2,803
—
Admiral
Schmidt and
Vitus Bering
Leases
—
27,607
(2,190)
—
Office
Leases
Total
3,079
—
205,328
31,152
(419) (19,809)
(161,818)
—
25,417
2,660
54,853
10
133
143
(1,918)
(1,042)
(4,504)
(570)
(8,034)
(8,054)
(607)
(15,562)
—
(24,223)
Balance at December 31, 2020
14,001
1,154
5,361
2,223
22,739
The amortization of right of use assets relating to leased vessels is presented under charter hire expenses in the statement of
operations. The amortization of right of use assets relating to office leases is presented under administrative expenses in the
statement of operations.
In 2020, we recorded a total of $24.2 million in impairment of right of use assets for operating leases. The loss recorded is equal
to the difference between the carrying value of right of use assets and estimated fair value of the leased assets following an
impairment review that was triggered by impairment indicators identified in the first quarter of 2020.
Our lease obligations for long-term operating leases were as follows:
F-22
(in thousands of $)
Balance at January 1, 2019 on adoption of ASC 842
Additions
Repayments
Impact of modification of operating leases
Foreign exchange translation
December 31, 2019
Additions
Repayments
Foreign exchange translation
December 31, 2020
Current portion
Non-current portion
SFL Leases
185,816
—
(18,949)
(145,797)
—
21,070
—
Golden
Hawk
Lease
9,567
—
(2,343)
—
—
7,224
—
Admiral
Schmidt and
Vitus Bering
Leases
—
27,607
(2,190)
—
—
Office
Leases
Total
3,079
—
(419)
—
16
198,462
27,607
(23,901)
(145,797)
16
25,417
2,676
56,387
—
—
—
(2,511)
(2,477)
(8,947)
(437)
(14,372)
—
18,559
2,667
15,892
—
4,747
4,357
390
—
16,470
9,293
7,177
22
2,261
466
1,795
22
42,037
16,783
25,254
Charter hire and office rent expense
The future minimum operating lease expense payments under our non-cancelable fixed rate operating leases as of December 31,
2018 are as follows:
(in thousands of $)
2019
2020
2021
2022
2023
Thereafter
35,613
35,709
35,613
32,590
28,177
110,357
278,059
The future minimum operating lease expense payments under our non-cancelable fixed rate operating leases as of December 31,
2020 are as follows:
(in thousands of $)
2021
2022
2023
2024
2025
Thereafter
Total minimum lease payments
Less: Imputed interest
Present value of operating lease liabilities
18,694
11,735
3,356
3,313
3,154
7,664
47,916
(5,879)
42,037
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.
As of December 31, 2020, the future rental payments include $2.6 million (2019: $3.1 million) in relation to office rent costs
and $45.3 million (2019: $61.8 million) in relation to charter hire costs for leased in vessels.
F-23
Rental income
As of December 31, 2020, we leased out eight vessels on fixed time charter rates (2019: 11 vessels) and 18 vessels (2019: 16
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 operating lease receipts under our non-cancelable fixed rate operating leases as of December 31, 2020 are as follows:
(in thousands of $)
2021
2022
2023
2024
2025
Thereafter
22,020
4,138
3,075
—
—
—
29,233
As of December 31, 2020, the cost and accumulated depreciation of the 26 vessels which were leased out to third parties, were
$1,258.4 million and $198.5 million, respectively.
As of December 31, 2019, the cost and accumulated depreciation of the 27 vessels which were leased out to third parties, were
$1,235.1 million and $155.1 million, respectively.
12. CASH, CASH EQUIVALENTS AND RESTRICTED CASH
As of December 31, 2020, 2019 and 2018, the following table provides a reconciliation of cash, cash equivalents, and restricted
cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of
cash flows.
(in thousands of $)
Cash and cash equivalents
Short term restricted cash
Long term restricted cash
2020
2019
2018
153,093
153,060
362,071
22,009
10,184
534
—
—
10,000
Total cash, cash equivalents and restricted cash shown in the statement of cash flows
175,102
163,244
372,605
With reference to Note 2, we have changed our accounting policy for cash and cash equivalents; and restricted cash. According
to our new accounting policy, amounts included in cash and cash equivalents include cash balances that are required to be
maintained by the financial covenants in our loan facilities. Under our debt facilities, we need to maintain free cash of the
higher of $20 million or 5% of total interest bearing debt. We have covenanted to retain at least $59.8 million of cash and cash
equivalents as at December 31, 2020 (at December 31, 2019: $64.1 million and at December 31, 2018: $66.7 million).
Restricted cash consists of cash, which may only be used for certain purposes under our contractual arrangements and primarily
comprises collateral deposits for derivative trading.
13. MARKETABLE EQUITY SECURITIES
Our marketable securities consist of equity securities in Eneti Inc, a company engaged in marine based renewable energy. Eneti
Inc was until February 2021 named Scorpio Bulkers Inc., engaged in dry bulk shipping. Eneti Inc is listed on the New York
Stock Exchange.
F-24
(in thousands of $)
Balance at start of year
Unrealized gain (loss), net
Balance at end of year
2020
13,861
(10,177)
3,684
2019
12,033
1,828
13,861
In 2020, we have received approximately $0.1 million in dividends from our investment in Eneti Inc.
14. TRADE ACCOUNTS RECEIVABLE, NET
Trade accounts receivables are stated net of a provision for doubtful accounts and credit loss allowance.
(in thousands of $)
Trade accounts receivable
Provision for doubtful accounts
Allowance for expected credit losses
Total trade accounts receivable, net
2020
22,904
(165)
(35)
22,704
2019
46,229
(594)
—
45,635
With reference to Note 3, on January 1, 2020, we adopted ASU No 2016-13, Financial Instruments-Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments, using a modified retrospective approach. We recorded a net decrease
to retained earnings relating to trade receivable of $0.1 million as of January 1, 2020 for the cumulative effect of adopting the
new standard. Allowance for credit losses for trade accounts receivable amounted to $35.0 thousand as of December 31, 2020.
Movements in the provision for doubtful accounts in the three years ended December 31, 2020 are summarized as follows:
(in thousands of $)
Balance at December 31, 2017
Additions charged to income
Deductions credited to trade receivables
Balance at December 31, 2018
Additions charged to income
Deductions credited to trade receivables
Balance at December 31, 2019
Additions charged to income
Deductions credited to trade receivables
Balance at December 31, 2020
15. OTHER CURRENT ASSETS
(in thousands of $)
Capitalized fulfillment costs
Agent receivables
Advances
Claims receivables
Bunker receivables on time charter-out contracts
Other receivables
646
81
(390)
337
594
(337)
594
165
(594)
165
2019
6,334
4,433
701
810
5,827
13,393
31,498
2020
3,233
961
1,375
2,241
12,053
9,488
29,351
Other receivables are presented net of allowances for credit losses and doubtful accounts amounting to $27.3 thousand and nil
as of December 31, 2020, respectively. As of December 31, 2019, provision for doubtful accounts relating to other current
assets amounts to nil.
16. VALUE OF CHARTER PARTY CONTRACTS
F-25
The value of charter-out contracts is summarized as follows:
(in thousands of $)
Opening balance
Amortization charge
Total
Less: current portion
Non-current portion
2020
16,221
2019
34,953
2018
53,686
(12,148)
(18,732)
(18,733)
4,073
16,221
34,953
(4,073)
(12,148)
(18,732)
—
4,073
16,221
Value of the charter party contracts relates primarily to contracts acquired as part of the Merger. Time charter revenues in 2020,
2019 and 2018 have been reduced by $12.1 million, $18.7 million and $18.7 million, respectively, as a result of the
amortization of charter-out contracts.
As of December 31, 2020, the remaining value of these charter-out contracts will be amortized as follows:
(in thousands of $)
2021
Thereafter
4,073
—
4,073
The value of charter-in contracts was related to the Golden Hawk operating lease acquired as part of the merger or business
combination in 2015, and was classified under other current liabilities and other non-current liabilities, is summarized as
follows:
(in thousands of $)
Opening balance
Amortization of unfavorable time charter-in contract
Total
Less: current portion
Non-current portion
2020
2019
—
—
—
—
—
—
—
—
—
—
2018
4,798
(672)
4,126
(672)
3,454
As a result of the adoption of ASC 842 on January 1,2019, the unfavorable value of $4.1 million of the Golden Hawk operating
lease was recognized as an opening balance adjustment to the corresponding right of use asset. In 2018, charter hire expenses
was reduced by $0.7 million, as a result of the amortization of the unfavorable value related to this time charter-in contract.
17. VESSELS AND EQUIPMENT, NET
(in thousands of $)
Balance at December 31, 2018
Additions
Disposals
Depreciation
Balance at December 31, 2019
Additions
Disposals
Impairment loss on vessels
Transfers to held for sale
Depreciation
Balance at December 31, 2020
Cost
2,679,547
27,247
—
—
Accumulated
Depreciation
(273,091)
—
—
Net Book
Value
2,406,456
27,247
—
(92,950)
(92,950)
2,706,794
(366,041)
2,340,753
31,531
—
(721)
—
—
—
(11,499)
1,996
—
(94,374)
31,531
—
(721)
(9,503)
(94,374)
2,726,105
(458,419)
2,267,686
At December 31, 2020, we owned three Newcastlemaxes, 35 Capesizes, 27 Panamaxes and two Ultramaxes (at December 31,
2019: three Newcastlemaxes, 35 Capesizes, 27 Panamaxes and two Ultramaxes).
F-26
In 2020, we capitalized in total $1.2 million in relation to the installation of ballast water treatment system and $30.4 million in
relation to the completed installation of scrubbers. In 2019, we capitalized in total $4.7 million in relation to the installation of
ballast water treatment system and $22.5 million in relation to the completed installation of scrubbers.
In addition, in 2020 and 2019, we capitalized costs of $0.5 million and $8.3 million as Other long-term assets in relation to
installation costs for scrubber and ballast water treatment systems in progress, respectively.
In December 2020, we entered into an agreement to sell the Golden Shea, a Panamax vessel, for $9.6 million. The vessel is
expected to be delivered to its new owner by the end of March 2021. An impairment loss of $0.7 million was recognized related
to the sale of the vessel. Refer also to Note 9 Impairment of vessels. A security deposit of $1.4 million has been received in
2020.
In April 2018, we entered into an agreement to sell the Golden Eminence, a Panamax vessel, for $14.7 million with delivery in
August 2018. An impairment loss of $1.1 million was recognized related to the sale of the vessel. Refer also to Note 9
Impairment of vessels.
Total depreciation expense was $94.4 million, $93.0 million and $92.1 million in 2020, 2019 and 2018, respectively.
18. FINANCE LEASES
As of December 31, 2020, we held seven vessels under finance lease (December 31, 2019: eight vessels). The lease for Golden
Eclipse was classified as a finance lease as of December 31, 2019 and had an initial term of 10 years. The lease expired during
April 2020. In addition and with reference to Note 11 Operating Leases, seven of the eight Capesize charters with SFL were
amended in December 2019 and resulted in a lease modification whereby these seven leases were remeasured and re-classified
to finance leases as of December 31, 2019. The amendments included a funding of $2.5 million per vessel to be received in
January 2020 which will finance the scrubber investments paid by us on these vessels. In addition, the daily time charter rate for
these vessels will increase by $1,535 from January 1, 2020 to June 30, 2025 and was $19,135 in 2020, of which $7,000 is for
operating expenses (including drydocking costs) up until the second quarter of 2022 when the daily time charter rate will be
reduced to $16,435 until June 30, 2025. Subsequently, the rate is reduced to $14,900 until the expiration of the contracts. In
addition, 33% of our aggregate profit from revenues above the daily time charter rate for all eight vessels are calculated and
paid on a quarterly basis to SFL. 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. This resulted in an
average daily rate of $19,418 for SFL finance leases in 2020 and we incurred $37.9 thousand in total profit share for all eight
SFL vessels in 2020 ($0.8 million and $0.2 million in 2019 and 2018, respectively). We have a purchase option of $112 million
en-bloc after 10 years since inception of the leases in 2015. If such option is not exercised, SFL has the option to extend the
charters by three years at a daily time charter rate of $14,900 per day. The lease term for these vessels has been determined to
be 13 years. For all eight vessels, contingent or variable lease expense was recorded in 2020, 2019 and 2018 as an expense of
$0.8 million, $3.0 million and $2.6 million, respectively. The profit share mechanism will not be adjusted with the increased
rate.
Our right of use asset for our finance leases were as follows:
(in thousands of $)
Balance at December 31, 2018
Impact of modification of operating leases
Depreciation
Balance at December 31, 2019
Additions
Depreciation
Impairment
Balance at December 31, 2020
F-27
1,165
193,717
(895)
193,987
6,430
(16,928)
(70,009)
113,480
In 2020, we recorded a total of $70.0 million in impairment of right of use assets for vessels under finance leases. The loss
recorded is equal to the difference between the carrying value of right of use assets and estimated fair value of the leased assets
following an impairment review that was triggered by the negative market developments in the start of 2020.
Our lease obligations for our finance leases were as follows:
(in thousands of $)
Balance at January 1, 2019
Repayments
Impact of modification of operating leases
Balance at January 1, 2020
Additions
Repayments
Interest expense on obligations under finance lease
December 31, 2020
Current portion
Non-current portion
SFL Leases
Golden
Eclipse
Lease
Total
—
—
166,923
166,923
17,500
(42,577)
9,359
151,205
23,475
127,730
7,435
(5,650)
—
1,785
—
(1,791)
7,435
(5,650)
166,923
168,708
17,500
(44,368)
9,365
6
—
—
—
151,205
23,475
127,730
The weighted average discount rate in relation to our SFL finance leases was 6.3% and the weighted average lease term was 7.6
years as of December 31, 2020. The weighted average discount rate was 6.3% and the weighted average lease term was 8.6
years as of December 31, 2019.
The outstanding obligations under finance leases at December 31, 2020 are payable as follows:
(in thousands of $)
2021
2022
2023
2024
2025
Thereafter
Minimum lease payments
Less: imputed interest
Present value of obligations under finance leases
32,240
29,061
24,484
24,553
22,551
53,554
186,443
(35,238)
151,205
With regard to the eight SFL Capesize vessels, we have a purchase option of $112 million en-bloc in 2025. If such option is not
exercised, SFL will have the option to extend the charters by three years at $14,900 per day. Our lease obligation is secured by
the lessor's title to the leased asset.
19. VESSELS HELD FOR SALE
In December 2020, we entered into an agreement to sell the Golden Shea, a Panamax vessel, to an unrelated third party for a
total gross amount of $9.6 million. In 2020, we recognized a $0.7 million impairment loss in connection with the sale and
classified the vessel as held for sale as of December 31, 2020. The vessel is expected to be delivered to its new owner by the
end of March 2021. See "Note 31 Subsequent events".
20. EQUITY METHOD INVESTMENTS
As at December 31, the Company had the following participation in investments that are recorded using the equity method:
F-28
(% of ownership)
TFG Marine Pte Ltd ("TFG Marine")
SwissMarine Pte. Ltd. ("SwissMarine")
United Freight Carriers LLC. ("UFC")
Seateam Management Pte. Ltd. ("Seateam")
Capesize Chartering Ltd. ("CCL")
2020
10.00 %
17.50 %
50.00 %
— %
25.00 %
2019
— %
17.87 %
50.00 %
22.19 %
25.00 %
Movements in equity method investments for the years ended December 31, 2020 and 2019 are summarized as follows:
(in thousands of $)
At December 31, 2018
Purchase of additional stake
Distributions received from associated
companies
Share of income / (loss)
At December 31, 2019
Distributions received from associated
companies
Disposals of equity method investments
Loss on disposal of equity method investments
Equity contribution
Share of income / (loss)
At December 31, 2020
Swiss
Marine
—
19,470
—
87
19,557
—
—
(32)
—
UFC
Seateam
TFG
Marine
CCL
772
—
(150)
405
1,027
886
—
—
13
899
(450)
—
—
—
—
(999)
—
—
100
—
—
—
—
—
—
—
—
—
75
408
483
—
—
—
—
—
—
—
—
—
—
—
(4,154)
(32)
15,371
545
Total
1,658
19,470
(150)
505
21,483
(450)
(999)
(32)
75
(3,678)
16,399
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:
At December 31, 2020 (in thousands of $)
Current assets
Non-current assets
Total assets
Current liabilities
Long-term liabilities
Stockholders' equity
Swiss
Marine
605,705
190
605,895
497,830
20,000
88,064
UFC
TFG
Marine
1,112
225,922
—
1,112
2,668
228,590
21
—
1,091
221,450
2,312
4,828
CCL
Total
—
—
—
—
—
—
832,739
2,858
835,597
719,301
22,312
93,983
Percentage of ownership in equity investees
17.50%
50.00%
10.00%
25.00%
Equity investment of associated companies
15,411
545
483
—
16,439
Consolidation and reconciling adjustments:
Other
Investment in equity investees
(40)
15,371
—
545
—
483
—
—
(40)
16,399
F-29
At December 31, 2019 (in thousands of $)
Current assets
Non-current assets
Total assets
Current liabilities
Long-term liabilities
Stockholders' equity
Swiss
Marine
691,126
4,069
695,195
545,545
40,000
UFC
Seateam
CCL
Total
2,104
—
2,104
49
—
14,640
4,407
19,047
11,974
3,018
4,055
—
—
—
—
—
—
707,870
8,476
716,346
557,568
43,018
115,760
109,650
2,055
Percentage of ownership in equity investees
17.87%
50.00%
22.19%
25.00%
Equity investment of associated companies
19,594
1,027
900
—
21,521
Consolidation and reconciling adjustments:
Other
Investment in equity investees
(37)
19,557
—
1,027
(1)
899
—
—
(38)
21,483
At December 31, 2020 (in thousands of $)
Total operating revenue
Gain sale of vessel
Total operating expense
Net operating (loss) income
Net (loss) income
Percentage of ownership in investees
Equity in net income (loss) of associated
companies
Consolidation and reconciling adjustments:
Swiss
Marine
1,438,680
—
UFC
Seateam*
TFG
Marine
CCL
Total
—
—
6,785
1,415,159
—
—
(1,431,952)
(68)
(6,352) (1,401,084)
6,728
(24,136)
(68)
(64)
433
451
14,075
4,078
—
—
—
—
—
2,860,624
—
(2,839,456)
21,168
(19,671)
17.50%
50.00%
22.19%
10.00%
25.00%
(4,224)
(32)
100
408
—
(3,748)
Other
Equity in net income (loss) of associated
companies
38
—
—
—
(4,186)
(32)
100
408
—
—
38
(3,710)
*In October 2020 our ownership of 22.19% was divested.
F-30
At December 31, 2019 (in thousands of $)
Total operating revenue
Gain sale of vessel
Total operating expense
Net operating (loss) income
Net (loss) income
UFC
Seateam
CCL
Total
Swiss
Marine
564,609
—
8,080
—
9,565
—
(561,746)
(7,257)
(9,450)
2,863
371
823
811
115
66
—
—
—
—
—
582,254
—
(578,453)
3,801
1,248
Percentage of ownership in investees
17.87%
50.00%
22.19%
25.00%
Equity in net income (loss) of associated companies
66
405
15
—
486
Consolidation and reconciling adjustments:
Other
Equity in net income (loss) of associated companies
21
87
—
405
(2)
13
—
—
19
505
At December 31, 2018 (in thousands of $)
UFC
Seateam
CCL
Total
Total operating revenue
Gain sale of vessel
Total operating expense
Net operating (loss) income
Net (loss) income
10,956
—
9,536
—
(10,589)
(7,886)
367
297
1,650
1,626
—
—
—
—
—
20,492
—
(18,475)
2,017
1,923
Percentage of ownership in investees
50.00%
22.19%
25.00%
Equity in net income (loss) of associated companies
149
363
—
512
Consolidation and reconciling adjustments:
Other
Equity in net income (loss) of associated companies
—
149
—
363
—
—
—
512
We have an equity investment of 17.5% in SwissMarine, formerly known as Singapore Marine, a dry bulk freight operator. Our
ownership in SwissMarine was diluted in February 2020 from 17.8% to 17.5% as a result of issuance of additional shares by
SwissMarine to its employees. We have also provided a $10.7 million subordinated shareholder loan with a five-year term to
SwissMarine. The loan bears interests equivalent to the 12-month LIBOR plus a margin of 2%. In May 2020, the subordinated
shareholder loan was partially repaid by SwissMarine in the total amount of $5.7 million, which included principal loan amount
of $5.4 million and interest of $0.3 million. We account for this investment under the equity method as we determined that we
have a significant influence over the investee.
In January 2020, we entered into a joint venture agreement with Frontline and its subsidiary Bandama Investments Ltd and
Trafigura Pte Ltd to establish TFG Marine, a leading global supplier of marine fuels. As a result, we acquired a 10% interest in
TFG Marine. We have also provided a shareholder loan of $1.0 million to TFG Marine. The loan has a five-year term and bears
interest of LIBOR plus a margin of 7%. We account for this investment under the equity method as we determined that we have
a significant influence over the investee.
F-31
In October 2020, we completed the sale of our 22.19% ownership interest in SeaTeam to OSM Maritime Group. Total
consideration allocated to us amounted to $3.6 million, out of which $1.7 million was received on October 20, 2020 upon
completion of sale. The remaining outstanding amount is paid in equal parts of $0.9 million on April 1, 2021 and on December
1, 2021. The gain from sale amounted to $2.6 million and was recorded as 'Gain from disposal of associated companies'.
In 2020, cash dividends received from equity method investees amounted to $0.5 million (2019: $0.2 million, 2018: $1.1
million).
21. DEBT
(in thousands of $)
$304.0 million loan and revolving facility
$93.75 million term loan
$131.79 million term loan
$155.3 million term loan
$120.0 million term loan
$420.0 million term loan
$425.0 million term loan
Total U.S. dollar denominated floating rate debt
Deferred charges
Total debt
Less: current portion
Movements in 2020 and 2019 are summarized as follows:
(in thousands of $)
Balance at December 31, 2018
Loan repayments
Loan draw downs
Amortization of purchase price adjustment
Capitalization of debt issuance cost, net of amortization
Balance at December 31, 2019
Loan repayments
Loan draw downs
Capitalization of debt issuance cost, net of amortization
Balance at December 31, 2020
2020
304,014
83,888
114,036
142,400
99,661
310,023
—
1,054,022
(8,539)
1,045,483
(87,831)
957,652
2019
—
90,463
125,872
155,355
107,797
320,159
322,502
1,122,148
(8,278)
1,113,870
(87,787)
1,026,083
Fixed
rate debt
167,382
Floating
rate debt
1,185,294
(453,040) (168,195)
389,894
—
—
1,122,148
(390,138)
322,012
—
1,054,022
—
813
—
—
—
—
—
—
Total
Deferred
charges
(3,634) 1,349,042
(621,235)
—
389,894
—
813
—
(4,644)
(4,644)
(8,278) 1,113,870
(390,138)
322,012
(261)
(8,539) 1,045,483
—
—
(261)
New $304.0 million term loan facility
In November 2020, we entered into the $304.0 million term loan and revolving credit facility to refinance our obligations under
$425.0 million credit facility that was scheduled to mature in March 2021. This new loan facility has been entered into with six
reputable shipping banks, five of which were part of the group of banks that financed the $425.0 million credit facility and is
secured by 14 Capesize vessels. The term loan facility of $254.0 million has a tenor of five years and a 20-year age adjusted
repayment profile, carrying an interest cost of LIBOR plus a margin of 2.35%. All tranches under the term loan facility mature
in November 2025, with a balloon payment of $165.2 million. Repayments of term loan are made on a quarterly basis from first
quarter of 2021 onward. Revolving credit facility of $50.0 million is non-amortizing with the maturity date in November 2025.
Commitment fee of 0.94% is payable on any undrawn part of revolving credit facility.
As of December 31, 2020, $304.0 million was outstanding under this facility and there were no available undrawn amounts.
$93.75 million and $131.79 million loan facilities
In May 2019, we entered into two credit facilities, one for $93.75 million and one for $131.79 million, to refinance our
obligations under the three non-recourse loan facilities, $102.7 million credit facility, $73.4 million credit facility and
F-32
$80.2 million credit facility, which financed the 14 vessels acquired from Quintana in 2017. In connection with this refinancing,
we prepaid the outstanding debt under the three non-recourse loan facilities of $222.1 million.
$93.75 million credit facility
This facility has a five-year tenor and a 19-year age adjusted amortization profile. The facility bears interest of LIBOR plus a
margin of 2.15%. Repayments are made on a quarterly basis from third quarter of 2019 onward. All tranches under the facility
mature in second quarter of 2024, with a balloon payment of in total $62.5 million. During 2020, $6.6 million (2019:
$3.3 million) was repaid and there was no available undrawn amount.
$131.79 million credit facility
This facility has a five-year tenor and a 19-year age adjusted amortization profile. The facility bears interest of LIBOR plus a
margin of 2.10%. Repayments are made on a quarterly basis from third quarter of 2019 onward. All tranches under the facility
mature in second quarter of 2024, with a balloon payment of in total $75.6 million. During 2020, $11.8 million (2019:
$5.9 million) was repaid and there was no available undrawn amount.
$155.3 million loan facility
In November 2019, we refinanced our $284.0 million loan facility that financed 15 vessels and was scheduled to mature in
December 2019. A $155.3 million term loan facility was entered into with six reputable shipping banks, five of which were part
of the group of banks that financed the $284.0 million facility. In connection with this refinancing, we prepaid the outstanding
debt under the $284.0 million facility of $155.4 million. This facility bears interest of LIBOR plus a margin of 2.10%.
Repayments are made on a quarterly basis from first quarter of 2020 onward. All tranches under the facility mature in fourth
quarter of 2024, with a balloon payment of in total $93.8 million. During 2020, $13.0 million was repaid and there was no
available undrawn amount.
$120.0 million term loan facility
In May 2018, we entered into a $120.0 million term loan facility to refinance 10 vessels and repay $58.3 million due under the
$34.0 million term loan facility and the $82.5 million term loan facilities with maturity in 2018 and prepay the full outstanding
amounts under our related party seller credit loans of $65.5 million. This facility bears interest of LIBOR plus a margin of
2.25%. Repayments are made on a quarterly basis from third quarter of 2018 onward. All tranches under the facility mature in
April 2025, with a balloon payment of in total $65.1 million. During 2020, $8.1 million (2019: $8.1 million) was repaid and
there was no available, undrawn amount.
$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.
In February 2019, we extended our $420 million term loan facility for 14 vessels by three years from June 2020 to June 2023 at
LIBOR plus a margin of 2.5% and upsized the facility to partially finance the installation of scrubbers on up to 11 vessels. Each
scrubber installation may be financed with up to $3 million in a separate tranche to be repaid over three years, commencing
January 1, 2020.
During 2020, $28.1 million (2019: $20.6 million) was repaid and we drew down $18 million related to our financing of six
scrubber installations (2019: $9 million for three installations). As of December 31, 2020, $310.0 million (2019: $320.2
million) was outstanding under this facility and there was no available, undrawn amount. The facility is secured by 14 (2019:
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.
F-33
In November 2020, we fully repaid the outstanding amounts under the $425.0 million credit facility and drew down on the new
$304.0 million term loan and revolving credit facility. In total, during 2020, $322.5 million (2019: $24.7 million) was repaid.
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 as defined in the loan agreement and a value adjusted equity covenant. Under
our debt facilities, the aggregate value of the collateral vessels shall not fall below 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 $59.8 million of cash and cash equivalents as at December 31,
2020 (December 31, 2019: $64.1 million) and this is classified under cash and cash equivalents. 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, 2020 and December 31, 2019, 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, which was repaid in full on January 30, 2019, had no regular
repayments. 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 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, was amortized over the remaining life of the bond
so as to maintain a constant effective rate so that the convertible bond would have a value of $200 million on maturity, adjusted
for any bond repurchases. In 2018, we acquired a total of $22.4 million (2017: $9.4 million) in nominal value of our
outstanding convertible bond at an average price of 97.96% of par value, reducing the outstanding convertible debt balance with
an aggregate amount of $31.8 million as of December 31, 2018. As a result of these transactions we recognized a loss of $0.6
million in 2018, which was presented under other financial items. During 2019, $0.8 million (2018: $10.0 million) of the fair
value adjustment was amortized and recorded as interest expense.
Deferred charges
Debt issuance costs of $8.5 million at December 31, 2020 (2019: $8.3 million) are presented as a deduction from the carrying
value of our debt.
The outstanding debt as of December 31, 2020 is repayable as follows:
(in thousands of $)
2021
2022
2023
2024
2025
Thereafter
Deferred charges
Assets pledged
F-34
87,831
89,331
307,446
273,065
296,349
—
1,054,022
(8,539)
1,045,483
As of December 31, 2020, 67 vessels (2019: 67 vessels) with an aggregate carrying value of $2,267.7 million (2019: $2,339.9
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, 2020 and 2019
was 2.31% and 2.26%, respectively.
22. ACCRUED EXPENSES
(in thousands of $)
Voyage expenses
Ship operating expenses
Administrative expenses
Tax expenses
Interest expenses
23. OTHER CURRENT LIABILITIES
(in thousands of $)
Deferred charter revenue
Payroll and employee tax accruals
Bunker obligations on time charter out contracts
Other current liabilities
2020
16,785
12,208
695
171
4,691
34,550
2020
25,504
698
435
1,440
28,077
2019
17,997
20,741
1,196
117
4,688
44,739
2019
28,171
714
1,599
11,651
42,135
In 2020, we revised our classification of bunker invoices not received to accrued expenses which in prior periods were included
under other current liabilities. As of December 31, 2019, accrued bunker invoices amounted to $10.9 million and were
presented under other current liabilities.
24. DERIVATIVE INSTRUMENTS PAYABLE AND RECEIVABLE
Our derivative instruments are not designated as hedging instruments and are summarized as follows:
(in thousands of $)
Interest rate swaps
Foreign currency swaps
Bunker derivatives
Forward freight agreements
Asset Derivatives - Fair Value
(in thousands of $)
Interest rate swaps
Foreign currency swaps
Bunker derivatives
Forward freight agreements
Liability Derivatives - Fair Value
2020
—
268
304
—
572
2020
27,558
—
134
—
27,692
2019
1,569
27
25
2,255
3,876
2019
9,259
349
14
833
10,455
During 2020, 2019 and 2018, the following were recognized and presented under “Gain (loss) on derivatives” in the
consolidated statement of comprehensive income:
F-35
(in thousands of $)
Interest rate swaps
Foreign currency swaps
Forward freight agreements
Bunker derivatives
Interest income (expense)
Unrealized fair value gain (loss)
Realized gain (loss)
Unrealized fair value gain (loss)
Realized gain (loss)
Options
Realized gain (loss)
Unrealized fair value gain (loss)
2020
(5,030)
(19,868)
71
519
10,207
(1,313)
(2,193)
157
(17,450)
2019
2,163
(13,114)
(1,139)
1,353
3,245
(2,171)
(635)
338
(9,960)
2018
1,089
4,474
(494)
(59)
1,687
3,592
1,584
(708)
11,165
25. SHARE CAPITAL, TREASURY SHARES AND DIVIDENDS
Authorized share capital:
(in thousands of $ except per share amount)
200 million common shares of $0.05 par value
2020
10,000
2019
10,000
2018
10,000
In September 2018, at our Annual General Meeting ("AGM"), the shareholders approved to increase our authorized share
capital from $7,500,000 divided into 150,000,000 common shares of $0.05 par value to $10,000,000 divided into 200,000,000
common shares of $0.05 par value. The AGM also approved to reduce our share premium account to nil, and to credit the
amount resulting from the reduction to our contributed surplus account. As a result, $472.5 million in additional paid in capital
was reclassified to contributed surplus in 2018.
Issued and outstanding number of shares:
(number of shares of $0.05 each)
Issued shares: Balance at start of year
Shares issued:
- Issue of consideration shares to Hemen
- Settlement of options
Issued shares: Balance at the end of year
2020
2019
2018
144,272,697
144,272,697
142,197,697
—
—
—
—
2,000,000
75,000
144,272,697
144,272,697
144,272,697
Outstanding number of shares: Balance at start of year
143,277,697
143,827,697
142,197,697
Shares issued:
- Repurchases of shares
- Distribution of treasury shares
Outstanding number of shares: Balance at end of year
—
—
2,075,000
—
50,000
143,327,697
(855,000)
305,000
143,277,697
(445,000)
—
143,827,697
With reference to Note 27 Related Party Transactions, we issued 2,000,000 considerations shares in relation to delivery of one
vessel in January 2018. In 2018, we issued in total 75,000 shares and received $0.3 million in proceeds in relation to our 2016
Share Option Plan.
No own shares were acquired in 2020. In 2019 and 2018, we acquired an aggregate of 855,000 and 445,000 of our own shares,
respectively, in open market transactions under our share buy-back program. The shares were acquired on the Oslo Stock
Exchange. As of December 31, 2020, we have repurchased a total of 1,300,000 shares under our share buy-back program, and
following a distribution of 355,000 shares in connection with our 2016 Share Option Plan, we held 945,000 treasury shares
(December 31, 2019: 995,000 treasury shares, December 31, 2018: 445,000 treasury shares).
In 2020, 2019 and 2018, we paid $7.2 million, $46.6 million and $64.9 million in dividends to our shareholders, respectively,
corresponding to a dividend per share of $0.05, $0.33 and $0.45. Refer to "Note 31 Subsequent events" for any subsequent
dividend declarations.
As of December 31, 2020, 143,327,697 common shares were outstanding (December 31, 2019: 143,277,697 common shares,
December 31, 2018: 143,827,697 common shares), which includes an adjustment for treasury shares in 2020 and 2019 of
F-36
945,000 and 995,000, respectively.
26. SHARE OPTIONS
2016 Share Option Plan:
In November 2016, the Board approved the adoption of the 2016 Plan. The 2016 Plan permits share options to be granted to
directors, officers and employees (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 April 24, 2020, 550,000 share options were granted to the Chief Executive Officer of Golden Ocean Management AS in
accordance with the terms of the 2016 Plan. The share options will have a five-year term and vest equally over three years with
a subscription price per share as specified below. The total fair value for share option award is estimated to be $0.8 million.
On September 14, 2020, 275,000 share options were granted to the Chief Financial Officer of Golden Ocean Management AS
in accordance with the terms of the 2016 Plan. The share options will have a five-year term and vest equally over three years
with a subscription price per share as specified below. The total fair value for share option award is estimated to be
$0.4 million.
On November 11, 2020, 275,000 share options were granted to the Chief Commercial Officer of Golden Ocean Management
AS in accordance with the terms of the 2016 Plan. The share options will have a five-year term and vest equally over three
years with a subscription price per share as specified below. The total fair value for share option award is estimated to be
$0.4 million.
Grant date
Tranche 1
Tranche 2
Tranche 3
2020 Grant CEO
April 24, 2020
150,000 of the options are
exercisable on April 6, 2021 at
the earliest, at a subscription
price of NOK 35 per share
150,000 of the options are
exercisable on April 6, 2022 at
the earliest, at a Subscription
Price of NOK 52.50 per share
250,000 of the options are
exercisable on April 6, 2023 at
the earliest, at a Subscription
Price of NOK 70.00 per share
2020 Grant CFO
September 14, 2020
75,000 of the options are
exercisable on September 4,
2021 at the earliest, at a
Subscription Price of NOK 32
per share
75,000 of the options are
exercisable on September 4,
2022 at the earliest, at a
Subscription Price of NOK 48
per share
125,000 of the options are
exercisable on September 4,
2023 at the earliest, at a
Subscription Price of NOK 64
per share
2020 Grant CCO
November 11, 2020
75,000 of the options are
exercisable on December 1, 2021
at the earliest, at a Subscription
Price of NOK 33 per share
75,000 of the options are
exercisable on December 1, 2022
at the earliest, at a Subscription
Price of NOK 49.50 per share
125,000 of the options are
exercisable on December 1, 2023
at the earliest, at a Subscription
Price of NOK 66 per share
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.
Summary of assumptions for share options given in accordance with the terms of the Company's share option scheme
from 2016:
F-37
Grant Date
Expected Term (1)
Expected Volatility (2)
Expected Dividends (3)
Dilution Adjustment (4)
Risk-free Rate (5)
Expected Forfeitures (6)
2016 Grant
2020 Grant CEO
2020 Grant CFO
2020 Grant CCO
November 10, 2016
April 24, 2020
September 14, 2020 November 11, 2020
5 years
5 years
5 years
5 years
71%
Nil
No
1.55 %
Nil
61%
Nil
No
0.27 %
Nil
62%
Nil
No
0.27 %
Nil
61%
Nil
No
0.4 %
Nil
The fair value of all share options listed above was calculated based on the Black-Scholes method. The significant assumptions
used to estimate the fair value of the share options are set out below:
•
Expected Term (1): Given that the exercise price is adjustable for any distribution of dividends
made before the relevant options are exercised and that most of the grants is given to top
management, 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.
•
•
•
•
•
Expected Volatility (2): We used the historical volatility of the common shares to estimate the volatility of the prices of
the shares underlying the share options.
Expected dividends (3): For all share options granted the share options exercise price is adjustable for distribution of
dividend before the share options are exercised. Therefore, dividend protection features are
incorporated to option pricing model by using a zero-dividend yield assumption.
Dilution Adjustment (4): 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 as of
outstanding and no dilution adjustment was incorporated in the valuation model.
respective grant date as an estimate for the risk-free rate to match the expected contractual term
of the share options.
Expected Forfeitures: We expect that there will be no or very limited forfeitures of non-vested shares options during
the terms. This is in line with our historical experience.
The following table summarizes the unvested option activity for the year ended December 31, 2020 and 2019:
Outstanding as of December 31, 2018 -
Unvested
Granted
Exercised
Exercisable
Forfeited
Outstanding as of December 31, 2019 -
Unvested
Granted
Exercised
Exercisable
Forfeited
Outstanding as of December 31, 2020 -
Unvested
Number of options
Management
Total
Weighted
Average Exercise
Price
Weighted Average
Grant date Fair
Value
226,667
—
305,000
240,000
—
—
1,100,000
50,000
190,000
226,667
—
305,000
240,000
—
—
1,100,000
50,000
190,000
$3.75
$3.61
$3.43
—
—
$5.48
$3.38
$3.38
$2.47
$2.47
$2.47
—
—
$1.48
$2.47
$2.47
1,100,000
1,100,000
$5.48
$1.48
The following table summarizes certain information about the options outstanding as of December 31, 2020 and 2019:
F-38
Options Outstanding and Unvested,
December 31, 2020
Options Outstanding and Exercisable,
December 31, 2020
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
$5.48
1,100,000
$5.48
4.55
190,000
$3.38
0
Options Outstanding and Unvested,
December 31, 2019
Options Outstanding and Exercisable,
December 31, 2019
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
$3.43
—
$0.00
0.00
240,000
$3.43
0.00
For the year ended December 31, 2020 and 2019 the share based compensation was $0.3 million and $0.5 million, respectively,
and are included in "Administrative expenses" in the consolidated statement of operations. In 2020, we settled the exercise of
50,000 share options by distributing the same amount of treasury shares. With reference to Note 25, we issued 305,000 shares
in 2019 as a result of the exercise of share options in 2019.
As at December 31, 2020 and 2019, the estimated cost relating to non-vested share options not yet recognized was $1.6 million
and nil, respectively.
27. 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 (referred to as "Frontline"), SFL and Seatankers
Management Co. Ltd and companies affiliated with it (referred to as "Seatankers"). We may also transact business with our
associated companies.
SFL
In April 2015, we agreed to a sale and leaseback transaction with SFL for eight Capesize vessels. These vessels were sold en-
bloc for an aggregate price of $272.0 million. The vessels were delivered to SFL in the third quarter of 2015 and were time
chartered-in by one of our subsidiaries for a period of ten years. We have a purchase option of $112 million en-bloc after ten
years and, if such option is not exercised, SFL will have the option to extend the charters by three years at $14,900 per day.
Refer to Note 11 Operating Leases and Note 18 Finance Leases for additional information related to these contracts.
We are the commercial manager for nine (2019: 14) dry bulk and 16 (2019: 14) container vessels owned and operated by SFL.
Pursuant to the management agreements, we receive $125 per day per vessel for managing four of the nine dry bulk vessels,
$75 per day per vessel for managing three of the nine dry bulk vessels and $37.5 per day per vessel for managing the remaining
two dry bulk vessels (2019: $125 per day for seven and $75 per day for seven, 2018: $125 per day for seven and $75 per day
for seven) and $75 per day per vessel for managing the 16 container vessels (2019: $75 per day per vessel for managing the 14
container vessels, 2018: $75 per day per vessel for managing the 14 container vessels).
Seatankers
We are the commercial manager of 25 (2019: 15) dry bulk vessel owned and operated by Seatankers. Pursuant to the
management agreements, we receive $125 (2019: $125, 2018: $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
F-39
In February 2015, CCL, a joint venture company was incorporated and in January 2016, the joint venture partners, Golden
Ocean, Bocimar International NV, C Transport Holding Ltd and Star Bulk Carriers Corp, entered into a RSA. The purpose of
the joint venture is to combine and coordinate the chartering services of all the parties for their participating Capesize dry bulk
vessels that are intended to trade on the spot market and ultimately achieve improved scheduling ability and with the overall
aim of enhancing economic efficiencies. Each participating vessel owner continues to be responsible for the operating,
accounting and technical management of its respective vessels. As of December 31, 2020, 23 of our Capesize vessels were
included in the RSA.
United Freight Carriers
United Freight Carriers LLC (''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.
SwissMarine
With reference to Note 20, in 2019 we made an equity investment in SwissMarine, a dry bulk freight operator of which we have
determined to have significant influence. In 2019, we provided SwissMarine with a $10.7 million subordinated shareholder
loan, non-amortizing, with a five-year term. The loan bears interests equivalent to the 12-month LIBOR plus a margin of 2%. In
May 2020, the subordinated shareholder loan was partially repaid by SwissMarine. Total repayment amounted to $5.7 million,
which included principal loan amount of $5.4 million and interest of $0.3 million. Outstanding balance of the shareholder loan
from SwissMarine after repayment amounts to $5.3 million.
In addition, we have entered into several time charter agreements with SwissMarine and total time charter revenues from
SwissMarine amounted to $19.5 million in the year ended December 31, 2020.
TFG Marine
With reference to Note 20, in 2020 we made an equity investment in TFG Marine, in which we have determined to have
significant influence. We provided a shareholder loan of $1.0 million to TFG Marine. The loan has a five-year term and bears
interest of LIBOR plus a margin of 7%. We also entered into a bunker supply arrangement with TFG Marine, under which we
have paid $67.5 million to TFG Marine in relation to bunker procurement in 2020. We also issued a $20.0 million guarantee in
respect of the performance of our subsidiaries under a bunker supply arrangement with the joint venture. As of December 31,
2020, there are no exposures under this guarantee. In addition, should TFG Marine be required to provide a parent company
guarantee to its bunker suppliers or finance providers then for any guarantee that is provided by Trafigura and becomes payable,
we shall pay an amount equal to our equity proportion of that amount payable. The maximum liability under this guarantee is
$4.0 million. There are no amounts payable under this guarantee as at December 31, 2020.
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 $27,529 per vessel (2019: $27,928 per vessel). This fee is subject to annual
review.
Ship Management
The ship management of our vessels is provided by external ship managers, except for 20 (2019: 20) vessels, which has been
provided by Seateam, a related party up to October 2020 (please refer to Note 20).
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. We receive services in relation to sales and purchase activities, bunker
procurement and administrative services in relation to the corporate headquarter. We may also provide certain financial
management services to companies with the same main shareholder.
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. The second vessel, Golden Monterrey, was delivered to us
in January 2018 and 2,000,000 shares were issued to satisfy the purchase price.
F-40
With reference to Note 31, in February 2021, we entered into a Heads of Agreement to acquire 18 modern dry bulk vessels for a
total consideration of $752 million from affiliates of Hemen, the Company's largest shareholder.
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%. Also, in connection with the agreements to acquire two Capesize vessels from Hemen in October 2017, we
entered into non-amortizing seller's credit loans of $43.0 million in total with affiliates of Hemen corresponding to 50% of the
purchase price of each vessel. Each loan bore interest at LIBOR plus a margin of 3.00% per annum and with maturity three
years after delivery of each vessel. In 2018 and in connection with our $120.0 million term loan facility, we prepaid the full
outstanding amounts of $65.5 million under our related party seller credit loans.
A summary of net amounts charged by related parties in 2020, 2019 and 2018 is as follows:
(in thousands of $)
Frontline
SFL
Seateam
Seatankers
CCL
Hemen
TFG Marine
2020
3,216
38,459
2,552
31,955
23
—
69,946
146,151
2019
3,402
37,069
3,636
8,708
1,154
—
—
53,969
2018
3,687
29,484
3,783
12,325
62
1,338
—
50,679
Net amounts charged by related parties comprise general management and commercial management fees, charter hire,
settlement with CCL, interest costs and technical supervision fees.
A summary of net amounts charged to related parties in 2020, 2019 and 2018 is as follows:
(in thousands of $)
SFL
Seatankers
Northern Drilling
SwissMarine
CCL
2020
957
954
50
19,528
2,965
24,454
2019
894
665
50
—
—
1,609
2018
793
681
28
—
2,557
4,059
Net amounts charged to related parties mainly comprise commercial management and general management fees and settlement
with CCL.
A summary of related parties income (expense) amounts included into Consolidated Statements of Operations is as follows:
(in thousands of $)
Time charter revenues
Other revenues
Other operating income (expenses)
Voyage expenses and commissions
Ship operating expenses
Charter hire expenses¹
Administrative expenses
Interest on credit facilities
2020
19,528
1,961
2,965
(69,946)
(11,574)
(63,468)
(1,163)
—
2019
—
1,609
(1,154)
—
(5,758)
(45,777)
(1,280)
—
(121,697)
(52,360)
2018
—
1,502
2,557
—
(6,091)
(41,809)
(1,441)
(1,338)
(46,620)
F-41
1) Including charter hire expenses for SFL leases which is subsequently credited to Depreciation and Interest expense
A summary of balances due from related parties as of December 31, 2020 and 2019 is as follows:
(in thousands of $)
Frontline
UFC
SwissMarine
Seatankers
2020
—
3
—
—
3
A summary of short-term balances owed to related parties as of December 31, 2020 and 2019 is as follows:
(in thousands of $)
CCL
Frontline
Seatankers
SFL
TFG Marine
Other
Credit loss allowance
2020
1,440
322
60
—
2,424
588
31
4,865
2019
3,886
—
1,294
5,180
2019
2,060
1,284
—
618
—
8
—
3,970
As at December 31, 2020 and December 31, 2019, receivables and payables with related parties mainly comprise unpaid fees
for services rendered from and to related parties. In addition to the balances stated above, we have recorded operating lease
liabilities and finance lease liabilities related to the eight vessels chartered from SFL. Refer to Note 11 Operating Leases and
Note 18 Finance Leases for additional information.
Hemen owned $124.4 million of the Convertible Bond which was fully repaid at maturity in January 2019. In 2018, we issued
an aggregate of 2,000,000 shares to Hemen in connection with a vessel acquisition.
We have periodically issued share options as disclosed in Notes 26 of these consolidated financial statements.
28. 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, 2020, we have interest rate swaps whereby the floating rate on a notional principal amount of $500 million (December 31,
2019: $500 million) are swapped to fixed rate. Credit risk exists to the extent that the counter parties are unable to perform
under the swap contracts but this risk is considered remote as the counter parties are well established banks, which may also
participate in loan facilities to which the interest rate swaps are related.
Our interest rate swap contracts as at December 31, 2020 of which none are designated as hedging instruments are summarized
as follows:
F-42
(in thousands of $)
Receiving floating, pay fixed
Receiving floating, pay fixed
Receiving floating, pay fixed
Receiving floating, pay fixed
Receiving floating, pay fixed
Receiving floating, pay fixed
Receiving floating, pay fixed
Receiving floating, pay fixed
Receiving floating, pay fixed
Notional Amount
50,000
50,000
50,000
50,000
50,000
50,000
100,000
50,000
50,000
500,000
Inception Date
February 2017
April 2017
August 2017
August 2017
August 2019
September 2019
October 2019
March 2020
March 2020
Maturity Date
February 2022
April 2022
August 2025
August 2025
August 2024
September 2024
October 2025
March 2027
March 2027
Fixed Interest Rate
1.90 %
1.86 %
2.41 %
2.58 %
1.39 %
1.29 %
2.51 %
0.94 %
0.74 %
Forward freight agreements
We take positions from time to time in the freight forward market, either as a hedge to a physical contract or as a speculative
position. All such contracts are cleared through what we consider reputable clearing houses. Credit risk exists to the extent that
our counterparties are unable to perform under the FFA contracts but this risk is considered remote as well as participants post
collateral security for their positions.
As of December 31, 2020, we had short positions through FFA of net 195 days with maturity in 2021 and we had long positions
of net 180 days with maturity in 2022.
Bunker derivatives
We enter into cargo contracts from time to time. We are therefore exposed to fluctuations in bunker prices, as the cargo contract
price is based on an assumed bunker price for the trade. To hedge the risk of fluctuating bunker prices, we sometimes enter into
bunker swap agreements. 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 bunker contracts but this risk is considered remote as the counter parties are usually what we consider well
established banks or other well-known institutions in the market.
As of December 31, 2020 and December 31, 2019, we had outstanding bunker swap agreements for about 2.9 thousand and 4.2
thousand metric tonnes, respectively.
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 for personnel costs and administrative expenses, and Euro for some of our scrubber equipment investments. 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. Due to the exposure of currency fluctuations we may enter into foreign currency swaps to
mitigate such risk exposures. The counterparties to such contracts are what we consider 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 what we consider well established banks.
As of December 31, 2020, we had contracts to swap USD to NOK for a notional amount of $1.5 million. As of December 31,
2019, we had contracts to swap USD to NOK for a notional amount of $2.6 million in addition to contracts to swap USD to
EUR for a notional of $6.1 million.
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;
F-43
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, 2020 and December 31, 2019 are as
follows:
(in thousands of $)
Assets
Cash and cash equivalents
Restricted cash
Marketable securities
Related party shareholder loans
Derivative assets
Liabilities
Long term debt - floating
Derivative liabilities
2020
Fair
Value
2020
Carrying
Value
2019
Fair
Value
2019
Carrying
Value
153,093
22,009
3,684
6,228
572
153,093
22,009
3,684
6,228
572
153,060
153,060
10,185
13,861
10,700
3,876
10,185
13,861
10,700
3,876
1,054,022
1,054,022
1,122,148
1,122,148
27,692
27,692
10,455
10,455
Level
1
1
1
2
2
2
2
There have been no transfers between different levels in the fair value hierarchy in 2020 and 2019.
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
•
•
•
•
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.
Shareholder loans - the carrying value in the balance sheet approximates the fair value since it bears a variable interest
rate, which is reset on an annual 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.
Assets Measured at Fair Value on a Nonrecurring Basis
During the year ended December 31, 2020, the value of the Golden Shea, a Panamax vessel, classified as held for sale, was
measured at fair value. The fair value was based on level three inputs and the expected market values based on sales
agreements.
During the year ended December 31, 2020, our right of use assets were impaired and accordingly measured at fair value on a
nonrecurring basis. The fair value was based on level three inputs. As at March 31, 2020, at the time when impairment tests
were performed, operating lease right of use assets were measured at a combined fair value of $119.3 million and finance lease
right of use assets were measured at a combined fair value of $25.0 million. The fair value of right of use assets is derived on an
asset by asset basis by estimating the future undiscounted cash flows from the right of use assets earned over the remaining
lease term of our operating and finance leases.
In calculating discounted cash flows, we must make significant assumptions related to future charter rates, additional earnings
due to scrubber installations, ship operating expenses, utilization and drydocking requirements. All of these assumptions are
significant unobservable inputs based on historical trends as well as future expectations. Specifically, in estimating future
charter rates, management takes into consideration rates currently in effect for existing time charters and estimated daily time
charter equivalent rates for each vessel class for the number of days over the remaining lease term. The estimated daily time
charter equivalent rates used are based on a combination of (i) forward freight market rates and (ii) an estimate of implied
charter rates based on the broker values received from third party brokers. The implied rate is a calculated rate for each vessel
based on the charter rate the vessel would need to achieve, given our estimated future operating costs and discount factors that
F-44
once discounted would equate to the average broker values. Benefits from scrubber installations are calculated based on
expected bunker fuel cost savings and estimated consumption per year. We then use the resultant undiscounted cash flows in
our model. Recognizing that the transportation of dry bulk cargoes is cyclical and subject to significant volatility based on
factors beyond our control, management believes the use of estimates based on the combination of internally forecasted rates
and calculated average rates as of the reporting date to be reasonable. Estimated outflows for operating expenses and
drydocking requirements are based on historical and budgeted costs and are adjusted for assumed inflation. Finally, utilization
is based on historical levels achieved.
At March 31, 2020, at the date of impairment tests, significant unobservable inputs were as follows:
Significant unobservable input
Range (all vessels)
Weighted average
Forward freight market rates adjusted for scrubber earnings
$8,554 to $15,419 per day
$15,044 per day
Implied charter rates adjusted for scrubber earnings
$12,715 to $15,584 per day
$13,857 per day
Ship operating expenses per day, including drydocking costs
$5,328 to $7,754 per day
$6,918 per day
Offhire
1 to 38 days per year
5.61 days per year
The weighted average was calculated by weighting the data based on fair value of vessels.
During the year ended December 31, 2019, none of our assets were measured at fair value on a nonrecurring basis.
Assets Measured at Fair Value on a Recurring Basis
Marketable securities are equity securities in Eneti Inc. and for which the fair value as at the balance sheet date is the aggregate
market value based on quoted market prices (level 1).
The fair value (level 2) of interest rate swap, currency swap, bunker and freight derivative 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 SEB and DNB. 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.
29. COMMITMENTS AND CONTINGENCIES
We insure 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.
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.
As of December 31, 2020, we have seven vessels held under finance lease and four vessels held under operating lease. Refer to
Note 11 Operating Leases and Note 18 Finance Leases for additional information.
We sold eight vessels to SFL in 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, SFL will have the option to extend the
charters by three years at $14,900 per day.
As of December 31, 2020, the Company had no material firm capital commitments.
With reference to Note 20 Equity Method Investments and the joint venture company between us, Frontline and companies in
the Trafigura Group, we issued a $20 million guarantee in respect of the performance of our subsidiaries under a bunker supply
F-45
arrangement with the joint venture. As of December 31, 2020, there are no exposures under this guarantee. In addition, should
TFG Marine be required to provide a parent company guarantee to its bunker suppliers or finance providers then for any
guarantee that is provided by Trafigura and becomes payable, we shall pay an amount equal to its equity proportion of that
amount payable. The maximum liability under this guarantee is $4.0 million. There are no amounts payable under this
guarantee as of December 31, 2020.
30. SUPPLEMENTAL INFORMATION
In 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. In January 2018, we took delivery of the
second Capesize vessel 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.
31. SUBSEQUENT EVENTS
In January 2021, we entered into an agreement to sell the Golden Saguenay, a Panamax vessel, to an unrelated third party for
$8.4 million. The vessel is expected to be delivered to its new owners in the second quarter of 2021 and the total estimated net
cash flow from the transaction is expected to be approximately $2.9 million. We expect to record an impairment of
approximately $4.2 million from the sale in the first quarter of 2021.
On February 16, 2021, we repaid the outstanding balance of $50.0 million on the $50.0 million revolving credit facility under
the $304.0 million term loan and revolving credit facility. The facility is available to be redrawn in its full amount at our
convenience.
In February 2021, we entered into a binding Heads of Agreement to acquire 18 modern dry bulk vessels for a total
consideration of $752 million. The transaction will be financed by $338 million in new equity capital. The vessels will be
acquired from affiliates of Hemen, the Company's largest shareholder. Affiliates of Hemen also agree to provide a $414 million
debt facility, representing the balance of the purchase price, with an 18-month tenor. The loan will bear an interest rate of
LIBOR plus a margin of 2.35% and shall be repaid in accordance with a 17-year linear repayment profile. The loan facility is
contemplated to be refinanced on favorable terms in the international debt market after completion of the transaction.
Notwithstanding the foregoing, the closing of the acquisition is subject to customary conditions to closing and entry into final
binding loan agreements and other documentation, substantially in accordance with the Heads of Agreement we have entered
into.
In February 2021, we completed a Private Placement, which raised gross proceeds of NOK 2,873 million, or approximately
$338 million through the placing of 54,207,547 new shares at a subscription price of NOK 53.00 per offer share. Hemen
subscribed for 27,103,773 new shares, equivalent to $169 million. Following issuance of the shares, the Company will have
198,480,244 issued common shares each having a par value of $0.05.
There continues to be economic uncertainty relating to COVID-19 pandemic, the effect of this uncertainty remains unknown
and can have a negative impact on our cash flows if market spot rates decrease to levels below our average cash break-even
rates.
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