¨
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
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
|
SCORPIO TANKERS INC.
|
(Exact name of Registrant as specified in its charter)
|
|
(Translation of Registrant’s name into English)
|
|
Republic of the Marshall Islands
|
(Jurisdiction of incorporation or organization)
|
|
9, Boulevard Charles III Monaco 98000
|
(Address of principal executive offices)
|
|
Mr. Emanuele Lauro
|
+377-9798-5716
|
investor.relations@scorpiotankers.com
|
9, Boulevard Charles III Monaco 98000
|
(Name, Telephone, E-mail and/or Facsimile, and address of Company Contact Person)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common stock, par value $0.01 per share
|
|
New York Stock Exchange
|
6.75% Senior Notes due 2020
|
|
New York Stock Exchange
|
8.25% Senior Notes due 2019
|
|
New York Stock Exchange
|
NONE
|
(Title of class)
|
NONE
|
(Title of class)
|
Yes
|
X
|
|
No
|
|
|
|
|
|
|
Yes
|
|
|
No
|
X
|
|
|
|
|
|
Yes
|
X
|
|
No
|
|
|
|
|
|
|
Yes
|
X
|
|
No
|
|
|
|
|
|
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
|
|
Emerging growth company
¨
|
|
|
U.S. GAAP
|
X
|
|
International Financial Reporting Standards as issued by the International Accounting Standards Board
|
|
|
Other
|
|
Item 17
|
|
|
Item 18
|
Yes
|
|
|
No
|
X
|
|
|
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
25
|
|
|
|
55
|
|
|
|
56
|
|
|
|
115
|
|
|
|
123
|
|
|
|
129
|
|
|
|
131
|
|
|
|
132
|
|
|
|
144
|
|
|
|
145
|
|
|
|
146
|
|
|
|
146
|
|
|
|
146
|
|
|
|
146
|
|
|
|
147
|
|
|
|
147
|
|
|
|
147
|
|
|
|
147
|
|
|
|
148
|
|
|
|
148
|
|
|
|
148
|
|
|
|
148
|
|
|
|
149
|
|
|
|
149
|
|
|
|
149
|
|
|
|
150
|
|
•
|
the strength of world economies and currencies;
|
•
|
general market conditions, including the market for our vessels, fluctuations in spot and charter rates and vessel values;
|
•
|
availability of financing and refinancing;
|
•
|
potential liability from pending or future litigation;
|
•
|
general domestic and international political conditions;
|
•
|
potential disruption of shipping routes due to accidents or political events;
|
•
|
vessels breakdowns and instances of off-hires;
|
•
|
competition within our industry;
|
•
|
the supply of and demand for vessels comparable to ours;
|
•
|
corruption, piracy, militant activities, political instability, terrorism, ethnic unrest in locations where we may operate;
|
•
|
delays and cost overruns in construction projects;
|
•
|
our level of indebtedness;
|
•
|
our ability to obtain financing and to comply with the restrictive and other covenants in our financing arrangements;
|
•
|
our need for cash to meet our debt service obligations;
|
•
|
our levels of operating and maintenance costs, including bunker prices, drydocking and insurance costs;
|
•
|
our ability to successfully identify, consummate, integrate, and realize the expected benefits from acquisitions, including our acquisition of Navig8 Product Tankers Inc., or NPTI;
|
•
|
risks relating to the integration of the operations of NPTI and the possibility that the anticipated synergies and other benefits of the acquisition of NPTI will not be realized or will not be realized within the expected timeframe;
|
•
|
availability of skilled workers and the related labor costs;
|
•
|
compliance with governmental, tax, environmental and safety regulation;
|
•
|
any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 (FCPA) or other applicable regulations relating to bribery;
|
•
|
general economic conditions and conditions in the oil and natural gas industry;
|
•
|
effects of new products and new technology in our industry;
|
•
|
the failure of counterparties to fully perform their contracts with us;
|
•
|
our dependence on key personnel;
|
•
|
adequacy of insurance coverage;
|
•
|
our ability to obtain indemnities from customers;
|
•
|
changes in laws, treaties or regulations applicable to us;
|
•
|
the volatility of the price of our common shares and our other securities; and
|
•
|
other factors described from time to time in the report we file and furnish with the U.S. Securities and Exchange Commission, or the SEC.
|
|
For the year ended December 31,
|
||||||||||||||||||
In thousands of U.S. dollars except per share and share data
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Consolidated income statement data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vessel revenue
|
$
|
512,732
|
|
|
$
|
522,747
|
|
|
$
|
755,711
|
|
|
$
|
342,807
|
|
|
$
|
207,580
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Vessel operating costs
|
(231,227
|
)
|
|
(187,120
|
)
|
|
(174,556
|
)
|
|
(78,823
|
)
|
|
(40,204
|
)
|
|||||
Voyage expenses
|
(7,733
|
)
|
|
(1,578
|
)
|
|
(4,432
|
)
|
|
(7,533
|
)
|
|
(4,846
|
)
|
|||||
Charterhire
|
(75,750
|
)
|
|
(78,862
|
)
|
|
(96,865
|
)
|
|
(139,168
|
)
|
|
(115,543
|
)
|
|||||
Depreciation
|
(141,418
|
)
|
|
(121,461
|
)
|
|
(107,356
|
)
|
|
(42,617
|
)
|
|
(23,595
|
)
|
|||||
General and administrative expenses
|
(47,511
|
)
|
|
(54,899
|
)
|
|
(65,831
|
)
|
|
(48,129
|
)
|
|
(25,788
|
)
|
|||||
Write down of vessels held for sale and net loss on sales of vessels
|
(23,345
|
)
|
|
(2,078
|
)
|
|
(35
|
)
|
|
(3,978
|
)
|
|
(21,187
|
)
|
|||||
Write-off of vessel purchase options
|
—
|
|
|
—
|
|
|
(731
|
)
|
|
—
|
|
|
—
|
|
|||||
Merger transaction related costs
|
(36,114
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Bargain purchase gain
|
5,417
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of VLGCs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,375
|
|
|||||
Gain on sale of VLCCs
|
—
|
|
|
—
|
|
|
—
|
|
|
51,419
|
|
|
—
|
|
|||||
Gain on sale of Dorian shares
|
—
|
|
|
—
|
|
|
1,179
|
|
|
10,924
|
|
|
—
|
|
|||||
Re-measurement of investment in Dorian
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,895
|
)
|
|
—
|
|
|||||
Total operating expenses
|
(557,681
|
)
|
|
(445,998
|
)
|
|
(448,627
|
)
|
|
(271,800
|
)
|
|
(189,788
|
)
|
|||||
Operating (loss) / income
|
(44,949
|
)
|
|
76,749
|
|
|
307,084
|
|
|
71,007
|
|
|
17,792
|
|
|||||
Other (expense) and income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Financial expenses
|
(116,240
|
)
|
|
(104,048
|
)
|
|
$
|
(89,596
|
)
|
|
(20,770
|
)
|
|
(2,705
|
)
|
||||
Realized (loss) / gain on derivative financial instruments
|
(116
|
)
|
|
—
|
|
|
55
|
|
|
17
|
|
|
3
|
|
|||||
Unrealized gain / (loss) on derivative financial instruments
|
—
|
|
|
1,371
|
|
|
(1,255
|
)
|
|
264
|
|
|
567
|
|
|||||
Financial income
|
1,538
|
|
|
1,213
|
|
|
145
|
|
|
203
|
|
|
1,147
|
|
|||||
Share of income from associate
|
—
|
|
|
—
|
|
|
—
|
|
|
1,473
|
|
|
369
|
|
|||||
Other expenses, net
|
1,527
|
|
|
(188
|
)
|
|
1,316
|
|
|
(103
|
)
|
|
(158
|
)
|
|||||
Total other expense, net
|
(113,291
|
)
|
|
(101,652
|
)
|
|
(89,335
|
)
|
|
(18,916
|
)
|
|
(777
|
)
|
|||||
Net (loss) / income
|
$
|
(158,240
|
)
|
|
$
|
(24,903
|
)
|
|
$
|
217,749
|
|
|
$
|
52,091
|
|
|
$
|
17,015
|
|
(Loss) / earnings per common share:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic (loss) / earnings per share
|
$
|
(0.73
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
1.35
|
|
|
$
|
0.30
|
|
|
$
|
0.12
|
|
Diluted (loss) / earnings per share
|
$
|
(0.73
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
1.20
|
|
|
$
|
0.30
|
|
|
$
|
0.11
|
|
Cash dividends declared per common share
|
$
|
0.040
|
|
|
$
|
0.500
|
|
|
$
|
0.495
|
|
|
$
|
0.390
|
|
|
$
|
0.130
|
|
Basic weighted average shares outstanding
|
215,333,402
|
|
|
161,118,654
|
|
|
161,436,449
|
|
|
171,851,061
|
|
|
146,504,055
|
|
|||||
Diluted weighted average shares outstanding
|
215,333,402
|
|
|
161,118,654
|
|
|
199,739,326
|
|
|
176,292,802
|
|
|
148,339,378
|
|
|
As of December 31,
|
||||||||||||||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Balance sheet data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
186,462
|
|
|
$
|
99,887
|
|
|
$
|
200,970
|
|
|
$
|
116,143
|
|
|
$
|
78,845
|
|
Vessels and drydock
|
4,090,094
|
|
|
2,913,254
|
|
|
3,087,753
|
|
|
1,971,878
|
|
|
530,270
|
|
|||||
Vessels under construction
|
55,376
|
|
|
137,917
|
|
|
132,218
|
|
|
404,877
|
|
|
649,526
|
|
|||||
Total assets
|
4,498,376
|
|
|
3,230,187
|
|
|
3,523,455
|
|
|
2,804,643
|
|
|
1,646,676
|
|
|||||
Current and non-current debt
(2)
|
2,767,193
|
|
|
1,882,681
|
|
|
2,049,989
|
|
|
1,571,522
|
|
|
167,129
|
|
|||||
Shareholders’ equity
|
1,685,301
|
|
|
1,315,200
|
|
|
1,413,885
|
|
|
1,162,848
|
|
|
1,450,723
|
|
|
For the year ended December 31,
|
||||||||||||||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Cash flow data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash inflow/(outflow)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating activities
|
$
|
41,801
|
|
|
$
|
178,511
|
|
|
$
|
391,975
|
|
|
$
|
93,916
|
|
|
$
|
(5,655
|
)
|
Investing activities
|
(159,923
|
)
|
|
31,333
|
|
|
(703,418
|
)
|
|
(1,158,234
|
)
|
|
(935,101
|
)
|
|||||
Financing activities
|
204,697
|
|
|
(310,927
|
)
|
|
396,270
|
|
|
1,101,616
|
|
|
932,436
|
|
(1)
|
Basic (loss) / earnings per share is calculated by dividing the net (loss) / income attributable to equity holders of the parent by the weighted average number of common shares outstanding. Diluted (loss) / earnings per share is calculated by adjusting the net (loss) / income attributable to equity holders of the parent and the weighted average number of common shares used for calculating basic earnings per share for the effects of all potentially dilutive shares. Such potentially dilutive common shares are excluded when the effect would be to increase earnings per share or reduce a loss per share.
|
(2)
|
Current and non-current debt as of December 31, 2017, 2016, 2015, 2014 and 2013 is shown net of unamortized deferred financing fees of $36.2 million, $37.4 million, $55.8 million, $47.1 million and $2.4 million, respectively.
|
|
For the year ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Average Daily Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
TCE per day
(1)
|
$
|
13,146
|
|
|
$
|
15,783
|
|
|
$
|
23,163
|
|
|
$
|
15,935
|
|
|
$
|
14,369
|
|
Vessel operating costs per day
(2)
|
6,559
|
|
|
6,576
|
|
|
6,564
|
|
|
6,802
|
|
|
6,781
|
|
|||||
LR2/Aframax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
TCE per revenue day
(1)
|
14,849
|
|
|
20,280
|
|
|
30,544
|
|
|
18,621
|
|
|
12,718
|
|
|||||
Vessel operating costs per day
(2)
|
6,705
|
|
|
6,734
|
|
|
6,865
|
|
|
6,789
|
|
|
8,203
|
|
|||||
LR1/Panamax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
TCE per revenue day
(1)
|
11,409
|
|
|
17,277
|
|
|
21,804
|
|
|
16,857
|
|
|
12,599
|
|
|||||
Vessel operating costs per day
(2)(4)
|
7,073
|
|
|
—
|
|
|
8,440
|
|
|
8,332
|
|
|
7,756
|
|
|||||
MR
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
TCE per revenue day
(1)
|
12,975
|
|
|
14,898
|
|
|
21,803
|
|
|
15,297
|
|
|
16,546
|
|
|||||
Vessel operating costs per day
(2)
|
6,337
|
|
|
6,555
|
|
|
6,461
|
|
|
6,580
|
|
|
6,069
|
|
|||||
Handymax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
TCE per revenue day
(1)
|
11,706
|
|
|
12,615
|
|
|
19,686
|
|
|
14,528
|
|
|
12,862
|
|
|||||
Vessel operating costs per day
(2)
|
6,716
|
|
|
6,404
|
|
|
6,473
|
|
|
6,704
|
|
|
6,852
|
|
|||||
Fleet data
(3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average number of owned or finance leased vessels
|
88.0
|
|
|
77.7
|
|
|
72.7
|
|
|
31.6
|
|
|
15.9
|
|
|||||
Average number of time chartered-in vessels
|
10.3
|
|
|
12.7
|
|
|
16.9
|
|
|
26.3
|
|
|
22.9
|
|
|||||
Average number of bareboat chartered-in vessels
|
8.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Drydock
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Expenditures for drydock (in thousands of U.S. dollars)
|
$
|
6,353
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,290
|
|
|
$
|
—
|
|
(1)
|
Freight rates are commonly measured in the shipping industry in terms of time charter equivalent, or TCE (a non-IFRS measure), per revenue day. Vessels in the pool and on time charter do not incur significant voyage expenses; therefore, the revenue for pool vessels and time charter vessels is approximately the same as their TCE revenue. Please see “Item 5. Operating and Financial Review and Prospects- Important Financial and Operational Terms and Concepts” for a discussion of TCE revenue, revenue days and voyage expenses and "Item 5. Operating and Financial Review and Prospects - A. Operating Results" for a reconciliation of TCE revenue to vessel revenue.
|
(2)
|
Vessel operating costs per day represent vessel operating costs, as such term is defined in “Item 5. Operating and Financial Review and Prospects-Important Financial and Operational Terms and Concepts,” divided by the number of days the vessel is owned, finance leased or bareboat chartered-in during the period.
|
(3)
|
For a definition of items listed under “Fleet Data,” please see the section of this annual report entitled “Item 5. Operating and Financial Review and Prospects.”
|
(4)
|
We did not own, finance lease or bareboat charter-in any LR1/Panamax vessels in 2016.
|
•
|
supply and demand for energy resources and oil and petroleum products;
|
•
|
regional availability of refining capacity and inventories;
|
•
|
global and regional economic and political conditions, including armed conflicts, terrorist activities, and strikes;
|
•
|
the distance over which oil and oil products are to be moved by sea;
|
•
|
changes in seaborne and other transportation patterns;
|
•
|
environmental and other legal and regulatory developments;
|
•
|
weather and natural disasters;
|
•
|
competition from alternative sources of energy; and
|
•
|
international sanctions, embargoes, import and export restrictions, nationalizations and wars.
|
•
|
supply and demand for energy resources and oil and petroleum products;
|
•
|
the number of newbuilding orders and deliveries, including slippage in deliveries;
|
•
|
the number of shipyards and ability of shipyards to deliver vessels;
|
•
|
the scrapping rate of older vessels;
|
•
|
conversion of tankers to other uses;
|
•
|
the number of product tankers trading crude or "dirty" oil products (such as fuel oil);
|
•
|
the number of vessels that are out of service, namely those that are laid up, drydocked, awaiting repairs
|
•
|
environmental concerns and regulations;
|
•
|
product imbalances (affecting the level of trading activity);
|
•
|
developments in international trade, including refinery additions and closures;
|
•
|
port or canal congestion; and
|
•
|
speed of vessel operation.
|
•
|
\
pay dividends and make capital expenditures if we do not repay amounts drawn under our debt facilities or if there is another default under our debt facilities;
|
•
|
incur additional indebtedness, including the issuance of guarantees;
|
•
|
create liens on our assets;
|
•
|
change the flag, class or management of our vessels or terminate or materially amend the management agreement relating to each vessel;
|
•
|
sell our vessels;
|
•
|
merge or consolidate with, or transfer all or substantially all our assets to, another person; or
|
•
|
enter into a new line of business.
|
|
Vessel Name
|
|
Year Built
|
|
DWT
|
|
Ice class
|
|
Employment
|
|
Vessel type
|
|
|
|
|
|
|
|
||||
|
Owned or finance leased vessels
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
1
|
|
STI Brixton
|
|
2014
|
|
38,734
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
|
|
|
|
|
|
||
2
|
|
STI Comandante
|
|
2014
|
|
38,734
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
|
|
|
|
|
|
||
3
|
|
STI Pimlico
|
|
2014
|
|
38,734
|
|
|
1A
|
|
Time Charter (5)
|
|
Handymax
|
|
|
|
|
|
|
|
||
4
|
|
STI Hackney
|
|
2014
|
|
38,734
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
|
|
|
|
|
|
||
5
|
|
STI Acton
|
|
2014
|
|
38,734
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
|
|
|
|
|
|
||
6
|
|
STI Fulham
|
|
2014
|
|
38,734
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
|
|
|
|
|
|
||
7
|
|
STI Camden
|
|
2014
|
|
38,734
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
|
|
|
|
|
|
||
8
|
|
STI Battersea
|
|
2014
|
|
38,734
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
|
|
|
|
|
|
||
9
|
|
STI Wembley
|
|
2014
|
|
38,734
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
|
|
|
|
|
|
||
10
|
|
STI Finchley
|
|
2014
|
|
38,734
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
|
|
|
|
|
|
||
11
|
|
STI Clapham
|
|
2014
|
|
38,734
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
|
|
|
|
|
|
||
12
|
|
STI Poplar
|
|
2014
|
|
38,734
|
|
|
1A
|
|
Time Charter (5)
|
|
Handymax
|
|
|
|
|
|
|
|
||
13
|
|
STI Hammersmith
|
|
2015
|
|
38,734
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
|
|
|
|
|
|
||
14
|
|
STI Rotherhithe
|
|
2015
|
|
38,734
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
|
|
|
|
|
|
||
15
|
|
STI Amber
|
|
2012
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
16
|
|
STI Topaz
|
|
2012
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
17
|
|
STI Ruby
|
|
2012
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
18
|
|
STI Garnet
|
|
2012
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
19
|
|
STI Onyx
|
|
2012
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
20
|
|
STI Fontvieille
|
|
2013
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
21
|
|
STI Ville
|
|
2013
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
22
|
|
STI Duchessa
|
|
2014
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
23
|
|
STI Opera
|
|
2014
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
24
|
|
STI Texas City
|
|
2014
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
25
|
|
STI Meraux
|
|
2014
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
26
|
|
STI San Antonio
|
|
2014
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
27
|
|
STI Venere
|
|
2014
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
28
|
|
STI Virtus
|
|
2014
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
29
|
|
STI Aqua
|
|
2014
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
30
|
|
STI Dama
|
|
2014
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
31
|
|
STI Benicia
|
|
2014
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
32
|
|
STI Regina
|
|
2014
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
33
|
|
STI St. Charles
|
|
2014
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
34
|
|
STI Mayfair
|
|
2014
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
35
|
|
STI Yorkville
|
|
2014
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
36
|
|
STI Milwaukee
|
|
2014
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
37
|
|
STI Battery
|
|
2014
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
38
|
|
STI Soho
|
|
2014
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
39
|
|
STI Memphis
|
|
2014
|
|
49,995
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
40
|
|
STI Tribeca
|
|
2015
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
41
|
|
STI Gramercy
|
|
2015
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
42
|
|
STI Bronx
|
|
2015
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
43
|
|
STI Pontiac
|
|
2015
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
44
|
|
STI Manhattan
|
|
2015
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
45
|
|
STI Queens
|
|
2015
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
46
|
|
STI Osceola
|
|
2015
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
47
|
|
STI Notting Hill
|
|
2015
|
|
49,687
|
|
|
1B
|
|
Time Charter (6)
|
|
MR
|
|
|
|
|
|
|
|
||
48
|
|
STI Seneca
|
|
2015
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
49
|
|
STI Westminster
|
|
2015
|
|
49,687
|
|
|
1B
|
|
Time Charter (6)
|
|
MR
|
|
|
|
|
|
|
|
||
50
|
|
STI Brooklyn
|
|
2015
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
51
|
|
STI Black Hawk
|
|
2015
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
52
|
|
STI Galata
|
|
2017
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
53
|
|
STI Bosphorus
|
|
2017
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
54
|
|
STI Leblon
|
|
2017
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
55
|
|
STI La Boca
|
|
2017
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
56
|
|
STI San Telmo
|
|
2017
|
|
49,990
|
|
|
1B
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
57
|
|
STI Donald C Trauscht
|
|
2017
|
|
49,990
|
|
|
1B
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
58
|
|
STI Esles II
|
|
2018
|
|
49,990
|
|
|
1B
|
|
SMRP (2)
|
|
MR
|
|
|
|
|
|
|
|
||
59
|
|
STI Jardins
|
|
2018
|
|
49,990
|
|
|
1B
|
|
Spot (7)
|
|
MR
|
|
|
|
|
|
|
|
||
60
|
|
STI Excel
|
|
2015
|
|
74,000
|
|
|
—
|
|
SLR1P (3)
|
|
LR1
|
|
|
|
|
|
|
|
||
61
|
|
STI Excelsior
|
|
2016
|
|
74,000
|
|
|
—
|
|
SLR1P (3)
|
|
LR1
|
|
|
|
|
|
|
|
||
62
|
|
STI Expedite
|
|
2016
|
|
74,000
|
|
|
—
|
|
SLR1P (3)
|
|
LR1
|
|
|
|
|
|
|
|
||
63
|
|
STI Exceed
|
|
2016
|
|
74,000
|
|
|
—
|
|
SLR1P (3)
|
|
LR1
|
|
|
|
|
|
|
|
64
|
|
STI Executive
|
|
2016
|
|
74,000
|
|
|
—
|
|
SLR1P (3)
|
|
LR1
|
|
|
|
|
|
|
|
||
65
|
|
STI Excellence
|
|
2016
|
|
74,000
|
|
|
—
|
|
SLR1P (3)
|
|
LR1
|
|
|
|
|
|
|
|
||
66
|
|
STI Experience
|
|
2016
|
|
74,000
|
|
|
—
|
|
SLR1P (3)
|
|
LR1
|
|
|
|
|
|
|
|
||
67
|
|
STI Express
|
|
2016
|
|
74,000
|
|
|
—
|
|
SLR1P (3)
|
|
LR1
|
|
|
|
|
|
|
|
||
68
|
|
STI Precision
|
|
2016
|
|
74,000
|
|
|
—
|
|
SLR1P (3)
|
|
LR1
|
|
|
|
|
|
|
|
||
69
|
|
STI Prestige
|
|
2016
|
|
74,000
|
|
|
—
|
|
SLR1P (3)
|
|
LR1
|
|
|
|
|
|
|
|
||
70
|
|
STI Pride
|
|
2016
|
|
74,000
|
|
|
—
|
|
SLR1P (3)
|
|
LR1
|
|
|
|
|
|
|
|
||
71
|
|
STI Providence
|
|
2016
|
|
74,000
|
|
|
—
|
|
SLR1P (3)
|
|
LR1
|
|
|
|
|
|
|
|
||
72
|
|
STI Elysees
|
|
2014
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
73
|
|
STI Madison
|
|
2014
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
74
|
|
STI Park
|
|
2014
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
75
|
|
STI Orchard
|
|
2014
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
76
|
|
STI Sloane
|
|
2014
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
77
|
|
STI Broadway
|
|
2014
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
78
|
|
STI Condotti
|
|
2014
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
79
|
|
STI Rose
|
|
2015
|
|
109,999
|
|
|
—
|
|
Time Charter (8)
|
|
LR2
|
|
|
|
|
|
|
|
||
80
|
|
STI Veneto
|
|
2015
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
81
|
|
STI Alexis
|
|
2015
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
82
|
|
STI Winnie
|
|
2015
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
83
|
|
STI Oxford
|
|
2015
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
84
|
|
STI Lauren
|
|
2015
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
85
|
|
STI Connaught
|
|
2015
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
86
|
|
STI Spiga
|
|
2015
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
87
|
|
STI Savile Row
|
|
2015
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
88
|
|
STI Kingsway
|
|
2015
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
89
|
|
STI Carnaby
|
|
2015
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
90
|
|
STI Solidarity
|
|
2015
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
91
|
|
STI Lombard
|
|
2015
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
92
|
|
STI Grace
|
|
2016
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
93
|
|
STI Jermyn
|
|
2016
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
94
|
|
STI Sanctity
|
|
2016
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
95
|
|
STI Solace
|
|
2016
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
96
|
|
STI Stability
|
|
2016
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
97
|
|
STI Steadfast
|
|
2016
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
98
|
|
STI Supreme
|
|
2016
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
99
|
|
STI Symphony
|
|
2016
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
100
|
|
STI Selatar
|
|
2017
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
101
|
|
STI Rambla
|
|
2017
|
|
109,999
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
102
|
|
STI Gallantry
|
|
2016
|
|
113,000
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
103
|
|
STI Goal
|
|
2016
|
|
113,000
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
104
|
|
STI Nautilus
|
|
2016
|
|
113,000
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
105
|
|
STI Guard
|
|
2016
|
|
113,000
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
106
|
|
STI Guide
|
|
2016
|
|
113,000
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
107
|
|
STI Gauntlet
|
|
2017
|
|
113,000
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
108
|
|
STI Gladiator
|
|
2017
|
|
113,000
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
||
109
|
|
STI Gratitude
|
|
2017
|
|
113,000
|
|
|
—
|
|
SLR2P (4)
|
|
LR2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total owned or finance leased DWT
|
|
|
|
7,883,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Vessel Name
|
|
Year Built
|
|
DWT
|
|
Ice class
|
|
Employment
|
|
Vessel type
|
|
Charter type
|
|
Daily Base Rate
|
|
Expiry (9)
|
|
||||
|
Time or bareboat chartered-in vessels
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
110
|
|
Kraslava
|
|
2007
|
|
37,258
|
|
|
1B
|
|
SHTP (1)
|
|
Handymax
|
|
Time charter
|
|
$
|
11,250
|
|
|
13-May-18
|
(10)
|
111
|
|
Silent
|
|
2007
|
|
37,847
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
Bareboat
|
|
$
|
7,500
|
|
|
31-Mar-19
|
(11)
|
112
|
|
Single
|
|
2007
|
|
37,847
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
Bareboat
|
|
$
|
7,500
|
|
|
31-Mar-19
|
(11)
|
113
|
|
Star I
|
|
2007
|
|
37,847
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
Bareboat
|
|
$
|
7,500
|
|
|
31-Mar-19
|
(11)
|
114
|
|
Sky
|
|
2007
|
|
37,847
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
Bareboat
|
|
$
|
6,000
|
|
|
31-Mar-19
|
(11)
|
115
|
|
Steel
|
|
2008
|
|
37,847
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
Bareboat
|
|
$
|
6,000
|
|
|
31-Mar-19
|
(11)
|
116
|
|
Stone I
|
|
2008
|
|
37,847
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
Bareboat
|
|
$
|
6,000
|
|
|
31-Mar-19
|
(11)
|
117
|
|
Style
|
|
2008
|
|
37,847
|
|
|
1A
|
|
SHTP (1)
|
|
Handymax
|
|
Bareboat
|
|
$
|
6,000
|
|
|
31-Mar-19
|
(11)
|
118
|
|
Miss Benedetta
|
|
2012
|
|
47,499
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
Time charter
|
|
$
|
14,000
|
|
|
16-Mar-19
|
(12)
|
119
|
|
STI Beryl
|
|
2013
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
Bareboat
|
|
$
|
8,800
|
|
|
18-Apr-25
|
(13)
|
120
|
|
STI Le Rocher
|
|
2013
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
Bareboat
|
|
$
|
8,800
|
|
|
21-Apr-25
|
(13)
|
121
|
|
STI Larvotto
|
|
2013
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
Bareboat
|
|
$
|
8,800
|
|
|
28-Apr-25
|
(13)
|
122
|
|
Vukovar
|
|
2015
|
|
49,990
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
Time charter
|
|
$
|
17,034
|
|
|
01-May-18
|
|
123
|
|
Zefyros
|
|
2013
|
|
49,999
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
Time charter
|
|
$
|
13,250
|
|
|
08-Jun-18
|
(14)
|
124
|
|
Gan-Trust
|
|
2013
|
|
51,561
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
Time charter
|
|
$
|
13,950
|
|
|
06-Jan-19
|
(15)
|
125
|
|
CPO New Zealand
|
|
2011
|
|
51,717
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
Time charter
|
|
$
|
15,250
|
|
|
12-Sep-18
|
(16)
|
126
|
|
CPO Australia
|
|
2011
|
|
51,763
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
Time charter
|
|
$
|
15,250
|
|
|
01-Sep-18
|
(16)
|
127
|
|
Ance
|
|
2006
|
|
52,622
|
|
|
—
|
|
SMRP (2)
|
|
MR
|
|
Time charter
|
|
$
|
13,500
|
|
|
12-Oct-18
|
(17)
|
128
|
|
Densa Alligator
|
|
2013
|
|
105,708
|
|
|
—
|
|
SLR2P (3)
|
|
LR2
|
|
Time charter
|
|
$
|
14,300
|
|
|
21-Aug-18
|
(18)
|
129
|
|
Densa Crocodile
|
|
2015
|
|
105,408
|
|
|
—
|
|
SLR2P (3)
|
|
LR2
|
|
Time charter
|
|
$
|
15,750
|
|
|
06-Jul-18
|
(19)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total time or bareboat chartered-in DWT
|
|
|
|
1,018,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Fleet DWT
|
|
|
|
8,901,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
This vessel operates in the Scorpio Handymax Tanker Pool, or SHTP. SHTP is a Scorpio Group Pool and is operated by Scorpio Commercial Management S.A.M., or SCM. SHTP and SCM are related parties to the Company.
|
(2)
|
This vessel operates in the Scorpio MR Pool, or SMRP. SMRP is a Scorpio Group Pool and is operated by SCM. SMRP is a related party to the Company.
|
(3)
|
This vessel operates in or is expected to operate in the Scorpio LR1 Pool, or SLR1P. SLR1P is a Scorpio Group Pool and is operated by SCM. SLR1P is a related party to the Company.
|
(4)
|
This vessel operates in or is expected to operate in the Scorpio LR2 Pool, or SLR2P. SLR2P is a Scorpio Group Pool and is operated by SCM. SLR2P is a related party to the Company.
|
(5)
|
This vessel is currently time chartered-out to an unrelated third-party for three years at $18,000 per day. This time charter is scheduled to expire in January 2019.
|
(6)
|
This vessel is currently time chartered-out to an unrelated third-party for three years at $20,500 per day. This time charter is scheduled to expire in December 2018.
|
(7)
|
This vessel is currently employed under a short-term time charter-out agreement with an unrelated third party, following which this vessel is expected to enter the SMRP. We consider short-term time charters (less than one year) as spot market voyages.
|
(8)
|
This vessel is currently time chartered-out to an unrelated third-party for three years at $28,000 per day. This time charter is scheduled to expire in February 2019.
|
(9)
|
Redelivery from the charterer is plus or minus 30 days from the expiry date.
|
(10)
|
We have an option to extend this charter for an additional year at $13,250 per day.
|
(11)
|
This agreement includes a purchase option which can be exercised through December 31, 2018. If the purchase option is not exercised, the bareboat-in agreement will expire on March 31, 2019.
|
(12)
|
In January 2018, we entered into a time charter-in agreement for one year at $14,000 per day. We have an option to extend the charter for an additional year at $14,400 per day. We took delivery of this vessel in March 2018.
|
(13)
|
In April 2017, we sold and leased back this vessel, on a bareboat basis, for a period of up to eight years for $8,800 per day. The sales price was $29.0 million and we have the option to purchase this vessel beginning at the end of the fifth year of the agreement through the end of the eighth year of the agreement, at market based prices. Additionally, a deposit of $4.35 million was retained by the buyer and will either be applied to the purchase price of the vessel if a purchase option is exercised, or refunded to us at the expiration of the agreement.
|
(14)
|
In November 2017, we exercised our option to extend this charter for an additional six months at $13,250 per day effective December 2017. We have an option to extend the charter for an additional year at $14,500 per day.
|
(15)
|
In November 2017, we extended the time charter-in agreement for one year at $13,950 per day. We have an option to extend the charter for an additional year at $15,750 per day.
|
(16)
|
We have an option to extend this charter for an additional year at $16,000 per day.
|
(17)
|
We have an option to extend this charter for an additional year at $15,000 per day.
|
(18)
|
In February 2018, we entered into a time charter-in agreement for six months at $14,300 per day. We also have an option to extend the charter for an additional six months at $15,310 per day. We took delivery of this vessel in February 2018.
|
(19)
|
In November 2017, we exercised our option to extend this charter for an additional six months at $15,750 per day, effective January 2018.
|
|
|
Crude Oil
|
|
Products
|
|
Veg Oils/
Chemicals
|
|
Total
|
||||||||||||
Year
|
|
Mill T
|
|
% Y-o-Y
|
|
|
Mill T
|
|
% Y-o-Y
|
|
|
Mill T
|
|
% Y-o-Y
|
|
Mill T
|
|
% Y-o-Y
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2001
|
|
1,751
|
|
3.2
|
%
|
|
518
|
|
3.0
|
%
|
|
114
|
|
(3.1
|
)%
|
|
2,382
|
|
2.8
|
%
|
2002
|
|
1,756
|
|
0.3
|
%
|
|
519
|
|
0.3
|
%
|
|
122
|
|
7.0
|
%
|
|
2,396
|
|
0.6
|
%
|
2003
|
|
1,860
|
|
5.9
|
%
|
|
550
|
|
6.0
|
%
|
|
129
|
|
5.9
|
%
|
|
2,538
|
|
5.9
|
%
|
2004
|
|
1,963
|
|
5.6
|
%
|
|
599
|
|
8.8
|
%
|
|
141
|
|
9.5
|
%
|
|
2,703
|
|
6.5
|
%
|
2005
|
|
1,994
|
|
1.6
|
%
|
|
646
|
|
8.0
|
%
|
|
156
|
|
10.5
|
%
|
|
2,797
|
|
3.5
|
%
|
2006
|
|
1,996
|
|
0.1
|
%
|
|
677
|
|
4.7
|
%
|
|
166
|
|
6.5
|
%
|
|
2,839
|
|
1.5
|
%
|
2007
|
|
2,008
|
|
0.6
|
%
|
|
723
|
|
6.8
|
%
|
|
170
|
|
2.5
|
%
|
|
2,902
|
|
2.2
|
%
|
2008
|
|
2,014
|
|
0.3
|
%
|
|
765
|
|
5.8
|
%
|
|
169
|
|
(0.6
|
)%
|
|
2,947
|
|
1.6
|
%
|
2009
|
|
1,928
|
|
(4.2
|
)%
|
|
777
|
|
1.6
|
%
|
|
178
|
|
5.4
|
%
|
|
2,883
|
|
(2.2
|
)%
|
2010
|
|
1,997
|
|
3.6
|
%
|
|
810
|
|
4.2
|
%
|
|
189
|
|
6.2
|
%
|
|
2,996
|
|
3.9
|
%
|
2011
|
|
1,941
|
|
(2.8
|
)%
|
|
860
|
|
6.3
|
%
|
|
194
|
|
2.6
|
%
|
|
2,996
|
|
—
|
%
|
2012
|
|
1,988
|
|
2.4
|
%
|
|
859
|
|
(0.2
|
)%
|
|
202
|
|
4.2
|
%
|
|
3,049
|
|
1.8
|
%
|
2013
|
|
1,918
|
|
(3.6
|
)%
|
|
904
|
|
5.3
|
%
|
|
211
|
|
4.1
|
%
|
|
3,033
|
|
(0.6
|
)%
|
2014
|
|
1,893
|
|
(1.3
|
)%
|
|
914
|
|
1.1
|
%
|
|
215
|
|
2.1
|
%
|
|
3,022
|
|
(0.3
|
)%
|
2015
|
|
1,954
|
|
3.2
|
%
|
|
958
|
|
4.8
|
%
|
|
231
|
|
7.5
|
%
|
|
3,144
|
|
4.0
|
%
|
2016
|
|
2,042
|
|
4.5
|
%
|
|
1,008
|
|
5.2
|
%
|
|
235
|
|
1.6
|
%
|
|
3,285
|
|
4.5
|
%
|
2017*
|
|
2,125
|
|
4.1
|
%
|
|
1,034
|
|
2.6
|
%
|
|
245
|
|
4.1
|
%
|
|
3,404
|
|
3.6
|
%
|
CAGR (2012-2017)
|
1.3%
|
|
|
|
3.8%
|
|
|
|
3.9%
|
|
|
|
2.2%
|
|
|
|||||
CAGR (2007-2017)
|
0.6%
|
|
|
|
3.6%
|
|
|
|
3.7%
|
|
|
|
1.6%
|
|
|
Vessel Type
|
Deadweight Tons
|
Number of
|
% of Fleet
|
Capacity
|
% of Fleet
|
|
(Dwt)
|
Vessels
|
|
(m Dwt)
|
|
|
|
|
|
|
|
Crude Tankers (1)
|
|
|
|
|
|
VLCC/ULCC
|
200,000+
|
735
|
34.9
|
225.8
|
57.9
|
Suezmax
|
120-199,999
|
554
|
26.3
|
86.2
|
22.1
|
Aframax
|
80-119,999
|
646
|
30.6
|
70.1
|
18.0
|
Panamax
|
55-79,999
|
85
|
4.0
|
5.9
|
1.5
|
Handymax
|
40-54,999
|
18
|
0.9
|
0.8
|
0.2
|
Handy
|
25-39,999
|
12
|
0.6
|
0.4
|
0.1
|
Handy
|
10-24,999
|
59
|
2.8
|
0.9
|
0.2
|
Total Fleet
|
|
2,109
|
100.0
|
390.1
|
100.0
|
|
|
|
|
|
|
Product Tankers
|
|
|
|
|
|
Long Range 3 (LR3)
|
120-199,999
|
16
|
1.2
|
2.5
|
2.8
|
Long Range 2 (LR2)
|
80,000-119,999
|
343
|
24.9
|
37.5
|
41.3
|
Long Range 1 (LR1)
|
55-79,999
|
328
|
23.8
|
24.1
|
26.5
|
Medium Range 2 (MR2)
|
40-54,999
|
441
|
32.0
|
20.7
|
22.8
|
Medium Range 1 (MR1)
|
25-39,999
|
122
|
8.9
|
4.1
|
4.5
|
Handy
|
10-24,999
|
128
|
9.3
|
1.9
|
2.1
|
Total Fleet
|
|
1,378
|
100.0
|
90.7
|
100.0
|
|
|
|
|
|
|
Product/Chemical Tankers (2)
|
|
|
|
|
|
Long Range 3 (LR3)
|
120-199,999
|
—
|
—
|
—
|
—
|
Long Range 2 (LR2)
|
80,000-119,999
|
3
|
0.2
|
0.3
|
0.5
|
Long Range 1 (LR1)
|
55-79,999
|
31
|
2.2
|
2.3
|
3.5
|
Medium Range 2 (MR2)
|
40-54,999
|
1,057
|
74.0
|
50.9
|
78.1
|
Medium Range 1 (MR1)
|
25-39,999
|
299
|
20.9
|
11.1
|
17.1
|
Handy
|
10-24,999
|
39
|
2.7
|
0.6
|
0.9
|
Total Fleet
|
|
1,429
|
100.0
|
65.2
|
100.0
|
|
|
|
|
|
|
Product & Product/Chemical Fleet
|
|
|
|
|
|
Long Range 3 (LR3)
|
120-199,999
|
16
|
0.6
|
2.5
|
1.6
|
Long Range 2 (LR2)
|
80,000-119,999
|
346
|
12.3
|
37.8
|
24.2
|
Long Range 1 (LR1)
|
55-79,999
|
359
|
12.8
|
26.3
|
16.9
|
Medium Range 2 (MR2)
|
40-54,999
|
1,498
|
53.4
|
71.6
|
45.9
|
Medium Range 1 (MR1)
|
25-39,999
|
421
|
15.0
|
15.2
|
9.7
|
Handy
|
10-24,999
|
167
|
5.9
|
2.5
|
1.6
|
Total Fleet
|
|
2,807
|
100.0
|
155.9
|
100.0
|
|
|
|
|
|
|
Crude, Product and Product/Chemical Tanker Fleet
|
|
|
|
||
VLCC/ULCC
|
200,000+
|
735
|
15.0
|
225.8
|
41.3
|
Suezmax/LR3
|
120-199,999
|
570
|
11.6
|
88.8
|
16.3
|
Aframax/LR2
|
80-119,999
|
992
|
20.2
|
107.8
|
19.8
|
Panamax/LR1
|
55-79,999
|
444
|
9.0
|
32.2
|
5.9
|
Handy/Medium Range
|
40-54,999
|
1,516
|
30.8
|
72.4
|
13.3
|
Handy/Medium Range
|
25-39,999
|
433
|
8.8
|
15.6
|
2.9
|
Handy/Handymax
|
10-54,999
|
226
|
4.6
|
3.4
|
0.6
|
Total Fleet
|
|
4,916
|
100.0
|
546.0
|
100.0
|
(1)
|
Included shuttle tankers and tankers on storage duties
|
(2)
|
Includes product and product/chemical tankers, excludes chemical tankers
|
Vessel Type
|
Deadweight
|
Existing
|
Fleet
|
|
Orderbook
|
|
Orderbook % Fleet
|
2018
|
2019
|
2020
|
2021+
|
||||||
|
(Dwt)
|
No
|
m Dwt
|
|
No
|
m Dwt
|
|
No
|
Dwt
|
No
|
m Dwt
|
No
|
m Dwt
|
No
|
m Dwt
|
No
|
m Dwt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude Tankers
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VLCC/ULCC
|
200,000+
|
735
|
225.8
|
|
92.0
|
28.7
|
|
12.5
|
12.7
|
46.0
|
14.4
|
36.0
|
11.2
|
8.0
|
2.5
|
2.0
|
0.6
|
Suezmax
|
120-199,999
|
554
|
86.2
|
|
58.0
|
9.0
|
|
10.5
|
10.4
|
35.0
|
5.5
|
15.0
|
2.3
|
7.0
|
1.0
|
1.0
|
0.2
|
Aframax
|
80-119,999
|
646
|
70.1
|
|
86.0
|
9.7
|
|
13.3
|
13.9
|
53.0
|
6.0
|
20.0
|
2.3
|
8.0
|
0.9
|
5.0
|
0.6
|
Panamax
|
55-79,999
|
85
|
5.9
|
|
8.0
|
0.6
|
|
9.4
|
9.5
|
2.0
|
0.1
|
1.0
|
0.1
|
5.0
|
0.3
|
—
|
—
|
Handymax
|
40-54,999
|
18
|
0.8
|
|
1.0
|
—
|
|
5.6
|
5.4
|
—
|
—
|
1.0
|
—
|
—
|
—
|
—
|
—
|
Handy
|
25-39,999
|
12
|
0.4
|
|
—
|
—
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Handy
|
10-24,999
|
59
|
0.9
|
|
3.0
|
0.1
|
|
5.1
|
6.2
|
3.0
|
0.1
|
—
|
—
|
—
|
—
|
—
|
—
|
Total Fleet
|
|
2,109
|
390.1
|
|
248.0
|
48.1
|
|
11.8
|
12.3
|
139.0
|
26.1
|
73.0
|
15.9
|
28.0
|
4.7
|
8.0
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product Tankers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Range 3 (LR3)
|
120-199,999
|
16
|
2.5
|
|
2.0
|
0.3
|
|
12.5
|
12.4
|
2.0
|
0.3
|
—
|
—
|
—
|
—
|
—
|
—
|
Long Range 2 (LR2)
|
80-119,999
|
343
|
37.5
|
|
43.0
|
4.8
|
|
12.5
|
12.7
|
18.0
|
2.0
|
11.0
|
1.2
|
3.0
|
0.3
|
11.0
|
1.2
|
Long Range 1 (LR1)
|
55-79,999
|
328
|
24.1
|
|
23.0
|
1.7
|
|
7.0
|
7.1
|
15.0
|
1.1
|
7.0
|
0.5
|
1.0
|
0.1
|
—
|
—
|
Medium Range 2 (MR2)
|
40-54,999
|
441
|
20.7
|
|
28.0
|
1.4
|
|
6.3
|
6.8
|
7.0
|
0.3
|
16.0
|
0.8
|
5.0
|
0.3
|
—
|
—
|
Medium Range 1 (MR1)
|
25-39,999
|
122
|
4.1
|
|
—
|
—
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Handy
|
10-24,999
|
128
|
1.9
|
|
18.0
|
0.3
|
|
14.1
|
17.8
|
9.0
|
0.1
|
3.0
|
—
|
6.0
|
0.1
|
—
|
—
|
Total Fleet
|
|
1,378
|
90.7
|
|
114.0
|
8.5
|
|
8.3
|
9.4
|
51.0
|
4.0
|
37.0
|
2.6
|
15.0
|
0.8
|
11.0
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product/Chemical Tankers (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Range 3 (LR3)
|
120-199,999
|
—
|
—
|
|
—
|
—
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Long Range 2 (LR2)
|
80-119,999
|
3
|
0.3
|
|
—
|
—
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Long Range 1 (LR1)
|
55-79,999
|
31
|
2.3
|
|
—
|
—
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Medium Range 2 (MR2)
|
40-54,999
|
1,057
|
50.9
|
|
113.0
|
5.6
|
|
10.7
|
11.0
|
49.0
|
2.4
|
53.0
|
2.6
|
10.0
|
0.5
|
1.0
|
0.1
|
Medium Range 1 (MR1)
|
25-39,999
|
299
|
11.1
|
|
11.0
|
0.4
|
|
3.7
|
3.5
|
10.0
|
0.4
|
1.0
|
—
|
—
|
—
|
—
|
—
|
Handy
|
10/24/999
|
39
|
0.6
|
|
1.0
|
—
|
|
2.6
|
4.1
|
—
|
—
|
1.0
|
—
|
—
|
—
|
—
|
—
|
Total Fleet
|
|
1,429
|
65.2
|
|
125.0
|
6.0
|
|
8.7
|
9.2
|
59.0
|
2.8
|
55.0
|
2.7
|
10.0
|
0.5
|
1.0
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product & Product/Chemical Fleet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Range 3 (LR3)
|
120-199,999
|
16
|
2.5
|
|
2.0
|
0.3
|
|
12.5
|
12.4
|
2.0
|
0.3
|
—
|
—
|
—
|
—
|
—
|
—
|
Long Range 2 (LR2)
|
80-119,999
|
346
|
37.8
|
|
43.0
|
4.8
|
|
12.4
|
12.6
|
18.0
|
2.0
|
11.0
|
1.2
|
3.0
|
0.3
|
11.0
|
1.2
|
Long Range 1 (LR1)
|
55-79,999
|
359
|
26.3
|
|
23.0
|
1.7
|
|
6.4
|
6.5
|
15.0
|
1.1
|
7.0
|
0.5
|
1.0
|
0.1
|
—
|
—
|
Medium Range 2 (MR2)
|
40-54,999
|
1,498
|
71.6
|
|
141.0
|
7.0
|
|
9.4
|
9.8
|
56.0
|
2.8
|
69.0
|
3.4
|
15.0
|
0.8
|
1.0
|
0.1
|
Medium Range 1 (MR1)
|
25-39,999
|
421
|
15.2
|
|
11.0
|
0.4
|
|
2.6
|
2.6
|
10.0
|
0.4
|
1.0
|
—
|
—
|
—
|
—
|
—
|
Handy
|
10/24/999
|
167
|
2.5
|
|
19.0
|
0.4
|
|
11.4
|
14.6
|
9.0
|
0.1
|
4.0
|
0.1
|
6.0
|
0.1
|
—
|
—
|
Total Fleet
|
|
2,807
|
155.9
|
|
239.0
|
14.5
|
|
8.5
|
9.3
|
110.0
|
6.7
|
92.0
|
5.3
|
25.0
|
1.3
|
12.0
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude, Product and Product/Chemical Tanker Fleet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
VLCC/ULCC
|
200,000+
|
735
|
225.8
|
|
92.0
|
28.7
|
|
12.5
|
12.7
|
46.0
|
14.4
|
36.0
|
11.2
|
8.0
|
2.5
|
2.0
|
0.6
|
Suezmax/LR3
|
120-199,999
|
570
|
88.8
|
|
60.0
|
9.3
|
|
10.5
|
10.5
|
37.0
|
5.8
|
15.0
|
2.3
|
7.0
|
1.0
|
1.0
|
0.2
|
Aframax/LR2
|
80-119,999
|
992
|
107.8
|
|
129.0
|
14.5
|
|
13.0
|
13.5
|
71.0
|
8.0
|
31.0
|
3.5
|
11.0
|
1.2
|
16.0
|
1.8
|
Panamax/LR1
|
55-79,999
|
444
|
32.2
|
|
31.0
|
2.3
|
|
7.0
|
7.0
|
17.0
|
1.3
|
8.0
|
0.6
|
6.0
|
0.4
|
—
|
—
|
Handy/Medium Range
|
40-54,999
|
1,516
|
72.4
|
|
142.0
|
7.0
|
|
9.4
|
9.7
|
56.0
|
2.8
|
70.0
|
3.5
|
15.0
|
0.8
|
1.0
|
0.1
|
Handy/Medium Range
|
25-39,999
|
433
|
15.6
|
|
11.0
|
0.4
|
|
2.5
|
2.5
|
10.0
|
0.4
|
1.0
|
—
|
—
|
—
|
—
|
—
|
Handy/Handymax
|
10-54,999
|
226
|
3.4
|
|
22.0
|
0.4
|
|
9.7
|
12.3
|
12
|
0.2
|
4
|
0.1
|
6
|
0.1
|
—
|
—
|
Total Fleet
|
|
4,916
|
546.0
|
|
487.0
|
62.6
|
|
9.9
|
11.5
|
249
|
32.8
|
165
|
21.2
|
53
|
6.0
|
20.0
|
2.6
|
Year
|
Caribs
|
NW Europe
|
West Africa
|
AG
|
|
USAC
|
NW Europe
|
Caribs/USES
|
Japan
|
|
40-70,000 DWT
|
70-100,000 DWT
|
150-160,000 DWT
|
280-300,000 DWT
|
|
|
|
|
|
2001
|
26,300
|
35,308
|
31,992
|
36,891
|
2002
|
16,567
|
22,800
|
19,325
|
21,667
|
2003
|
28,833
|
41,883
|
37,367
|
49,342
|
2004
|
42,158
|
55,408
|
64,792
|
95,258
|
2005
|
34,933
|
57,517
|
40,883
|
59,125
|
2006
|
28,792
|
47,067
|
40,142
|
51,142
|
2007
|
30,100
|
41,975
|
35,392
|
45,475
|
2008
|
36,992
|
56,408
|
52,650
|
89,300
|
2009
|
13,450
|
19,883
|
20,242
|
29,483
|
2010
|
17,950
|
27,825
|
19,658
|
40,408
|
2011
|
8,817
|
10,500
|
12,758
|
8,700
|
2012
|
12,408
|
9,100
|
14,275
|
12,275
|
2013
|
13,475
|
11,427
|
13,308
|
12,325
|
2014
|
21,383
|
23,360
|
23,567
|
24,625
|
2015
|
23,725
|
37,509
|
38,350
|
67,928
|
2016
|
13,608
|
24,333
|
21,592
|
42,183
|
2017
|
9,633
|
7,643
|
11,255
|
22,617
|
Feb-18
|
6,400
|
(5,319)
|
4,100
|
9,300
|
•
|
Increased trade due to higher stocking activity and improved demand for oil products
|
•
|
Longer voyage distances because of refining capacity additions in Asia
|
•
|
Product tankers also carrying crude encouraged by firm freight rates for dirty tankers
|
•
|
Lower bunker prices contributing to higher net earnings
|
Year End
|
37,000
(1)
|
50,000
(1)
|
75,000
(2)
|
110,000
(2)
|
160,000
(3)
|
300,000
(3)
|
|
DWT
|
DWT
|
DWT
|
DWT
|
DWT
|
DWT
|
|
|
|
|
|
|
|
2001
|
25.0
|
27.0
|
33.5
|
38.0
|
47.0
|
72.0
|
2002
|
24.5
|
26.5
|
31.0
|
36.0
|
44.0
|
66.0
|
2003
|
28.5
|
30.5
|
34.5
|
40.0
|
52.0
|
73.0
|
2004
|
34.0
|
39.0
|
41.0
|
57.0
|
68.0
|
105.0
|
2005
|
37.5
|
42.0
|
43.0
|
59.0
|
71.0
|
120.0
|
2006
|
40.5
|
47.5
|
50.0
|
65.0
|
78.0
|
128.0
|
2007
|
46.0
|
54.0
|
64.0
|
78.0
|
90.0
|
146.0
|
2008
|
40.0
|
46.5
|
57.0
|
71.5
|
87.0
|
142.0
|
2009
|
31.0
|
36.0
|
42.5
|
52.0
|
62.0
|
101.0
|
2010
|
33.0
|
36.0
|
46.0
|
57.0
|
67.0
|
105.0
|
2011
|
31.5
|
36.0
|
44.0
|
52.8
|
61.7
|
99.0
|
2012
|
30.0
|
33.0
|
42.0
|
48.0
|
56.5
|
92.0
|
2013
|
31.0
|
35.0
|
43.0
|
51.5
|
59.0
|
93.5
|
2014
|
33.0
|
37.0
|
45.5
|
54.0
|
65.0
|
97.0
|
2015
|
32.0
|
35.5
|
45.0
|
51.5
|
63.0
|
94.0
|
2016
|
30.0
|
32.0
|
39.0
|
45.0
|
54.0
|
83.0
|
2017
|
31.0
|
33.0
|
39.0
|
44.0
|
55.0
|
81.0
|
Jan-18
|
31.0
|
34.0
|
39.0
|
44.0
|
55.0
|
82.0
|
|
|
|
|
|
|
|
Long-term average
|
32.9
|
36.9
|
43.5
|
53.0
|
63.5
|
99.9
|
Year End
|
30,000
|
45,000
|
75,000
|
95,000
|
150,000
|
300,000
|
|
DWT
|
DWT
|
DWT
|
DWT
|
DWT
|
DWT
|
Age
|
5 Yrs
|
5 Yrs
|
5 Yrs
|
5 Yrs
|
5 Yrs
|
5 Yrs
|
2001
|
17.0
|
25.0
|
25.5
|
34.5
|
41.5
|
63.0
|
2002
|
15.5
|
21.5
|
21.0
|
29.5
|
39.0
|
55.0
|
2003
|
24.5
|
29.5
|
24.0
|
37.0
|
47.0
|
70.0
|
2004
|
36.0
|
42.0
|
38.0
|
57.0
|
73.0
|
112.0
|
2005
|
40.0
|
45.5
|
46.5
|
58.0
|
75.0
|
110.0
|
2006
|
40.0
|
47.5
|
48.0
|
63.0
|
77.0
|
115.0
|
2007
|
40.0
|
52.0
|
59.0
|
68.5
|
87.0
|
130.0
|
2008
|
36.0
|
42.0
|
46.0
|
55.0
|
77.0
|
110.0
|
2009
|
21.0
|
24.0
|
32.5
|
38.0
|
53.0
|
77.5
|
2010
|
21.5
|
24.0
|
35.0
|
42.0
|
58.0
|
85.5
|
2011
|
24.0
|
27.0
|
32.0
|
33.5
|
45.5
|
58.0
|
2012
|
21.0
|
24.0
|
25.0
|
27.5
|
40.0
|
57.0
|
2013
|
25.0
|
29.0
|
31.0
|
33.0
|
42.0
|
60.0
|
2014
|
23.0
|
24.0
|
33.5
|
42.0
|
57.0
|
76.0
|
2015
|
26.0
|
27.0
|
36.0
|
46.0
|
60.0
|
80.0
|
2016
|
20.0
|
22.0
|
28.0
|
30.0
|
42.0
|
60.0
|
2017
|
21.0
|
24.0
|
27.0
|
30.0
|
40.0
|
62.0
|
Feb-18
|
22.0
|
24.0
|
27.0
|
30.0
|
40.0
|
62.0
|
|
|
|
|
|
|
|
Long-term average
|
26.6
|
31.2
|
34.6
|
42.6
|
56.1
|
81.2
|
•
|
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.
|
•
|
Voyage charters
, which are charters for short intervals that are priced on current, or “spot,” market rates.
|
•
|
Time charters
, which are chartered to customers for a fixed period of time at rates that are generally fixed, but may contain a variable component based on inflation, interest rates, or current market rates.
|
•
|
Commercial Pools
, whereby we participate with other shipowners to operate a large number of vessels as an integrated transportation system, which offers customers greater flexibility and a higher level of service while achieving scheduling efficiencies. Pools negotiate charters primarily in the spot market, but may also arrange time charter agreements. The size and scope of these pools enable them to enhance utilization rates for pool vessels by securing backhaul voyages and COAs (described below), thus generating higher effective TCE revenues than otherwise might be obtainable in the spot market.
|
|
Voyage Charter
|
|
Time Charter
|
|
Commercial Pool
|
Typical contract length
|
Single voyage
|
|
One year or more
|
|
Varies
|
Hire rate basis
(1)
|
Varies
|
|
Daily
|
|
Varies
|
Voyage expenses
(2)
|
We pay
|
|
Customer pays
|
|
Pool pays
|
Vessel operating costs for owned, finance leased, or bareboat chartered-in vessels
(3)
|
We pay
|
|
We pay
|
|
We pay
|
Charterhire expense for vessels time or bareboat chartered-in
(3)
|
We pay
|
|
We pay
|
|
We pay
|
Off-hire
(4)
|
Customer does not pay
|
|
Customer does not pay
|
|
Pool does not pay
|
(1)
|
“Hire rate”
refers to the basic payment from the charterer for the use of the vessel.
|
(2)
|
“Voyage expenses”
refers to expenses incurred due to a vessel’s traveling from a loading port to a discharging port, such as fuel (bunker) cost, port expenses, agent’s fees, canal dues and extra war risk insurance, as well as commissions.
|
(3)
|
“Vessel operating costs”
and
"Charterhire expens
e
"
are
defined below under “—Important Financial and Operational Terms and Concepts.”
|
(4)
|
“Off-hire”
refers to the time a vessel is not available for service due primarily to scheduled and unscheduled repairs or drydockings. For time chartered-in vessels, we do not pay the charterhire expense when the vessel is off-hire.
|
•
|
charges related to the depreciation of the historical cost of our owned or finance leased vessels (less an estimated residual value) over the estimated useful lives of the vessels; and
|
•
|
charges related to the amortization of drydocking expenditures over the estimated number of years to the next scheduled drydocking.
|
•
|
global and regional economic and political conditions;
|
•
|
increases and decreases in production of and demand for crude oil and petroleum products;
|
•
|
increases and decreases in OPEC oil production quotas;
|
•
|
the distance crude oil and petroleum products need to be transported by sea; and
|
•
|
developments in international trade and changes in seaborne and other transportation patterns.
|
•
|
Eight vessels in our fleet had fair values less costs to sell more than their carrying amount. As such, there were no indicators of impairment for these vessels.
|
•
|
99 of our 107 owned or finance leased vessels in our fleet had fair values less costs to sell less than their carrying amount. We prepared a value in use calculation for each of these vessels which resulted in no impairment being recognized.
|
•
|
We did not obtain independent broker valuations for our two vessels under construction. To assess their carrying values for impairment, we prepared value in use calculations for each vessel which resulted in no impairment being recognized.
|
•
|
All of our 77 owned vessels had fair values less costs to sell less than their carrying amount. We prepared a value in use calculation for each these vessels which resulted in no impairment being recognized.
|
•
|
We did not obtain independent broker valuations for our ten vessels under construction. To assess their carrying values for impairment, we prepared value in use calculations which resulted in no impairment being recognized.
|
•
|
reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;
|
•
|
news and industry reports of similar vessel sales;
|
•
|
news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates;
|
•
|
approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated;
|
•
|
offers that we may have received from potential purchasers of our vessels; and
|
•
|
vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.
|
|
|
|
|
Carrying value as of,
|
|
|||||||
|
Vessel Name
|
Year Built
|
|
December 31, 2017
|
|
December 31, 2016
|
|
|||||
1
|
|
STI Amber
|
2012
|
|
32.1
|
|
(1)
|
32.5
|
|
|
||
2
|
|
STI Topaz
|
2012
|
|
32.6
|
|
(1)
|
32.6
|
|
|
||
3
|
|
STI Ruby
|
2012
|
|
32.2
|
|
(1)
|
32.7
|
|
|
||
4
|
|
STI Garnet
|
2012
|
|
32.4
|
|
(1)
|
32.7
|
|
|
||
5
|
|
STI Onyx
|
2012
|
|
32.3
|
|
(1)
|
32.7
|
|
|
||
6
|
|
STI Sapphire
|
2013
|
|
N/A
|
|
(2)
|
32.6
|
|
|
||
7
|
|
STI Emerald
|
2013
|
|
N/A
|
|
(2)
|
32.5
|
|
|
||
8
|
|
STI Beryl
|
2013
|
|
N/A
|
|
(2)
|
31.7
|
|
|
||
9
|
|
STI Le Rocher
|
2013
|
|
N/A
|
|
(2)
|
32.2
|
|
|
||
10
|
|
STI Larvotto
|
2013
|
|
N/A
|
|
(2)
|
32.2
|
|
|
||
11
|
|
STI Fontvieille
|
2013
|
|
30.9
|
|
(1)
|
32.3
|
|
|
||
12
|
|
STI Ville
|
2013
|
|
31.2
|
|
(1)
|
32.6
|
|
|
||
13
|
|
STI Duchessa
|
2014
|
|
29.5
|
|
(1)
|
30.8
|
|
|
||
14
|
|
STI Wembley
|
2014
|
|
28.9
|
|
(1)
|
30.2
|
|
|
||
15
|
|
STI Opera
|
2014
|
|
29.3
|
|
(1)
|
30.6
|
|
|
16
|
|
STI Texas City
|
2014
|
|
33.3
|
|
(1)
|
34.9
|
|
|
||
17
|
|
STI Meraux
|
2014
|
|
33.7
|
|
(1)
|
35.3
|
|
|
||
18
|
|
STI San Antonio
|
2014
|
|
33.8
|
|
(1)
|
35.3
|
|
|
||
19
|
|
STI Venere
|
2014
|
|
29.3
|
|
(1)
|
30.7
|
|
|
||
20
|
|
STI Virtus
|
2014
|
|
29.4
|
|
(1)
|
30.8
|
|
|
||
21
|
|
STI Aqua
|
2014
|
|
29.7
|
|
(1)
|
31.0
|
|
|
||
22
|
|
STI Dama
|
2014
|
|
29.6
|
|
(1)
|
31.0
|
|
|
||
23
|
|
STI Benicia
|
2014
|
|
34.6
|
|
(1)
|
36.2
|
|
|
||
24
|
|
STI Regina
|
2014
|
|
29.9
|
|
(1)
|
31.2
|
|
|
||
25
|
|
STI St. Charles
|
2014
|
|
33.3
|
|
(1)
|
34.8
|
|
|
||
26
|
|
STI Yorkville
|
2014
|
|
30.2
|
|
(1)
|
31.6
|
|
|
||
27
|
|
STI Milwaukee
|
2014
|
|
35.7
|
|
(1)
|
37.3
|
|
|
||
28
|
|
STI Battery
|
2014
|
|
30.4
|
|
(1)
|
31.8
|
|
|
||
29
|
|
STI Brixton
|
2014
|
|
28.3
|
|
(1)
|
29.6
|
|
|
||
30
|
|
STI Comandante
|
2014
|
|
28.2
|
|
(1)
|
29.5
|
|
|
||
31
|
|
STI Pimlico
|
2014
|
|
28.4
|
|
(1)
|
29.7
|
|
|
||
32
|
|
STI Hackney
|
2014
|
|
28.3
|
|
(1)
|
29.6
|
|
|
||
33
|
|
STI Acton
|
2014
|
|
28.9
|
|
(1)
|
30.2
|
|
|
||
34
|
|
STI Fulham
|
2014
|
|
28.7
|
|
(1)
|
30.0
|
|
|
||
35
|
|
STI Camden
|
2014
|
|
28.5
|
|
(1)
|
29.8
|
|
|
||
36
|
|
STI Finchley
|
2014
|
|
28.8
|
|
(1)
|
30.1
|
|
|
||
37
|
|
STI Clapham
|
2014
|
|
29.1
|
|
(1)
|
30.4
|
|
|
||
38
|
|
STI Poplar
|
2014
|
|
29.1
|
|
(1)
|
30.4
|
|
|
||
39
|
|
STI Elysees
|
2014
|
|
46.2
|
|
(1)
|
48.1
|
|
|
||
40
|
|
STI Madison
|
2014
|
|
46.5
|
|
(1)
|
48.5
|
|
|
||
41
|
|
STI Park
|
2014
|
|
46.5
|
|
(1)
|
48.5
|
|
|
||
42
|
|
STI Orchard
|
2014
|
|
46.1
|
|
(1)
|
48.1
|
|
|
||
43
|
|
STI Sloane
|
2014
|
|
47.0
|
|
(1)
|
49.0
|
|
|
||
44
|
|
STI Broadway
|
2014
|
|
46.1
|
|
(1)
|
48.0
|
|
|
||
45
|
|
STI Condotti
|
2014
|
|
47.0
|
|
(1)
|
49.0
|
|
|
||
46
|
|
STI Battersea
|
2014
|
|
28.7
|
|
(1)
|
30.0
|
|
|
||
47
|
|
STI Memphis
|
2014
|
|
34.1
|
|
(1)
|
35.4
|
|
|
||
48
|
|
STI Mayfair
|
2014
|
|
30.7
|
|
(1)
|
32.1
|
|
|
||
49
|
|
STI Soho
|
2014
|
|
30.3
|
|
(1)
|
31.7
|
|
|
||
50
|
|
STI Tribeca
|
2015
|
|
31.2
|
|
(1)
|
32.6
|
|
|
||
51
|
|
STI Hammersmith
|
2015
|
|
29.5
|
|
(1)
|
30.8
|
|
|
||
52
|
|
STI Rotherhithe
|
2015
|
|
29.6
|
|
(1)
|
30.9
|
|
|
||
53
|
|
STI Rose
|
2015
|
|
54.6
|
|
(1)
|
56.8
|
|
|
||
54
|
|
STI Gramercy
|
2015
|
|
30.5
|
|
(1)
|
31.8
|
|
|
||
55
|
|
STI Veneto
|
2015
|
|
47.2
|
|
(1)
|
49.2
|
|
|
||
56
|
|
STI Alexis
|
2015
|
|
54.7
|
|
(1)
|
57.0
|
|
|
||
57
|
|
STI Bronx
|
2015
|
|
31.2
|
|
(1)
|
32.6
|
|
|
||
58
|
|
STI Pontiac
|
2015
|
|
35.8
|
|
(1)
|
37.4
|
|
|
||
59
|
|
STI Manhattan
|
2015
|
|
31.2
|
|
(1)
|
32.6
|
|
|
||
60
|
|
STI Winnie
|
2015
|
|
48.2
|
|
(1)
|
50.2
|
|
|
||
61
|
|
STI Oxford
|
2015
|
|
48.3
|
|
(1)
|
50.3
|
|
|
62
|
|
STI Queens
|
2015
|
|
31.2
|
|
(1)
|
32.6
|
|
|
||
63
|
|
STI Osceola
|
2015
|
|
36.2
|
|
(1)
|
37.7
|
|
|
||
64
|
|
STI Lauren
|
2015
|
|
48.3
|
|
(1)
|
50.3
|
|
|
||
65
|
|
STI Connaught
|
2015
|
|
48.0
|
|
(1)
|
50.0
|
|
|
||
66
|
|
STI Notting Hill
|
2015
|
|
34.7
|
|
(1)
|
36.2
|
|
|
||
67
|
|
STI Spiga
|
2015
|
|
53.8
|
|
(1)
|
56.1
|
|
|
||
68
|
|
STI Seneca
|
2015
|
|
36.2
|
|
(1)
|
37.8
|
|
|
||
69
|
|
STI Savile Row
|
2015
|
|
54.9
|
|
(1)
|
57.2
|
|
|
||
70
|
|
STI Westminster
|
2015
|
|
34.8
|
|
(1)
|
36.4
|
|
|
||
71
|
|
STI Brooklyn
|
2015
|
|
31.4
|
|
(1)
|
32.7
|
|
|
||
72
|
|
STI Kingsway
|
2015
|
|
55.2
|
|
(1)
|
57.5
|
|
|
||
73
|
|
STI Lombard
|
2015
|
|
56.0
|
|
(1)
|
58.4
|
|
|
||
74
|
|
STI Carnaby
|
2015
|
|
55.4
|
|
(1)
|
57.7
|
|
|
||
75
|
|
STI Black Hawk
|
2015
|
|
34.5
|
|
(1)
|
36.0
|
|
|
||
76
|
|
STI Excel
|
2015
|
|
37.6
|
|
(3)
|
N/A
|
|
(4)
|
||
77
|
|
STI Solidarity
|
2015
|
|
40.7
|
|
(1)
|
N/A
|
|
(4)
|
||
78
|
|
STI Grace
|
2016
|
|
49.5
|
|
(1)
|
51.5
|
|
|
||
79
|
|
STI Jermyn
|
2016
|
|
50.5
|
|
(1)
|
52.5
|
|
|
||
80
|
|
STI Excelsior
|
2016
|
|
39.1
|
|
(3)
|
N/A
|
|
(4)
|
||
81
|
|
STI Expedite
|
2016
|
|
39.1
|
|
(3)
|
N/A
|
|
(4)
|
||
82
|
|
STI Exceed
|
2016
|
|
39.1
|
|
(3)
|
N/A
|
|
(4)
|
||
83
|
|
STI Executive
|
2016
|
|
39.7
|
|
(3)
|
N/A
|
|
(4)
|
||
84
|
|
STI Excellence
|
2016
|
|
39.7
|
|
(3)
|
N/A
|
|
(4)
|
||
85
|
|
STI Experience
|
2016
|
|
39.7
|
|
(3)
|
N/A
|
|
(4)
|
||
86
|
|
STI Express
|
2016
|
|
39.7
|
|
(3)
|
N/A
|
|
(4)
|
||
87
|
|
STI Precision
|
2016
|
|
39.7
|
|
(3)
|
N/A
|
|
(4)
|
||
88
|
|
STI Prestige
|
2016
|
|
39.7
|
|
(3)
|
N/A
|
|
(4)
|
||
89
|
|
STI Pride
|
2016
|
|
39.7
|
|
(3)
|
N/A
|
|
(4)
|
||
90
|
|
STI Providence
|
2016
|
|
39.7
|
|
(3)
|
N/A
|
|
(4)
|
||
91
|
|
STI Sanctity
|
2016
|
|
43.5
|
|
(1)
|
N/A
|
|
(4)
|
||
92
|
|
STI Solace
|
2016
|
|
43.4
|
|
(1)
|
N/A
|
|
(4)
|
||
93
|
|
STI Stability
|
2016
|
|
43.4
|
|
(1)
|
N/A
|
|
(4)
|
||
94
|
|
STI Steadfast
|
2016
|
|
43.5
|
|
(1)
|
N/A
|
|
(4)
|
||
95
|
|
STI Supreme
|
2016
|
|
43.5
|
|
(1)
|
N/A
|
|
(4)
|
||
96
|
|
STI Symphony
|
2016
|
|
43.5
|
|
(1)
|
N/A
|
|
(4)
|
||
97
|
|
STI Gallantry
|
2016
|
|
41.7
|
|
(3)
|
N/A
|
|
(4)
|
||
98
|
|
STI Goal
|
2016
|
|
41.7
|
|
(3)
|
N/A
|
|
(4)
|
||
99
|
|
STI Nautilus
|
2016
|
|
41.7
|
|
(3)
|
N/A
|
|
(4)
|
||
100
|
|
STI Guard
|
2016
|
|
41.7
|
|
(3)
|
N/A
|
|
(4)
|
||
101
|
|
STI Guide
|
2016
|
|
41.7
|
|
(3)
|
N/A
|
|
(4)
|
||
102
|
|
STI Selatar
|
2017
|
|
50.9
|
|
(1)
|
N/A
|
|
(4)
|
||
103
|
|
STI Rambla
|
2017
|
|
51.7
|
|
(1)
|
N/A
|
|
(4)
|
||
104
|
|
STI Galata
|
2017
|
|
37.1
|
|
(1)
|
N/A
|
|
(4)
|
||
105
|
|
STI Bosphorus
|
2017
|
|
37.3
|
|
(1)
|
N/A
|
|
(4)
|
||
106
|
|
STI Leblon
|
2017
|
|
37.8
|
|
(1)
|
N/A
|
|
(4)
|
||
107
|
|
STI La Boca
|
2017
|
|
37.7
|
|
(1)
|
N/A
|
|
(4)
|
108
|
|
STI San Telmo
|
2017
|
|
40.0
|
|
(1)
|
N/A
|
|
(4)
|
||
109
|
|
STI Donald C Trauscht
|
2017
|
|
40.1
|
|
(1)
|
N/A
|
|
(4)
|
||
110
|
|
STI Gauntlet
|
2017
|
|
44.2
|
|
(3)
|
N/A
|
|
(4)
|
||
111
|
|
STI Gladiator
|
2017
|
|
44.2
|
|
(3)
|
N/A
|
|
(4)
|
||
112
|
|
STI Gratitude
|
2017
|
|
44.2
|
|
(3)
|
N/A
|
|
(4)
|
||
|
|
|
|
|
|
|
|
|||||
|
|
|
|
$
|
4,090.1
|
|
|
$
|
2,913.3
|
|
|
|
|
For the year ended December 31,
|
|
Change
|
|
Percentage
|
|||||||||
In thousands of U.S. dollars
|
|
2017
|
|
2016
|
|
favorable / (unfavorable)
|
|
Change
|
|||||||
Vessel revenue
|
|
$
|
512,732
|
|
|
$
|
522,747
|
|
|
$
|
(10,015
|
)
|
|
(2
|
)%
|
Vessel operating costs
|
|
(231,227
|
)
|
|
(187,120
|
)
|
|
(44,107
|
)
|
|
(24
|
)%
|
|||
Voyage expenses
|
|
(7,733
|
)
|
|
(1,578
|
)
|
|
(6,155
|
)
|
|
(390
|
)%
|
|||
Charterhire
|
|
(75,750
|
)
|
|
(78,862
|
)
|
|
3,112
|
|
|
4
|
%
|
|||
Depreciation
|
|
(141,418
|
)
|
|
(121,461
|
)
|
|
(19,957
|
)
|
|
(16
|
)%
|
|||
General and administrative expenses
|
|
(47,511
|
)
|
|
(54,899
|
)
|
|
7,388
|
|
|
13
|
%
|
|||
Loss on sales of vessels, net
|
|
(23,345
|
)
|
|
(2,078
|
)
|
|
(21,267
|
)
|
|
(1,023
|
)%
|
|||
Merger transaction related costs
|
|
(36,114
|
)
|
|
—
|
|
|
(36,114
|
)
|
|
N/A
|
|
|||
Bargain purchase gain
|
|
5,417
|
|
|
—
|
|
|
5,417
|
|
|
N/A
|
|
|||
Financial expenses
|
|
(116,240
|
)
|
|
(104,048
|
)
|
|
(12,192
|
)
|
|
(12
|
)%
|
|||
Realized loss on derivative financial instruments
|
|
(116
|
)
|
|
—
|
|
|
(116
|
)
|
|
N/A
|
|
|||
Unrealized gain on derivative financial instruments
|
|
—
|
|
|
1,371
|
|
|
(1,371
|
)
|
|
(100
|
)%
|
|||
Financial income
|
|
1,538
|
|
|
1,213
|
|
|
325
|
|
|
27
|
%
|
|||
Other income / (expenses), net
|
|
1,527
|
|
|
(188
|
)
|
|
1,715
|
|
|
912
|
%
|
|||
Net loss
|
|
$
|
(158,240
|
)
|
|
$
|
(24,903
|
)
|
|
$
|
(133,337
|
)
|
|
(535
|
)%
|
|
|
For the year ended December 31,
|
|
Change
|
|
Percentage
|
|||||||||
In thousands of U.S. dollars
|
|
2017
|
|
2016
|
|
favorable / (unfavorable)
|
|
Change
|
|||||||
Pool revenue by operating segment
|
|
|
|
|
|
|
|
|
|||||||
MR
|
|
$
|
217,141
|
|
|
$
|
248,974
|
|
|
$
|
(31,833
|
)
|
|
(13
|
)%
|
LR2/Aframax
|
|
142,204
|
|
|
156,503
|
|
|
(14,299
|
)
|
|
(9
|
)%
|
|||
Handymax
|
|
78,510
|
|
|
73,683
|
|
|
4,827
|
|
|
7
|
%
|
|||
LR1/Panamax
|
|
20,875
|
|
|
5,843
|
|
|
15,032
|
|
|
257
|
%
|
|||
Total pool revenue
|
|
458,730
|
|
|
485,003
|
|
|
(26,273
|
)
|
|
(5
|
)%
|
|||
Voyage revenue (spot market)
|
|
16,591
|
|
|
—
|
|
|
16,591
|
|
|
N/A
|
|
|||
Time charter-out revenue
|
|
37,411
|
|
|
36,694
|
|
|
717
|
|
|
2
|
%
|
|||
Other revenue
|
|
—
|
|
|
1,050
|
|
|
(1,050
|
)
|
|
(100
|
)%
|
|||
Gross revenue
|
|
512,732
|
|
|
522,747
|
|
|
(10,015
|
)
|
|
(2
|
)%
|
|||
Voyage expenses
|
|
(7,733
|
)
|
|
(1,578
|
)
|
|
(6,155
|
)
|
|
(390
|
)%
|
|||
TCE revenue
(1)
|
|
$
|
504,999
|
|
|
$
|
521,169
|
|
|
$
|
(16,170
|
)
|
|
(3
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Daily pool TCE by operating segment:
(1)
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
MR pool
|
|
$
|
12,712
|
|
|
$
|
14,711
|
|
|
$
|
(1,999
|
)
|
|
(14
|
)%
|
LR2/Aframax pools
|
|
14,749
|
|
|
20,019
|
|
|
(5,270
|
)
|
|
(26
|
)%
|
|||
Handymax pool
|
|
11,255
|
|
|
12,101
|
|
|
(846
|
)
|
|
(7
|
)%
|
|||
LR1/Panamax pools
|
|
11,562
|
|
|
17,277
|
|
|
(5,715
|
)
|
|
(33
|
)%
|
|||
Consolidated daily pool TCE
|
|
12,921
|
|
|
15,561
|
|
|
(2,640
|
)
|
|
(17
|
)%
|
|||
Voyage (spot market) - daily TCE
|
|
9,242
|
|
|
—
|
|
|
9,242
|
|
|
N/A
|
|
|||
Time charter-out - daily TCE
|
|
19,914
|
|
|
19,599
|
|
|
315
|
|
|
2
|
%
|
|||
Consolidated daily TCE
|
|
13,146
|
|
|
15,783
|
|
|
(2,637
|
)
|
|
(17
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Pool revenue days per operating segment
|
|
|
|
|
|
|
|
|
|||||||
MR
|
|
17,077
|
|
|
16,915
|
|
|
162
|
|
|
1
|
%
|
|||
LR2/Aframax
|
|
9,638
|
|
|
7,814
|
|
|
1,824
|
|
|
23
|
%
|
|||
Handymax
|
|
6,975
|
|
|
6,079
|
|
|
896
|
|
|
15
|
%
|
|||
LR1/Panamax
|
|
1,804
|
|
|
337
|
|
|
1,467
|
|
|
435
|
%
|
|||
Total pool revenue days
|
|
35,494
|
|
|
31,145
|
|
|
4,349
|
|
|
14
|
%
|
|||
Voyage (spot market) revenue days
|
|
1,104
|
|
|
—
|
|
|
1,104
|
|
|
N/A
|
|
|||
Time charter-out revenue days
|
|
1,817
|
|
|
1,810
|
|
|
7
|
|
|
—
|
%
|
|||
Total revenue days
|
|
38,415
|
|
|
32,955
|
|
|
5,460
|
|
|
17
|
%
|
|
|
For the year ended December 31,
|
|
Change
|
|
Percentage
|
||||||||
In thousands of U.S. dollars
|
|
2017
|
|
2016
|
|
favorable / (unfavorable)
|
|
Change
|
||||||
MR
|
|
$
|
6,508
|
|
|
$
|
—
|
|
|
$
|
6,508
|
|
|
N/A
|
LR2/Aframax
|
|
4,810
|
|
|
—
|
|
|
4,810
|
|
|
N/A
|
|||
Handymax
|
|
3,576
|
|
|
—
|
|
|
3,576
|
|
|
N/A
|
|||
LR1/Panamax
|
|
1,697
|
|
|
—
|
|
|
1,697
|
|
|
N/A
|
|||
Total voyage revenue (spot market)
|
|
$
|
16,591
|
|
|
$
|
—
|
|
|
$
|
16,591
|
|
|
N/A
|
•
|
Spot market voyages:
Seven of our Handymax bareboat chartered-in tankers, two LR1 tankers and six LR2 tankers operated in the spot market on voyage charters for an aggregate of 397 days during the
year ended December 31, 2017
. None of our vessels operated in the spot market during the
year ended December 31, 2016
. The Handymax tankers were delivered to us under bareboat charters in the first quarter of 2017, and they traded in the spot market temporarily, to gain their required vettings prior to their entrance into the SHTP. The LR1 and LR2 tankers were acquired from NPTI, and they also traded in the spot market temporarily to gain their required vettings prior to their entrance into their respective pools.
|
•
|
Short-term time charters:
We consider short-term time charters (less than one year) as spot market voyages. We had six MR and four LR2 product tankers employed on short-term time charters (ranging from 45 days to 120 days) for 706 revenue days during the
year ended December 31, 2017
. There were no vessels employed on short-term time charters during the year ended December 31, 2016. The MRs were newbuilding vessels delivered from HMD and were temporarily employed on these short-term time charters upon delivery, prior to their entrance into the SMRP. The LR2 tankers were acquired from NPTI, and they were also temporarily employed on short-term time charters prior to their entrance into the SLR2P.
|
|
|
For the year ended December 31,
|
|
Change
|
|
Percentage
|
|||||||||
In thousands of U.S. dollars
|
|
2017
|
|
2016
|
|
favorable / (unfavorable)
|
|
Change
|
|||||||
MR
|
|
$
|
14,289
|
|
|
$
|
16,046
|
|
|
$
|
(1,757
|
)
|
|
(11
|
)%
|
Handymax
|
|
13,012
|
|
|
11,895
|
|
|
1,117
|
|
|
9
|
%
|
|||
LR2/Aframax
|
|
10,110
|
|
|
8,753
|
|
|
1,357
|
|
|
16
|
%
|
|||
LR1/Panamax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Total time charter-out revenue
|
|
$
|
37,411
|
|
|
$
|
36,694
|
|
|
$
|
717
|
|
|
2
|
%
|
|
Name
|
|
Year built
|
|
Type
|
|
Delivery Date to the Charterer
|
|
Charter Expiration
|
|
Rate ($/ day)
|
|
|||
1
|
|
STI Pimlico
|
|
2014
|
|
Handymax
|
|
February-16
|
|
February-19
|
(1)
|
$
|
18,000
|
|
|
2
|
|
STI Poplar
|
|
2014
|
|
Handymax
|
|
January-16
|
|
January-19
|
(1)
|
$
|
18,000
|
|
|
3
|
|
STI Notting Hill
|
|
2015
|
|
MR
|
|
November-15
|
|
November-18
|
(2)
|
$
|
20,500
|
|
|
4
|
|
STI Westminster
|
|
2015
|
|
MR
|
|
December-15
|
|
December-18
|
(2)
|
$
|
20,500
|
|
|
5
|
|
STI Rose
|
|
2015
|
|
LR2
|
|
February-16
|
|
February-19
|
(2)
|
$
|
28,000
|
|
|
6
|
|
STI Texas City
|
|
2014
|
|
MR
|
|
March-14
|
|
April-16
|
|
$
|
16,000
|
|
(3)
|
|
|
For the year ended December 31,
|
|
Change
|
|
Percentage
|
|||||||||
In thousands of U.S. dollars
|
|
2017
|
|
2016
|
|
favorable / (unfavorable)
|
|
change
|
|||||||
Vessel operating costs
|
|
|
|
|
|
|
|
|
|||||||
MR
|
|
$
|
101,267
|
|
|
$
|
104,242
|
|
|
$
|
2,975
|
|
|
3
|
%
|
LR2/Aframax
|
|
67,254
|
|
|
50,028
|
|
|
(17,226
|
)
|
|
(34
|
)%
|
|||
Handymax
|
|
50,145
|
|
|
32,817
|
|
|
(17,328
|
)
|
|
(53
|
)%
|
|||
LR1/Panamax
|
|
12,561
|
|
|
33
|
|
(1)
|
(12,528
|
)
|
|
(37,964
|
)%
|
|||
Total vessel operating costs
|
|
$
|
231,227
|
|
|
$
|
187,120
|
|
|
$
|
(44,107
|
)
|
|
(24
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Vessel operating costs per day
|
|
|
|
|
|
|
|
|
|||||||
MR
|
|
$
|
6,337
|
|
|
$
|
6,555
|
|
|
$
|
218
|
|
|
3
|
%
|
LR2/Aframax
|
|
6,705
|
|
|
6,734
|
|
|
29
|
|
|
—
|
%
|
|||
Handymax
|
|
6,716
|
|
|
6,404
|
|
|
(312
|
)
|
|
(5
|
)%
|
|||
LR1/Panamax
|
|
7,073
|
|
|
—
|
|
(1)
|
(7,073
|
)
|
|
N/A
|
|
|||
Consolidated vessel operating costs per day
|
|
6,559
|
|
6,576
|
|
17
|
|
|
—
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
Operating days
|
|
|
|
|
|
|
|
|
|||||||
MR
|
|
15,980
|
|
|
15,900
|
|
|
80
|
|
|
1
|
%
|
|||
LR2/Aframax
|
|
10,030
|
|
|
7,430
|
|
|
2,600
|
|
|
35
|
%
|
|||
Handymax
|
|
7,468
|
|
|
5,124
|
|
|
2,344
|
|
|
46
|
%
|
|||
LR1/Panamax
|
|
1,776
|
|
|
—
|
|
|
1,776
|
|
|
N/A
|
|
|||
Total operating days
|
|
35,254
|
|
|
28,454
|
|
|
6,800
|
|
|
24
|
%
|
•
|
The Merger with NPTI and the acquisition of its fleet of 15 LR2 and 12 LR1 product tankers. Four LR1 product tankers were acquired on June 14, 2017, and the remaining 23 product tankers were acquired on September 1, 2017.
|
•
|
The delivery of eight newbuilding vessels throughout 2017 (two LR2 and six MR).
|
•
|
The sales of two MR tankers in June and July 2017.
|
•
|
The sales and operating leasebacks of three MR tankers in April 2017.
|
•
|
The sales of five MR tankers during the year ended December 31, 2016, which operated for part of 2016.
|
•
|
During the
year ended December 31, 2017
, we recorded (i) an aggregate loss of $14.2 million on the sales and operating leasebacks of
STI Beryl, STI Le Rocher
and
STI
Larvotto
, which closed in April 2017, and (ii) an aggregate loss of $9.1 million on the sales of
STI Emerald
and
STI Sapphire
, which closed in June and July 2017, respectively. These transactions are further described below under “ - Capital Expenditures.”
|
•
|
During the
year ended December 31, 2016
, we recorded an aggregate loss of $2.1 million on the sales of
STI Lexington, STI Mythos, STI Chelsea, STI Powai
and
STI Olivia.
Two of these sales closed in March 2016, one in April 2016 and two in May 2016.
|
•
|
During the
year ended December 31, 2017
, we wrote-off an aggregate of $2.5 million of deferred financing fees as a result of (i) the closing of the finance lease arrangements, and corresponding debt repayments for
STI Amber, STI Topaz, STI Ruby, STI Garnet,
and
STI Onyx,
(ii) the sales and corresponding debt repayments on the amounts borrowed for
STI Sapphire
and
STI Emerald,
(iii) the refinancing of the DVB 2016 Credit Facility, and (iv) the refinancing of amounts borrowed for
STI Soho.
|
•
|
During the
year ended December 31, 2016
, we wrote-off an aggregate of $14.5 million of deferred financing fees as a result of (i) $3.2 million for the sales and corresponding debt repayments on the amounts borrowed for
STI Lexington, STI Mythos, STI Chelsea, STI Olivia
and
STI Powai,
(ii) $11.1 million for the refinancing of the amounts borrowed for 24 vessels, and (iii) $0.2 million for the repurchase of $10.0 million aggregate principal amount of our Convertible Notes.
|
|
|
For the year ended December 31,
|
|
Change
|
|
Percentage
|
|||||||||
In thousands of U.S. dollars
|
|
2016
|
|
2015
|
|
favorable / (unfavorable)
|
|
Change
|
|||||||
Vessel revenue
|
|
$
|
522,747
|
|
|
$
|
755,711
|
|
|
$
|
(232,964
|
)
|
|
(31
|
)%
|
Vessel operating costs
|
|
(187,120
|
)
|
|
(174,556
|
)
|
|
(12,564
|
)
|
|
(7
|
)%
|
|||
Voyage expenses
|
|
(1,578
|
)
|
|
(4,432
|
)
|
|
2,854
|
|
|
64
|
%
|
|||
Charterhire
|
|
(78,862
|
)
|
|
(96,865
|
)
|
|
18,003
|
|
|
19
|
%
|
|||
Depreciation
|
|
(121,461
|
)
|
|
(107,356
|
)
|
|
(14,105
|
)
|
|
(13
|
)%
|
|||
General and administrative expenses
|
|
(54,899
|
)
|
|
(65,831
|
)
|
|
10,932
|
|
|
17
|
%
|
|||
Loss on sales of vessels, net
|
|
(2,078
|
)
|
|
(35
|
)
|
|
(2,043
|
)
|
|
(5,837
|
)%
|
|||
Write-off of vessel purchase options
|
|
—
|
|
|
(731
|
)
|
|
731
|
|
|
100
|
%
|
|||
Gain on sale of Dorian shares
|
|
—
|
|
|
1,179
|
|
|
(1,179
|
)
|
|
(100
|
)%
|
|||
Financial expenses
|
|
(104,048
|
)
|
|
(89,596
|
)
|
|
(14,452
|
)
|
|
(16
|
)%
|
|||
Realized gain / (loss) on derivative financial instruments
|
|
—
|
|
|
55
|
|
|
(55
|
)
|
|
(100
|
)%
|
|||
Unrealized (loss) / gain on derivative financial instruments
|
|
1,371
|
|
|
(1,255
|
)
|
|
2,626
|
|
|
209
|
%
|
|||
Financial income
|
|
1,213
|
|
|
145
|
|
|
1,068
|
|
|
737
|
%
|
|||
Other income (expenses), net
|
|
(188
|
)
|
|
1,316
|
|
|
(1,504
|
)
|
|
(114
|
)%
|
|||
Net (loss) / income
|
|
$
|
(24,903
|
)
|
|
$
|
217,749
|
|
|
$
|
(242,652
|
)
|
|
(111
|
)%
|
|
|
For the year ended December 31,
|
|
Change
|
|
Percentage
|
|||||||||
In thousands of U.S. dollars
|
|
2016
|
|
2015
|
|
favorable / (unfavorable)
|
|
Change
|
|||||||
Pool revenue by operating segment
|
|
|
|
|
|
|
|
|
|||||||
MR
|
|
$
|
248,974
|
|
|
$
|
315,925
|
|
|
$
|
(66,951
|
)
|
|
(21
|
)%
|
LR2
|
|
156,503
|
|
|
208,132
|
|
|
(51,629
|
)
|
|
(25
|
)%
|
|||
Handymax
|
|
73,683
|
|
|
138,736
|
|
|
(65,053
|
)
|
|
(47
|
)%
|
|||
LR1/Panamax
|
|
5,843
|
|
|
34,613
|
|
|
(28,770
|
)
|
|
(83
|
)%
|
|||
Total pool revenue
|
|
$
|
485,003
|
|
|
$
|
697,406
|
|
|
$
|
(212,403
|
)
|
|
(30
|
)%
|
Voyage revenue (spot market)
|
|
—
|
|
|
38,441
|
|
|
(38,441
|
)
|
|
(100
|
)%
|
|||
Time charter-out revenue
|
|
36,694
|
|
|
19,714
|
|
|
16,980
|
|
|
86
|
%
|
|||
Other revenue
|
|
1,050
|
|
|
150
|
|
|
900
|
|
|
600
|
%
|
|||
Gross revenue
|
|
522,747
|
|
|
755,711
|
|
|
(232,964
|
)
|
|
(31
|
)%
|
|||
Voyage expenses
|
|
(1,578
|
)
|
|
(4,432
|
)
|
|
2,854
|
|
|
64
|
%
|
|||
TCE revenue
(1)
|
|
$
|
521,169
|
|
|
$
|
751,279
|
|
|
$
|
(230,110
|
)
|
|
(31
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Daily pool TCE by operating segment:
(1)
|
|
|
|
|
|
|
|
|
|||||||
MR pool
|
|
$
|
14,711
|
|
|
$
|
22,400
|
|
|
$
|
(7,689
|
)
|
|
(34
|
)%
|
LR2 pool
|
|
20,019
|
|
|
30,611
|
|
|
(10,592
|
)
|
|
(35
|
)%
|
|||
Handymax pool
|
|
12,101
|
|
|
19,902
|
|
|
(7,801
|
)
|
|
(39
|
)%
|
|||
LR1/Panamax pool
|
|
17,277
|
|
|
21,991
|
|
|
(4,714
|
)
|
|
(21
|
)%
|
|||
Consolidated daily pool TCE
|
|
15,561
|
|
|
23,689
|
|
|
(8,128
|
)
|
|
(34
|
)%
|
|||
Voyage (spot market) - daily TCE
|
|
—
|
|
|
17,596
|
|
|
(17,596
|
)
|
|
(100
|
)%
|
|||
Time charter-out - daily TCE
|
|
19,599
|
|
|
18,553
|
|
|
1,046
|
|
|
6
|
%
|
|||
Consolidated daily TCE
|
|
15,783
|
|
|
23,163
|
|
|
(7,380
|
)
|
|
(32
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Pool revenue days per operating segment
|
|
|
|
|
|
|
|
|
|||||||
MR
|
|
16,915
|
|
|
14,104
|
|
|
2,811
|
|
|
20
|
%
|
|||
LR2
|
|
7,814
|
|
|
6,800
|
|
|
1,014
|
|
|
15
|
%
|
|||
Handymax
|
|
6,079
|
|
|
6,971
|
|
|
(892
|
)
|
|
(13
|
)%
|
|||
LR1/Panamax
|
|
337
|
|
|
1,574
|
|
|
(1,237
|
)
|
|
(79
|
)%
|
|||
Total pool revenue days
|
|
31,145
|
|
|
29,449
|
|
|
1,696
|
|
|
6
|
%
|
|||
Voyage (spot market) revenue days
|
|
—
|
|
|
1,967
|
|
|
(1,967
|
)
|
|
(100
|
)%
|
|||
Time charter-out revenue days
|
|
1,810
|
|
|
1,027
|
|
|
783
|
|
|
76
|
%
|
|||
Total revenue days
|
|
32,955
|
|
|
32,443
|
|
|
512
|
|
|
2
|
%
|
|
|
For the year ended December 31,
|
|
Change
|
|
Percentage
|
|||||||||
In thousands of U.S. dollars
|
|
2016
|
|
2015
|
|
favorable / (unfavorable)
|
|
Change
|
|||||||
MR
|
|
$
|
—
|
|
|
$
|
32,564
|
|
|
$
|
(32,564
|
)
|
|
(100
|
)%
|
LR2
|
|
—
|
|
|
122
|
|
|
(122
|
)
|
|
(100
|
)%
|
|||
Handymax
|
|
—
|
|
|
3,693
|
|
|
(3,693
|
)
|
|
(100
|
)%
|
|||
LR1/Panamax
|
|
—
|
|
|
2,062
|
|
|
(2,062
|
)
|
|
(100
|
)%
|
|||
Total voyage revenue (spot market)
|
|
$
|
—
|
|
|
$
|
38,441
|
|
|
$
|
(38,441
|
)
|
|
(100
|
)%
|
•
|
Short-term time charters:
We consider short-term time charters (less than one year) as spot market voyages. Most of our newbuilding vessels and one of our time chartered-in vessels were employed on short-term time charters (ranging from 45 to 120 days) upon delivery from the shipyards. These short-term time charters accounted for 1,914 revenue days during the year ended December 31, 2015. There were no vessels employed on short-term time charters during the year ended December 31, 2016.
|
•
|
Spot market voyages:
One of our time chartered-in vessels operated in the spot market for 53 days during the year ended December 31, 2015. There were no vessels employed in the spot market during the year ended December 31, 2016.
|
|
|
For the year ended December 31,
|
|
Change
|
|
Percentage
|
|||||||||
In thousands of U.S. dollars
|
|
2016
|
|
2015
|
|
favorable / (unfavorable)
|
|
Change
|
|||||||
MR
|
|
$
|
16,046
|
|
|
$
|
19,714
|
|
|
$
|
(3,668
|
)
|
|
(19
|
)%
|
LR2
|
|
8,753
|
|
|
—
|
|
|
8,753
|
|
|
N/A
|
|
|||
Handymax
|
|
11,895
|
|
|
—
|
|
|
11,895
|
|
|
N/A
|
|
|||
LR1/Panamax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|||
Total time charter-out revenue
|
|
$
|
36,694
|
|
|
$
|
19,714
|
|
|
$
|
16,980
|
|
|
86
|
%
|
|
Name
|
|
Year built
|
|
Type
|
|
Delivery Date to the Charterer
|
|
Charter Expiration
|
|
Rate ($/ day)
|
|
|||
1
|
|
STI Pimlico
|
|
2014
|
|
Handymax
|
|
February-16
|
|
February-19
|
(1)
|
$
|
18,000
|
|
|
2
|
|
STI Poplar
|
|
2014
|
|
Handymax
|
|
January-16
|
|
January-19
|
(1)
|
$
|
18,000
|
|
|
3
|
|
STI Notting Hill
|
|
2015
|
|
MR
|
|
November-15
|
|
November-18
|
(2)
|
$
|
20,500
|
|
|
4
|
|
STI Westminster
|
|
2015
|
|
MR
|
|
December-15
|
|
December-18
|
(2)
|
$
|
20,500
|
|
|
5
|
|
STI Rose
|
|
2015
|
|
LR2
|
|
February-16
|
|
February-19
|
(2)
|
$
|
28,000
|
|
|
6
|
|
STI Benicia
|
|
2014
|
|
MR
|
|
September-14
|
|
September-15
|
|
$
|
15,500
|
|
(3)
|
7
|
|
STI Meraux
|
|
2014
|
|
MR
|
|
May-14
|
|
May-15
|
|
$
|
15,500
|
|
(3)
|
8
|
|
STI San Antonio
|
|
2014
|
|
MR
|
|
June-14
|
|
June-15
|
|
$
|
15,500
|
|
(3)
|
9
|
|
STI Texas City
|
|
2014
|
|
MR
|
|
March-14
|
|
April-16
|
|
$
|
16,000
|
|
(3)
|
|
|
For the year ended December 31,
|
|
Change
|
|
Percentage
|
|||||||||
In thousands of U.S. dollars
|
|
2016
|
|
2015
|
|
favorable / (unfavorable)
|
|
Change
|
|||||||
Vessel operating costs
|
|
|
|
|
|
|
|
|
|||||||
MR
|
|
$
|
104,242
|
|
|
$
|
100,477
|
|
|
$
|
(3,765
|
)
|
|
(4
|
)%
|
LR2
|
|
50,028
|
|
|
36,681
|
|
|
(13,347
|
)
|
|
(36
|
)%
|
|||
Handymax
|
|
32,817
|
|
|
35,254
|
|
|
2,437
|
|
|
7
|
%
|
|||
LR1/Panamax
|
|
33
|
|
|
2,144
|
|
|
2,111
|
|
|
98
|
%
|
|||
Total vessel operating costs
|
|
$
|
187,120
|
|
|
$
|
174,556
|
|
|
$
|
(12,564
|
)
|
|
(7
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Vessel operating costs per day
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
MR
|
|
$
|
6,555
|
|
|
$
|
6,461
|
|
|
$
|
(94
|
)
|
|
(1
|
)%
|
LR2
|
|
6,734
|
|
|
6,865
|
|
|
131
|
|
|
2
|
%
|
|||
Handymax
|
|
6,404
|
|
|
6,473
|
|
|
69
|
|
|
1
|
%
|
|||
LR1/Panamax
|
|
—
|
|
|
8,440
|
|
|
8,440
|
|
|
100
|
%
|
|||
Consolidated vessel operating costs per day
|
|
6,576
|
|
|
6,564
|
|
|
(12
|
)
|
|
—
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Operating days
|
|
|
|
|
|
|
|
|
|||||||
MR
|
|
15,900
|
|
|
15,550
|
|
|
350
|
|
|
2
|
%
|
|||
LR2
|
|
7,430
|
|
|
5,343
|
|
|
2,087
|
|
|
39
|
%
|
|||
Handymax
|
|
5,124
|
|
|
5,400
|
|
|
(276
|
)
|
|
(5
|
)%
|
|||
LR1/Panamax
|
|
—
|
|
|
254
|
|
|
(254
|
)
|
|
(100
|
)%
|
|||
Total operating days
|
|
28,454
|
|
|
26,547
|
|
|
1,907
|
|
|
7
|
%
|
•
|
During the year ended December 31, 2016, we recorded an aggregate loss of $2.1 million on the sales of
STI Lexington, STI Mythos, STI Chelsea,
STI Powai
and
STI Olivia.
Two of these sales closed in March 2016, one in April 2016 and two in May 2016.
|
•
|
During the year ended December 31, 2015, we recorded a loss of $2.1 million on the sale of
STI Highlander
in October 2015. This loss was offset by an aggregate gain of $2.0 million recorded for the sales of
Venice
,
STI Harmony
and
STI Heritage,
which were sold in March 2015, April 2015 and April 2015, respectively.
|
•
|
an aggregate write-off of $14.5 million of deferred financing fees as a result of (i) $3.2 million for the sales and corresponding debt repayments on the amounts borrowed for
STI Lexington, STI Mythos, STI Chelsea, STI Olivia
and
STI Powai
, which were sold during 2016, (ii) $11.1 million for the refinancing of the amounts borrowed for 24 vessels and
(iii) $0.2 million for the repurchase of $10.0 million aggregate principal amount of Convertible Notes.
|
•
|
an increase in average debt outstanding to $2.0 billion from $1.9 billion for the years ended December 31, 2016 and 2015, respectively, in addition to an increase in LIBOR rates over those same periods.
|
|
For the year ended December 31,
|
||||||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flow data
|
|
|
|
|
|
|
|
|
|||
Net cash inflow/(outflow)
|
|
|
|
|
|
|
|
|
|||
Operating activities
|
$
|
41,801
|
|
|
$
|
178,511
|
|
|
$
|
391,975
|
|
Investing activities
|
(159,923
|
)
|
|
31,333
|
|
|
(703,418
|
)
|
|||
Financing activities
|
204,697
|
|
|
(310,927
|
)
|
|
396,270
|
|
|
|
For the year ended December 31,
|
|
Change
|
|
Percentage
|
|
|||||||||
In thousands of U.S. dollars
|
|
2017
|
|
2016
|
|
favorable / (unfavorable)
|
|
Change
|
|
|||||||
Vessel revenue
|
|
$
|
512,732
|
|
|
$
|
522,747
|
|
|
$
|
(10,015
|
)
|
|
(2
|
)%
|
(1)
|
Vessel operating costs
|
|
(231,227
|
)
|
|
(187,120
|
)
|
|
(44,107
|
)
|
|
(24
|
)%
|
(1)
|
|||
Voyage expenses
|
|
(7,733
|
)
|
|
(1,578
|
)
|
|
(6,155
|
)
|
|
(390
|
)%
|
(1)
|
|||
Charterhire
|
|
(75,750
|
)
|
|
(78,862
|
)
|
|
3,112
|
|
|
4
|
%
|
(1)
|
|||
General and administrative expenses - cash
|
|
(25,126
|
)
|
|
(24,692
|
)
|
|
(434
|
)
|
|
(2
|
)%
|
(1) (2)
|
|||
Financial expenses - cash
|
|
(86,703
|
)
|
|
(63,858
|
)
|
|
(22,845
|
)
|
|
(36
|
)%
|
(1) (3)
|
|||
Merger transaction related costs
|
|
(30,141
|
)
|
|
—
|
|
|
(30,141
|
)
|
|
N/A
|
|
(4)
|
|||
Change in working capital
|
|
(17,200
|
)
|
|
11,778
|
|
|
(28,978
|
)
|
|
(246
|
)%
|
(5)
|
|||
Financial income - cash
|
|
1,206
|
|
|
1,213
|
|
|
(7
|
)
|
|
(1
|
)%
|
|
|||
Other
|
|
1,743
|
|
|
(1,117
|
)
|
|
2,860
|
|
|
(256
|
)%
|
|
|||
Operating cash flow
|
|
$
|
41,801
|
|
|
$
|
178,511
|
|
|
$
|
(136,710
|
)
|
|
(77
|
)%
|
|
|
|
For the year ended December 31,
|
|
Change
|
|
Percentage
|
|
|||||||||
In thousands of U.S. dollars
|
|
2016
|
|
2015
|
|
favorable / (unfavorable)
|
|
Change
|
|
|||||||
Vessel revenue
|
|
$
|
522,747
|
|
|
$
|
755,711
|
|
|
$
|
(232,964
|
)
|
|
(31
|
)%
|
(1)
|
Vessel operating costs
|
|
(187,120
|
)
|
|
(174,556
|
)
|
|
(12,564
|
)
|
|
(7
|
)%
|
(1)
|
|||
Voyage expenses
|
|
(1,578
|
)
|
|
(4,432
|
)
|
|
2,854
|
|
|
64
|
%
|
(1)
|
|||
Charterhire
|
|
(78,862
|
)
|
|
(96,865
|
)
|
|
18,003
|
|
|
19
|
%
|
(1)
|
|||
General and administrative expenses - cash
|
|
(24,692
|
)
|
|
(32,144
|
)
|
|
7,452
|
|
|
23
|
%
|
(1) (2)
|
|||
Financial expenses - cash
|
|
(63,858
|
)
|
|
(61,082
|
)
|
|
(2,776
|
)
|
|
(5
|
)%
|
(1) (3)
|
|||
Change in working capital
|
|
11,778
|
|
|
3,360
|
|
|
8,418
|
|
|
251
|
%
|
(4)
|
|||
Other
|
|
96
|
|
|
1,983
|
|
|
(1,887
|
)
|
|
(95
|
)%
|
|
|||
Operating cash flow
|
|
$
|
178,511
|
|
|
$
|
391,975
|
|
|
$
|
(213,464
|
)
|
|
(54
|
)%
|
|
|
|
For the year ended December 31,
|
|
Change
|
|
Percentage
|
|
|||||||||
In thousands of U.S. dollars
|
|
2017
|
|
2016
|
|
favorable / (unfavorable)
|
|
Change
|
|
|||||||
Cash inflows
|
|
|
|
|
|
|
|
|
|
|||||||
Net proceeds from the sales of vessels
|
|
$
|
127,372
|
|
|
$
|
158,175
|
|
|
$
|
(30,803
|
)
|
|
(19
|
)%
|
(1)
|
Total investing cash inflows
|
|
127,372
|
|
|
158,175
|
|
|
(30,803
|
)
|
|
(19
|
)%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Cash outflows
|
|
|
|
|
|
|
|
|
|
|||||||
Acquisition of vessels and payments for vessels under construction
|
|
(258,311
|
)
|
|
(126,842
|
)
|
|
(131,469
|
)
|
|
(104
|
)%
|
(2)
|
|||
Net cash paid for the merger with NPTI
|
|
(23,062
|
)
|
|
—
|
|
|
(23,062
|
)
|
|
N/A
|
|
(3)
|
|||
Drydock Payments
|
|
(5,922
|
)
|
|
—
|
|
|
(5,922
|
)
|
|
N/A
|
|
(4)
|
|||
Total investing cash outflows
|
|
(287,295
|
)
|
|
(126,842
|
)
|
|
(160,453
|
)
|
|
(126
|
)%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Net cash (outflow) / inflow from investing activities
|
|
$
|
(159,923
|
)
|
|
$
|
31,333
|
|
|
$
|
(191,256
|
)
|
|
(610
|
)%
|
|
|
|
For the year ended December 31,
|
|
Change
|
|
Percentage
|
|
|||||||||
In thousands of U.S. dollars
|
|
2016
|
|
2015
|
|
favorable / (unfavorable)
|
|
Change
|
|
|||||||
Cash inflows
|
|
|
|
|
|
|
|
|
|
|||||||
Net proceeds from the sales of vessels
|
|
$
|
158,175
|
|
|
$
|
90,820
|
|
|
$
|
67,355
|
|
|
74
|
%
|
(1)
|
Net proceeds from the sale of our shares in Dorian
|
|
—
|
|
|
142,436
|
|
|
(142,436
|
)
|
|
(100
|
)%
|
(2)
|
|||
Total investing cash inflows
|
|
158,175
|
|
|
233,256
|
|
|
(75,081
|
)
|
|
(32
|
)%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Cash outflows
|
|
|
|
|
|
|
|
|
|
|||||||
Acquisition of vessels and payments for vessels under construction
|
|
(126,842
|
)
|
|
(905,397
|
)
|
|
778,555
|
|
|
86
|
%
|
(3)
|
|||
Deposit returned for vessel purchases
|
|
—
|
|
|
(31,277
|
)
|
|
31,277
|
|
|
100
|
%
|
(4)
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Total investing cash outflows
|
|
(126,842
|
)
|
|
(936,674
|
)
|
|
809,832
|
|
|
86
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Net cash inflow / (outflow) from investing activities
|
|
$
|
31,333
|
|
|
$
|
(703,418
|
)
|
|
$
|
734,751
|
|
|
104
|
%
|
|
|
|
For the year ended December 31,
|
|
Change
|
|
Percentage
|
|
|||||||||
In thousands of U.S. dollars
|
|
2017
|
|
2016
|
|
favorable / (unfavorable)
|
|
Change
|
|
|||||||
Cash inflows
|
|
|
|
|
|
|
|
|
|
|||||||
Drawdowns from our secured credit facilities
|
|
$
|
357,200
|
|
|
$
|
565,028
|
|
|
$
|
(207,828
|
)
|
|
(37
|
)%
|
(1)
|
Proceeds from issuance of Senior Notes due 2019
|
|
57,500
|
|
|
—
|
|
|
57,500
|
|
|
N/A
|
|
(1)
|
|||
Proceeds from finance lease arrangements
|
|
110,942
|
|
|
—
|
|
|
110,942
|
|
|
N/A
|
|
(1)
|
|||
Gross proceeds from issuance of common stock
|
|
303,500
|
|
|
—
|
|
|
303,500
|
|
|
N/A
|
|
(2)
|
|||
Total financing cash inflows
|
|
829,142
|
|
|
565,028
|
|
|
264,114
|
|
|
47
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Cash outflows
|
|
|
|
|
|
|
|
|
|
|||||||
Repayments on our secured credit facilities
|
|
(478,413
|
)
|
|
(700,059
|
)
|
|
221,646
|
|
|
32
|
%
|
(1)
|
|||
Repayments of Senior Notes due 2017
|
|
(51,750
|
)
|
|
—
|
|
|
(51,750
|
)
|
|
N/A
|
|
(1)
|
|||
Payments under finance lease arrangements
|
|
(16,133
|
)
|
|
(53,372
|
)
|
|
37,239
|
|
|
70
|
%
|
(1)
|
|||
Redemption of redeemable preferred shares assumed from NPTI
|
|
(39,495
|
)
|
|
—
|
|
|
(39,495
|
)
|
|
N/A
|
|
(3)
|
|||
Dividend payments
|
|
(9,561
|
)
|
|
(86,923
|
)
|
|
77,362
|
|
|
89
|
%
|
(4)
|
|||
Common stock repurchases
|
|
—
|
|
|
(16,505
|
)
|
|
16,505
|
|
|
100
|
%
|
(5)
|
|||
Debt issuance costs
|
|
(11,758
|
)
|
|
(10,679
|
)
|
|
(1,079
|
)
|
|
(10
|
)%
|
(6)
|
|||
Repurchase of our Convertible Notes
|
|
—
|
|
|
(8,393
|
)
|
|
8,393
|
|
|
100
|
%
|
(7)
|
|||
Equity issuance costs
|
|
(15,056
|
)
|
|
(24
|
)
|
|
(15,032
|
)
|
|
(62,633
|
)%
|
(2)
|
|||
Increase in restricted cash
|
|
(2,279
|
)
|
|
—
|
|
|
(2,279
|
)
|
|
N/A
|
|
(8)
|
|||
Total financing cash outflows
|
|
(624,445
|
)
|
|
(875,955
|
)
|
|
251,510
|
|
|
29
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Net cash inflow / (outflow) from financing activities
|
|
$
|
204,697
|
|
|
$
|
(310,927
|
)
|
|
$
|
515,624
|
|
|
166
|
%
|
|
|
|
2017
|
|
2016
|
||||||||||||
|
|
Drawdowns
|
|
Repayments
|
|
Drawdowns
|
|
Repayments
|
||||||||
In thousands of U.S. dollars
|
|
|
|
|
|
|
|
|
||||||||
2011 Credit Facility
|
|
$
|
—
|
|
|
$
|
(93,041
|
)
|
|
$
|
—
|
|
|
$
|
(7,935
|
)
|
Newbuilding Credit Facility
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71,843
|
)
|
||||
2013 Credit Facility
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(428,253
|
)
|
||||
K-Sure Credit Facility
|
|
—
|
|
|
(74,111
|
)
|
|
—
|
|
|
(125,968
|
)
|
||||
KEXIM Credit Facility
|
|
—
|
|
|
(33,650
|
)
|
|
—
|
|
|
(33,650
|
)
|
||||
Credit Suisse Credit Facility
|
|
58,350
|
|
|
(4,863
|
)
|
|
—
|
|
|
—
|
|
||||
ABN AMRO Credit Facility
|
|
—
|
|
|
(13,038
|
)
|
|
—
|
|
|
(13,480
|
)
|
||||
ING Credit Facility
|
|
—
|
|
|
(14,447
|
)
|
|
95,641
|
|
|
(6,058
|
)
|
||||
BNP Paribas Credit Facility
|
|
40,825
|
|
|
(30,475
|
)
|
|
17,250
|
|
|
(2,300
|
)
|
||||
Scotiabank Credit Facility
|
|
—
|
|
|
(3,330
|
)
|
|
33,300
|
|
|
(1,110
|
)
|
||||
NIBC Credit Facility
|
|
—
|
|
|
(5,105
|
)
|
|
40,838
|
|
|
(1,021
|
)
|
||||
2016 Credit Facility
|
|
—
|
|
|
(85,205
|
)
|
|
288,000
|
|
|
(6,816
|
)
|
||||
DVB 2016 Credit Facility
|
|
—
|
|
|
(88,375
|
)
|
|
90,000
|
|
|
(1,625
|
)
|
||||
HSH Credit Facility
|
|
31,125
|
|
|
(15,709
|
)
|
|
—
|
|
|
—
|
|
||||
2017 Credit Facility
|
|
145,500
|
|
|
(3,686
|
)
|
|
—
|
|
|
—
|
|
||||
DVB 2017 Credit Facility
|
|
81,400
|
|
|
(2,960
|
)
|
|
—
|
|
|
—
|
|
||||
Credit Agricole Credit Facility*
|
|
—
|
|
|
(4,284
|
)
|
|
—
|
|
|
—
|
|
||||
ABN AMRO/K-Sure Credit Facility*
|
|
—
|
|
|
(1,926
|
)
|
|
—
|
|
|
—
|
|
||||
Citi/K-Sure Credit Facility*
|
|
—
|
|
|
(4,208
|
)
|
|
—
|
|
|
—
|
|
||||
Total Secured Credit Facilities
|
|
357,200
|
|
|
(478,413
|
)
|
|
565,029
|
|
|
(700,059
|
)
|
||||
Unsecured Senior Notes due 2019
|
|
57,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Unsecured Senior Notes due 2017
|
|
—
|
|
|
(51,750
|
)
|
|
—
|
|
|
—
|
|
||||
Total Unsecured Senior Notes
|
|
57,500
|
|
|
(51,750
|
)
|
|
—
|
|
|
—
|
|
||||
Ocean Yield Lease Financing*
|
|
—
|
|
|
(3,459
|
)
|
|
—
|
|
|
—
|
|
||||
CMBFL Lease Financing*
|
|
—
|
|
|
(2,454
|
)
|
|
—
|
|
|
—
|
|
||||
BCFL Lease Financing (LR2s)*
|
|
—
|
|
|
(2,439
|
)
|
|
—
|
|
|
—
|
|
||||
CSSC Lease Financing*
|
|
—
|
|
|
(6,071
|
)
|
|
—
|
|
|
—
|
|
||||
BCFL Lease Financing (MRs)
|
|
110,942
|
|
|
(1,710
|
)
|
|
—
|
|
|
—
|
|
||||
Finance lease payments -
STI Lombard
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,372
|
)
|
||||
Total Finance Leases
|
|
$
|
110,942
|
|
|
$
|
(16,133
|
)
|
|
$
|
—
|
|
|
$
|
(53,372
|
)
|
|
|
For the year ended December 31,
|
|
Change
|
|
Percentage
|
|
|||||||||
In thousands of U.S. dollars
|
|
2016
|
|
2015
|
|
favorable / (unfavorable)
|
|
Change
|
|
|||||||
Cash inflows
|
|
|
|
|
|
|
|
|
|
|||||||
Drawdowns from our secured credit facilities
|
|
$
|
565,028
|
|
|
$
|
643,550
|
|
|
$
|
(78,522
|
)
|
|
(12
|
)%
|
(1)
|
Gross proceeds from the issuance of common stock
|
|
—
|
|
|
159,747
|
|
|
(159,747
|
)
|
|
(100
|
)%
|
(2)
|
|||
Total financing cash inflows
|
|
565,028
|
|
|
803,297
|
|
|
(238,269
|
)
|
|
(30
|
)%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Cash outflows
|
|
|
|
|
|
|
|
|
|
|||||||
Repayments on our secured credit facilities
|
|
(753,431
|
)
|
|
(226,260
|
)
|
|
(527,171
|
)
|
|
(233
|
)%
|
(1)
|
|||
Dividend payments
|
|
(86,923
|
)
|
|
(87,056
|
)
|
|
133
|
|
|
—
|
%
|
(3)
|
|||
Common stock repurchases
|
|
(16,505
|
)
|
|
(76,028
|
)
|
|
59,523
|
|
|
78
|
%
|
(4)
|
|||
Debt issuance costs
|
|
(10,679
|
)
|
|
(8,497
|
)
|
|
(2,182
|
)
|
|
(26
|
)%
|
(5)
|
|||
Repurchase of Convertible Notes
|
|
(8,393
|
)
|
|
(1,632
|
)
|
|
(6,761
|
)
|
|
(414
|
)%
|
(6)
|
|||
Equity issuance costs
|
|
(24
|
)
|
|
(7,554
|
)
|
|
7,530
|
|
|
100
|
%
|
(2)
|
|||
Total financing cash outflows
|
|
(875,955
|
)
|
|
(407,027
|
)
|
|
(468,928
|
)
|
|
(115
|
)%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Net cash (outflow) / inflow from financing activities
|
|
$
|
(310,927
|
)
|
|
$
|
396,270
|
|
|
$
|
(707,197
|
)
|
|
(178
|
)%
|
|
|
|
2016
|
|
2015
|
||||||||||||
|
|
Drawdowns
|
|
Repayments
|
|
Drawdowns
|
|
Repayments
|
||||||||
In thousands of U.S. dollars
|
|
|
|
|
|
|
|
|
||||||||
2010 Revolving Credit Facility
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(41,456
|
)
|
2011 Credit Facility
|
|
—
|
|
|
(7,935
|
)
|
|
—
|
|
|
(7,935
|
)
|
||||
Newbuilding Credit Facility
|
|
—
|
|
|
(71,843
|
)
|
|
—
|
|
|
(5,998
|
)
|
||||
2013 Credit Facility
|
|
—
|
|
|
(428,253
|
)
|
|
127,700
|
|
|
(83,970
|
)
|
||||
K-Sure Credit Facility
|
|
—
|
|
|
(125,968
|
)
|
|
261,100
|
|
|
(18,261
|
)
|
||||
KEXIM Credit Facility
|
|
—
|
|
|
(33,650
|
)
|
|
30,300
|
|
|
(29,350
|
)
|
||||
Nomura Term Margin Loan Facility
|
|
—
|
|
|
—
|
|
|
30,000
|
|
|
(30,000
|
)
|
||||
ABN AMRO Credit Facility
|
|
—
|
|
|
(13,480
|
)
|
|
142,200
|
|
|
(2,370
|
)
|
||||
ING Credit Facility
|
|
95,640
|
|
|
(6,058
|
)
|
|
35,000
|
|
|
(292
|
)
|
||||
BNP Paribas Credit Facility
|
|
17,250
|
|
|
(2,300
|
)
|
|
17,250
|
|
|
—
|
|
||||
Scotiabank Credit Facility
|
|
33,300
|
|
|
(1,110
|
)
|
|
—
|
|
|
—
|
|
||||
NIBC Credit Facility
|
|
40,838
|
|
|
(1,021
|
)
|
|
—
|
|
|
—
|
|
||||
2016 Credit Facility
|
|
288,000
|
|
|
(6,816
|
)
|
|
—
|
|
|
—
|
|
||||
DVB 2016 Credit Facility
|
|
90,000
|
|
|
(1,625
|
)
|
|
—
|
|
|
—
|
|
||||
Finance lease payments -
STI Lombard
|
|
—
|
|
|
(53,372
|
)
|
|
—
|
|
|
(6,628
|
)
|
||||
|
|
$
|
565,028
|
|
|
$
|
(753,431
|
)
|
|
$
|
643,550
|
|
|
$
|
(226,260
|
)
|
•
|
a first priority mortgage over the relevant collateralized vessels;
|
•
|
a first priority assignment of earnings, insurances and charters from the mortgaged vessels for the specific facility;
|
•
|
a pledge of earnings generated by the mortgaged vessels for the specific facility; and
|
•
|
a pledge of the equity interests of each vessel owning subsidiary under the specific facility.
|
In thousands of U.S. dollars
|
|
Amount outstanding at December 31, 2017
|
|
Amount outstanding at March 22, 2018
|
||||
K-Sure Credit Facility
|
|
$
|
239,919
|
|
|
$
|
239,919
|
|
KEXIM Credit Facility
|
|
332,950
|
|
|
316,125
|
|
||
Credit Suisse Credit Facility
|
|
53,488
|
|
|
53,488
|
|
||
ABN AMRO Credit Facility
|
|
113,312
|
|
|
111,090
|
|
||
ING Credit Facility
|
|
109,844
|
|
|
109,844
|
|
||
BNP Paribas Credit Facility
|
|
42,550
|
|
|
42,550
|
|
||
Scotiabank Credit Facility
|
|
28,860
|
|
|
28,860
|
|
||
NIBC Credit Facility
|
|
34,712
|
|
|
34,712
|
|
||
2016 Credit Facility
|
|
195,979
|
|
|
190,718
|
|
||
2017 Credit Facility
(1)
|
|
141,814
|
|
|
161,622
|
|
||
HSH Credit Facility
|
|
15,416
|
|
|
15,018
|
|
||
DVB 2017 Credit Facility
|
|
78,440
|
|
|
76,960
|
|
||
Credit Agricole Credit Facility
|
|
107,863
|
|
|
105,721
|
|
||
ABN / K-Sure Credit Facility
|
|
53,381
|
|
|
52,418
|
|
||
Citi / K-Sure Credit Facility
|
|
112,066
|
|
|
109,962
|
|
||
Ocean Yield Lease Financing
|
|
170,737
|
|
|
168,208
|
|
||
CMBFL Lease Financing
|
|
66,879
|
|
|
65,652
|
|
||
BCFL Lease Financing (LR2s)
|
|
108,120
|
|
|
106,281
|
|
||
CSSC Lease Financing
|
|
263,835
|
|
|
259,508
|
|
||
BCFL Lease Financing (MRs)
|
|
109,237
|
|
|
106,744
|
|
||
Senior Notes Due 2020
|
|
53,750
|
|
|
53,750
|
|
||
Senior Notes Due 2019
|
|
57,500
|
|
|
57,500
|
|
||
Convertible Notes
(2)
|
|
348,500
|
|
|
348,500
|
|
||
Total
|
|
$
|
2,839,152
|
|
|
$
|
2,815,150
|
|
In thousands of U.S. dollars
|
Balance assumed from NPTI
(1)
|
Fair value adjustments
(2)
|
Opening balance sheet fair value
|
Scheduled repayments
|
Other repayments
|
|
Accretion / (amortization) of fair value adjustments
(3)
|
Carrying Value at December 31, 2017
|
||||||||||||||
Credit Agricole Credit Facility
|
$
|
118,289
|
|
$
|
(4,433
|
)
|
$
|
113,856
|
|
$
|
(4,284
|
)
|
$
|
(6,142
|
)
|
(4)
|
$
|
484
|
|
$
|
103,914
|
|
ABN AMRO/K-Sure Credit Facility
|
55,307
|
|
(3,739
|
)
|
51,568
|
|
(1,926
|
)
|
—
|
|
|
266
|
|
49,908
|
|
|||||||
Citi/K-Sure Credit Facility
|
116,274
|
|
(8,690
|
)
|
107,584
|
|
(4,208
|
)
|
—
|
|
|
676
|
|
104,052
|
|
|||||||
Ocean Yield Lease Financing
|
174,180
|
|
(1,774
|
)
|
172,406
|
|
(3,459
|
)
|
—
|
|
|
69
|
|
169,016
|
|
|||||||
CMBFL Lease Financing
|
69,333
|
|
(1,029
|
)
|
68,304
|
|
(2,454
|
)
|
—
|
|
|
65
|
|
65,915
|
|
|||||||
BCFL Lease Financing (LR2s)
|
110,559
|
|
(4,136
|
)
|
106,423
|
|
(2,439
|
)
|
—
|
|
|
203
|
|
104,187
|
|
|||||||
CSSC Lease Financing
|
280,819
|
|
6,415
|
|
287,234
|
|
(6,071
|
)
|
(10,913
|
)
|
(5)
|
(285
|
)
|
269,965
|
|
|||||||
|
$
|
924,761
|
|
$
|
(17,386
|
)
|
$
|
907,375
|
|
$
|
(24,841
|
)
|
$
|
(17,055
|
)
|
|
$
|
1,478
|
|
$
|
866,957
|
|
•
|
The ratio of net debt to total capitalization no greater than 0.60 to 1.00.
|
•
|
Consolidated tangible net worth of no less than $1.0 billion plus (i) 25% of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii) 50% of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, equal to or greater than 1.50 to 1.00 from the quarters ended June 30, 2017 until December 31, 2018 and 2.50 to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of $25.0 million or $500,000 per each owned vessel plus $250,000 per each time chartered-in vessel.
|
•
|
The minimum threshold for the aggregate fair market value of the vessels as a percentage of the then aggregate principal amount of the facility shall at all times be no less than the following:
|
From
|
|
To
|
|
Minimum ratio
|
01-Jan-16
|
|
31-Dec-16
|
|
165%
|
01-Jan-17
|
|
31-Dec-17
|
|
160%
|
01-Jan-18
|
|
31-Dec-18
|
|
155%
|
01-Jan-19
|
|
31-Dec-19
|
|
150%
|
01-Jan-20
|
|
Thereafter
|
|
145%
|
•
|
The ratio of net debt to total capitalization no greater than 0.60 to 1.00.
|
•
|
Consolidated tangible net worth of no less than $1.0 billion plus (i) 25% of cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii) 50% of the net proceeds of any new equity issues occurring on or after January 1, 2016.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, of greater than 1.50 to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and 2.50 to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of $25.0 million or $500,000 per each owned vessel plus $250,000 per each time chartered-in vessel.
|
•
|
The minimum threshold for the aggregate fair market value of the vessels as a percentage of the then aggregate principal amount in the facility shall at all times be no less than the following:
|
From
|
|
To
|
|
Minimum ratio
|
01-Jan-16
|
|
31-Dec-16
|
|
165%
|
01-Jan-17
|
|
31-Dec-17
|
|
160%
|
01-Jan-18
|
|
31-Dec-18
|
|
155%
|
01-Jan-19
|
|
31-Dec-19
|
|
150%
|
01-Jan-20
|
|
Thereafter
|
|
145%
|
Drawdown amount
|
|
|
|
|
||
(in millions of U.S. dollars)
|
|
Drawdown date
|
|
Collateral
|
||
$
|
29.4
|
|
|
February 2017
|
|
STI Selatar
|
29.0
|
|
|
March 2017
|
|
STI Rambla
|
•
|
The ratio of net debt to total capitalization no greater than 0.60 to 1.00.
|
•
|
Consolidated tangible net worth of no less than $677.3 million plus (i) 25% of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after October 1, 2013 and (ii) 50% of the net proceeds of new equity issues occurring on or after October 1, 2013.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, equal to or greater than 1.50 to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and 2.50 to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of $25.0 million or $500,000 per each owned vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than 135% of the then aggregate outstanding principal amount of the loans under the credit facility.
|
•
|
The ratio of net debt to total capitalization no greater than 0.60 to 1.00.
|
•
|
Consolidated tangible net worth of no less than $677.3 million plus (i) 25% of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after October 1, 2013 and (ii) 50% of the net proceeds of new equity issues occurring on or after October 1, 2013.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, of greater than 1.50 to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and 2.50 to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of $25.0 million or $500,000 per each owned vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than 140% of the then aggregate outstanding principal amount of the loans under the credit facility.
|
•
|
The ratio of net debt to total capitalization not more than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth of not less than $1.0 billion plus (i)
25%
of the positive consolidated net income for each fiscal quarter commencing on or after January 1, 2016 and (ii)
50%
of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, equal to or greater than 1.50 to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and
2.50
to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
or
$500,000
per each owned vessel plus $250,000 per each time chartered-in vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than the following percentage of the then aggregate outstanding principal amount of the loans under the credit facility.
|
From
|
|
To
|
|
Minimum ratio
|
|
29-Feb-16
|
|
31-Mar-19
|
|
155
|
%
|
1-Apr-19
|
|
31-Mar-20
|
|
150
|
%
|
1-Apr-20
|
|
Thereafter
|
|
145
|
%
|
•
|
The ratio of net debt to total capitalization no greater than 0.60 to 1.00.
|
•
|
Consolidated tangible net worth of no less than $677.3 million plus (i) 25% of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after October 1, 2013 and (ii) 50% of the net proceeds of new equity issues occurring on or after October 1, 2013.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, equal to or greater than 1.50 to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and 2.50 to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of $25.0 million or $500,000 per each owned vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than 140% of the then aggregate outstanding principal amount of the loans under the credit facility.
|
•
|
The ratio of net debt to total capitalization no greater than 0.60 to 1.00.
|
•
|
Consolidated tangible net worth of no less than $1.0 billion plus (i) 25% of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii) 50% of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, of greater than 1.50 to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and 2.50 to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of $25.0 million or $500,000 per each owned vessel.
|
•
|
The aggregate of the fair market value of the vessels provided as collateral under the facility shall at all times be no less than 125% of the then aggregate outstanding principal amount of the loans under the credit facility.
|
•
|
The ratio of net debt to total capitalization no greater than 0.60 to 1.00.
|
•
|
Consolidated tangible net worth of no less than $1.0 billion plus (i) 25% of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii) 50% of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, of greater than 1.50 to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and 2.50 to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of $25.0 million or $500,000 per each owned vessel plus $250,000 per each time chartered-in vessel.
|
•
|
The aggregate of the fair market value of the vessels provided as collateral under the facility shall be: 130% from the first drawdown date and ending on the second anniversary of the first drawdown date; 135% from the second anniversary of the first drawdown date and expiring on the fourth anniversary of the first drawdown date; and 140% at all times thereafter.
|
•
|
The ratio of net debt to total capitalization no greater than 0.60 to 1.00.
|
•
|
Consolidated tangible net worth of no less than $1.0 billion plus (i) 25% of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii) 50% of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, of greater than 1.50 to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and 2.50 to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of $25.0 million or $500,000 per each owned vessel plus $250,000 per each time chartered-in vessel.
|
•
|
The aggregate of the fair market value of the vessels provided as collateral under the facility shall at all times be no less than 140% of the then aggregate outstanding principal amount of the loans under the credit facility.
|
Drawdown amount
|
|
|
|
|
||
(in millions of U.S. dollars)
|
|
Drawdown date
|
|
Collateral
|
||
$
|
20.4
|
|
|
March 2017
|
|
STI Galata
|
20.4
|
|
|
April 2017
|
|
STI Bosphorus
|
|
21.0
|
|
|
June 2017
|
|
STI Leblon
|
|
21.0
|
|
|
July 2017
|
|
STI La Boca
|
|
20.6
|
|
|
September 2017
|
|
STI San Telmo
|
|
20.7
|
|
|
October 2017
|
|
STI Donald C Trauscht
|
|
21.5
|
|
|
December 2017
|
|
STI Esles II
|
•
|
The first commercial tranche of $15.0 million has a final maturity of six years from the drawdown date of each vessel, bears interest at LIBOR plus a margin of 2.25% per annum, and has a 15-year repayment profile.
|
•
|
The second commercial tranche of $25.0 million has a final maturity of nine years from the drawdown date of each vessel (assuming KEXIM or GIEK have not exercised their option to call for prepayment of the KEXIM and GIEK funded and guaranteed tranches by the date falling two months prior to the maturity of the first commercial tranche and in the event that the first commercial tranche has not been extended), bears interest at LIBOR plus a margin of 2.25% per annum, and has a 15-year repayment profile.
|
•
|
The KEXIM Funded Tranche and GIEK Guaranteed Tranche have a final maturity of 12 years from the drawdown date of each vessel (assuming the commercial tranches are refinanced through that date), bear interest at LIBOR plus a margin of 2.15% per annum, and have a 12-year repayment profile.
|
•
|
The KEXIM Guaranteed Tranche has a final maturity of 12 years from the drawdown date of each vessel (assuming the commercial tranches are refinanced through that date), bears interest at LIBOR plus a margin of 1.60% per annum, and has a 12-year repayment profile.
|
•
|
The ratio of net debt to total capitalization no greater than 0.60 to 1.00.
|
•
|
Consolidated tangible net worth no less than $1.0 billion plus (i) 25% of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii) 50% of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, of greater than 1.50 to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and 2.50 to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of $25.0 million or $500,000 per each owned vessel and $250,000 per each time chartered-in vessel.
|
•
|
Concurrent with the amendment on the ratio of EBITDA to net interest expense financial covenant in August 2017, the security cover ratio under the 2017 Credit Facility was revised such that the aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than the following percentages of the then aggregate outstanding principal amount of the loans under the credit facility:
|
From
|
|
To
|
|
Minimum ratio
|
|
3-Aug-17
|
|
31-Dec-17
|
|
160
|
%
|
1-Jan-18
|
|
31-Dec-18
|
|
155
|
%
|
1-Jan-19
|
|
31-Dec-19
|
|
150
|
%
|
1-Jan-20
|
|
Thereafter
|
|
145
|
%
|
Drawdown amount
|
|
|
|
|
||
(in millions of U.S. dollars)
|
|
Drawdown date
|
|
Collateral
|
||
$
|
16.5
|
|
|
February 2017
|
|
STI Duchessa
|
14.6
|
|
|
February 2017
|
|
STI Onyx
|
•
|
The ratio of net debt to total capitalization no greater than 0.60 to 1.00.
|
•
|
Consolidated tangible net worth no less than $1.0 billion plus (i) 25% of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii) 50% of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, of greater than 1.50 to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and 2.50 to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of $25.0 million or $500,000 per each owned vessel and $250,000 per each time chartered-in vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than 140% of the then aggregate outstanding principal amount of the loans under the credit facility.
|
Drawdown amount
|
|
|
|
|
||
(in millions of U.S. dollars)
|
|
Drawdown date
|
|
Collateral
|
||
$
|
28.3
|
|
|
April 2017
|
|
STI Alexis
|
18.9
|
|
|
April 2017
|
|
STI Seneca
|
|
17.9
|
|
|
April 2017
|
|
STI Milwaukee
|
|
16.3
|
|
|
April 2017
|
|
STI Wembley
|
•
|
The ratio of net debt to total capitalization no greater than 0.60 to 1.00.
|
•
|
Consolidated tangible net worth of no less than $677,286,768 plus (i) 25% of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after October 1, 2013 and (ii) 50% of the net proceeds of new equity issues occurring on or after October 1, 2013.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, equal to or greater than 1.50 to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and 2.50 to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of $25.0 million and $500,000 per each owned vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than 140% of the then aggregate outstanding principal amount of the loans under the credit facility.
|
•
|
The ratio of net debt to total capitalization no greater than 0.60 to 1.00.
|
•
|
Consolidated tangible net worth of no less than $1.0 billion plus (i) 25% of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii) 50% of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
Minimum liquidity of not less than the greater of $25.0 million or $500,000 per each owned vessel and $250,000 per each time chartered-in vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than 135% of the then aggregate outstanding principal amount of the loans under the credit facility.
|
•
|
The ratio of net debt to total capitalization no greater than 0.60 to 1.00.
|
•
|
Consolidated tangible net worth no less than $1.0 billion plus (i) 25% of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii) 50% of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
Minimum liquidity of not less than the greater of $25.0 million or $500,000 per each owned vessel and $250,000 per each time chartered-in vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than 135% of the then aggregate outstanding principal amount of the loans (less any amounts held in a debt service reserve account as described below) under the credit facility.
|
•
|
The ratio of net debt to total capitalization no greater than 0.60 to 1.00.
|
•
|
Consolidated tangible net worth of no less than $1.0 billion plus (i) 25% of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii) 50% of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
Minimum liquidity of not less than the greater of $25.0 million or $500,000 per each owned vessel and $250,000 per each time chartered-in vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than 135% of the then aggregate outstanding principal amount of the loans (less any amounts held in a debt service reserve account as described below) under the credit facility.
|
•
|
The ratio of net debt to total capitalization no greater than 0.60 to 1.00.
|
•
|
Consolidated tangible net worth of no less than $1.0 billion plus (i) 25% of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii) 50% of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
Minimum liquidity of not less than the greater of $25.0 million or $500,000 per each owned vessel and $250,000 per each time chartered-in vessel.
|
•
|
The fair market value of each vessel leased under the facility shall at all times be no less than 115% of the outstanding balance for such vessel.
|
•
|
The ratio of net debt to total capitalization no greater than 0.60 to 1.00.
|
•
|
Consolidated tangible net worth of no less than $1.0 billion plus (i) 25% of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii) 50% of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
Minimum liquidity of not less than the greater of $25.0 million or $500,000 per each owned vessel and $250,000 per each time chartered-in vessel.
|
•
|
Net borrowings shall not equal or exceed 70% of total assets.
|
•
|
Net worth shall always exceed $650.0 million.
|
•
|
during any calendar quarter commencing after the calendar quarter ending on September 30, 2014 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 15 trading days (whether or not consecutive) during a period of 25 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
|
•
|
during the five-business day period after any five consecutive trading day period, or the Measurement Period, in which the trading price (as defined in the indenture) per $1,000 principal amount of Convertible Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;
|
•
|
if the Company calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or
|
•
|
upon the occurrence of specified corporate events as defined in the indenture (e.g. consolidations, mergers, a binding share exchange or the transfer or lease of all or substantially all of our assets).
|
•
|
Net borrowings shall not equal or exceed 70% of total assets.
|
•
|
Net worth shall always exceed $650.0 million.
|
•
|
In
May 2015, we reached agreements with two unrelated third parties to purchase an aggregate of four LR2 product tankers, which were under construction at Sungdong Shipbuilding & Marine Engineering Co. Ltd. of South Korea and Daehan Shipbuilding Co. Ltd. of South Korea for $60.0 million each.
STI Spiga
and
STI Savile Row
were delivered in June 2015 and
STI Kingsway
and
STI Carnaby
were delivered in August and September 2015, respectively.
|
•
|
In July 2015, we entered into an agreement with an unrelated third-party to purchase a 2014 built MR product tanker,
STI Memphis
, for approximately $37.1 million. The vessel was delivered to us in August 2015.
|
•
|
In July 2015, we entered into an agreement with an unrelated third-party to purchase
STI Lombard
, an LR2 product tanker, which was, at the time, under construction at Daewoo Shipbuilding and Marine Engineering for approximately $59.0 million. As part of this agreement, we agreed to make a deposit of $5.9 million and to bareboat charter-in the vessel for nine months, at $10,000 per day. This vessel was delivered to us in August 2015 under the bareboat charter-in agreement and we took ownership of the vessel in April 2016, and paid the remaining 90% of the purchase price, or $53.1 million, upon delivery.
|
•
|
In July 2015, we reached an agreement with an unrelated third party to purchase an MR product tanker,
STI Black Hawk
that was under construction at HMD for approximately $37.0 million. The vessel was delivered to us in September 2015.
|
•
|
In August 2015, we signed contracts with HMD to construct four MR product tankers for $35.8 million per vessel. These vessels were delivered during the year ended December 31, 2017.
|
•
|
In October 2015, we exercised options that we previously received from HMD and signed agreements to construct four MR product tankers for $36.0 million per vessel. These vessels were delivered during the year ended December 31, 2017 and in January 2018.
|
|
|
|
Month
|
|
Vessel
|
|
|
|
Name
|
|
Delivered
|
|
Type
|
|
|
1
|
|
STI Tribeca
|
|
January 2015
|
|
MR
|
|
2
|
|
STI Hammersmith
|
|
January 2015
|
|
Handymax
|
|
3
|
|
STI Rotherhithe
|
|
January 2015
|
|
Handymax
|
|
4
|
|
STI Rose
|
|
January 2015
|
|
LR2
|
|
5
|
|
STI Gramercy
|
|
January 2015
|
|
MR
|
|
6
|
|
STI Veneto
|
|
February 2015
|
|
LR2
|
|
7
|
|
STI Alexis
|
|
February 2015
|
|
LR2
|
|
8
|
|
STI Bronx
|
|
February 2015
|
|
MR
|
|
9
|
|
STI Pontiac
|
|
March 2015
|
|
MR
|
|
10
|
|
STI Manhattan
|
|
March 2015
|
|
MR
|
|
11
|
|
STI Winnie
|
|
March 2015
|
|
LR2
|
|
12
|
|
STI Oxford
|
|
April 2015
|
|
LR2
|
|
13
|
|
STI Queens
|
|
April 2015
|
|
MR
|
|
14
|
|
STI Osceola
|
|
April 2015
|
|
MR
|
|
15
|
|
STI Lauren
|
|
May 2015
|
|
LR2
|
|
16
|
|
STI Connaught
|
|
May 2015
|
|
LR2
|
|
17
|
|
STI Notting Hill
|
|
May 2015
|
|
MR
|
|
18
|
|
STI Spiga
|
|
June 2015
|
|
LR2
|
|
19
|
|
STI Seneca
|
|
June 2015
|
|
MR
|
|
20
|
|
STI Savile Row
|
|
June 2015
|
|
LR2
|
|
21
|
|
STI Westminster
|
|
June 2015
|
|
MR
|
|
22
|
|
STI Brooklyn
|
|
July 2015
|
|
MR
|
|
23
|
|
STI Kingsway
|
|
August 2015
|
|
LR2
|
|
24
|
|
STI Memphis
|
|
August 2015
|
|
MR
|
|
25
|
|
STI Lombard
|
|
August 2015
|
|
LR2
|
(1)
|
26
|
|
STI Carnaby
|
|
September 2015
|
|
LR2
|
|
27
|
|
STI Black Hawk
|
|
September 2015
|
|
MR
|
|
28
|
|
STI Grace
|
|
March 2016
|
|
LR2
|
|
29
|
|
STI Jermyn
|
|
June 2016
|
|
LR2
|
|
30
|
|
STI Selatar
|
|
February 2017
|
|
LR2
|
|
31
|
|
STI Rambla
|
|
March 2017
|
|
LR2
|
|
32
|
|
STI Galata
|
|
March 2017
|
|
MR
|
|
33
|
|
STI Bosphorus
|
|
April 2017
|
|
MR
|
|
34
|
|
STI Exceed
|
|
June 2017
|
|
LR1
|
(2)
|
35
|
|
STI Excel
|
|
June 2017
|
|
LR1
|
(2)
|
36
|
|
STI Excelsior
|
|
June 2017
|
|
LR1
|
(2)
|
37
|
|
STI Expedite
|
|
June 2017
|
|
LR1
|
(2)
|
38
|
|
STI Leblon
|
|
July 2017
|
|
MR
|
|
39
|
|
STI La Boca
|
|
July 2017
|
|
MR
|
|
40
|
|
STI Excellence
|
|
September 2017
|
|
LR1
|
(3)
|
41
|
|
STI Executive
|
|
September 2017
|
|
LR1
|
(3)
|
42
|
|
STI Experience
|
|
September 2017
|
|
LR1
|
(3)
|
43
|
|
STI Express
|
|
September 2017
|
|
LR1
|
(3)
|
44
|
|
STI Precision
|
|
September 2017
|
|
LR1
|
(3)
|
45
|
|
STI Prestige
|
|
September 2017
|
|
LR1
|
(3)
|
46
|
|
STI Pride
|
|
September 2017
|
|
LR1
|
(3)
|
47
|
|
STI Providence
|
|
September 2017
|
|
LR1
|
(3)
|
48
|
|
STI Solidarity
|
|
September 2017
|
|
LR2
|
(3)
|
49
|
|
STI Sanctity
|
|
September 2017
|
|
LR2
|
(3)
|
50
|
|
STI Solace
|
|
September 2017
|
|
LR2
|
(3)
|
51
|
|
STI Stability
|
|
September 2017
|
|
LR2
|
(3)
|
52
|
|
STI Steadfast
|
|
September 2017
|
|
LR2
|
(3)
|
53
|
|
STI Supreme
|
|
September 2017
|
|
LR2
|
(3)
|
54
|
|
STI Symphony
|
|
September 2017
|
|
LR2
|
(3)
|
55
|
|
STI Gallantry
|
|
September 2017
|
|
LR2
|
(3)
|
56
|
|
STI Goal
|
|
September 2017
|
|
LR2
|
(3)
|
57
|
|
STI Nautilus
|
|
September 2017
|
|
LR2
|
(3)
|
58
|
|
STI Guard
|
|
September 2017
|
|
LR2
|
(3)
|
59
|
|
STI Guide
|
|
September 2017
|
|
LR2
|
(3)
|
60
|
|
STI Gauntlet
|
|
September 2017
|
|
LR2
|
(3)
|
61
|
|
STI Gladiator
|
|
September 2017
|
|
LR2
|
(3)
|
62
|
|
STI Gratitude
|
|
September 2017
|
|
LR2
|
(3)
|
63
|
|
STI San Telmo
|
|
September 2017
|
|
MR
|
|
64
|
|
STI Donald C Trauscht
|
|
October 2017
|
|
MR
|
|
|
Less than
|
|
1 to 3
|
|
3 to 5
|
|
More than
|
||||||||
In thousands of U.S. dollars
|
1 year
|
|
years
|
|
years
|
|
5 years
|
||||||||
Secured bank loans
(1)
|
$
|
118,320
|
|
|
$
|
415,071
|
|
|
$
|
994,098
|
|
|
$
|
133,104
|
|
Principal obligations under finance leases
(1)
|
50,486
|
|
|
104,692
|
|
|
110,425
|
|
|
453,185
|
|
||||
Estimated interest payments on secured bank loans
(2)
|
78,883
|
|
|
135,381
|
|
|
47,943
|
|
|
2,498
|
|
||||
Estimated interest payments on finance leases
(2)
|
44,968
|
|
|
84,189
|
|
|
70,423
|
|
|
95,543
|
|
||||
Bank loans - commitment fees
(3)
|
130
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Time and bareboat charter-in commitments
(4)
|
52,532
|
|
|
23,567
|
|
|
19,272
|
|
|
22,264
|
|
||||
Technical management fees
(5)
|
14,927
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Commercial management fees
(6)
|
14,291
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Newbuilding installments
(7)
|
23,468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Convertible Notes
(8)
|
—
|
|
|
348,500
|
|
|
—
|
|
|
—
|
|
||||
Convertible Notes - estimated interest payments
(9)
|
8,277
|
|
|
8,277
|
|
|
—
|
|
|
—
|
|
||||
Senior unsecured notes
(10)
|
—
|
|
|
111,250
|
|
|
—
|
|
|
—
|
|
||||
Senior unsecured notes - estimated interest payments
(11)
|
8,372
|
|
|
7,784
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
414,654
|
|
|
$
|
1,238,711
|
|
|
$
|
1,242,161
|
|
|
$
|
706,594
|
|
(1)
|
Represents principal payments due on our secured credit facilities and finance lease arrangements, as described above in "Item 5B. Liquidity and Capital Resources - Long-Term Debt Obligations and Credit Arrangements". These payments are based on our outstanding borrowings as of
December 31, 2017
.
|
(2)
|
Represents estimated interest payments on our secured credit facilities and finance lease arrangements. These payments were estimated by taking into consideration: (i) the margin on each credit facility and (ii) the forward interest rate curve calculated from interest swap rates, as published by a third party, as of
December 31, 2017
.
|
(A)
|
Third party published interest swap rates were unavailable. As such, we interpolated these rates using the averages of the years in which swap rates were published.
|
Facility
|
Margin
|
|
|
KEXIM
|
3.25
|
%
|
|
KEXIM Commercial Tranche
|
3.25
|
%
|
(A)
|
KEXIM Guarantee Notes
|
1.70
|
%
|
|
K-Sure
|
2.25
|
%
|
|
K-Sure Commercial Tranche
|
3.25
|
%
|
(B)
|
Credit Suisse Credit Facility
|
2.40
|
%
|
|
ABN AMRO Credit Facility
|
2.15
|
%
|
|
ING Credit Facility
|
1.95
|
%
|
|
BNP Paribas Credit Facility
|
2.05
|
%
|
(C)
|
Scotiabank Credit Facility
|
1.50
|
%
|
|
NIBC Credit Facility
|
2.50
|
%
|
|
2016 Credit Facility
|
2.50
|
%
|
|
HSH Credit Facility
|
2.50
|
%
|
|
2017 Credit Facility
|
2.02
|
%
|
(C)
|
DVB 2017 Credit Facility
|
2.75
|
%
|
|
Credit Agricole Credit Facility
|
2.75
|
%
|
|
ABN AMRO/K-Sure Credit Facility
|
2.01
|
%
|
(C)
|
Citi/K-Sure Credit Facility
|
1.80
|
%
|
(C)
|
Ocean Yield Sale and Leaseback
|
5.40
|
%
|
|
CMBFL Lease Financing
|
3.75
|
%
|
|
BCFL Lease Financing (LR2s)
|
3.50
|
%
|
|
CSSC Lease Financing
|
4.60
|
%
|
|
(A)
|
Borrowings
under the KEXIM Commercial Tranche bear interest at LIBOR plus an applicable margin of 3.25% from the effective date of the agreement to the fifth anniversary thereof and 3.75% thereafter until the maturity date.
|
(B)
|
Borrowings
under the K-Sure Commercial Tranche bear interest at LIBOR plus an applicable margin of 3.25% from the effective date of the agreement to the fifth anniversary thereof and 3.75% thereafter until the maturity date in respect of the Commercial Tranche.
|
(C)
|
Based
on weighted average of the margin in each tranche.
|
(3)
|
As of
December 31, 2017
, a commitment fee equal to 40% of the applicable margin was payable on the unused daily portion of our 2017 Credit Facility. The remaining credit facilities were fully drawn as of
December 31, 2017
.
|
(4)
|
Represents amounts due under our time and bareboat charter-in agreements as of
December 31, 2017
.
|
(5)
|
Under the terms of our technical management agreement as of
December 31, 2017
, we paid our technical manager, SSM, $685 per day per owned vessel. These fees are subject to a notice period of three months and a payment equal to three months of management fees which would be due and payable upon the sale of a vessel, so long as such termination does not amount to a change of control of the Company, including a sale of all or substantially all vessels, in which case, a payment equal to 24 months of management fees will apply. In December 2017, we agreed to amend the Amended and Restated Master Agreement to amend and restate the technical management agreement thereunder subject to bank consents being obtained (where required), which were subsequently obtained. On February 22, 2018, we entered into definitive documentation to memorialize the agreed amendments to the Amended and Restated Master Agreement under a deed of
|
(6)
|
We pay our commercial manager, SCM, $250 per vessel per day for LR2 vessels, $300 per vessel per day for LR1/Panamax and Aframax vessels, $325 per vessel per day for MR and Handymax vessels plus a 1.50% commission on gross revenue for vessels that are in one of the Scorpio Group Pools. When the vessels are not in the pools, SCM charges fees of $250 per vessel per day for the LR1/Panamax and LR2/Aframax vessels, $300 per vessel per day for the Handymax and MR vessels plus a 1.25% commission on gross revenue. These fees are subject to a notice period of three months and a payment equal to three months of management fees which would be due and payable upon the sale of a vessel, so long as such termination does not amount to a change of control of the Company, including a sale of all or substantially all vessels, in which case, a payment equal to 24 months of management fees will apply.
|
(7)
|
Represents obligations under our agreements with HMD for the construction of the remaining newbuilding vessel as of
December 31, 2017
.
|
(8)
|
Represents the principal due at maturity on our Convertible Notes as of
December 31, 2017
.
|
(9)
|
Represents estimated coupon interest payments on our Convertible Notes. The Convertible Notes bear interest at a coupon rate of 2.375% per annum and mature in July 2019.
|
(10)
|
Represents the principal due at maturity on our Senior Notes Due 2020 and our Senior Notes Due 2019 as of
December 31, 2017
.
|
(11)
|
Represents estimated coupon interest payments on our Senior Notes Due 2020 and our Senior Notes Due 2019 as of
December 31, 2017
. These notes bear interest at coupon rates of 6.75% and 8.25%, respectively.
|
Name
|
|
Age
|
|
Position
|
Emanuele A. Lauro
|
|
39
|
|
Chairman, Class I Director, and Chief Executive Officer
|
Robert Bugbee
|
|
57
|
|
President and Class II Director
|
Cameron Mackey
|
|
49
|
|
Chief Operating Officer and Class III Director
|
Brian Lee
|
|
51
|
|
Chief Financial Officer
|
Filippo Lauro
|
|
41
|
|
Vice President
|
Anoushka Kachelo
|
|
38
|
|
Secretary
|
Alexandre Albertini
|
|
41
|
|
Class III Director
|
Ademaro Lanzara
|
|
75
|
|
Class I Director
|
Marianne Økland
|
|
55
|
|
Class III Director
|
Jose Tarruella
|
|
46
|
|
Class II Director
|
Reidar Brekke
|
|
56
|
|
Class II Director
|
Merrick Rayner
|
|
62
|
|
Class I Director
|
|
For the year ended December 31,
|
||||||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
|
2015
|
||||||
Short-term employee benefits (salaries)
|
$
|
6,614
|
|
|
$
|
8,786
|
|
|
$
|
15,601
|
|
Share-based compensation
(1)
|
19,113
|
|
|
25,575
|
|
|
26,911
|
|
|||
Total
|
$
|
25,727
|
|
|
$
|
34,361
|
|
|
$
|
42,512
|
|
(1)
|
Represents the amortization of restricted stock issued under our equity incentive plans. See Note 16 to our Consolidated Financial Statements included herein for further description.
|
•
|
In May 2015, we reserved an additional 1,755,443 common shares, par value $0.01 per share, for issuance pursuant to the 2013 Equity Incentive Plan. All other terms of the 2013 Equity Incentive Plan remained unchanged.
|
•
|
In June 2016, we reserved an additional 2,301,115 common shares, par value $0.01 per share, for issuance pursuant to the 2013 Equity Incentive Plan. All other terms of the 2013 Equity Incentive Plan remained unchanged.
|
•
|
In December 2016, we reserved an additional 1,348,992 common shares, par value $0.01 per share, for issuance pursuant to the 2013 Equity Incentive Plan. All other terms of the 2013 Equity Incentive Plan remained unchanged.
|
•
|
In October 2017, we reserved an additional 9,501,807 common shares, par value $0.01 per share, for issuance pursuant to the 2013 Equity Incentive Plan. All other terms of the 2013 Equity Incentive Plan remained unchanged.
|
•
|
In February 2018, we reserved an additional 5,122,448 common shares, par value $0.01 per share, for issuance pursuant to the 2013 Equity Incentive Plan. All other terms of the 2013 Equity Incentive Plan remained unchanged.
|
Number of restricted shares
|
Vesting date
|
|
360,439
|
|
September 5, 2019
|
670,262
|
|
March 2, 2020
|
1,258,576
|
|
June 1, 2020
|
1,395,762
|
|
September 4, 2020
|
670,262
|
|
March 1, 2021
|
1,258,576
|
|
June 1, 2021
|
1,395,762
|
|
September 3, 2021
|
670,259
|
|
March 1, 2022
|
1,258,578
|
|
June 1, 2022
|
1,035,323
|
|
September 2, 2022
|
9,973,799
|
|
|
Number of restricted shares
|
Vesting date
|
|
1,235,186
|
|
September 4, 2020
|
217,502
|
|
November 4, 2020
|
214,794
|
|
March 1, 2021
|
1,235,186
|
|
September 3, 2021
|
217,502
|
|
November 5, 2021
|
214,794
|
|
March 1, 2022
|
1,235,187
|
|
September 2, 2022
|
217,502
|
|
November 4, 2022
|
214,795
|
|
March 1, 2023
|
5,002,448
|
|
|
Name
|
|
No. of Shares
|
|
% Owned
(5)
|
||
Emanuele A. Lauro
(1)
|
|
5,701,439
|
|
|
1.72
|
%
|
Robert Bugbee
(2)
|
|
5,715,721
|
|
|
1.72
|
%
|
Cameron Mackey
(3)
|
|
5,066,341
|
|
|
1.53
|
%
|
Brian M. Lee
(4)
|
|
3,781,066
|
|
|
1.14
|
%
|
All other executive officers and directors individually
|
|
*
|
|
|
*
|
|
(1)
|
Includes 5,032,956 shares of restricted stock from the 2013 Equity Incentive Plan.
|
(2)
|
Includes 5,032,956 shares of restricted stock from the 2013 Equity Incentive Plan.
|
(3)
|
Includes 3,483,072 shares of restricted stock from the 2013 Equity Incentive Plan.
|
(4)
|
Includes 2,408,376 shares of restricted stock from the 2013 Equity Incentive Plan.
|
(5)
|
Based on
331,629,992
common shares outstanding as of
March 22, 2018
.
|
Name
|
|
No. of Shares
|
|
% Owned
(5)
|
||
FMR LLC*
|
|
24,460,755
|
|
(1)
|
7.4
|
%
|
Dimensional Fund Advisors LP*
|
|
19,049,184
|
|
(2)
|
5.7
|
%
|
Annalisa Lolli-Ghetti
|
|
17,971,801
|
|
(3)
|
5.4
|
%
|
Wellington Management Group LLP*
|
|
17,962,199
|
|
(4)
|
5.4
|
%
|
|
|
For the year ended December 31,
|
||||||||||
In thousands of U.S. dollars
|
|
2017
|
|
2016
|
|
2015
|
||||||
Pool revenue
(1)
|
|
|
|
|
|
|
|
|
|
|||
Scorpio MR Pool Limited
|
|
$
|
217,141
|
|
|
$
|
248,974
|
|
|
$
|
315,925
|
|
Scorpio LR2 Pool Limited
|
|
136,514
|
|
|
156,503
|
|
|
208,132
|
|
|||
Scorpio Handymax Tanker Pool Limited
|
|
78,510
|
|
|
73,683
|
|
|
138,736
|
|
|||
Scorpio LR1 Tanker Pool Limited
|
|
13,895
|
|
|
—
|
|
|
—
|
|
|||
Scorpio Panamax Tanker Pool Limited
|
|
1,515
|
|
|
5,843
|
|
|
34,613
|
|
|||
Scorpio Aframax Tanker Pool Limited
|
|
1,170
|
|
|
—
|
|
|
—
|
|
|||
Voyage expenses
(2)
|
|
(1,786
|
)
|
|
(1,128
|
)
|
|
(2,127
|
)
|
|||
Vessel operating costs
(3)
|
|
(22,909
|
)
|
|
(19,484
|
)
|
|
(18,393
|
)
|
|||
Administrative expenses
(4)
|
|
(10,744
|
)
|
|
(9,462
|
)
|
|
(7,950
|
)
|
(1)
|
These transactions relate to revenue earned in the Scorpio Group Pools. The Scorpio Group Pools are related party affiliates. When our vessels are in the Scorpio Group Pools, SCM, the pool manager, charges fees of
$300
per vessel per day with respect to our LR1/Panamax and Aframax vessels,
$250
per vessel per day with respect to our LR2 vessels, and
$325
per vessel per day with respect to each of our Handymax and MR vessels, plus a commission of
1.50%
on gross revenue per charter fixture. These are the same fees that SCM charges other vessels in these pools, including third party owned vessels.
|
(2)
|
These transactions represent the expense due to SCM, a related party affiliate, for commissions related to the commercial management services provided by SCM under the commercial management agreement for vessels that are not in one of the Scorpio Group Pools. SCM’s services include securing employment, in the spot market and on time charters, for our vessels. When not in one of the Scorpio Group Pools, each vessel pays (i) flat fees of
$250
per day for LR1/Panamax and LR2/Aframax vessels and
$300
per day for Handymax and MR vessels and (ii) commissions of
1.25%
of their gross revenue. These expenses are included in voyage expenses in the consolidated statements of income or loss.
|
(3)
|
These transactions represent technical management fees charged by SSM, a related party affiliate, which are included in vessel operating costs in the consolidated statements of income or loss. SSM’s services include day-to-day vessel operation, performing general maintenance, monitoring regulatory and classification society compliance, customer vetting procedures, supervising the maintenance and general efficiency of vessels, arranging the hiring of qualified officers and crew, arranging and supervising drydocking and repairs, purchasing supplies, spare parts and new equipment for vessels, appointing supervisors and technical consultants and providing technical support. We believe our technical management fees are at arms-length rates as they are based on contracted rates that were the same as those charged to other vessels managed by SSM at the time the management agreements were entered into. This fee was
$685
per vessel per day during the years ended December 31, 2017, 2016 and 2015.
|
(4)
|
We have an Amended Administrative Services Agreement with SSH, for the provision of administrative staff and office space, and administrative services, including accounting, legal compliance, financial and information technology services. SSH is a related party affiliate. We reimburse SSH for the reasonable direct or indirect expenses that are incurred on our behalf. SSH also arranges vessel sales and purchases for us. The services provided to us by SSH may be sub-contracted to other entities within the Scorpio Group. The expenses incurred under this agreement were as follows, and were recorded in general and administrative expenses in the consolidated statement of income or loss.
|
•
|
The expense for the year ended December 31, 2017 of
$10.7 million
included (i) administrative fees of
$9.0 million
charged by SSH, (ii) restricted stock amortization of
$1.2 million
, which relates to the issuance of an aggregate of
1,144,000
shares of restricted stock to SSH employees for no cash consideration in May 2014, September 2014, July 2015, July 2016 and December 2017, and (iii) the reimbursement of expenses of
$0.5 million
.
|
•
|
The expense for the year ended December 31, 2016 of
$9.5 million
included (i) administrative fees of
$7.3 million
charged by SSH, (ii) restricted stock amortization of
$1.6 million
, which relates to the issuance of an aggregate of
795,000
shares of restricted stock to SSH employees for no cash consideration in May 2014, September 2014 and July 2015 and July 2016, and (iii) the reimbursement expenses of
$0.6 million
.
|
•
|
The expense for the year ended December 31, 2015 of
$7.9 million
included (i) administrative fees of
$6.8 million
charged by SSH, (ii) restricted stock amortization of
$0.9 million
, which relates to the issuance of an aggregate of
508,500
shares of restricted stock to SSH employees for no cash consideration in May and September 2014 and July 2015 and (iii) the reimbursement of expenses of
$0.2 million
.
|
|
As of December 31,
|
||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
||||
Assets:
|
|
|
|
|
|
||
Accounts receivable (due from the Scorpio Group Pools)
(1)
|
$
|
44,880
|
|
|
$
|
40,680
|
|
Accounts receivable and prepaid expenses (SSM)
(2)
|
6,391
|
|
|
4,233
|
|
||
Other assets (pool working capital contributions)
(3)
|
41,401
|
|
|
19,217
|
|
||
Liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued expenses (SSM)
|
766
|
|
|
653
|
|
||
Accounts payable and accrued expenses (owed to the Scorpio Group Pools)
|
462
|
|
|
15
|
|
||
Accounts payable and accrued expenses (SCM)
|
191
|
|
|
53
|
|
||
Accounts payable and accrued expenses (SSH)
|
190
|
|
|
90
|
|
(1)
|
Accounts receivable due from the Scorpio Group Pools relate to hire receivables for revenues earned and receivables from working capital contributions. The amounts as of December 31, 2017 and 2016 include
$25.7 million
and
$24.1 million
, respectively, of working capital contributions made on behalf of our vessels to the Scorpio Group Pools. Upon entrance into such pools, all vessels are required to make working capital contributions of both cash and bunkers. Additional working capital contributions can be made from time to time based on the operating needs of the pools. These amounts are accounted for and repaid as follows:
|
•
|
For vessels in the Scorpio Handymax Tanker Pool, the initial contribution amount is repaid, without interest, upon a vessel’s exit from the pool no later than
six months
after the exit date. Bunkers on board a vessel exiting the pool are credited against such repayment at the actual invoice price of the bunkers. For all owned or finance leased vessels we assume that these contributions will not be repaid within 12 months and are thus classified as non-current within other assets on the consolidated balance sheets. For time or bareboat chartered-in vessels we classify the initial contributions as current (within accounts receivable) or non-current (within other assets) according to the expiration of the contract. Any additional working capital contributions are repaid when sufficient net revenues become available to cover such amounts.
|
•
|
For vessels in the Scorpio MR Pool and Scorpio Panamax Tanker Pool, any contributions are repaid, without interest, when such vessel has earned sufficient net revenues to cover the value of such working capital contributed. Accordingly, we classify such amounts as current (within accounts receivable).
|
•
|
For vessels in the Scorpio LR2 Pool, Scorpio Aframax Pool and Scorpio LR1 Pool, the initial contribution amount is repaid, without interest, upon a vessel’s exit from each pool. Bunkers on board a vessel exiting the pool are credited against such repayment at the actual invoice price of the bunkers. For all owned or finance leased vessels we assume that these contributions will not be repaid within 12 months and are thus classified as non-current within other assets on the consolidated balance sheets. For time chartered-in vessels we classify the initial contributions as current (within accounts receivable) or non-current (within other assets) according to the expiration of the contract. Any additional working capital contributions are repaid when sufficient net revenues become available to cover such amounts.
|
(2)
|
Accounts receivable and prepaid expenses from SSM relate to advances made for vessel operating expenses (such as crew wages) that will either be reimbursed or applied against future costs.
|
(3)
|
Represents the non-current portion of working capital receivables as described above.
|
•
|
During the year ended December 31, 2017, we paid SSH an aggregate fee of $2.2 million in connection with the purchase and delivery of
STI Galata, STI Bosphorus, STI Leblon, STI La Boca, STI San Telmo
and
STI Donald C. Trauscht
. The agreements to acquire the aforementioned vessels were entered into prior to the September 29, 2016 amendments to the Master Agreement and Administrative Service Agreement. Additionally, we paid SCM an aggregate termination fee of $0.2 million that was due under the commercial management agreements and we paid SSM an aggregate termination fee of $0.2 million that was due under technical management agreements as a result of the sales of
STI Emerald
and
STI Sapphire
which have been recorded within net loss on sales of vessels within the consolidated statement of income or loss.
|
•
|
During the year ended December 31, 2016, we paid SSH an aggregate fee of
$1.7 million
in connection with the sales of
STI Lexington, STI Mythos, STI Chelsea
,
STI Powai
, and
STI Olivia
and a fee of
$0.6 million
for the purchase and delivery of S
TI Lombard
. Additionally, we paid SCM an aggregate termination fee of
$2.7 million
that was due under the commercial management agreements and we paid SSM an aggregate termination fee of
$2.5 million
that was due under the technical management agreements as a result of the aforementioned vessel sales. The agreements to sell and acquire the aforementioned vessels were entered into prior to the September 29, 2016 amendments to the Master Agreement and Administrative Service Agreement. The aggregate fees paid to SCM, SSH and SSM as they relate to the aforementioned vessel sales, are recorded within net loss on sales of vessels within the consolidated statement of income or loss.
|
•
|
During the year ended December 31, 2015, we paid SSH an aggregate fee of
$12.6 million
in connection with the purchase and delivery of
29
vessels
and the sales of
four
vessels. Additionally, as a result of the sale of
STI Highlander
in 2015, we paid a
$0.5 million
termination fee due under the vessel's commercial management agreement with SCM and a
$0.5 million
termination fee due under the vessel's technical management agreement with SSM. The aggregate fees paid to SCM, SSH and SSM as they relate to the aforementioned vessel sales are recorded within net loss on sales of vessels within the consolidated statement of income or loss.
|
Date Paid
|
|
Dividends per Share
|
March 30, 2015
|
|
$0.120
|
June 10, 2015
|
|
$0.125
|
September 4, 2015
|
|
$0.125
|
December 11, 2015
|
|
$0.125
|
March 30, 2016
|
|
$0.125
|
June 24, 2016
|
|
$0.125
|
September 29, 2016
|
|
$0.125
|
December 22, 2016
|
|
$0.125
|
March 30, 2017
|
|
$0.010
|
June 14, 2017
|
|
$0.010
|
September 29, 2017
|
|
$0.010
|
December 28, 2017
|
|
$0.010
|
March 27, 2018*
|
|
$0.010
|
For the Year Ended
|
|
High
|
|
Low
|
December 31, 2013
|
|
$12.48
|
|
$6.92
|
December 31, 2014
|
|
11.91
|
|
6.48
|
December 31, 2015
|
|
11.64
|
|
7.50
|
December 31, 2016
|
|
7.99
|
|
3.61
|
December 31, 2017
|
|
4.93
|
|
2.99
|
|
|
|
|
|
For the Quarter Ended:
|
|
High
|
|
Low
|
March 31, 2016
|
|
$7.99
|
|
$4.66
|
June 30, 2016
|
|
6.70
|
|
4.10
|
September 30, 2016
|
|
5.53
|
|
4.05
|
December 31, 2016
|
|
5.00
|
|
3.61
|
March 31, 2017
|
|
4.93
|
|
3.50
|
June 30, 2017
|
|
4.60
|
|
3.42
|
September 30, 2017
|
|
4.18
|
|
3.20
|
December 31, 2017
|
|
3.73
|
|
2.99
|
March 31, 2018 (through and including March 22, 2018)
|
|
3.33
|
|
2.07
|
|
|
|
|
|
Most Recent Six Months:
|
|
High
|
|
Low
|
September 2017
|
|
$4.09
|
|
$3.27
|
October 2017
|
|
3.73
|
|
3.41
|
November 2017
|
|
3.61
|
|
3.09
|
December 2017
|
|
3.31
|
|
2.99
|
January 2018
|
|
3.33
|
|
2.48
|
February 2018
|
|
2.65
|
|
2.24
|
March 2018 (through and including March 22, 2018)
|
|
2.43
|
|
2.07
|
•
|
any person who is the beneficial owner of 15% or more of our outstanding voting stock; or
|
•
|
any person who is our affiliate or associate and who held 15% or more of our outstanding voting stock at any time within three years before the date on which the person's status as an interested shareholder is determined, and the affiliates and associates of such person.
|
•
|
certain mergers or consolidations of us or any direct or indirect majority-owned subsidiary of ours;
|
•
|
any sale, lease, exchange, mortgage, pledge, transfer or other disposition of our assets or of any subsidiary of ours having an aggregate fair market value equal to 10% or more of either the aggregate fair market value of all of our assets, determined on a combined basis, or the aggregate value of all of our outstanding stock;
|
•
|
certain transactions that result in the issuance or transfer by us of any stock of ours to the interested shareholder;
|
•
|
any transaction involving us or any of our subsidiaries that has the effect of increasing the proportionate share of any class or series of stock, or securities convertible into any class or series of stock, of ours or any such subsidiary that is owned directly or indirectly by the interested shareholder or any affiliate or associate of the interested shareholder; and
|
•
|
any receipt by the interested shareholder of the benefit directly or indirectly (except proportionately as a shareholder) of any loans, advances, guarantees, pledges or other financial benefits provided by or through us.
|
•
|
before a person became an interested shareholder, our board of directors approved either the business combination or the transaction in which the shareholder became an interested shareholder;
|
•
|
upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than certain excluded shares;
|
•
|
at or following the transaction in which the person became an interested shareholder, the business combination is approved by our board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock that is not owned by the interest shareholder;
|
•
|
the shareholder was or became an interested shareholder prior to the closing of our initial public offering in 2010;
|
•
|
a shareholder became an interested shareholder inadvertently and (i) as soon as practicable divested itself of ownership of sufficient shares so that the shareholder ceased to be an interested shareholder; and (ii) would not, at any time within the three-year period immediately prior to a business combination between us and such shareholder, have been an interested shareholder but for the inadvertent acquisition of ownership; or
|
•
|
the business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required under our amended and restated articles of incorporation which (i) constitutes one of the transactions described in the following sentence; (ii) is with or by a person who either was not an interested shareholder during the previous three years or who became an interested shareholder with the approval of the board; and (iii) is approved or not opposed by a majority of the members of the board of directors then in office (but not less than one) who were directors prior to any person becoming an interested shareholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited to:
|
(i)
|
a merger or consolidation of us (except for a merger in respect of which, pursuant to the BCA, no vote of our shareholders is required);
|
(ii)
|
a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of us or of any direct or indirect majority-owned subsidiary of ours (other than to any direct or indirect wholly-owned subsidiary or to us) having an aggregate fair market value equal to 50% or more of either the aggregate fair market value of all of our assets determined on a consolidated basis or the aggregate fair market value of all the outstanding shares; or
|
(iii)
|
a proposed tender or exchange offer for 50% or more of our outstanding voting stock.
|
•
|
we have, or are considered to have, a fixed place of business in the United States involved in the earning of United States Source Shipping Income; and
|
•
|
substantially all of our United States Source Shipping Income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
|
•
|
at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
|
•
|
at least 50% of the average value of our assets during such taxable year produce, or are held for the production of, passive income.
|
•
|
the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common shares;
|
•
|
the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, would be taxed as ordinary income and would not be “qualified dividend 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.
|
•
|
the gain is effectively connected with the Non-United States Holder’s conduct of a trade or business in the United States (and, if the Non-United States Holder is entitled to the benefits of a United States income tax treaty with respect to that gain, that gain is attributable to a permanent establishment maintained by the Non-United States Holder in the United States); or
|
•
|
the Non-United States 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.
|
•
|
fail to provide an accurate taxpayer identification number;
|
•
|
are notified by the IRS that you have failed to report all interest or dividends required to be shown on your United States federal income tax returns; or
|
•
|
in certain circumstances, fail to comply with applicable certification requirements.
|
|
|
As of December 31,
|
||||||||||||||
In thousands of U.S. dollars
|
|
2018
|
|
2019 - 2020
|
|
2021 - 2022
|
|
Thereafter
|
||||||||
Principal payments floating rate debt (unhedged)
|
|
$
|
158,405
|
|
|
$
|
497,016
|
|
|
$
|
1,079,029
|
|
|
$
|
535,698
|
|
Principal payments fixed rate debt
|
|
10,401
|
|
|
482,497
|
|
|
25,494
|
|
|
50,591
|
|
||||
Total principal payments on outstanding debt
|
|
$
|
168,806
|
|
|
$
|
979,513
|
|
|
$
|
1,104,523
|
|
|
$
|
586,289
|
|
Name
|
|
Period
|
|
Total Number of Common Shares Purchased
|
|
Average Price Paid per Common Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Amount that May Yet Be Purchased Under the Plans or Programs
|
||
Scorpio Services Holding Ltd.
|
|
February 2017
|
|
1,475,000
|
(1)
|
$
|
4.31
|
|
|
N/A
|
|
N/A
|
Scorpio Services Holding Ltd.
|
|
March 2017
|
|
200,000
|
(1)
|
$
|
3.81
|
|
|
N/A
|
|
N/A
|
Scorpio Services Holding Ltd.
|
|
May 2017
|
|
5,000,000
|
(2)
|
$
|
4.00
|
|
|
N/A
|
|
N/A
|
Scorpio Services Holding Ltd.
|
|
November 2017
|
|
6,666,700
|
(3)
|
$
|
3.00
|
|
|
N/A
|
|
N/A
|
Exhibit
Number
|
Description
|
1.1
|
|
1.2
|
|
1.3
|
|
2.1
|
|
2.2
|
|
2.3
|
|
2.4
|
|
2.5
|
|
2.6
|
|
2.7
|
|
2.8
|
|
4.1
|
|
4.2
|
|
4.2(a)
|
|
4.3
|
|
4.3(a)
|
|
4.3(b)
|
|
8.1
|
|
11.1
|
|
11.2
|
|
11.3
|
|
12.1
|
|
12.2
|
|
13.1
|
|
13.2
|
|
15.1
|
|
15.2
|
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
XBRL Taxonomy Extension Schema Calculation Linkbase
|
101.DEF
|
XBRL Taxonomy Extension Schema Definition Linkbase
|
101.LAB
|
XBRL Taxonomy Extension Schema Label Linkbase
|
101.PRE
|
XBRL Taxonomy Extension Schema Presentation Linkbase
|
(1)
|
Filed as an Exhibit to the Company’s Amended Registration Statement on Form F-1/A (Amendment No. 1) (File No. 333-164940) on March 10, 2010, and incorporated by reference herein.
|
(2)
|
Filed as an Exhibit to the Company’s Amended Registration Statement on Form F-1/A (Amendment No. 2) (File No. 333-164940) on March 18, 2010, and incorporated by reference herein.
|
(3)
|
Filed as an Exhibit to the Company’s Annual Report filed on Form 20-F on June 29, 2010, and incorporated by reference herein.
|
(4)
|
Filed as an Exhibit to the Company’s Registration Statement on Form F-3 (File No. 333-173929) on May 4, 2011, and incorporated by reference herein.
|
(5)
|
Filed as an Exhibit to the Company’s Annual Report on Form 20-F on March 29, 2013, and incorporated by reference herein.
|
(6)
|
Filed as an Exhibit to the Company's Annual Report on Form 20-F on March 31, 2014, and incorporated by reference herein.
|
(7)
|
Filed as an Exhibit to the Company’s Report on Form 6-K on May 13, 2014, and incorporated by reference herein.
|
(8)
|
Filed as an Exhibit to the Company’s Report on Form 6-K on October 31, 2014, and incorporated by reference herein.
|
(9)
|
Filed as an Exhibit to the Company's Annual Report on Form 20-F on March 31, 2015, and incorporated by reference herein.
|
(10)
|
Filed as an Exhibit to the Company's Annual Report on Form 20-F on March 16, 2017, and incorporated by reference herein.
|
(11)
|
Filed as an Exhibit to the Company’s Report on Form 6-K on March 31, 2017, and incorporated by reference herein.
|
Scorpio Tankers Inc.
|
(Registrant)
|
|
/s/ Emanuele Lauro
|
Emanuele Lauro
|
Chief Executive Officer
|
|
Page
|
|
|
|
As of
|
||||||
In thousands of U.S. dollars
|
Notes
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
|
|
|
|||
Current assets
|
|
|
|
|
|
|
|||
Cash and cash equivalents
|
|
$
|
186,462
|
|
|
$
|
99,887
|
|
|
Accounts receivable
|
|
65,458
|
|
|
42,329
|
|
|||
Prepaid expenses and other current assets
|
|
17,720
|
|
|
9,067
|
|
|||
Derivative financial instruments
|
|
—
|
|
|
116
|
|
|||
Inventories
|
|
|
9,713
|
|
|
6,122
|
|
||
Total current assets
|
|
|
279,353
|
|
|
157,521
|
|
||
Non-current assets
|
|
|
|
|
|
|
|||
Vessels and drydock
|
|
4,090,094
|
|
|
2,913,254
|
|
|||
Vessels under construction
|
|
55,376
|
|
|
137,917
|
|
|||
Other assets
|
|
50,684
|
|
|
21,495
|
|
|||
Goodwill
|
|
11,482
|
|
|
—
|
|
|||
Restricted cash
|
|
11,387
|
|
|
—
|
|
|||
Total non-current assets
|
|
|
4,219,023
|
|
|
3,072,666
|
|
||
Total assets
|
|
|
$
|
4,498,376
|
|
|
$
|
3,230,187
|
|
Current liabilities
|
|
|
|
|
|
|
|||
Current portion of long-term debt
|
|
113,036
|
|
|
353,012
|
|
|||
Finance lease liability
|
|
50,146
|
|
|
—
|
|
|||
Accounts payable
|
|
13,044
|
|
|
9,282
|
|
|||
Accrued expenses
|
|
32,838
|
|
|
23,024
|
|
|||
Total current liabilities
|
|
|
209,064
|
|
|
385,318
|
|
||
Non-current liabilities
|
|
|
|
|
|
|
|||
Long-term debt
|
|
1,937,018
|
|
|
1,529,669
|
|
|||
Finance lease liability
|
|
666,993
|
|
|
—
|
|
|||
Total non-current liabilities
|
|
|
2,604,011
|
|
|
1,529,669
|
|
||
Total liabilities
|
|
|
2,813,075
|
|
|
1,914,987
|
|
||
Shareholders’ equity
|
|
|
|
|
|
|
|||
Issued, authorized and fully paid-in share capital:
|
|
|
|
|
|
|
|||
Common stock, $0.01 par value per share; 400,000,000 shares authorized; 326,507,544 and 174,629,755 issued and outstanding shares as of December 31, 2017 and December 31, 2016, respectively.
|
|
3,766
|
|
|
2,247
|
|
|||
Additional paid-in capital
|
|
2,283,591
|
|
|
1,756,769
|
|
|||
Treasury shares
|
|
(443,816
|
)
|
|
(443,816
|
)
|
|||
Accumulated deficit
|
|
|
(158,240
|
)
|
|
—
|
|
||
Total shareholders’ equity
|
|
|
1,685,301
|
|
|
1,315,200
|
|
||
Total liabilities and shareholders’ equity
|
|
|
$
|
4,498,376
|
|
|
$
|
3,230,187
|
|
|
|
|
|
For the year ended December 31,
|
||||||||||
In thousands of U.S. dollars except per share and share data
|
|
Notes
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|||
Vessel revenue
|
|
|
$
|
512,732
|
|
|
$
|
522,747
|
|
|
$
|
755,711
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|||
Vessel operating costs
|
|
|
|
(231,227
|
)
|
|
(187,120
|
)
|
|
(174,556
|
)
|
|||
Voyage expenses
|
|
|
|
(7,733
|
)
|
|
(1,578
|
)
|
|
(4,432
|
)
|
|||
Charterhire
|
|
|
(75,750
|
)
|
|
(78,862
|
)
|
|
(96,865
|
)
|
||||
Depreciation
|
|
|
(141,418
|
)
|
|
(121,461
|
)
|
|
(107,356
|
)
|
||||
General and administrative expenses
|
|
|
(47,511
|
)
|
|
(54,899
|
)
|
|
(65,831
|
)
|
||||
Loss on sales of vessels, net
|
|
|
(23,345
|
)
|
|
(2,078
|
)
|
|
(35
|
)
|
||||
Merger transaction related costs
|
|
|
(36,114
|
)
|
|
—
|
|
|
—
|
|
||||
Bargain purchase gain
|
|
|
5,417
|
|
|
—
|
|
|
—
|
|
||||
Write-off of vessel purchase options
|
|
|
|
—
|
|
|
—
|
|
|
(731
|
)
|
|||
Gain on sale of Dorian shares
|
|
|
|
—
|
|
|
—
|
|
|
1,179
|
|
|||
Total operating expenses
|
|
|
|
(557,681
|
)
|
|
(445,998
|
)
|
|
(448,627
|
)
|
|||
Operating (loss) / income
|
|
|
|
(44,949
|
)
|
|
76,749
|
|
|
307,084
|
|
|||
Other (expense) and income, net
|
|
|
|
|
|
|
|
|
||||||
Financial expenses
|
|
|
(116,240
|
)
|
|
(104,048
|
)
|
|
(89,596
|
)
|
||||
Realized (loss) / gain on derivative financial instruments
|
|
|
(116
|
)
|
|
—
|
|
|
55
|
|
||||
Unrealized gain / (loss) on derivative financial instruments
|
|
|
—
|
|
|
1,371
|
|
|
(1,255
|
)
|
||||
Financial income
|
|
|
|
1,538
|
|
|
1,213
|
|
|
145
|
|
|||
Other expenses, net
|
|
|
|
1,527
|
|
|
(188
|
)
|
|
1,316
|
|
|||
Total other expense, net
|
|
|
|
(113,291
|
)
|
|
(101,652
|
)
|
|
(89,335
|
)
|
|||
Net (loss) / income
|
|
|
|
$
|
(158,240
|
)
|
|
$
|
(24,903
|
)
|
|
$
|
217,749
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Equity holders of the parent
|
|
|
|
$
|
(158,240
|
)
|
|
$
|
(24,903
|
)
|
|
$
|
217,749
|
|
(Loss) / earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
|
$
|
(0.73
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
1.35
|
|
|
Diluted
|
|
|
$
|
(0.73
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
1.20
|
|
|
Basic weighted average shares outstanding
|
|
|
215,333,402
|
|
|
161,118,654
|
|
|
161,436,449
|
|
||||
Diluted weighted average shares outstanding
|
|
|
215,333,402
|
|
|
161,118,654
|
|
|
199,739,326
|
|
|
|
|
|
For the year ended December 31,
|
||||||||||
In thousands of U.S. dollars
|
|
Notes
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net (loss) / income
|
|
|
|
$
|
(158,240
|
)
|
|
$
|
(24,903
|
)
|
|
$
|
217,749
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Items that may be reclassified subsequently to profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|||
Change in value of available for sale investment
|
|
|
|
—
|
|
|
—
|
|
|
10,801
|
|
|||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|||
Unrealized gain on derivative financial instruments
|
|
|
—
|
|
|
—
|
|
|
77
|
|
||||
Other comprehensive income
|
|
|
|
—
|
|
|
—
|
|
|
10,878
|
|
|||
Total comprehensive (loss) / income
|
|
|
|
$
|
(158,240
|
)
|
|
$
|
(24,903
|
)
|
|
$
|
228,627
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Equity holders of the parent
|
|
|
|
$
|
(158,240
|
)
|
|
$
|
(24,903
|
)
|
|
$
|
228,627
|
|
In thousands of U.S. dollars except share data
|
Number of shares outstanding
|
|
Share capital
|
|
Additional paid-in capital
|
|
Treasury shares
|
|
(Accumulated deficit) / retained earnings
|
|
Accumulated other comprehensive (loss) / income
|
|
Total
|
|||||||||||||
Balance as of January 1, 2015
|
164,574,542
|
|
|
$
|
2,033
|
|
|
$
|
1,550,956
|
|
|
$
|
(351,283
|
)
|
|
$
|
(27,980
|
)
|
|
$
|
(10,878
|
)
|
|
$
|
1,162,848
|
|
Net income for the period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217,749
|
|
|
—
|
|
|
217,749
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,878
|
|
|
10,878
|
|
||||||
Net proceeds from follow on offerings
|
17,177,123
|
|
|
172
|
|
|
152,022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152,194
|
|
||||||
Issuance of restricted stock
|
1,857,444
|
|
|
19
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of restricted stock
|
—
|
|
|
—
|
|
|
33,687
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,687
|
|
||||||
Dividends paid, $0.495 per share
(1)
|
—
|
|
|
—
|
|
|
(6,945
|
)
|
|
—
|
|
|
(80,111
|
)
|
|
—
|
|
|
(87,056
|
)
|
||||||
Purchase of treasury shares
|
(8,273,709
|
)
|
|
—
|
|
|
—
|
|
|
(76,028
|
)
|
|
—
|
|
|
|
|
|
(76,028
|
)
|
||||||
Equity component of repurchase of the Convertible Notes (see Note 13)
|
—
|
|
|
—
|
|
|
(387
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(387
|
)
|
||||||
Balance as of December 31, 2015
|
175,335,400
|
|
|
$
|
2,224
|
|
|
$
|
1,729,314
|
|
|
$
|
(427,311
|
)
|
|
$
|
109,658
|
|
|
$
|
—
|
|
|
$
|
1,413,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of January 1, 2016
|
175,335,400
|
|
|
$
|
2,224
|
|
|
$
|
1,729,314
|
|
|
$
|
(427,311
|
)
|
|
$
|
109,658
|
|
|
$
|
—
|
|
|
$
|
1,413,885
|
|
Net loss for the period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,903
|
)
|
|
—
|
|
|
(24,903
|
)
|
||||||
Issuance of restricted stock, net of forfeitures
|
2,251,115
|
|
|
23
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of restricted stock, net of forfeitures
|
—
|
|
|
—
|
|
|
30,207
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,207
|
|
||||||
Dividends paid, $0.50 per share
(1)
|
—
|
|
|
—
|
|
|
(2,168
|
)
|
|
—
|
|
|
(84,755
|
)
|
|
—
|
|
|
(86,923
|
)
|
||||||
Purchase of treasury shares
|
(2,956,760
|
)
|
|
—
|
|
|
—
|
|
|
(16,505
|
)
|
|
—
|
|
|
—
|
|
|
(16,505
|
)
|
||||||
Equity issuance costs
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
||||||
Equity component of repurchase of the Convertible Notes (see Note 13)
|
—
|
|
|
—
|
|
|
(537
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(537
|
)
|
||||||
Balance as of December 31, 2016
|
174,629,755
|
|
|
$
|
2,247
|
|
|
$
|
1,756,769
|
|
|
$
|
(443,816
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,315,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of January 1, 2017
|
174,629,755
|
|
|
$
|
2,247
|
|
|
$
|
1,756,769
|
|
|
$
|
(443,816
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,315,200
|
|
Net loss for the period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158,240
|
)
|
|
—
|
|
|
(158,240
|
)
|
||||||
Net proceeds from follow on offerings of common stock
|
84,500,000
|
|
|
845
|
|
|
287,599
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
288,444
|
|
||||||
Issuance of restricted stock, net of forfeitures
|
10,877,799
|
|
|
109
|
|
|
(109
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of restricted stock, net of forfeitures
|
—
|
|
|
—
|
|
|
22,385
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,385
|
|
||||||
Dividends paid, $0.04 per share
(1)
|
—
|
|
|
—
|
|
|
(9,561
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,561
|
)
|
||||||
Shares issued as consideration for merger with NPTI, $4.02 per share
|
54,999,990
|
|
|
550
|
|
|
220,550
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221,100
|
|
||||||
Warrants exercised relating to merger with NPTI
|
1,500,000
|
|
|
15
|
|
|
5,958
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,973
|
|
||||||
Balance as of December 31, 2017
|
326,507,544
|
|
|
$
|
3,766
|
|
|
$
|
2,283,591
|
|
|
$
|
(443,816
|
)
|
|
$
|
(158,240
|
)
|
|
$
|
—
|
|
|
$
|
1,685,301
|
|
|
|
|
For the year ended December 31,
|
||||||||||
In thousands of U.S. dollars
|
Notes
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
||||
Net (loss) / income
|
|
|
$
|
(158,240
|
)
|
|
$
|
(24,903
|
)
|
|
$
|
217,749
|
|
Gain on sale of Dorian Shares
|
|
|
—
|
|
|
—
|
|
|
(1,179
|
)
|
|||
Loss from sales of vessels
|
|
23,345
|
|
|
2,078
|
|
|
35
|
|
||||
Write-off of vessel purchase options
|
|
|
—
|
|
|
—
|
|
|
731
|
|
|||
Depreciation
|
|
141,418
|
|
|
121,461
|
|
|
107,356
|
|
||||
Amortization of restricted stock
|
|
22,385
|
|
|
30,207
|
|
|
33,687
|
|
||||
Amortization of deferred financing fees
|
|
13,381
|
|
|
14,149
|
|
|
14,688
|
|
||||
Write-off of deferred financing fees
|
|
2,467
|
|
|
14,479
|
|
|
2,730
|
|
||||
Bargain purchase gain
|
|
(5,417
|
)
|
|
—
|
|
|
—
|
|
||||
Share based merger transaction costs
|
|
5,973
|
|
|
—
|
|
|
—
|
|
||||
Unrealized (gain) / loss on derivative financial instruments
|
|
—
|
|
|
(1,371
|
)
|
|
1,255
|
|
||||
Amortization of acquired time charter contracts
|
|
|
—
|
|
|
65
|
|
|
513
|
|
|||
Accretion of Convertible Notes
|
|
12,211
|
|
|
11,562
|
|
|
11,096
|
|
||||
Accretion of fair market measurement on debt assumed from merger with NPTI
|
|
1,478
|
|
|
—
|
|
|
—
|
|
||||
Gain on repurchase of Convertible Notes
|
|
—
|
|
|
(994
|
)
|
|
(46
|
)
|
||||
|
|
|
59,001
|
|
|
166,733
|
|
|
388,615
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||
(Increase) / decrease in inventories
|
|
|
(1,319
|
)
|
|
564
|
|
|
(1,909
|
)
|
|||
(Increase) / decrease in accounts receivable
|
|
|
(1,478
|
)
|
|
26,688
|
|
|
9,184
|
|
|||
Decrease / (increase) in prepaid expenses and other current assets
|
|
|
12,219
|
|
|
(5,546
|
)
|
|
(1,615
|
)
|
|||
(Increase) / decrease in other assets
|
|
|
(22,651
|
)
|
|
2,045
|
|
|
(14,153
|
)
|
|||
Increase / (decrease) in accounts payable
|
|
|
3,694
|
|
|
(2,487
|
)
|
|
775
|
|
|||
(Decrease) / increase in accrued expenses
|
|
|
(7,665
|
)
|
|
(9,486
|
)
|
|
11,206
|
|
|||
Interest rate swap termination payment
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|||
|
|
|
(17,200
|
)
|
|
11,778
|
|
|
3,360
|
|
|||
Net cash inflow from operating activities
|
|
|
41,801
|
|
|
178,511
|
|
|
391,975
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|
||||
Acquisition of vessels and payments for vessels under construction
|
|
|
(258,311
|
)
|
|
(126,842
|
)
|
|
(905,397
|
)
|
|||
Proceeds from disposal of vessels
|
|
|
127,372
|
|
|
158,175
|
|
|
90,820
|
|
|||
Net cash paid for the merger with NPTI
|
|
|
(23,062
|
)
|
|
—
|
|
|
—
|
|
|||
Drydock payments
|
|
|
(5,922
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of Dorian shares
|
|
|
—
|
|
|
—
|
|
|
142,436
|
|
|||
Deposit returned for vessel purchases
|
|
|
—
|
|
|
—
|
|
|
(31,277
|
)
|
|||
Net cash (outflow) / inflow from investing activities
|
|
|
(159,923
|
)
|
|
31,333
|
|
|
(703,418
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||
Debt repayments
|
|
|
(546,296
|
)
|
|
(753,431
|
)
|
|
(226,260
|
)
|
|||
Issuance of debt
|
|
|
525,642
|
|
|
565,028
|
|
|
643,550
|
|
|||
Debt issuance costs
|
|
|
(11,758
|
)
|
|
(10,679
|
)
|
|
(8,497
|
)
|
Increase in restricted cash
|
|
|
(2,279
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of Convertible Notes
|
|
|
—
|
|
|
(8,393
|
)
|
|
(1,632
|
)
|
|||
Gross proceeds from issuance of common stock
|
|
|
303,500
|
|
|
—
|
|
|
159,747
|
|
|||
Equity issuance costs
|
|
|
(15,056
|
)
|
|
(24
|
)
|
|
(7,554
|
)
|
|||
Dividends paid
|
|
|
(9,561
|
)
|
|
(86,923
|
)
|
|
(87,056
|
)
|
|||
Redemption of NPTI Redeemable Preferred Shares
|
|
|
(39,495
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock
|
|
|
—
|
|
|
(16,505
|
)
|
|
(76,028
|
)
|
|||
Net cash inflow / (outflow) from financing activities
|
|
|
204,697
|
|
|
(310,927
|
)
|
|
396,270
|
|
|||
Increase / (decrease) in cash and cash equivalents
|
|
|
86,575
|
|
|
(101,083
|
)
|
|
84,827
|
|
|||
Cash and cash equivalents at January 1,
|
|
|
99,887
|
|
|
200,970
|
|
|
116,143
|
|
|||
Cash and cash equivalents at December 31,
|
|
|
$
|
186,462
|
|
|
$
|
99,887
|
|
|
$
|
200,970
|
|
Supplemental information:
|
|
|
|
|
|
|
|
|
|
||||
Interest paid
|
|
|
$
|
92,034
|
|
|
$
|
69,008
|
|
|
$
|
63,418
|
|
1.
|
General information and significant accounting policies
|
(1)
|
Pool revenue for each vessel is determined in accordance with the profit sharing terms specified within each pool agreement. In particular, the pool manager aggregates the revenues and expenses of all of the pool participants and distributes the net earnings to participants based on:
|
•
|
the pool points (vessel attributes such as cargo carrying capacity, fuel consumption, and construction characteristics are taken into consideration); and
|
•
|
the number of days the vessel participated in the pool in the period
.
We recognize pool revenue on a monthly basis, when the vessel has participated in a pool during the period and the amount of pool revenue for the month can be estimated reliably. We receive estimated vessel earnings based on the known number of days the vessel has participated in the pool, the contract terms, and the estimated monthly pool revenue. On a quarterly basis, we receive a report from the pool which identifies the number of days the vessel participated in the pool, the total pool points for the period, the total pool revenue for the period, and the calculated share of pool revenue for the vessel. We review the quarterly report for consistency with each vessel’s pool agreement and vessel management records. The estimated pool revenue is reconciled quarterly, coinciding with our external reporting periods, to the actual pool revenue earned, per the pool report. Consequently, in our financial statements, reported revenues represent actual pooled revenues. While differences do arise in the performance of these quarterly reconciliations, such differences are not material to total reported revenues.
|
(2)
|
Time charter revenue is recognized as services are performed based on the daily rates specified in the time charter contract.
|
(3)
|
Voyage charter agreements are charter hires, where a contract is made in the spot market for the use of a vessel for a specific voyage for a specified charter rate. Revenue from voyage charter agreements was recognized as voyage revenue on a pro-rata basis over the duration of the voyage on a discharge to discharge basis. In the application of this policy, we did not begin recognizing revenue until (i) the amount of revenue could be measured reliably, (ii) it was probable that the economic benefits associated with the transaction would flow to the entity, (iii) the transactions stage of completion at the balance sheet date could be measured reliably and (iv) the costs incurred and the costs to complete the transaction could be measured reliably.
|
•
|
it has been acquired principally for the purpose of selling in the near future; or
|
•
|
it is a part of an identified portfolio of financial instruments that we manage together and has a recent actual pattern of short-term profit-taking; or
|
•
|
it is a derivative that is not designated and effective as a hedging instrument.
|
•
|
significant financial difficulty of the issuer or counterparty; or
|
•
|
default or delinquency in interest or principal payments; or
|
•
|
it becomes probable that the borrower will enter bankruptcy or financial re-organization.
|
•
|
Eight
of our owned or financed leased vessels in our fleet had fair values less cost to sell more than their carrying amount. As such, there were no indicators of impairment for these vessels.
|
•
|
99
of our
107
owned or finance leased vessels in our fleet had fair values less costs to sell less than their carrying amount. We prepared a value in use calculation for each of these vessels which resulted in
no
impairment being recognized.
|
•
|
We did not obtain independent broker valuations for our
two
vessels under construction. To assess their carrying values for impairment, we prepared value in use calculations which resulted in no impairment being recognized.
|
•
|
Annual improvements for IFRS Standards 2014 - 2016 cycle
|
•
|
IAS 12 - Recognition of deferred tax assets for unrealized losses
|
•
|
IAS 7 - Disclosure initiative - statement of cash flows
|
•
|
Amendment to IFRS 2 - Share Based Payment Transactions - clarifies the standard in relation to the accounting for cash settled share based payment transactions that include a performance condition, the classification of share based payment transactions with net settlement features and the accounting for modifications of share based payment transactions from cash settled to equity settled. Effective for annual periods beginning on or after January 1, 2018.
|
•
|
IFRIC 22 - Foreign Currency Transactions and Advance Consideration - establishes the date for which to determine the exchange rate to use on the date of initial recognition of a non-monetary prepayment asset or deferred income liability. Effective for annual periods beginning on or after January 1, 2018.
|
•
|
Amendment to IAS 40 - Investment Property - Amends IAS 40 paragraph 57 to state that an entity shall transfer a property to, or from, investment property when, and only when, there is evidence of a change in use. Effective for annual periods beginning on or after January 1, 2018.
|
•
|
Amendment to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture. Clarifies the recognition of gains and losses arising on the sale or contribution of assets that constitute a business and assets do not constitute a business. The effective date is pending.
|
2.
|
Merger with Navig8 Product Tankers Inc
|
•
|
On May 30, 2017, we issued
50 million
shares of common stock in an underwritten public offering at an offering price of
$4.00
per share for net proceeds of approximately
$188.7 million
, after deducting underwriters' discounts and offering expenses. The completion of this offering was a condition to closing the Merger.
|
•
|
On June 14, 2017, we acquired part of NPTI’s business with the acquisition of
four
LR1 product tankers (the “NPTI Vessel Acquisition”) through the acquisition of entities holding those vessels and related debt for an acquisition price of
$42.2 million
in cash.
|
•
|
On September 1, 2017, at the September Closing, all conditions precedent were lifted and we acquired NPTI's remaining business including
eight
LR1 and
15
LR2 tankers. Pursuant to the Merger Agreement,
one
share in NPTI gave the right to receive
1.176
of our shares, and we issued a total of
54,999,990
common shares to NPTI's shareholders as Merger consideration. Insignificant transaction costs were incurred as part of this issuance.
|
•
|
We assumed NPTI's aggregate outstanding indebtedness of
$907.4 million
upon the closing of these transactions.
|
In thousands of U.S. Dollars
|
NPTI Vessel Acquisition
|
September Closing
|
||||
Cash and cash equivalents
|
$
|
6,180
|
|
$
|
15,149
|
|
Restricted cash
|
—
|
|
13,641
|
|
||
Trade receivables
|
3,330
|
|
16,323
|
|
||
Prepaid expenses and other assets
|
2,932
|
|
19,940
|
|
||
Inventories
|
299
|
|
1,415
|
|
||
Restricted cash - non-current
|
4,000
|
|
6,380
|
|
||
Vessels, net
|
158,500
|
|
972,750
|
|
||
Accounts payable and accrued expenses
|
(13,720
|
)
|
(2,966
|
)
|
||
Debt (current and non-current)
|
(113,856
|
)
|
(793,519
|
)
|
||
Redeemable Preferred Shares
|
—
|
|
(39,495
|
)
|
||
Net assets acquired and liabilities assumed
|
47,665
|
|
209,618
|
|
||
Total purchase price consideration
|
42,248
|
|
221,100
|
|
||
Provisional (bargain purchase) / goodwill
|
$
|
(5,417
|
)
|
$
|
11,482
|
|
•
|
the change in depreciation that would have occurred assuming the fair value adjustments to Vessels had applied beginning on January 1, 2017.
|
•
|
the Company's accounting policy for the depreciation of vessels and drydock whereby (i) depreciation is calculated on a straight-line basis to the estimated residual value over the anticipated useful life of the vessel from the date of delivery and (ii) for an acquired or newly built vessel, a notional drydock component is allocated from the vessel’s cost and depreciated on a straight-line basis to the next estimated drydock.
|
•
|
Deferred financing fee amortization — unamortized deferred charges relating to NPTI’s secured debt were eliminated and reflected in the fair value assessment of the debt.
|
•
|
Interest expense - the preliminary purchase price allocates the estimated fair value of NPTI’s secured debt and obligations due under sale leaseback facilities. Accordingly, we adjusted interest expense on a pro forma basis to reflect the amortization of these fair value adjustments for the year ended December 31, 2017.
|
3.
|
Cash and cash equivalents
|
|
At December 31,
|
||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
||||
Cash at banks
|
$
|
185,377
|
|
|
$
|
99,053
|
|
Cash on vessels
|
1,085
|
|
|
834
|
|
||
|
$
|
186,462
|
|
|
$
|
99,887
|
|
4.
|
Prepaid expenses and other assets
|
|
As of
|
||||||
In thousands of U.S. dollars
|
December 31, 2017
|
|
December 31, 2016
|
||||
SSM - prepaid vessel operating expenses
|
$
|
6,391
|
|
|
$
|
4,233
|
|
Prepaid insurance
|
3,429
|
|
|
3,206
|
|
||
Third party - prepaid vessel operating expenses
|
1,255
|
|
|
42
|
|
||
Prepaid interest
|
1,153
|
|
|
—
|
|
||
Other prepaid expenses
|
5,492
|
|
|
1,586
|
|
||
|
$
|
17,720
|
|
|
$
|
9,067
|
|
5.
|
Accounts receivable
|
|
At December 31,
|
||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
||||
Scorpio MR Pool Limited
|
$
|
27,720
|
|
|
$
|
28,611
|
|
Scorpio LR2 Pool Limited
|
7,026
|
|
|
7,552
|
|
||
Scorpio Handymax Tanker Pool Limited
|
6,037
|
|
|
3,125
|
|
||
Scorpio LR1 Tanker Pool Limited
|
3,002
|
|
|
—
|
|
||
Scorpio Aframax Pool Limited
|
1,095
|
|
|
—
|
|
||
Scorpio Panamax Tanker Pool Limited
|
—
|
|
|
1,392
|
|
||
Receivables from the Scorpio Group Pools
|
44,880
|
|
|
40,680
|
|
||
|
|
|
|
||||
Receivables from Navig8 Group Pools
|
14,625
|
|
|
—
|
|
||
Freight and time charter receivables
|
2,399
|
|
|
—
|
|
||
Insurance receivables
|
870
|
|
|
1,362
|
|
||
Other receivables
|
2,684
|
|
|
287
|
|
||
|
$
|
65,458
|
|
|
$
|
42,329
|
|
6.
|
Vessels
|
In thousands of U.S. dollars
|
Vessels
|
|
Drydock
|
|
Total
|
|||||||
Cost
|
|
|
|
|
|
|
||||||
|
As of January 1, 2017
|
$
|
3,126,790
|
|
|
$
|
60,089
|
|
|
$
|
3,186,879
|
|
|
Additions
(1)
|
333,338
|
|
|
12,667
|
|
|
346,005
|
|
|||
|
Vessels acquired in merger with NPTI
(2)
|
1,113,618
|
|
|
17,632
|
|
|
1,131,250
|
|
|||
|
Disposal of vessels
(3)
|
(184,098
|
)
|
|
(3,750
|
)
|
|
(187,848
|
)
|
|||
|
Write-offs
(4)
|
—
|
|
|
(3,750
|
)
|
|
(3,750
|
)
|
|||
|
As of December 31, 2017
|
4,389,648
|
|
|
82,888
|
|
|
4,472,536
|
|
|||
|
|
|
|
|
|
|
||||||
Accumulated depreciation and impairment
|
|
|
|
|
|
|||||||
|
As of January 1, 2017
|
(246,210
|
)
|
|
(27,415
|
)
|
|
(273,625
|
)
|
|||
|
Charge for the period
|
(127,369
|
)
|
|
(14,049
|
)
|
|
(141,418
|
)
|
|||
|
Disposal of vessels
(3)
|
25,876
|
|
|
2,975
|
|
|
28,851
|
|
|||
|
Write-offs
(4)
|
—
|
|
|
3,750
|
|
|
3,750
|
|
|||
|
As of December 31, 2017
|
(347,703
|
)
|
|
(34,739
|
)
|
|
(382,442
|
)
|
|||
Net book value
|
|
|
|
|
|
|||||||
|
As of December 31, 2017
|
$
|
4,041,945
|
|
|
$
|
48,149
|
|
|
$
|
4,090,094
|
|
|
|
|
|
|
|
|
||||||
Cost
|
|
|
|
|
|
|
||||||
|
As of January 1, 2016
|
$
|
3,188,367
|
|
|
$
|
62,039
|
|
|
$
|
3,250,406
|
|
|
Additions
(5)
|
105,415
|
|
|
1,800
|
|
|
107,215
|
|
|||
|
Disposal of vessels
(6)
|
(166,992
|
)
|
|
(3,750
|
)
|
|
(170,742
|
)
|
|||
|
As of December 31, 2016
|
3,126,790
|
|
|
60,089
|
|
|
3,186,879
|
|
|||
|
|
|
|
|
|
|
||||||
Accumulated depreciation and impairment
|
|
|
|
|
|
|||||||
|
As of January 1, 2016
|
(146,063
|
)
|
|
(16,590
|
)
|
|
(162,653
|
)
|
|||
|
Charge for the period
|
(109,433
|
)
|
|
(12,028
|
)
|
|
(121,461
|
)
|
|||
|
Disposal of vessels
(6)
|
9,286
|
|
|
1,203
|
|
|
10,489
|
|
|||
|
As of December 31, 2016
|
(246,210
|
)
|
|
(27,415
|
)
|
|
(273,625
|
)
|
|||
Net book value
|
|
|
|
|
|
|||||||
|
As of December 31, 2016
|
$
|
2,880,580
|
|
|
$
|
32,674
|
|
|
$
|
2,913,254
|
|
(1)
|
Additions in 2017 primarily relate to the deliveries of
eight
newbuilding vessels and corresponding calculations of notional drydock on these vessels.
|
(2)
|
Represents the fair value of the vessels acquired in the Merger with NPTI as described in Note 2.
|
(3)
|
Represents the net book value of (i)
STI Sapphire
and
STI Emerald,
which were sold during the
year ended December 31, 2017
and (ii)
STI Beryl
,
STI Le Rocher
and
STI Larvotto,
which were sold and leased back during the
year ended December 31, 2017
. These transactions are further described below.
|
(4)
|
Represents the write-off of the notional drydock costs of
STI Amber, STI Topaz, STI Ruby, STI Garnet
and
STI Onyx
which were drydocked in 2017.
|
(5)
|
Additions in 2016 primarily relate to the deliveries of
STI Grace
and
STI Jermyn
and the corresponding calculation of notional drydock on these vessels.
|
(6)
|
Represents the net book value of
STI Chelsea, STI Lexington, STI Powai, STI Olivia
and
STI Mythos
, which were sold during the year ended December 31, 2016.
|
|
|
|
Month
|
|
Vessel
|
|
|
Name
|
|
Delivered
|
|
Type
|
|
1
|
|
STI Selatar
|
|
February 2017
|
|
LR2
|
2
|
|
STI Rambla
|
|
March 2017
|
|
LR2
|
3
|
|
STI Galata
|
|
March 2017
|
|
MR
|
4
|
|
STI Bosphorus
|
|
April 2017
|
|
MR
|
5
|
|
STI Leblon
|
|
July 2017
|
|
MR
|
6
|
|
STI La Boca
|
|
July 2017
|
|
MR
|
7
|
|
STI San Telmo
|
|
September 2017
|
|
MR
|
8
|
|
STI Donald C Trauscht
|
|
October 2017
|
|
MR
|
|
|
|
Month
|
|
Vessel
|
|
|
Name
|
|
Delivered
|
|
Type
|
|
1
|
|
STI Grace
|
|
March 2016
|
|
LR2
|
2
|
|
STI Jermyn
|
|
June 2016
|
|
LR2
|
Credit Facility
|
|
Vessel Name
|
2016 Credit Facility
|
|
STI Aqua
|
2016 Credit Facility
|
|
STI Benicia
|
2016 Credit Facility
|
|
STI Dama
|
2016 Credit Facility
|
|
STI Meraux
|
2016 Credit Facility
|
|
STI Opera
|
2016 Credit Facility
|
|
STI Regina
|
2016 Credit Facility
|
|
STI San Antonio
|
2016 Credit Facility
|
|
STI St. Charles
|
2016 Credit Facility
|
|
STI Texas City
|
2016 Credit Facility
|
|
STI Venere
|
2016 Credit Facility
|
|
STI Virtus
|
2016 Credit Facility
|
|
STI Yorkville
|
2017 Credit Facility
|
|
STI Bosphorus
|
2017 Credit Facility
|
|
STI Donald C Trauscht
|
2017 Credit Facility
|
|
STI Galata
|
2017 Credit Facility
|
|
STI La Boca
|
2017 Credit Facility
|
|
STI Leblon
|
2017 Credit Facility
|
|
STI San Telmo
|
ABN AMRO / K-Sure Credit Facility
|
|
STI Precision
|
ABN AMRO / K-Sure Credit Facility
|
|
STI Prestige
|
ABN AMRO Credit Facility
|
|
STI Carnaby
|
ABN AMRO Credit Facility
|
|
STI Kingsway
|
ABN AMRO Credit Facility
|
|
STI Savile Row
|
ABN AMRO Credit Facility
|
|
STI Spiga
|
BCFL Lease Financing (LR2s)
|
|
STI Solace
|
BCFL Lease Financing (LR2s)
|
|
STI Solidarity
|
BCFL Lease Financing (LR2s)
|
|
STI Stability
|
BCFL Lease Financing (MRs)
|
|
STI Amber
|
BCFL Lease Financing (MRs)
|
|
STI Garnet
|
BCFL Lease Financing (MRs)
|
|
STI Onyx
|
BCFL Lease Financing (MRs)
|
|
STI Ruby
|
BCFL Lease Financing (MRs)
|
|
STI Topaz
|
BNP Paribas Credit Facility
|
|
STI Battery
|
BNP Paribas Credit Facility
|
|
STI Memphis
|
BNP Paribas Credit Facility
|
|
STI Soho
|
Citi / K-Sure Credit Facility
|
|
STI Excellence
|
Citi / K-Sure Credit Facility
|
|
STI Executive
|
Citi / K-Sure Credit Facility
|
|
STI Experience
|
Citi / K-Sure Credit Facility
|
|
STI Express
|
CMB Lease Financing
|
|
STI Pride
|
CMB Lease Financing
|
|
STI Providence
|
Credit Agricole Credit Facility
|
|
STI Exceed
|
Credit Agricole Credit Facility
|
|
STI Excel
|
Credit Agricole Credit Facility
|
|
STI Excelsior
|
Credit Agricole Credit Facility
|
|
STI Expedite
|
Credit Suisse Credit Facility
|
|
STI Rambla
|
Credit Suisse Credit Facility
|
|
STI Selatar
|
CSSC Lease Financing
|
|
STI Gallantry
|
CSSC Lease Financing
|
|
STI Gauntlet
|
CSSC Lease Financing
|
|
STI Gladiator
|
CSSC Lease Financing
|
|
STI Goal
|
CSSC Lease Financing
|
|
STI Gratitude
|
CSSC Lease Financing
|
|
STI Guard
|
CSSC Lease Financing
|
|
STI Guide
|
CSSC Lease Financing
|
|
STI Nautilus
|
DVB 2017 Credit Facility
|
|
STI Alexis
|
DVB 2017 Credit Facility
|
|
STI Milwaukee
|
DVB 2017 Credit Facility
|
|
STI Seneca
|
DVB 2017 Credit Facility
|
|
STI Wembley
|
HSH Credit Facility
|
|
STI Duchessa
|
ING Credit Facility
|
|
STI Black Hawk
|
ING Credit Facility
|
|
STI Grace
|
ING Credit Facility
|
|
STI Jermyn
|
ING Credit Facility
|
|
STI Lombard
|
ING Credit Facility
|
|
STI Osceola
|
ING Credit Facility
|
|
STI Pontiac
|
KEXIM Credit Facility
|
|
STI Acton
|
KEXIM Credit Facility
|
|
STI Brixton
|
KEXIM Credit Facility
|
|
STI Broadway
|
KEXIM Credit Facility
|
|
STI Camden
|
KEXIM Credit Facility
|
|
STI Clapham
|
KEXIM Credit Facility
|
|
STI Comandante
|
KEXIM Credit Facility
|
|
STI Condotti
|
KEXIM Credit Facility
|
|
STI Elysees
|
KEXIM Credit Facility
|
|
STI Finchley
|
KEXIM Credit Facility
|
|
STI Fulham
|
KEXIM Credit Facility
|
|
STI Hackney
|
KEXIM Credit Facility
|
|
STI Madison
|
KEXIM Credit Facility
|
|
STI Orchard
|
KEXIM Credit Facility
|
|
STI Park
|
KEXIM Credit Facility
|
|
STI Pimlico
|
KEXIM Credit Facility
|
|
STI Poplar
|
KEXIM Credit Facility
|
|
STI Sloane
|
KEXIM Credit Facility
|
|
STI Veneto
|
K-Sure Credit Facility
|
|
STI Battersea
|
K-Sure Credit Facility
|
|
STI Bronx
|
K-Sure Credit Facility
|
|
STI Brooklyn
|
K-Sure Credit Facility
|
|
STI Connaught
|
K-Sure Credit Facility
|
|
STI Gramercy
|
K-Sure Credit Facility
|
|
STI Hammersmith
|
K-Sure Credit Facility
|
|
STI Lauren
|
K-Sure Credit Facility
|
|
STI Manhattan
|
K-Sure Credit Facility
|
|
STI Mayfair
|
K-Sure Credit Facility
|
|
STI Notting Hill
|
K-Sure Credit Facility
|
|
STI Oxford
|
K-Sure Credit Facility
|
|
STI Queens
|
K-Sure Credit Facility
|
|
STI Rotherhithe
|
K-Sure Credit Facility
|
|
STI Tribeca
|
K-Sure Credit Facility
|
|
STI Westminster
|
K-Sure Credit Facility
|
|
STI Winnie
|
NIBC Credit Facility
|
|
STI Fontvieille
|
NIBC Credit Facility
|
|
STI Ville
|
Ocean Yield Lease Financing
|
|
STI Sanctity
|
Ocean Yield Lease Financing
|
|
STI Steadfast
|
Ocean Yield Lease Financing
|
|
STI Supreme
|
Ocean Yield Lease Financing
|
|
STI Symphony
|
Scotiabank Credit Facility
|
|
STI Rose
|
7.
|
Vessels under construction
|
In thousands of U.S. dollars
|
|
||
Balance as of January 1, 2016
|
$
|
132,218
|
|
Installment payments and other capitalized expenses
|
106,034
|
|
|
Capitalized interest
|
6,274
|
|
|
Transferred to operating vessels and drydock
|
(106,609
|
)
|
|
Balance as of December 31, 2016
|
$
|
137,917
|
|
|
|
||
Installment payments and other capitalized expenses
|
252,977
|
|
|
Capitalized interest
|
4,194
|
|
|
Transferred to operating vessels and drydock
|
(339,712
|
)
|
|
Balance as of December 31, 2017
|
$
|
55,376
|
|
8.
|
Carrying values of vessels, vessels under construction and goodwill
|
•
|
Eight
of our owned or financed leased vessels in our fleet had fair values less cost to sell more than their carrying amount. As such, there were no indicators of impairment for these vessels.
|
•
|
99
of our
107
owned or finance leased vessels in our fleet had fair values less costs to sell less than their carrying amount. We prepared a value in use calculation for each of these vessels which resulted in
no
impairment being recognized.
|
•
|
We did not obtain independent broker valuations for our
two
vessels under construction. To assess their carrying values for impairment, we prepared value in use calculations for each vessel which resulted in
no
impairment being recognized.
|
•
|
All of our
77
vessels in our fleet had fair values less costs to sell in excess of their carrying amount. We prepared a value in use calculation for each these vessels which resulted in
no
impairment being recognized.
|
•
|
We did not obtain independent broker valuations for our
ten
vessels under construction. To assess their carrying values for impairment, we prepared value in use calculations for each vessel which resulted in
no
impairment being recognized.
|
•
|
Based on the sensitivity analysis performed for
December 31, 2017
, a
1.0%
increase in the discount rate would result in
four
MR vessels being impaired for an aggregate
$2.3 million
loss. Alternatively, a
5%
decrease in forecasted time charter rates would result in
13
Handymax and MR vessels being impaired for an aggregate
$6.9 million
loss.
|
•
|
Based on the sensitivity analysis performed for
December 31, 2016
, a
1.0%
increase in the discount rate would result in
four
MR vessels and
six
LR2 being impaired and recognized
$20.2 million
loss. Alternatively, a
5%
decrease in forecasted time charter rates would also result in
four MR
vessels and
six
LR2 being impaired and recognized
$22.4 million
loss.
|
9.
|
Other non-current assets
|
|
At December 31,
|
||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
||||
Scorpio LR2 Tanker Pool Ltd. pool working capital contributions
(1)
|
$
|
28,050
|
|
|
$
|
13,600
|
|
Scorpio Handymax Tanker Pool Ltd. pool working capital contributions
(2)
|
6,751
|
|
|
5,617
|
|
||
Scorpio LR1 Tanker Pool Ltd. pool working capital contributions
(1)
|
6,600
|
|
|
—
|
|
||
Working capital contributions to Scorpio Group Pools
|
41,401
|
|
|
19,217
|
|
||
|
|
|
|
||||
Sellers credit on lease financed vessels
(3)
|
8,581
|
|
|
—
|
|
||
Capitalized loan fees
(4)
|
582
|
|
|
2,278
|
|
||
Other
|
120
|
|
|
—
|
|
||
|
$
|
50,684
|
|
|
$
|
21,495
|
|
(1)
|
Upon entrance into the Scorpio LR2 and LR1 Pools, all vessels are required to make initial working capital contributions of both cash and bunkers. Initial working capital contributions are repaid, without interest, upon a vessel’s exit from the pool. Bunkers on board a vessel exiting the pool are credited against such repayment at the actual invoice price of the bunkers. For all owned vessels, we assume that these contributions will not be repaid within 12 months and are thus classified as non-current within other assets on the consolidated balance sheets. For time chartered-in vessels we classify the amounts as current (within accounts receivable) or non-current (within other assets) according to the expiration of the contract.
|
(2)
|
Upon entrance into the Scorpio Handymax Tanker Pool, all vessels are required to make initial working capital contributions of both cash and bunkers. Initial working capital contributions are repaid, without interest, upon a vessel's exit from each pool no later than
six months
after the exit date. Bunkers on board a vessel exiting the pool are credited against such repayment at the actual invoice price of the bunkers. For all owned vessels, we assume that these contributions will not be repaid within 12 months and are thus classified as non-current within other assets on the consolidated balance sheets. For time chartered-in vessels we classify the amounts as current (within accounts receivable) or non-current (within other assets) according to the expiration of the contract.
|
(3)
|
The sellers credit on lease financed vessels represents the present value of the deposits of
$4.35 million
per vessel (
$13.1 million
in aggregate) that was retained by the buyer as part of the sale and operating leasebacks of
STI Beryl
,
STI Le Rocher
and
STI Larvotto
,
which is described in Note 6. This deposit will either be applied to the purchase price of the vessel if a purchase option is exercised, or refunded to us at the expiration of the agreement. The present value of this deposit has been calculated based on the interest rate that is implied in the lease, and the carrying value will accrete over the life of the lease, through interest income, until expiration.
|
(4)
|
Primarily represents upfront loan fees on our credit facilities that are expected to be used to finance newbuilding vessels. These are reclassified to Debt when the tranche of the loan to which the vessel relates is drawn.
|
10.
|
Restricted Cash
|
11.
|
Accounts payable
|
|
At December 31,
|
||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
||||
Scorpio Ship Management S.A.M. (SSM)
|
$
|
766
|
|
|
$
|
653
|
|
Scorpio LR2 Pool Limited
|
365
|
|
|
15
|
|
||
Scorpio Services Holding Limited (SSH)
|
190
|
|
|
90
|
|
||
Scorpio Commercial Management S.A.M. (SCM)
|
186
|
|
|
—
|
|
||
Scorpio Aframax Tanker Pool Limited
|
74
|
|
|
—
|
|
||
Scorpio LR1 Pool Limited
|
22
|
|
|
—
|
|
||
|
1,603
|
|
|
758
|
|
||
|
|
|
|
||||
Suppliers
|
11,441
|
|
|
8,524
|
|
||
|
$
|
13,044
|
|
|
$
|
9,282
|
|
12.
|
Accrued expenses
|
|
At December 31,
|
||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
||||
Scorpio Commercial Management S.A.M. (SCM)
|
$
|
5
|
|
|
$
|
53
|
|
|
5
|
|
|
53
|
|
||
|
|
|
|
||||
Suppliers
|
16,594
|
|
|
5,745
|
|
||
Accrued interest
|
13,078
|
|
|
11,216
|
|
||
Accrued short-term employee benefits
|
2,325
|
|
|
5,487
|
|
||
Accrued transaction costs relating to the Merger
|
34
|
|
|
—
|
|
||
Other accrued expenses
|
802
|
|
|
523
|
|
||
|
$
|
32,838
|
|
|
$
|
23,024
|
|
13.
|
Current and long-term debt
|
|
As of December 31,
|
||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
||||
Current portion
(1)
|
$
|
113,036
|
|
|
$
|
353,012
|
|
Finance lease
(2)
|
50,146
|
|
|
—
|
|
||
Current portion of long-term debt
|
163,182
|
|
|
353,012
|
|
||
|
|
|
|
||||
Non-current portion
(3)
|
1,937,018
|
|
|
1,529,669
|
|
||
Finance lease
(4)
|
666,993
|
|
|
—
|
|
||
|
$
|
2,767,193
|
|
|
$
|
1,882,681
|
|
(1)
|
The current portion at
December 31, 2017
was net of unamortized deferred financing fees of
$1.7 million
. The current portion at
December 31, 2016
was net of unamortized deferred financing fees of
$4.3 million
.
|
(2)
|
The current portion at December 31, 2017 was net of unamortized deferred financing fees of
$0.1 million
.
|
(3)
|
The non-current portion at
December 31, 2017
was net of unamortized deferred financing fees of
$33.4 million
. The non-current portion at
December 31, 2016
was net of unamortized deferred financing fees of
$33.1 million
.
|
(4)
|
The non-current portion at December 31, 2017 was net of unamortized deferred financing fees of
$1.1 million
.
|
|
As of December 31, 2017
|
|
||||||||||||||
In thousands of U.S. dollars
|
Current
|
|
Non-Current
|
|
Total outstanding
|
|
Available
|
|
||||||||
K-Sure Credit Facility
|
$
|
2,757
|
|
|
$
|
237,162
|
|
|
$
|
239,919
|
|
|
$
|
—
|
|
|
KEXIM Credit Facility
|
33,650
|
|
|
299,300
|
|
|
332,950
|
|
|
—
|
|
|
||||
Credit Suisse Credit Facility
|
1,945
|
|
|
51,543
|
|
|
53,488
|
|
|
—
|
|
|
||||
ABN AMRO Credit Facility
|
8,887
|
|
|
104,425
|
|
|
113,312
|
|
|
—
|
|
|
||||
ING Credit Facility
|
3,388
|
|
|
106,456
|
|
|
109,844
|
|
|
—
|
|
|
||||
BNP Paribas Credit Facility
|
3,450
|
|
|
39,100
|
|
|
42,550
|
|
|
—
|
|
|
||||
Scotiabank Credit Facility
|
1,110
|
|
|
27,750
|
|
|
28,860
|
|
|
—
|
|
|
||||
NIBC Credit Facility
|
2,849
|
|
|
31,863
|
|
|
34,712
|
|
|
—
|
|
|
||||
2016 Credit Facility
|
20,376
|
|
|
175,603
|
|
|
195,979
|
|
|
—
|
|
|
||||
2017 Credit Facility
|
11,561
|
|
|
130,253
|
|
|
141,814
|
|
|
21,450
|
|
(1)
|
||||
HSH Credit Facility
|
1,592
|
|
|
13,824
|
|
|
15,416
|
|
|
—
|
|
|
||||
DVB 2017 Credit Facility
|
5,920
|
|
|
72,520
|
|
|
78,440
|
|
|
—
|
|
|
||||
Credit Agricole Credit Facility
|
7,703
|
|
|
96,211
|
|
|
103,914
|
|
|
—
|
|
|
||||
ABN / K-Sure Credit Facility
|
3,076
|
|
|
46,832
|
|
|
49,908
|
|
|
—
|
|
|
||||
Citi / K-Sure Credit Facility
|
6,443
|
|
|
97,609
|
|
|
104,052
|
|
|
—
|
|
|
||||
Ocean Yield Lease Financing
|
10,263
|
|
|
158,753
|
|
|
169,016
|
|
|
—
|
|
|
||||
CMBFL Lease Financing
|
4,717
|
|
|
61,198
|
|
|
65,915
|
|
|
—
|
|
|
||||
BCFL Lease Financing (LR2s)
|
6,742
|
|
|
97,445
|
|
|
104,187
|
|
|
—
|
|
|
||||
CSSC Lease Financing
|
18,134
|
|
|
251,831
|
|
|
269,965
|
|
|
—
|
|
|
||||
BCFL Lease Financing (MRs)
|
10,401
|
|
|
98,831
|
|
|
109,232
|
|
|
—
|
|
|
||||
Senior Notes Due 2020
|
—
|
|
|
53,750
|
|
|
53,750
|
|
|
—
|
|
|
||||
Senior Notes Due 2019
|
—
|
|
|
57,500
|
|
|
57,500
|
|
|
—
|
|
|
||||
Convertible Notes
|
—
|
|
|
328,717
|
|
|
328,717
|
|
|
—
|
|
|
||||
|
164,964
|
|
|
2,638,476
|
|
|
2,803,440
|
|
|
21,450
|
|
|
||||
Less: deferred financing fees
|
(1,782
|
)
|
|
(34,465
|
)
|
|
(36,247
|
)
|
|
—
|
|
|
||||
|
$
|
163,182
|
|
|
$
|
2,604,011
|
|
|
$
|
2,767,193
|
|
|
$
|
21,450
|
|
|
(1)
|
Availability can be used to finance the lesser of
60%
of the contract price and
60%
of the fair market value of the vessel that was collateralized under this facility in January 2018,
STI Jardins
. This amount was drawn when this vessel was delivered in January 2018.
|
|
|
|
|
Activity
|
|
|
||||||||||||||||||
In thousands of U.S. dollars
|
|
Outstanding balance as of December 31, 2016
|
|
Drawdowns
|
|
Debt assumed from NPTI
(1)
|
|
Repayments
|
|
Other Activity
(2)
|
|
Outstanding balance as of December 31, 2017
|
||||||||||||
2011 Credit Facility
|
|
$
|
93,041
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(93,041
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
K-Sure Credit Facility
|
|
314,032
|
|
|
—
|
|
|
—
|
|
|
(74,113
|
)
|
|
—
|
|
|
239,919
|
|
||||||
KEXIM Credit Facility
|
|
366,600
|
|
|
—
|
|
|
—
|
|
|
(33,650
|
)
|
|
—
|
|
|
332,950
|
|
||||||
Credit Suisse Credit Facility
|
|
—
|
|
|
58,350
|
|
|
—
|
|
|
(4,862
|
)
|
|
—
|
|
|
53,488
|
|
||||||
ABN AMRO Credit Facility
|
|
126,350
|
|
|
—
|
|
|
—
|
|
|
(13,038
|
)
|
|
—
|
|
|
113,312
|
|
||||||
ING Credit Facility
|
|
124,290
|
|
|
—
|
|
|
—
|
|
|
(14,446
|
)
|
|
—
|
|
|
109,844
|
|
||||||
BNP Paribas Credit Facility
|
|
32,200
|
|
|
40,825
|
|
|
—
|
|
|
(30,475
|
)
|
|
—
|
|
|
42,550
|
|
||||||
Scotiabank Credit Facility
|
|
32,190
|
|
|
—
|
|
|
—
|
|
|
(3,330
|
)
|
|
—
|
|
|
28,860
|
|
||||||
NIBC Credit Facility
|
|
39,817
|
|
|
—
|
|
|
—
|
|
|
(5,105
|
)
|
|
—
|
|
|
34,712
|
|
||||||
2016 Credit Facility
|
|
281,184
|
|
|
—
|
|
|
—
|
|
|
(85,205
|
)
|
|
—
|
|
|
195,979
|
|
||||||
DVB 2016 Credit Facility
|
|
88,375
|
|
|
—
|
|
|
—
|
|
|
(88,375
|
)
|
|
—
|
|
|
—
|
|
||||||
2017 Credit Facility
|
|
—
|
|
|
145,500
|
|
|
—
|
|
|
(3,686
|
)
|
|
—
|
|
|
141,814
|
|
||||||
HSH Credit Facility
|
|
—
|
|
|
31,125
|
|
|
—
|
|
|
(15,709
|
)
|
|
—
|
|
|
15,416
|
|
||||||
DVB 2017 Credit Facility
|
|
—
|
|
|
81,400
|
|
|
—
|
|
|
(2,960
|
)
|
|
—
|
|
|
78,440
|
|
||||||
Credit Agricole Credit Facility
|
|
—
|
|
|
—
|
|
|
113,856
|
|
|
(4,284
|
)
|
|
(5,658
|
)
|
(3)
|
103,914
|
|
||||||
ABN / K-Sure Credit Facility
|
|
—
|
|
|
—
|
|
|
51,568
|
|
|
(1,926
|
)
|
|
266
|
|
|
49,908
|
|
||||||
Citi / K-Sure Credit Facility
|
|
—
|
|
|
—
|
|
|
107,584
|
|
|
(4,208
|
)
|
|
676
|
|
|
104,052
|
|
||||||
Ocean Yield Lease Financing
|
|
—
|
|
|
—
|
|
|
172,406
|
|
|
(3,459
|
)
|
|
69
|
|
|
169,016
|
|
||||||
CMBFL Lease Financing
|
|
—
|
|
|
—
|
|
|
68,304
|
|
|
(2,454
|
)
|
|
65
|
|
|
65,915
|
|
||||||
BCFL Lease Financing (LR2s)
|
|
—
|
|
|
—
|
|
|
106,423
|
|
|
(2,439
|
)
|
|
203
|
|
|
104,187
|
|
||||||
CSSC Lease Financing
|
|
—
|
|
|
—
|
|
|
287,234
|
|
|
(6,071
|
)
|
|
(11,198
|
)
|
(4)
|
269,965
|
|
||||||
BCFL Lease Financing (MRs)
|
|
—
|
|
|
110,942
|
|
|
—
|
|
|
(1,710
|
)
|
|
—
|
|
|
109,232
|
|
||||||
Unsecured Senior Notes Due 2020
|
|
53,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,750
|
|
||||||
Unsecured Senior Notes Due 2017
|
|
51,750
|
|
|
—
|
|
|
—
|
|
|
(51,750
|
)
|
|
—
|
|
|
—
|
|
||||||
Unsecured Senior Notes Due 2019
|
|
—
|
|
|
57,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,500
|
|
||||||
Convertible Notes
|
|
316,507
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,210
|
|
|
328,717
|
|
||||||
|
|
$
|
1,920,086
|
|
|
$
|
525,642
|
|
|
$
|
907,375
|
|
|
$
|
(546,296
|
)
|
|
$
|
(3,367
|
)
|
|
$
|
2,803,440
|
|
In thousands of U.S. dollars
|
Balance assumed from NPTI
(1)
|
Fair value adjustments
(2)
|
Opening balance sheet fair value
|
Scheduled repayments
|
Other repayments
|
|
Accretion / (amortization) of fair value adjustments
(3)
|
Carrying Value at December 31, 2017
|
||||||||||||||
Credit Agricole Credit Facility
|
$
|
118,289
|
|
$
|
(4,433
|
)
|
$
|
113,856
|
|
$
|
(4,284
|
)
|
$
|
(6,142
|
)
|
(4)
|
$
|
484
|
|
$
|
103,914
|
|
ABN AMRO/K-Sure Credit Facility
|
55,307
|
|
(3,739
|
)
|
51,568
|
|
(1,926
|
)
|
—
|
|
|
266
|
|
49,908
|
|
|||||||
Citi/K-Sure Credit Facility
|
116,274
|
|
(8,690
|
)
|
107,584
|
|
(4,208
|
)
|
—
|
|
|
676
|
|
104,052
|
|
|||||||
Ocean Yield Lease Financing
|
174,180
|
|
(1,774
|
)
|
172,406
|
|
(3,459
|
)
|
—
|
|
|
69
|
|
169,016
|
|
|||||||
CMBFL Lease Financing
|
69,333
|
|
(1,029
|
)
|
68,304
|
|
(2,454
|
)
|
—
|
|
|
65
|
|
65,915
|
|
|||||||
BCFL Lease Financing (LR2s)
|
110,559
|
|
(4,136
|
)
|
106,423
|
|
(2,439
|
)
|
—
|
|
|
203
|
|
104,187
|
|
|||||||
CSSC Lease Financing
|
280,819
|
|
6,415
|
|
287,234
|
|
(6,071
|
)
|
(10,913
|
)
|
(5)
|
(285
|
)
|
269,965
|
|
|||||||
|
$
|
924,761
|
|
$
|
(17,386
|
)
|
$
|
907,375
|
|
$
|
(24,841
|
)
|
$
|
(17,055
|
)
|
|
$
|
1,478
|
|
$
|
866,957
|
|
•
|
a first priority mortgage over the relevant collateralized vessels;
|
•
|
a first priority assignment of earnings, insurances and charters from the mortgaged vessels for the specific facility;
|
•
|
a pledge of earnings generated by the mortgaged vessels for the specific facility; and
|
•
|
a pledge of the equity interests of each vessel owning subsidiary under the specific facility.
|
•
|
$42.2 million
repaid in connection with the sale and leaseback of
STI Beryl
,
STI Le Rocher
and
STI Larvotto
;
|
•
|
$26.3 million
repaid as a result of the refinancing of the amounts due for
STI Sapphire
and
STI Emerald
;
|
•
|
$23.7 million
repaid as a result of the refinancing of the amounts due for
STI Duchessa
and
STI Onyx
; and
|
•
|
$0.8 million
in scheduled repayments.
|
•
|
The ratio of net debt to total capitalization no greater than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth of no less than
$1.0 billion
plus (i)
25%
of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii)
50%
of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, equal to or greater than
1.50
to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and
2.50
to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
or
$500,000
per each owned vessel plus
$250,000
per each time chartered-in vessel.
|
•
|
The minimum threshold for the aggregate fair market value of the vessels as a percentage of the then aggregate principal amount of the facility shall at all times be no less than the following:
|
From
|
|
To
|
|
Minimum ratio
|
|
01-Jan-16
|
|
31-Dec-16
|
|
165
|
%
|
01-Jan-17
|
|
31-Dec-17
|
|
160
|
%
|
01-Jan-18
|
|
31-Dec-18
|
|
155
|
%
|
01-Jan-19
|
|
31-Dec-19
|
|
150
|
%
|
01-Jan-20
|
|
Thereafter
|
|
145
|
%
|
•
|
The ratio of net debt to total capitalization no greater than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth of no less than
$1.0 billion
plus (i)
25%
of cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii)
50%
of the net proceeds of any new equity issues occurring on or after January 1, 2016.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, of greater than
1.50
to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and
2.50
to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
or
$500,000
per each owned vessel plus
$250,000
per each time chartered-in vessel.
|
•
|
The minimum threshold for the aggregate fair market value of the vessels as a percentage of the then aggregate principal amount in the facility shall at all times be no less than the following:
|
From
|
|
To
|
|
Minimum ratio
|
|
01-Jan-16
|
|
31-Dec-16
|
|
165
|
%
|
01-Jan-17
|
|
31-Dec-17
|
|
160
|
%
|
01-Jan-18
|
|
31-Dec-18
|
|
155
|
%
|
01-Jan-19
|
|
31-Dec-19
|
|
150
|
%
|
01-Jan-20
|
|
Thereafter
|
|
145
|
%
|
Drawdown amount
|
|
|
|
|
||
(in millions of U.S. dollars)
|
|
Drawdown date
|
|
Collateral
|
||
$
|
29.4
|
|
|
February 2017
|
|
STI Selatar
|
29.0
|
|
|
March 2017
|
|
STI Rambla
|
•
|
The ratio of net debt to total capitalization no greater than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth of no less than
$677.3 million
plus (i)
25%
of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after October 1, 2013 and (ii)
50%
of the net proceeds of new equity issues occurring on or after October 1, 2013.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, equal to or greater than
1.50
to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and
2.50
to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
or
$500,000
per each owned vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than
135%
of the then aggregate outstanding principal amount of the loans under the credit facility.
|
•
|
The ratio of net debt to total capitalization no greater than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth of no less than
$677.3 million
plus (i)
25%
of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after October 1, 2013 and (ii)
50%
of the net proceeds of new equity issues occurring on or after October 1, 2013.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, of greater than
1.50
to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and
2.50
to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
or
$500,000
per each owned vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than
140%
of the then aggregate outstanding principal amount of the loans under the credit facility.
|
•
|
The ratio of net debt to total capitalization not more than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth of not less than
$1.0 billion
plus (i)
25%
of the positive consolidated net income for each fiscal quarter commencing on or after January 1, 2016 and (ii)
50%
of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, equal to or greater than
1.50
to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and
2.50
to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
or
$500,000
per each owned vessel plus
$250,000
per each time chartered-in vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than the following percentage of the then aggregate outstanding principal amount of the loans under the credit facility.
|
From
|
|
To
|
|
Minimum ratio
|
|
29-Feb-16
|
|
31-Mar-19
|
|
155
|
%
|
1-Apr-19
|
|
31-Mar-20
|
|
150
|
%
|
1-Apr-20
|
|
Thereafter
|
|
145
|
%
|
•
|
The ratio of net debt to total capitalization no greater than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth of no less than
$677.3 million
plus (i)
25%
of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after October 1, 2013 and (ii)
50%
of the net proceeds of new equity issues occurring on or after October 1, 2013.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, equal to or greater than
1.50
to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and
2.50
to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
or
$500,000
per each owned vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than
140%
of the then aggregate outstanding principal amount of the loans under the credit facility.
|
•
|
The ratio of net debt to total capitalization no greater than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth of no less than
$1.0 billion
plus (i)
25%
of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii)
50%
of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, of greater than
1.50
to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and
2.50
to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
or
$500,000
per each owned vessel.
|
•
|
The aggregate of the fair market value of the vessel provided as collateral under the facility shall at all times be no less than
125%
of the then aggregate outstanding principal amount of the loan under the credit facility.
|
•
|
The ratio of net debt to total capitalization no greater than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth of no less than
$1.0 billion
plus (i)
25%
of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii)
50%
of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, of greater than
1.50
to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and
2.50
to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
or
$500,000
per each owned vessel plus
$250,000
per each time chartered-in vessel.
|
•
|
The aggregate of the fair market value of the vessels provided as collateral under the facility shall be:
130%
from the first drawdown date and ending on the second anniversary of the first drawdown date;
135%
from the second anniversary of the first drawdown date and expiring on the fourth anniversary of the first drawdown date; and
140%
at all times thereafter.
|
•
|
The ratio of net debt to total capitalization no greater than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth of no less than
$1.0 billion
plus (i)
25%
of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii)
50%
of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, of greater than
1.50
to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and
2.50
to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
or
$500,000
per each owned vessel plus
$250,000
per each time chartered-in vessel.
|
•
|
The aggregate of the fair market value of the vessels provided as collateral under the facility shall at all times be no less than
140%
of the then aggregate outstanding principal amount of the loans under the credit facility.
|
Drawdown amount
|
|
|
|
|
||
(in millions of U.S. dollars)
|
|
Drawdown date
|
|
Collateral
|
||
$
|
20.4
|
|
|
March 2017
|
|
STI Galata
|
20.4
|
|
|
April 2017
|
|
STI Bosphorus
|
|
21.0
|
|
|
June 2017
|
|
STI Leblon
|
|
21.0
|
|
|
July 2017
|
|
STI La Boca
|
|
20.6
|
|
|
September 2017
|
|
STI San Telmo
|
|
20.7
|
|
|
October 2017
|
|
STI Donald C Trauscht
|
|
21.5
|
|
|
December 2017
|
|
STI Esles II
|
•
|
The first commercial tranche of
$15.0 million
has a final maturity of
six
years from the drawdown date of each vessel, bears interest at LIBOR plus a margin of
2.25%
per annum, and has a
15
year repayment profile.
|
•
|
The second commercial tranche of
$25.0 million
has a final maturity of
nine
years from the drawdown date of each vessel (assuming KEXIM or GIEK have not exercised their option to call for prepayment of the KEXIM and GIEK funded and guaranteed tranches by the date falling two months prior to the maturity of the first commercial tranche and in the event that the first commercial tranche has not been extended), bears interest at LIBOR plus a margin of
2.25%
per annum, and has a
15
year repayment profile.
|
•
|
The KEXIM Funded Tranche and GIEK Guaranteed Tranche have a final maturity of
12
years from the drawdown date of each vessel (assuming the commercial tranches are refinanced through that date), bear interest at LIBOR plus a margin of
2.15%
per annum, and have a
12
year repayment profile.
|
•
|
The KEXIM Guaranteed Tranche has a final maturity of
12
years from the drawdown date of each vessel (assuming the commercial tranches are refinanced through that date), bears interest at LIBOR plus a margin of
1.60%
per annum, and has a
12
year repayment profile.
|
•
|
The ratio of net debt to total capitalization no greater than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth of no less than
$1.0 billion
plus (i)
25%
of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii)
50%
of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, of greater than
1.50
to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and
2.50
to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
or
$500,000
per each owned vessel and
$250,000
per each time chartered-in vessel.
|
•
|
Concurrent with the amendment on the ratio of EBITDA to net interest expense financial covenant in August 2017, the security cover ratio under the 2017 Credit Facility was revised such that the aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than the following percentages of the then aggregate outstanding principal amount of the loans under the credit facility:
|
From
|
|
To
|
|
Minimum ratio
|
|
3-Aug-17
|
|
31-Dec-17
|
|
160
|
%
|
1-Jan-18
|
|
31-Dec-18
|
|
155
|
%
|
1-Jan-19
|
|
31-Dec-19
|
|
150
|
%
|
1-Jan-20
|
|
Thereafter
|
|
145
|
%
|
Drawdown amount
|
|
|
|
|
||
(in millions of U.S. dollars)
|
|
Drawdown date
|
|
Collateral
|
||
$
|
16.5
|
|
|
February 2017
|
|
STI Duchessa
|
14.6
|
|
|
February 2017
|
|
STI Onyx
|
•
|
The ratio of net debt to total capitalization no greater than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth of no less than
$1.0 billion
plus (i)
25%
of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii)
50%
of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, of greater than
1.50
to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and
2.50
to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
or
$500,000
per each owned vessel and
$250,000
per each time chartered-in vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than
140%
of the then aggregate outstanding principal amount of the loans under the credit facility.
|
Drawdown amount
|
|
|
|
|
||
(in millions of U.S. dollars)
|
|
Drawdown date
|
|
Collateral
|
||
$
|
28.3
|
|
|
April 2017
|
|
STI Alexis
|
18.9
|
|
|
April 2017
|
|
STI Seneca
|
|
17.9
|
|
|
April 2017
|
|
STI Milwaukee
|
|
16.3
|
|
|
April 2017
|
|
STI Wembley
|
•
|
The ratio of net debt to total capitalization no greater than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth of no less than
$677.3
million plus (i)
25%
of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after October 1, 2013 and (ii)
50%
of the net proceeds of new equity issues occurring on or after October 1, 2013.
|
•
|
The ratio of EBITDA to net interest expense (excluding non-cash items), calculated on a trailing four quarter basis, equal to or greater than
1.50
to 1.00 from the quarter ended June 30, 2017 until December 31, 2018 and
2.50
to 1.00 thereafter.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
and
$500,000
per each owned vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than
140%
of the then aggregate outstanding principal amount of the loans under the credit facility.
|
•
|
The ratio of net debt to total capitalization no greater than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth of no less than
$1.0 billion
plus (i)
25%
of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii)
50%
of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
or
$500,000
per each owned vessel and
$250,000
per each time chartered-in vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than
135%
of the then aggregate outstanding principal amount of the loans under the credit facility.
|
•
|
The ratio of net debt to total capitalization no greater than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth no less than
$1.0 billion
plus (i)
25%
of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii)
50%
of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
or
$500,000
per each owned vessel and
$250,000
per each time chartered-in vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than
135%
of the then aggregate outstanding principal amount of the loans (less any amounts held in a debt service reserve account as described below) under the credit facility.
|
•
|
The ratio of net debt to total capitalization no greater than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth no less than
$1.0 billion
plus (i)
25%
of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii)
50%
of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
or
$500,000
per each owned vessel and
$250,000
per each time chartered-in vessel.
|
•
|
The aggregate of the FMV of the vessels provided as collateral under the facility shall at all times be no less than
135%
of the then aggregate outstanding principal amount of the loans (less any amounts held in a debt service reserve account as described below) under the credit facility.
|
•
|
The ratio of net debt to total capitalization no greater than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth no less than
$1.0 billion
plus (i)
25%
of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii)
50%
of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
or
$500,000
per each owned vessel and
$250,000
per each time chartered-in vessel.
|
•
|
The fair market value of each vessel leased under the facility shall at all times be no less than
115%
of the outstanding balance for such vessel.
|
•
|
The ratio of net debt to total capitalization no greater than
0.60
to 1.00.
|
•
|
Consolidated tangible net worth no less than
$1.0 billion
plus (i)
25%
of the cumulative positive net income (on a consolidated basis) for each fiscal quarter commencing on or after January 1, 2016 and (ii)
50%
of the net proceeds of new equity issues occurring on or after January 1, 2016.
|
•
|
Minimum liquidity of not less than the greater of
$25.0 million
or
$500,000
per each owned vessel and
$250,000
per each time chartered-in vessel.
|
•
|
Net borrowings shall not equal or exceed
70%
of total assets.
|
•
|
Net worth shall always exceed
$650.0 million
.
|
•
|
during any calendar quarter commencing after the calendar quarter ending on September 30, 2014 (and only during such calendar quarter), if the last reported sale price of the common stock for at least
15
trading days (whether or not consecutive) during a period of
25
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to
130%
of the conversion price on each applicable trading day;
|
•
|
during the
five
-business day period after any
five
consecutive trading day period, or the Measurement Period, in which the trading price (as defined in the indenture) per $1,000 principal amount of Convertible Notes for each trading day of the Measurement Period was less than
98%
of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;
|
•
|
if the Company calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or
|
•
|
upon the occurrence of specified corporate events as defined in the indenture (e.g. consolidations, mergers, a binding share exchange or the transfer or lease of all or substantially all of our assets).
|
•
|
Net borrowings shall not equal or exceed
70%
of total assets.
|
•
|
Net worth shall always exceed
$650.0 million
.
|
14.
|
Derivative financial instruments
|
|
Fair value adjustments
|
||||||||||
|
Statement of income
|
|
|
||||||||
Amounts in thousands of U.S. dollars
|
Realized (loss) / gain
|
|
Unrealized gain / (loss)
|
|
Recognized in equity
|
||||||
|
|
|
|
|
|
||||||
Profit and loss agreement
|
$
|
(116
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Total year ended December 31, 2017
|
$
|
(116
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Profit and loss agreement
|
$
|
—
|
|
|
$
|
1,371
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Total year ended December 31, 2016
|
$
|
—
|
|
|
$
|
1,371
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Profit and loss agreement
|
$
|
—
|
|
|
$
|
(1,255
|
)
|
|
$
|
—
|
|
Interest rate swaps
|
55
|
|
|
—
|
|
|
77
|
|
|||
|
|
|
|
|
|
||||||
Total year ended December 31, 2015
|
$
|
55
|
|
|
$
|
(1,255
|
)
|
|
$
|
77
|
|
15.
|
Segment reporting
|
In thousands of U.S. dollars
|
|
LR1/Panamax
|
|
Handymax
|
|
LR2
|
|
MR
|
|
Reportable segments subtotal
|
|
Corporate and eliminations
|
|
Total
|
||||||||||||||
Vessel revenue
|
|
$
|
22,573
|
|
|
$
|
95,098
|
|
|
$
|
157,123
|
|
|
$
|
237,938
|
|
|
$
|
512,732
|
|
|
$
|
—
|
|
|
$
|
512,732
|
|
Vessel operating costs
|
|
(12,561
|
)
|
|
(50,145
|
)
|
|
(67,254
|
)
|
|
(101,267
|
)
|
|
(231,227
|
)
|
|
—
|
|
|
(231,227
|
)
|
|||||||
Voyage expenses
|
|
(1,018
|
)
|
|
(3,087
|
)
|
|
(2,642
|
)
|
|
(986
|
)
|
|
(7,733
|
)
|
|
—
|
|
|
(7,733
|
)
|
|||||||
Charterhire
|
|
(2,230
|
)
|
|
(24,560
|
)
|
|
(6,258
|
)
|
|
(42,702
|
)
|
|
(75,750
|
)
|
|
—
|
|
|
(75,750
|
)
|
|||||||
Depreciation
|
|
(7,828
|
)
|
|
(18,159
|
)
|
|
(54,922
|
)
|
|
(60,509
|
)
|
|
(141,418
|
)
|
|
—
|
|
|
(141,418
|
)
|
|||||||
General and administrative expenses
|
|
(479
|
)
|
|
(2,170
|
)
|
|
(2,805
|
)
|
|
(4,569
|
)
|
|
(10,023
|
)
|
|
(37,488
|
)
|
|
(47,511
|
)
|
|||||||
Loss on sales of vessels
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,345
|
)
|
|
(23,345
|
)
|
|
—
|
|
|
(23,345
|
)
|
|||||||
Merger transaction related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,114
|
)
|
|
(36,114
|
)
|
|||||||
Bargain purchase gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,417
|
|
|
5,417
|
|
|||||||
Financial expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(116,240
|
)
|
|
(116,240
|
)
|
|||||||
Realized loss on derivative financial instruments
|
|
—
|
|
|
—
|
|
|
(116
|
)
|
|
—
|
|
|
(116
|
)
|
|
—
|
|
|
(116
|
)
|
|||||||
Financial income
|
|
26
|
|
|
214
|
|
|
15
|
|
|
338
|
|
|
593
|
|
|
945
|
|
|
1,538
|
|
|||||||
Other expenses, net
|
|
—
|
|
|
1,876
|
|
|
—
|
|
|
—
|
|
|
1,876
|
|
|
(349
|
)
|
|
1,527
|
|
|||||||
Segment income or loss
|
|
$
|
(1,517
|
)
|
|
$
|
(933
|
)
|
|
$
|
23,141
|
|
|
$
|
4,898
|
|
|
$
|
25,589
|
|
|
$
|
(183,829
|
)
|
|
$
|
(158,240
|
)
|
In thousands of U.S. dollars
|
|
LR1/Panamax
|
|
Handymax
|
|
LR2
|
|
MR
|
|
Reportable segments subtotal
|
|
Corporate and eliminations
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Vessel revenue
|
|
$
|
5,843
|
|
|
$
|
85,578
|
|
|
$
|
165,256
|
|
|
$
|
265,020
|
|
|
$
|
521,697
|
|
|
$
|
1,050
|
|
|
$
|
522,747
|
|
Vessel operating costs
|
|
(33
|
)
|
|
(32,817
|
)
|
|
(50,028
|
)
|
|
(104,242
|
)
|
|
(187,120
|
)
|
|
—
|
|
|
(187,120
|
)
|
|||||||
Voyage expenses
|
|
(19
|
)
|
|
(479
|
)
|
|
(375
|
)
|
|
(705
|
)
|
|
(1,578
|
)
|
|
—
|
|
|
(1,578
|
)
|
|||||||
Charterhire
|
|
(5,657
|
)
|
|
(26,292
|
)
|
|
(16,025
|
)
|
|
(30,888
|
)
|
|
(78,862
|
)
|
|
—
|
|
|
(78,862
|
)
|
|||||||
Depreciation
|
|
—
|
|
|
(18,014
|
)
|
|
(41,900
|
)
|
|
(61,547
|
)
|
|
(121,461
|
)
|
|
—
|
|
|
(121,461
|
)
|
|||||||
General and administrative expenses
|
|
(7
|
)
|
|
(1,410
|
)
|
|
(1,983
|
)
|
|
(4,485
|
)
|
|
(7,885
|
)
|
|
(47,014
|
)
|
|
(54,899
|
)
|
|||||||
Loss on sales of vessels
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,078
|
)
|
|
(2,078
|
)
|
|
—
|
|
|
(2,078
|
)
|
|||||||
Financial expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104,048
|
)
|
|
(104,048
|
)
|
|||||||
Unrealized gain on derivative financial instruments
|
|
—
|
|
|
—
|
|
|
1,371
|
|
|
—
|
|
|
1,371
|
|
|
—
|
|
|
1,371
|
|
|||||||
Financial income
|
|
—
|
|
|
6
|
|
|
37
|
|
|
47
|
|
|
90
|
|
|
1,123
|
|
|
1,213
|
|
|||||||
Other expenses, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|
(179
|
)
|
|
(188
|
)
|
|||||||
Segment income or loss
|
|
$
|
127
|
|
|
$
|
6,572
|
|
|
$
|
56,353
|
|
|
$
|
61,113
|
|
|
$
|
124,165
|
|
|
$
|
(149,068
|
)
|
|
$
|
(24,903
|
)
|
In thousands of U.S. dollars
|
LR1/Panamax
|
|
Handymax
|
|
LR2
|
|
MR
|
|
Reportable segments subtotal
|
|
Corporate and eliminations
|
|
Total
|
||||||||||||||
Vessel revenue
|
$
|
36,679
|
|
|
$
|
142,429
|
|
|
$
|
208,250
|
|
|
$
|
368,203
|
|
|
$
|
755,561
|
|
|
$
|
150
|
|
|
$
|
755,711
|
|
Vessel operating costs
|
(2,144
|
)
|
|
(35,254
|
)
|
|
(36,682
|
)
|
|
(100,476
|
)
|
|
(174,556
|
)
|
|
—
|
|
|
(174,556
|
)
|
|||||||
Voyage expenses
|
(1,186
|
)
|
|
(536
|
)
|
|
(194
|
)
|
|
(2,516
|
)
|
|
(4,432
|
)
|
|
—
|
|
|
(4,432
|
)
|
|||||||
Charterhire
|
(21,616
|
)
|
|
(26,755
|
)
|
|
(27,816
|
)
|
|
(20,678
|
)
|
|
(96,865
|
)
|
|
—
|
|
|
(96,865
|
)
|
|||||||
Depreciation
|
—
|
|
|
(18,372
|
)
|
|
(29,125
|
)
|
|
(59,859
|
)
|
|
(107,356
|
)
|
|
—
|
|
|
(107,356
|
)
|
|||||||
General and administrative expenses
|
(96
|
)
|
|
(1,390
|
)
|
|
(1,456
|
)
|
|
(4,329
|
)
|
|
(7,271
|
)
|
|
(58,560
|
)
|
|
(65,831
|
)
|
|||||||
Gain / (loss) from sales of vessels
|
2,019
|
|
|
(2,054
|
)
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
|||||||
Write-off of vessel purchase options
|
—
|
|
|
—
|
|
|
—
|
|
|
(731
|
)
|
|
(731
|
)
|
|
—
|
|
|
(731
|
)
|
|||||||
Gain on sale of Dorian shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,179
|
|
|
1,179
|
|
|||||||
Financial expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(89,596
|
)
|
|
(89,596
|
)
|
|||||||
Realized gain on derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
55
|
|
|||||||
Unrealized loss on derivative financial instruments
|
—
|
|
|
—
|
|
|
(1,255
|
)
|
|
—
|
|
|
(1,255
|
)
|
|
—
|
|
|
(1,255
|
)
|
|||||||
Financial income
|
—
|
|
|
7
|
|
|
12
|
|
|
27
|
|
|
46
|
|
|
99
|
|
|
145
|
|
|||||||
Other expenses, net
|
1,397
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
1,377
|
|
|
(61
|
)
|
|
1,316
|
|
|||||||
Segment income or loss
|
$
|
15,053
|
|
|
$
|
58,075
|
|
|
$
|
111,734
|
|
|
$
|
179,621
|
|
|
$
|
364,483
|
|
|
$
|
(146,734
|
)
|
|
$
|
217,749
|
|
In thousands of U.S. dollars
|
|
|
|
For the year ended December 31,
|
||||||||||
Segment
|
|
Customer
|
|
2017
|
|
2016
|
|
2015
|
||||||
MR
|
|
Scorpio MR Pool Limited
(1)
|
|
$
|
217,141
|
|
|
$
|
248,974
|
|
|
$
|
315,925
|
|
LR2
|
|
Scorpio LR2 Pool Limited
(1)
|
|
136,514
|
|
|
156,503
|
|
|
208,132
|
|
|||
Handymax
|
|
Scorpio Handymax Tanker Pool Limited
(1)
|
|
78,510
|
|
|
73,683
|
|
|
138,736
|
|
|||
Panamax
|
|
Scorpio Panamax Tanker Pool Limited
(1)
|
|
1,515
|
|
|
5,843
|
|
|
34,613
|
|
|||
|
|
|
|
$
|
433,680
|
|
|
$
|
485,003
|
|
|
$
|
697,406
|
|
(1)
|
These customers are related parties as described in Note 17.
|
16.
|
Common shares
|
•
|
In October 2013, we reserved an additional
6,376,044
common shares, par value
$0.01
per share, for issuance pursuant to the 2013 Equity Incentive Plan. All other terms of the 2013 Equity Incentive Plan remained unchanged.
|
•
|
In September 2014, we reserved an additional
1,088,131
common shares, par value
$0.01
per share, for issuance pursuant to the 2013 Equity Incentive Plan. All other terms of the 2013 Equity Incentive Plan remained unchanged.
|
•
|
In May 2015, we reserved an additional
1,755,443
common shares, par value
$0.01
per share, for issuance pursuant to the 2013 Equity Incentive Plan. All other terms of the 2013 Equity Incentive Plan remained unchanged.
|
•
|
In June 2016, we reserved an additional
2,301,115
common shares, par value
$0.01
per share, for issuance pursuant to the 2013 Equity Incentive Plan. All other terms of the 2013 Equity Incentive Plan remained unchanged.
|
•
|
In December 2016, we reserved an additional
1,348,992
common shares, par value
$0.01
per share, for issuance pursuant to the 2013 Equity Incentive Plan. All other terms of the 2013 Equity Incentive Plan remained unchanged.
|
•
|
In October 2017, we reserved an additional
9,501,807
common shares, par value
$0.01
per share, for issuance pursuant to the 2013 Equity Incentive Plan. All other terms of the 2013 Equity Incentive Plan remained unchanged.
|
Number of restricted shares
|
Vesting date
|
|
360,439
|
|
September 5, 2019
|
670,262
|
|
March 2, 2020
|
1,258,576
|
|
June 1, 2020
|
1,395,762
|
|
September 4, 2020
|
670,262
|
|
March 1, 2021
|
1,258,576
|
|
June 1, 2021
|
1,395,762
|
|
September 3, 2021
|
670,259
|
|
March 1, 2022
|
1,258,578
|
|
June 1, 2022
|
1,035,323
|
|
September 2, 2022
|
9,973,799
|
|
|
|
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding and non-vested, December 31, 2015
|
|
13,611,270
|
|
|
$
|
9.32
|
|
|
|
Granted
|
|
2,301,115
|
|
|
4.74
|
|
|
|
Vested
|
|
(3,248,800
|
)
|
|
9.19
|
|
|
|
Forfeited
|
|
(50,000
|
)
|
|
7.80
|
|
|
Outstanding and non-vested, December 31, 2016
|
|
12,613,585
|
|
|
8.52
|
|
||
|
Granted
|
|
10,922,799
|
|
|
3.09
|
|
|
|
Vested
|
|
(4,236,973
|
)
|
|
8.99
|
|
|
|
Forfeited
|
|
(45,000
|
)
|
|
7.59
|
|
|
Outstanding and non-vested, December 31, 2017
|
|
19,254,411
|
|
|
$
|
5.34
|
|
In thousands of U.S. dollars
|
|
Employees
|
|
Directors
|
|
Total
|
||||||
For the year ending December 31, 2018
|
|
$
|
20,919
|
|
|
$
|
1,137
|
|
|
$
|
22,056
|
|
For the year ending December 31, 2019
|
|
14,146
|
|
|
465
|
|
|
14,611
|
|
|||
For the year ending December 31, 2020
|
|
8,584
|
|
|
153
|
|
|
8,737
|
|
|||
For the year ending December 31, 2021
|
|
3,779
|
|
|
—
|
|
|
3,779
|
|
|||
For the year ending December 31, 2022
|
|
927
|
|
|
—
|
|
|
927
|
|
|||
|
|
$
|
48,355
|
|
|
$
|
1,755
|
|
|
$
|
50,110
|
|
Dividends
|
|
Date
|
per share
|
|
Paid
|
$0.120
|
|
March 30, 2015
|
$0.125
|
|
June 10, 2015
|
$0.125
|
|
September 4, 2015
|
$0.125
|
|
December 11, 2015
|
$0.125
|
|
March 30, 2016
|
$0.125
|
|
June 24, 2016
|
$0.125
|
|
September 29, 2016
|
$0.125
|
|
December 22, 2016
|
$0.010
|
|
March 30, 2017
|
$0.010
|
|
June 14, 2017
|
$0.010
|
|
September 29, 2017
|
$0.010
|
|
December 28, 2017
|
•
|
an aggregate of
2,956,760
of our common shares that are being held as treasury shares at an average price of
$5.58
per share.
|
•
|
$10.0 million
aggregate principal amount of our Convertible Notes at an average price of
$839.28
per
$1,000
principal amount.
|
17.
|
Related party transactions
|
|
For the year ended December 31,
|
||||||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
|
2015
|
||||||
Pool revenue
(1)
|
|
|
|
|
|
|
|
|
|||
Scorpio MR Pool Limited
|
$
|
217,141
|
|
|
$
|
248,974
|
|
|
$
|
315,925
|
|
Scorpio LR2 Pool Limited
|
136,514
|
|
|
156,503
|
|
|
208,132
|
|
|||
Scorpio Handymax Tanker Pool Limited
|
78,510
|
|
|
73,683
|
|
|
138,736
|
|
|||
Scorpio LR1 Tanker Pool Limited
|
13,895
|
|
|
—
|
|
|
—
|
|
|||
Scorpio Panamax Tanker Pool Limited
|
1,515
|
|
|
5,843
|
|
|
34,613
|
|
|||
Scorpio Aframax Tanker Pool Limited
|
1,170
|
|
|
—
|
|
|
—
|
|
|||
Voyage expenses
(2)
|
(1,786
|
)
|
|
(1,128
|
)
|
|
(2,127
|
)
|
|||
Vessel operating costs
(3)
|
(22,909
|
)
|
|
(19,484
|
)
|
|
(18,393
|
)
|
|||
Administrative expenses
(4)
|
(10,744
|
)
|
|
(9,462
|
)
|
|
(7,950
|
)
|
(1)
|
These transactions relate to revenue earned in the Scorpio Group Pools. The Scorpio Group Pools are related party affiliates. When our vessels are in the Scorpio Group Pools, SCM, the pool manager, charges fees of
$300
per vessel per day with respect to our LR1/Panamax and Aframax vessels,
$250
per vessel per day with respect to our LR2 vessels, and
$325
per vessel per day with respect to each of our Handymax and MR vessels, plus a commission of
1.50%
on gross revenue per charter fixture. These are the same fees that SCM charges other vessels in these pools, including third party owned vessels.
|
(2)
|
These transactions represent the expense due to SCM, a related party affiliate, for commissions related to the commercial management services provided by SCM under the commercial management agreement for vessels that are not in one of the Scorpio Group Pools. SCM’s services include securing employment, in the spot market and on time charters, for our vessels. When not in one of the Scorpio Group Pools, each vessel pays (i) flat fees of
$250
per day for LR1/Panamax and LR2/Aframax vessels and
$300
per day for Handymax and MR vessels and (ii) commissions of
1.25%
of their gross revenue. These expenses are included in voyage expenses in the consolidated statements of income or loss.
|
(3)
|
These transactions represent technical management fees charged by SSM, a related party affiliate, which are included in vessel operating costs in the consolidated statements of income or loss. SSM’s services include day-to-day vessel operation, performing general maintenance, monitoring regulatory and classification society compliance, customer vetting procedures, supervising the maintenance and general efficiency of vessels, arranging the hiring of qualified officers and crew, arranging and supervising drydocking and repairs, purchasing supplies, spare parts and new equipment for vessels, appointing supervisors and technical consultants and providing technical support. We believe our technical management fees are at arms-length rates as they are based on contracted rates that were the same as those charged to other vessels managed by SSM at the time the management agreements were entered into. This fee was
$685
per vessel per day during the years ended December 31, 2017, 2016 and 2015.
|
(4)
|
We have an Amended Administrative Services Agreement with SSH, for the provision of administrative staff and office space, and administrative services, including accounting, legal compliance, financial and information technology services. SSH is a related party affiliate. We reimburse SSH for the reasonable direct or indirect expenses that are incurred on our behalf. SSH also arranges vessel sales and purchases for us. The services provided to us by SSH may be sub-contracted to other entities within the Scorpio Group. The expenses incurred under this agreement were as follows, and were recorded in general and administrative expenses in the consolidated statement of income or loss.
|
•
|
The expense for the year ended December 31, 2017 of
$10.7 million
included (i) administrative fees of
$9.0 million
charged by SSH, (ii) restricted stock amortization of
$1.2 million
, which relates to the issuance of an aggregate of
1,144,000
shares of restricted stock to SSH employees for no cash consideration in May 2014, September 2014, July 2015, July 2016 and December 2017, and (iii) the reimbursement of expenses of
$0.5 million
.
|
•
|
The expense for the year ended December 31, 2016 of
$9.5 million
included (i) administrative fees of
$7.3 million
charged by SSH, (ii) restricted stock amortization of
$1.6 million
, which relates to the issuance of an aggregate of
795,000
shares of restricted stock to SSH employees for no cash consideration in May 2014, September 2014 and July 2015 and July 2016, and (iii) the reimbursement expenses of
$0.6 million
.
|
•
|
The expense for the year ended December 31, 2015 of
$7.9 million
included (i) administrative fees of
$6.8 million
charged by SSH, (ii) restricted stock amortization of
$0.9 million
, which relates to the issuance of an aggregate of
508,500
shares of restricted stock to SSH employees for no cash consideration in May and September 2014 and July 2015 and (iii) the reimbursement of expenses of
$0.2 million
.
|
|
As of December 31,
|
||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
||||
Assets:
|
|
|
|
|
|
||
Accounts receivable (due from the Scorpio Group Pools)
(1)
|
$
|
44,880
|
|
|
$
|
40,680
|
|
Accounts receivable and prepaid expenses (SSM)
(2)
|
6,391
|
|
|
4,233
|
|
||
Other assets (pool working capital contributions)
(3)
|
41,401
|
|
|
19,217
|
|
||
Liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued expenses (SSM)
|
766
|
|
|
653
|
|
||
Accounts payable and accrued expenses (owed to the Scorpio Group Pools)
|
462
|
|
|
15
|
|
||
Accounts payable and accrued expenses (SCM)
|
191
|
|
|
53
|
|
||
Accounts payable and accrued expenses (SSH)
|
190
|
|
|
90
|
|
(1)
|
Accounts receivable due from the Scorpio Group Pools relate to hire receivables for revenues earned and receivables from working capital contributions. The amounts as of December 31, 2017 and 2016 include
$25.7 million
and
$24.1 million
, respectively, of working capital contributions made on behalf of our vessels to the Scorpio Group Pools. Upon entrance into such pools, all vessels are required to make working capital contributions of both cash and bunkers. Additional working capital contributions can be made from time to time based on the operating needs of the pools. These amounts are accounted for and repaid as follows:
|
•
|
For vessels in the Scorpio Handymax Tanker Pool, the initial contribution amount is repaid, without interest, upon a vessel’s exit from the pool no later than
six months
after the exit date. Bunkers on board a vessel exiting the pool are credited against such repayment at the actual invoice price of the bunkers. For all owned or finance leased vessels we assume that these contributions will not be repaid within 12 months and are thus classified as non-current within other assets on the consolidated balance sheets. For time or bareboat chartered-in vessels we classify the initial contributions as current (within accounts receivable) or non-current (within other assets) according to the expiration of the contract. Any additional working capital contributions are repaid when sufficient net revenues become available to cover such amounts.
|
•
|
For vessels in the Scorpio MR Pool and Scorpio Panamax Tanker Pool, any contributions are repaid, without interest, when such vessel has earned sufficient net revenues to cover the value of such working capital contributed. Accordingly, we classify such amounts as current (within accounts receivable).
|
•
|
For vessels in the Scorpio LR2 Pool, Scorpio Aframax Pool and Scorpio LR1 Pool, the initial contribution amount is repaid, without interest, upon a vessel’s exit from each pool. Bunkers on board a vessel exiting the pool are credited against such repayment at the actual invoice price of the bunkers. For all owned or finance leased vessels we assume that these contributions will not be repaid within 12 months and are thus classified as non-current within other assets on the consolidated balance sheets. For time or bareboat chartered-in vessels we classify the initial contributions as current (within accounts receivable) or non-current (within other assets) according to the expiration of the contract. Any additional working capital contributions are repaid when sufficient net revenues become available to cover such amounts.
|
(2)
|
Accounts receivable and prepaid expenses from SSM relate to advances made for vessel operating expenses (such as crew wages) that will either be reimbursed or applied against future costs.
|
•
|
During the year ended December 31, 2017, we paid SSH an aggregate fee of
$2.2 million
in connection with the purchase and delivery of
STI Galata, STI Bosphorus, STI Leblon, STI La Boca, STI San Telmo
and
STI Donald C. Trauscht
. The agreements to acquire the aforementioned vessels were entered into prior to the September 29, 2016 amendments to the Master Agreement and Administrative Service Agreement. Additionally, we paid SCM an aggregate termination fee of
$0.2 million
that was due under the commercial management agreements and we paid SSM an aggregate termination fee of
$0.2 million
that was due under technical management agreements as a result of the sales of
STI Emerald
and
STI Sapphire
which have been recorded within net loss on sales of vessels within the consolidated statement of income or loss.
|
•
|
During the year ended December 31, 2016, we paid SSH an aggregate fee of
$1.7 million
in connection with the sales of
STI Lexington, STI Mythos, STI Chelsea
,
STI Powai
, and
STI Olivia
and a fee of
$0.6 million
for the purchase and delivery of S
TI Lombard
. Additionally, we paid SCM an aggregate termination fee of
$2.7 million
that was due under the commercial management agreements and we paid SSM an aggregate termination fee of
$2.5 million
that was due under the technical management agreements as a result of the aforementioned vessel sales. The agreements to sell and acquire the aforementioned vessels were entered into prior to the September 29, 2016 amendments to the Master Agreement and Administrative Service Agreement. The aggregate fees paid to SCM, SSH and SSM as they relate to the aforementioned vessel sales, are recorded within net loss on sales of vessels within the consolidated statement of income or loss.
|
•
|
During the year ended December 31, 2015, we paid SSH an aggregate fee of
$12.6 million
in connection with the purchase and delivery of
29
vessels
and the sales of
four
vessels. Additionally, as a result of the sale of
STI Highlander
in 2015, we paid a
$0.5 million
termination fee due under the vessel's commercial management agreement with SCM and a
$0.5 million
termination fee due under the vessel's technical management agreement with SSM. The aggregate fees paid to SCM, SSH and SSM as they relate to the aforementioned vessel sales are recorded within net loss on sales of vessels within the consolidated statement of income or loss.
|
|
For the year ended December 31,
|
||||||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
|
2015
|
||||||
Short-term employee benefits (salaries)
|
$
|
6,614
|
|
|
$
|
8,786
|
|
|
$
|
15,601
|
|
Share-based compensation
(1)
|
19,113
|
|
|
25,575
|
|
|
26,911
|
|
|||
Total
|
$
|
25,727
|
|
|
$
|
34,361
|
|
|
$
|
42,512
|
|
(1)
|
Represents the amortization of restricted stock issued under our equity incentive plans as described in Note 16.
|
18.
|
Vessel revenue
|
|
For the year ended December 31,
|
||||||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
|
2015
|
||||||
Pool revenue
|
$
|
458,730
|
|
|
$
|
485,003
|
|
|
$
|
697,406
|
|
Time charter revenue
|
37,411
|
|
|
36,694
|
|
|
19,714
|
|
|||
Voyage revenue (spot market)
|
16,591
|
|
|
—
|
|
|
38,441
|
|
|||
Other revenue
|
—
|
|
|
1,050
|
|
|
150
|
|
|||
|
$
|
512,732
|
|
|
$
|
522,747
|
|
|
$
|
755,711
|
|
19.
|
Operating Leases
|
|
Name
|
|
Year built
|
|
Vessel class
|
|
Charter type
|
|
Delivery
(1)
|
|
Charter Expiration
|
|
Rate ($/ day)
|
|
||
|
Active as of December 31, 2017
|
|
||||||||||||||
1
|
|
Kraslava
|
|
2007
|
|
Handymax
|
|
Time Charter
|
|
January-11
|
|
May-18
|
|
11,250
|
|
(2)
|
2
|
|
Krisjanis Valdemars
|
|
2007
|
|
Handymax
|
|
Time Charter
|
|
February-11
|
|
March-18
|
|
11,250
|
|
(3)
|
3
|
|
Silent
|
|
2007
|
|
Handymax
|
|
Bareboat
|
|
January-17
|
|
March-19
|
|
7,500
|
|
(4)
|
4
|
|
Single
|
|
2007
|
|
Handymax
|
|
Bareboat
|
|
January-17
|
|
March-19
|
|
7,500
|
|
(4)
|
5
|
|
Star I
|
|
2007
|
|
Handymax
|
|
Bareboat
|
|
January-17
|
|
March-19
|
|
7,500
|
|
(4)
|
6
|
|
Steel
|
|
2008
|
|
Handymax
|
|
Bareboat
|
|
January-17
|
|
March-19
|
|
6,000
|
|
(5)
|
7
|
|
Sky
|
|
2008
|
|
Handymax
|
|
Bareboat
|
|
January-17
|
|
March-19
|
|
6,000
|
|
(5)
|
8
|
|
Stone I
|
|
2008
|
|
Handymax
|
|
Bareboat
|
|
January-17
|
|
March-19
|
|
6,000
|
|
(5)
|
9
|
|
Style
|
|
2008
|
|
Handymax
|
|
Bareboat
|
|
January-17
|
|
March-19
|
|
6,000
|
|
(5)
|
10
|
|
STI Beryl
|
|
2013
|
|
MR
|
|
Bareboat
|
|
April-17
|
|
April-25
|
|
8,800
|
|
(6)
|
11
|
|
STI Le Rocher
|
|
2013
|
|
MR
|
|
Bareboat
|
|
April-17
|
|
April-25
|
|
8,800
|
|
(6)
|
12
|
|
STI Larvotto
|
|
2013
|
|
MR
|
|
Bareboat
|
|
April-17
|
|
April-25
|
|
8,800
|
|
(6)
|
13
|
|
Vukovar
|
|
2015
|
|
MR
|
|
Time Charter
|
|
May-15
|
|
May-18
|
|
17,034
|
|
|
14
|
|
Zefyros
|
|
2013
|
|
MR
|
|
Time Charter
|
|
July-16
|
|
June-18
|
|
13,250
|
|
(7)
|
15
|
|
Gan-Trust
|
|
2013
|
|
MR
|
|
Time Charter
|
|
January-13
|
|
January-19
|
|
13,050
|
|
(8)
|
16
|
|
CPO New Zealand
|
|
2011
|
|
MR
|
|
Time Charter
|
|
September-16
|
|
September-18
|
|
15,250
|
|
(9)
|
17
|
|
CPO Australia
|
|
2011
|
|
MR
|
|
Time Charter
|
|
September-16
|
|
September-18
|
|
15,250
|
|
(9)
|
18
|
|
Ance
|
|
2006
|
|
MR
|
|
Time Charter
|
|
October-16
|
|
October-18
|
|
13,500
|
|
(10)
|
19
|
|
Densa Crocodile
|
|
2015
|
|
LR2
|
|
Time Charter
|
|
June-17
|
|
July-18
|
|
14,750
|
|
(11)
|
|
Time or bareboat charters that expired in 2017
|
|
||||||||||||||
1
|
|
Densa Crocodile
|
|
2015
|
|
LR2
|
|
Time Charter
|
|
February-15
|
|
January-17
|
|
22,600
|
|
|
2
|
|
Miss Mariarosaria
|
|
2011
|
|
MR
|
|
Time Charter
|
|
May-15
|
|
May-17
|
|
16,350
|
|
|
3
|
|
Targale
|
|
2007
|
|
MR
|
|
Time Charter
|
|
May-12
|
|
May-17
|
|
16,200
|
|
|
4
|
|
Hellespont Progress
|
|
2006
|
|
LR1
|
|
Time Charter
|
|
March-14
|
|
May-17
|
|
17,250
|
|
|
5
|
|
Densa Alligator
|
|
2013
|
|
LR2
|
|
Time Charter
|
|
September-13
|
|
September-17
|
|
14,360
|
|
|
(1)
|
Represents delivery date or estimated delivery date.
|
(2)
|
In February 2017, we entered into a new time charter-in agreement for one year at $11,250 per day effective May 2017. We have an option to extend the charter for an additional year at $13,250 per day.
|
(3)
|
In February 2017, we entered into a new time charter-in agreement for one year at $11,250 per day effective March 2017. We have an option to extend the charter for an additional year at $13,250 per day.
|
(4)
|
In December 2016, we entered into an agreement to cancel the time charter agreement for this vessel and enter into a new bareboat charter agreement. The time charter-in contract was cancelled in January 2017 and replaced by the new bareboat contract at a rate of $7,500 per day. The agreement includes a purchase option which can be exercised through December 31, 2018. If the purchase option is not exercised, the bareboat-in agreement will expire on March 31, 2019.
|
(5)
|
In December 2016, we entered into an agreement to bareboat-in this vessel at a rate of $6,000 per day. The agreement includes a purchase option which can be exercised through December 31, 2018. If the purchase option is not exercised, the bareboat-in agreement will expire on March 31, 2019.
|
(6)
|
In April 2017, we sold and leased back this vessel, on a bareboat basis, for a period of up to eight years for $8,800 per day. The sales price was $29.0 million and we have the option to purchase this vessel beginning at the end of the fifth year of the agreement through the end of the eighth year of the agreement, at market based prices. Additionally, a deposit of $4.35 million was retained by the buyer and will either be applied to the purchase price of the vessel if a purchase option is exercised, or refunded to us at the expiration of the agreement.
|
(7)
|
In November 2017, we declared the option to extend the time charter-in agreement for an additional six months at $13,250 per day effective December 2017. We have an option to extend the charter for an additional year at $14,500 per day.
|
(8)
|
In November 2017, we extended the time charter-in agreement for one year at $13,950 per day effective January 2018. We have an option to extend the charter for an additional year at $15,750 per day.
|
(9)
|
We have an option to extend the charter for an additional year at $16,000 per day.
|
(10)
|
In August 2017, we entered into a new time charter-in agreement for one year at $13,500 per day. We have an option to extend the charter for an additional year at $15,000 per day.
|
(11)
|
In November 2017, we declared the option to extend this time charter for an additional six months at $15,750 per day effective January 2018.
|
|
As of December 31,
|
||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
||||
Less than 1 year
|
$
|
52,532
|
|
|
$
|
57,018
|
|
1 - 5 years
|
42,839
|
|
|
30,933
|
|
||
5+ years
|
22,264
|
|
|
—
|
|
||
Total
|
$
|
117,635
|
|
|
$
|
87,951
|
|
|
Name
|
|
Year built
|
|
Type
|
|
Delivery Date to the Charterer
|
|
Charter Expiration
|
|
Rate ($/ day)
|
|
|||
1
|
|
STI Pimlico
|
|
2014
|
|
Handymax
|
|
February-16
|
|
February-19
|
(1)
|
$
|
18,000
|
|
|
2
|
|
STI Poplar
|
|
2014
|
|
Handymax
|
|
January-16
|
|
January-19
|
(1)
|
$
|
18,000
|
|
|
3
|
|
STI Notting Hill
|
|
2015
|
|
MR
|
|
November-15
|
|
November-18
|
(2)
|
$
|
20,500
|
|
|
4
|
|
STI Westminster
|
|
2015
|
|
MR
|
|
December-15
|
|
December-18
|
(2)
|
$
|
20,500
|
|
|
5
|
|
STI Rose
|
|
2015
|
|
LR2
|
|
February-16
|
|
February-19
|
(2)
|
$
|
28,000
|
|
|
6
|
|
STI Texas City
|
|
2014
|
|
MR
|
|
March-14
|
|
April-16
|
|
$
|
16,000
|
|
(3)
|
|
|
|
|
||||
|
As of December 31,
|
||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
||||
Less than 1 year
|
$
|
35,992
|
|
|
$
|
37,472
|
|
1 - 5 years
|
2,176
|
|
|
38,168
|
|
||
5+ years
|
—
|
|
|
—
|
|
||
Total
|
$
|
38,168
|
|
|
$
|
75,640
|
|
20.
|
General and administrative expenses
|
|
For the year ended December 31,
|
||||||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
|
2015
|
||||||
Short term employee benefits (salaries)
|
$
|
9,196
|
|
|
$
|
12,330
|
|
|
$
|
19,978
|
|
Share based compensation (see Note 16)
|
22,385
|
|
|
30,207
|
|
|
33,687
|
|
|||
|
$
|
31,581
|
|
|
$
|
42,537
|
|
|
$
|
53,665
|
|
21.
|
Financial expenses
|
|
For the year ended December 31,
|
||||||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
|
2015
|
||||||
Interest payable on debt
(1)
|
$
|
86,703
|
|
|
$
|
63,858
|
|
|
$
|
61,082
|
|
Amortization of deferred financing fees
|
13,381
|
|
|
14,149
|
|
|
14,688
|
|
|||
Write-off of deferred financing fees
(2)
|
2,467
|
|
|
14,479
|
|
|
2,730
|
|
|||
Accretion of Convertible Notes (as described in Note 13)
|
12,211
|
|
|
11,562
|
|
|
11,096
|
|
|||
Accretion of premiums and discounts on assumed debt
(3)
|
1,478
|
|
|
—
|
|
|
—
|
|
|||
Total financial expenses
|
$
|
116,240
|
|
|
$
|
104,048
|
|
|
$
|
89,596
|
|
(1)
|
The increase in interest payable in each year is primarily attributable to increases in the Company’s average debt balance in addition to increases in LIBOR rates throughout 2017. Average debt outstanding during the years ended
December 31, 2017
,
2016
and
2015
was
$2,265.7 million
,
$1,986.6 million
and
$1,941.0 million
, respectively. The increase in average debt during the year ended
December 31, 2017
was primarily the result of the Merger and the assumption of NPTI's indebtedness of
$907.4 million
in aggregate. Interest payable during those periods was offset by interest capitalized from vessels under construction (as described in Note 7) of
$4.2 million
,
$6.3 million
and
$5.6 million
, during the years ended
December 31, 2017
,
2016
and
2015
respectively.
|
(2)
|
The write-off of deferred financing fees in the year ended
December 31, 2017
includes (i)
$0.5 million
related to the repayment of debt as a result of the sales of
two
vessels (as described in Note 6), (ii)
$0.1 million
related to the repayment of debt as a result of the sale and operating leasebacks of
three
vessels (as described in Note 6), (iii) $
1.1 million
related to the repayment of debt as a result of the finance lease arrangements for
five
vessels (as described in Note 13), and (iv)
$0.8 million
related to the refinancing of outstanding borrowings under various credit facilities and repurchase of our Senior Notes due 2017 as described in Note 13. The write-off of deferred financing fees in the year ended
December 31, 2016
includes (i)
$3.2 million
related to the repayment of debt as a result of the sales of
five
vessels, and (ii)
$11.2 million
related to the refinancing of outstanding borrowings under various credit facilities and the repurchase of our Convertible Notes as described in Note 13. The write-off of deferred financing fees in the year ended
December 31, 2015
relates to the refinancing of outstanding indebtedness.
|
(3)
|
The accretion of premiums and discounts represent the accretion or amortization of the fair value adjustments relating to the indebtedness assumed from NPTI that have been recorded since the closing dates of the NPTI Vessel Acquisition and the September Closing. These premiums or discounts are described in Note 13.
|
22.
|
Tax
|
23.
|
(Loss) / earnings per share
|
|
For the year ended December 31,
|
||||||||||
In thousands of U.S. dollars except for share data
|
2017
|
|
2016
|
|
2015
|
||||||
Net (loss) or income attributable to equity holders of the parent - basic
|
$
|
(158,240
|
)
|
|
$
|
(24,903
|
)
|
|
$
|
217,749
|
|
Convertible Notes interest expense
|
—
|
|
|
—
|
|
|
19,630
|
|
|||
Convertible Notes deferred financing amortization
|
—
|
|
|
—
|
|
|
1,756
|
|
|||
Net (loss) or income attributable to equity holders of the parent - diluted
|
$
|
(158,240
|
)
|
|
$
|
(24,903
|
)
|
|
$
|
239,135
|
|
|
|
|
|
|
|
||||||
Basic weighted average number of shares
|
215,333,402
|
|
|
161,118,654
|
|
|
161,436,449
|
|
|||
Effect of dilutive potential basic shares:
|
|
|
|
|
|
|
|
||||
Restricted stock
|
—
|
|
|
—
|
|
|
7,323,894
|
|
|||
Convertible Notes
|
—
|
|
|
—
|
|
|
30,978,983
|
|
|||
|
—
|
|
|
—
|
|
|
38,302,877
|
|
|||
Diluted weighted average number of shares
|
215,333,402
|
|
|
161,118,654
|
|
|
199,739,326
|
|
|||
|
|
|
|
|
|
||||||
(Loss) / Earnings Per Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.73
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
1.35
|
|
Diluted
|
$
|
(0.73
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
1.20
|
|
24.
|
Financial instruments - financial and other risks
|
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||||||||
Amounts in thousands of U.S. dollars
|
|
Fair value
|
Carrying Value
|
|
Fair value
|
Carrying Value
|
||||||||
Financial assets
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
(1)
|
|
$
|
186,462
|
|
$
|
186,462
|
|
|
$
|
99,887
|
|
$
|
99,887
|
|
Restricted cash
(2)
|
|
11,387
|
|
11,387
|
|
|
—
|
|
—
|
|
||||
Loans and receivables
(3)
|
|
65,458
|
|
65,458
|
|
|
42,329
|
|
42,329
|
|
||||
Derivatives at fair value through profit or loss
(4)
|
|
—
|
|
—
|
|
|
116
|
|
116
|
|
||||
|
|
|
|
|
|
|
||||||||
Financial liabilities
|
|
|
|
|
|
|
||||||||
Accounts payable
(5)
|
|
$
|
13,044
|
|
$
|
13,044
|
|
|
$
|
9,282
|
|
$
|
9,282
|
|
Accrued expenses
(5)
|
|
32,838
|
|
32,838
|
|
|
23,024
|
|
23,024
|
|
||||
Secured bank loans
(6)
|
|
1,615,248
|
|
1,615,248
|
|
|
1,466,940
|
|
1,466,940
|
|
||||
Finance lease liability
(7)
|
|
717,139
|
|
717,139
|
|
|
—
|
|
—
|
|
||||
Unsecured Senior Notes Due 2020
(8)
|
|
53,449
|
|
53,750
|
|
|
48,252
|
|
53,750
|
|
||||
Unsecured Senior Notes Due 2017
(8)
|
|
—
|
|
—
|
|
|
52,330
|
|
51,750
|
|
||||
Unsecured Senior Notes Due 2019
(8)
|
|
58,466
|
|
57,500
|
|
|
—
|
|
—
|
|
||||
Convertible Notes
(9)
|
|
316,184
|
|
348,500
|
|
|
286,321
|
|
348,500
|
|
(1)
|
Cash and cash equivalents are considered Level 1 items as they represent liquid assets with short-term maturities.
|
(2)
|
Restricted cash are considered Level 1 items due to the liquid nature of these assets.
|
(3)
|
We consider that the carrying amount of accounts receivable approximate their fair value due to the relative short maturity of these instruments.
|
(4)
|
The derivative financial instrument at
December 31, 2016
consists of the profit or loss agreement relating to
Densa Crocodile
whereby the profits or losses above or below the daily time charter rate were shared with a third party who neither owned nor operated the vessel. This instrument was recorded at the present value of estimated future cash flows which were derived from observable time charter rates and discounted based on the applicable yield curves to determine the fair value. As such, we classified this liability as a Level 2 fair value measurement. This agreement expired in January 2017.
|
(5)
|
We consider that the carrying amounts of accounts payable and accrued expenses approximate the fair value due to the relative short maturity of these instruments.
|
(6)
|
The carrying value of our secured bank loans are measured at amortized cost using the effective interest method. We consider that their carrying value approximates fair value because the interest rates on these instruments change with, or approximate, market interest rates. Accordingly, we consider their fair value to be a Level 2 measurement. These amounts are shown net of
$29.9 million
and
$31.1 million
of unamortized deferred financing fees as of
December 31, 2017
and
2016
, respectively.
|
(7)
|
The carrying value of our obligations due under finance lease arrangements are measured at amortized cost using the effective interest method. We consider that their carrying value approximates fair value because the interest rates on these instruments change with, or approximate, market interest rates. These amounts are shown net of
$1.2 million
of unamortized deferred financing fees as of
December 31, 2017
.
|
(8)
|
The carrying value of our Unsecured Senior Notes Due 2020 and 2019 are measured at amortized cost using the effective interest method. The carrying values shown in the table are the face value of the notes. These notes are shown net of
$0.8 million
and
$1.5 million
of unamortized deferred financing fees, respectively, on our consolidated balance sheet as of
December 31, 2017
. Our Senior Notes Due 2020 and 2019 are quoted on the New York Stock Exchange under the symbols 'SBNA' and 'SBBC', respectively. We consider their fair values to be Level 1 measurements due to their quotation on an active exchange.
|
(9)
|
The carrying value of our Convertible Notes shown in the table above is its face value. The liability component of the Convertible Notes has been recorded within Long-term debt on the consolidated balance sheet as of
December 31, 2017
, net of
$2.8 million
of unamortized deferred financing fees. The equity component of the Convertible Notes has been recorded within Additional paid-in capital on the consolidated balance sheet, net of
$1.9 million
of deferred financing fees. We consider its fair value to be a Level 2 measurement.
|
|
As of December 31,
|
||||||
In thousands of U.S. dollars
|
2017
|
|
2016
|
||||
Less than 1 month
|
$
|
24,868
|
|
|
$
|
32,997
|
|
1-3 months
|
65,294
|
|
|
41,577
|
|
||
3 months to 1 year
|
219,144
|
|
|
354,738
|
|
||
1-5 years
|
2,438,033
|
|
|
1,723,306
|
|
||
5+ years
|
684,330
|
|
|
54,330
|
|
||
Total
|
$
|
3,431,669
|
|
|
$
|
2,206,948
|
|
25.
|
Subsequent events
|
Number of restricted shares
|
Vesting date
|
|
1,235,186
|
|
September 4, 2020
|
217,502
|
|
November 4, 2020
|
214,794
|
|
March 1, 2021
|
1,235,186
|
|
September 3, 2021
|
217,502
|
|
November 5, 2021
|
214,794
|
|
March 1, 2022
|
1,235,187
|
|
September 2, 2022
|
217,502
|
|
November 4, 2022
|
214,795
|
|
March 1, 2023
|
5,002,448
|
|
|
(1)
|
SCORPIO TANKERS INC.
, a company incorporated under the laws of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (“
STNG
”) on its own account and as agent for and on behalf of each of its existing wholly owned subsidiaries (as set out in
Schedule 1
) (“
SPVs
”) and certain of its future wholly-owned subsidiaries (“
Future SPVs
”) (the SPVs and Future SPVs jointly referred to as the “
STNG SPVs
”);
|
(2)
|
SCORPIO COMMERCIAL MANAGEMENT S.A.M.
, a company incorporated under the laws of Monaco and having its registered office at 9 Boulevard Charles III, Monaco 98000 (“
SCM
”); and
|
(3)
|
SCORPIO SHIP MANAGEMENT S.A.M.
, a company incorporated under the laws of Monaco and having its registered office at 9 Rue du Gabian, Monaco 98000 (“
SSM
”);
|
1.
|
The Technical Management Terms, the form of the Confirmation and TC Confirmation attached to the Original Master shall with effect from the Amendment Date be deleted and replaced with the amended technical management terms as attached hereto as Annex A (the “
New Technical Management Terms
”), the amended form of confirmation as attached hereto as Annex B and the amended form of time charter confirmation as attached hereto as Annex C.
|
2.
|
The Technical Management Terms in each Technical Management Agreement relating to the STNG SPVs that own and/or bareboat charter vessels listed in
Schedule 2 – Owned /Bareboat Chartered Vessels
(the “
Owned Vessel Technical Management Agreements
”) will with effect from the Amendment Date, be replaced with the New Technical Management Terms. An addendum to each Owned Vessel Technical Management Agreements confirming certain changes shall be issued in the form attached hereto as
Schedule 3
.
|
3.
|
STNG, in its capacity as guarantor, hereby confirms that any existing guarantees issued pursuant to the Original Master remain in full force and effect notwithstanding this Deed of Amendment.
|
4.
|
This Deed of Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
|
5.
|
This Deed of Amendment shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Deed of Amendment shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Terms current at the time when the arbitration proceedings are commenced.
|
6.
|
No provision of this Deed of Amendment shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Deed of Amendment.
|
Executed as a deed by
For and on behalf of
Scorpio Tankers Inc.
|
/s/ Cameron Mackey
Name: Cameron Mackey
Title: Chief Operating Officer
|
in the presence of
Signature of Witness
Name, address and occupation of witness
|
/s/ Laurice Oso
Name: Laurice Oso
Title: Office Assistant
150 E 58
th
Street, New York, NY 10155
|
Executed as a deed by
For and on behalf of
Scorpio Tankers Inc.
As agent for and on behalf of each of the STNG SPVs:
|
/s/ Cameron Mackey
Name: Cameron Mackey
Title: Chief Operating Officer
|
in the presence of
Signature of Witness
Name, address and occupation of witness
|
/s/ Laurice Oso
Name: Laurice Oso
Title: Office Assistant
150 E 58
th
Street, New York, NY 10155
|
Executed as a deed by
For and on behalf of
Scorpio Commercial Management S.A.M.
|
/s/ Aldo Poma
Name: Aldo Poma
Title: Administrateur Delegue
|
in the presence of
Signature of Witness
Name, address and occupation of witness
|
/s/ Laura Thompson
Name: Laura Thompson
Title: Legal Administrator
Le Millenium-9, Boulevard Charles III, Monaco, MC 98000
|
Executed as a deed by
For and on behalf of
Scorpio Ship Management S.A.M.
|
/s/ Francesco Bellusci
Name: Francesco Bellusci
Title: Administrateur Delegue
|
in the presence of
Signature of Witness
Name, address and occupation of witness
|
/s/ Laura Thompson
Name: Laura Thompson
Title: Legal Administrator
c/o Scorpio Commercial Management
Le Millenium-9, Boulevard Charles III, Monaco, MC 98000
|
|
|
1.
|
Navig8 Product Tankers 6 Inc (to be renamed STI Gallantry Shipping Company Limited)
|
2.
|
Navig8 Product Tankers 18 Inc (to be renamed STI Supreme Shipping Company Limited)
|
3.
|
STI Acton Shipping Company Limited
|
4.
|
STI Alexis Shipping Company Limited
|
5.
|
STI Amber Shipping Company Limited
|
6.
|
STI Aqua Shipping Company Limited
|
7.
|
STI Battersea Shipping Company Limited
|
8.
|
STI Battery Shipping Company Limited
|
9.
|
STI Bayonne Shipping Company Limited
|
10.
|
STI Benicia Shipping Company Limited
|
11.
|
STI Beryl Shipping Company Limited
|
12.
|
STI Black Hawk Shipping Company Limited
|
13.
|
STI Bosphorus Shipping Company Limited (formerly STI Taksim Shipping Company Limited)
|
14.
|
STI Botafogo Shipping Company Limited
|
15.
|
STI Brixton Shipping Company Limited
|
16.
|
STI Broadway Shipping Company Limited
|
17.
|
STI Bromley Shipping Company Limited
|
18.
|
STI Bronx Shipping Company Limited
|
19.
|
STI Brooklyn Shipping Company Limited
|
20.
|
STI Camden Shipping Company Limited
|
21.
|
STI Carnaby Shipping Company Limited
|
22.
|
STI Cartaret Shipping Company Limited
|
23.
|
STI Chartering and Trading Ltd
|
24.
|
STI Clapham Shipping Company Limited
|
25.
|
STI Comandante Shipping Company Limited
|
26.
|
STI Condotti Shipping Company Limited
|
27.
|
STI Connaught Shipping Company Limited
|
28.
|
STI Croydon Shipping Company Limited
|
29.
|
STI Dama Shipping Company Limited
|
30.
|
STI Donald C Trauscht Shipping Company Limited (formerly STI Jurere Shipping Company Limited)
|
31.
|
STI Duchessa Shipping Company Limited
|
32.
|
STI Ealing Shipping Company Limited
|
33.
|
STI Elysees Shipping Company Limited
|
34.
|
STI Emerald Shipping Company Limited
|
35.
|
STI Esles II Shipping Company Limited
|
36.
|
STI Exceed Shipping Company Limited (formerly Navig8 Product Tankers 22 Inc)
|
37.
|
STI Excel Shipping Company Limited (formerly Navig8 Product Tankers 19 Inc)
|
38.
|
STI Excellence Shipping Company Limited (formerly Navig8 Product Tankers 26 Inc)
|
39.
|
STI Excelsior Shipping Company Limited (formerly Navig8 Product Tankers 20 Inc)
|
40.
|
STI Executive Shipping Company Limited (formerly Navig8 Product Tankers 24 Inc)
|
|
|
41.
|
STI Expedite Shipping Company Limited (formerly Navig8 Product Tankers 21 Inc)
|
42.
|
STI Experience Shipping Company Limited (formerly Navig8 Product Tankers 23 Inc)
|
43.
|
STI Express Shipping Company Limited (formerly Navig8 Product Tankers 25 Inc)
|
44.
|
STI Finchley Shipping Company Limited
|
45.
|
STI Fontvieille Shipping Company Limited
|
46.
|
STI Fulham Shipping Company Limited
|
47.
|
STI Galata Shipping Company Limited
|
48.
|
STI Garnet Shipping Company Limited
|
49.
|
STI Gavia Shipping Company Limited
|
50.
|
STI Gauntlet Shipping Company Limited (formerly Navig8 Product Tankers 12 Inc)
|
51.
|
STI Gladiator Shipping Company Limited (formerly Navig8 Product Tankers 13 Inc)
|
52.
|
STI Goal Shipping Company Limited (formerly Navig8 Product Tankers 11 Inc)
|
53.
|
STI Grace Shipping Company Limited (formerly SBI Macanudo Shipping Company Limited)
|
54.
|
STI Gramercy Shipping Company Limited
|
55.
|
STI Gratitude Shipping Company Limited
|
56.
|
STI Guard Shipping Company Limited
|
57.
|
STI Guide Shipping Company Limited
|
58.
|
STI Hackney Shipping Company Limited
|
59.
|
STI Hammersmith Shipping Company Limited
|
60.
|
STI Hounslow Shipping Company Limited
|
61.
|
STI Ipanema Shipping Company Limited
|
62.
|
STI Jardins Shipping Company Limited
|
63.
|
STI Jasper Shipping Company Limited
|
64.
|
STI Jermyn Shipping Company Limited (formerly SBI Cuaba Shipping Company Limited)
|
65.
|
STI Kingsway Shipping Company Limited
|
66.
|
STI La Boca Shipping Company Limited
|
67.
|
STI Larvotto Shipping Company Limited
|
68.
|
STI Lauren Shipping Company Limited
|
69.
|
STI Le Rocher Shipping Company Limited
|
70.
|
STI Leblon Shipping Company Limited
|
71.
|
STI Lombard Shipping Company Limited
|
72.
|
STI Madison Shipping Company Limited
|
73.
|
STI Manhattan Shipping Company Limited
|
74.
|
STI Marianne Shipping Company Limited
|
75.
|
STI Mayfair Shipping Company Limited
|
76.
|
STI Memphis Shipping Company Limited
|
77.
|
STI Meraux Shipping Company Limited
|
78.
|
STI Millenium Shipping Company Limited
|
79.
|
STI Milwaukee Shipping Company Limited
|
80.
|
STI Nautilus Shipping Company Limited (formerly Navig8 Product Tankers 5 Inc)
|
81.
|
STI Notting Hill Shipping Company Limited
|
82.
|
STI Onyx Shipping Company Limited
|
83.
|
STI Opera Shipping Company Limited
|
84.
|
STI Orchard Shipping Company Limited
|
85.
|
STI Osceola Shipping Company Limited
|
|
|
86.
|
STI Oxford Shipping Company Limited
|
87.
|
STI Park Shipping Company Limited
|
88.
|
STI Pimlico Shipping Company Limited
|
89.
|
STI Pontiac Shipping Company Limited
|
90.
|
STI Poplar Shipping Company Limited
|
91.
|
STI Precision Shipping Company Limited (formerly Navig8 Product Tankers 29 Inc)
|
92.
|
STI Prestige Shipping Company Limited (formerly Navig8 Product Tankers 30 Inc)
|
93.
|
STI Pride Shipping Company Limited (formerly Navig8 Product Tankers 27 Inc)
|
94.
|
STI Providence Shipping Company Limited (formerly Navig8 Product Tankers 28 Inc)
|
95.
|
STI Queens Shipping Company Limited
|
96.
|
STI Rambla Shipping Company Limited (formerly SBI Tuscamina Shipping Company Limited)
|
97.
|
STI Recoleta Shipping Company Limited
|
98.
|
STI Regina Shipping Company Limited
|
99.
|
STI Rose Shipping Company Limited
|
100.
|
STI Rotherhithe Shipping Company Limited
|
101.
|
STI Ruby Shipping Company Limited
|
102.
|
STI San Antonio Shipping Company Limited
|
103.
|
STI San Telmo Shipping Company Limited
|
104.
|
STI Sanctity Shipping Company Limited (formerly Navig8 Product Tankers 16 Inc)
|
105.
|
STI Sapphire Shipping Company Limited
|
106.
|
STI Savile Row Shipping Company Limited
|
107.
|
STI Selatar Shipping Company Limited (formerly SBI Parejo Shipping Company Limited)
|
108.
|
STI Seneca Shipping Company Limited
|
109.
|
STI Sloane Shipping Company Limited
|
110.
|
STI Soho Shipping Company Limited
|
111.
|
STI Solace Shipping Company Limited (formerly Navig8 Product Tankers 4 Inc)
|
112.
|
STI Solidarity Shipping Company Limited (formerly Navig8 Product Tankers 3 Inc)
|
113.
|
STI Spiga Shipping Company Limited
|
114.
|
STI St. Charles Shipping Company Limited
|
115.
|
STI Stability Shipping Company Limited (formerly Navig8 Product Tankers 7 Inc)
|
116.
|
STI Stamford Shipping Company Limited
|
117.
|
STI Steadfast Shipping Company Limited (formerly Navig8 Product Tankers 17 Inc)
|
118.
|
STI Susana Shipping Company Limited
|
119.
|
STI Symphony Shipping Company Limited (formerly Navig8 Product Tankers 15 Inc)
|
120.
|
STI Texas City Shipping Company Limited
|
121.
|
STI Topaz Shipping Company Limited
|
122.
|
STI Tribeca Shipping Company Limited
|
123.
|
STI Venere Shipping Company Limited
|
124.
|
STI Veneto Shipping Company Limited
|
125.
|
STI Ville Shipping Company Limited
|
126.
|
STI Virtus Shipping Company Limited
|
127.
|
STI Wembley Shipping Company Limited
|
128.
|
STI Westminster Shipping Company Limited
|
129.
|
STI Winnie Shipping Company Limited
|
130.
|
STI Yorkville Shipping Company Limited
|
|
Vessel name
|
Date of Confirmation
|
1.
|
NAVIG8 GALLANTRY
|
1 September 2017
|
2.
|
NAVIG8 SUPREME
|
1 September 2017
|
3.
|
NAVIG8 SYMPHONY
|
1 September 2017
|
4.
|
SILENT
|
27 February 2017
|
5.
|
SINGLE
|
27 February 2017
|
6.
|
SKY
|
27 February 2017
|
7.
|
STAR I
|
27 February 2017
|
8.
|
STEEL
|
27 February 2017
|
9.
|
STONE I
|
27 February 2017
|
10.
|
STYLE
|
27 February 2017
|
11.
|
STI ACTON
|
25 August 2014
|
12.
|
STI ALEXIS
|
15 January 2015
|
13.
|
STI AMBER
|
24 January 2013
|
14.
|
STI AQUA
|
2 July 2014
|
15.
|
STI BATTERSEA
|
13 October 2014
|
16.
|
STI BATTERY
|
11 November 2014
|
17.
|
STI BENICIA
|
2 July 2014
|
18.
|
STI BERYL
|
24 January 2013
|
19.
|
STI BLACK HAWK
|
10 August 2015
|
20.
|
STI BOSPHORUS
|
27 February 2017
|
21.
|
STI BRIXTON
|
11 June 2014
|
22.
|
STI BROADWAY
|
4 November 2014
|
23.
|
STI BRONX
|
15 January 2015
|
24.
|
STI BROOKLYN
|
8 June 2015
|
25.
|
STI CAMDEN
|
15 September 2014
|
26.
|
STI CARNABY
|
28 July 2015
|
27.
|
STI CLAPHAM
|
11 November 2014
|
28.
|
STI COMANDANTE
|
22 May 2014
|
29.
|
STI CONDOTTI
|
11 November 2014
|
30.
|
STI CONNAUGHT
|
9 March 2015
|
31.
|
STI DAMA
|
2 July 2014
|
32.
|
STI DONALD C TRAUSCHT
|
27 February 2017
|
33.
|
STI DUCHESSA
|
24 January 2013
|
34.
|
STI ESLES II
|
27 February 2017
|
35.
|
STI ELYSEES
|
2 July 2014
|
36.
|
STI EXCEED
|
1 September 2017
|
37.
|
STI EXCEL
|
1 September 2017
|
38.
|
STI EXCELLENCE
|
1 September 2017
|
39.
|
STI EXCELSIOR
|
1 September 2017
|
|
Vessel name
|
Date of Confirmation
|
40.
|
STI EXECUTIVE
|
1 September 2017
|
41.
|
STI EXPEDITE
|
1 September 2017
|
42.
|
STI EXPERIENCE
|
1 September 2017
|
43.
|
STI EXPRESS
|
1 September 2017
|
44.
|
STI FINCHLEY
|
11 November 2014
|
45.
|
STI FONTVIEILLE
|
17 June 2013
|
46.
|
STI FULHAM
|
15 September 2014
|
47.
|
STI GALATA
|
27 February 2017
|
48.
|
STI GARNET
|
24 January 2013
|
49.
|
STI GAUNTLET
|
1 September 2017
|
50.
|
STI GLADIATOR
|
1 September 2017
|
51.
|
STI GOAL
|
1 September 2017
|
52.
|
STI GRACE
|
1 March 2016
|
53.
|
STI GRAMERCY
|
6 January 2015
|
54.
|
STI GRATITUDE
|
1 September 2017
|
55.
|
STI GUARD
|
1 September 2017
|
56.
|
STI GUIDE
|
1 September 2017
|
57.
|
STI HACKNEY
|
2 July 2014
|
58.
|
STI HAMMERSMITH
|
21 November 2014
|
59.
|
STI JARDINS
|
27 February 2017
|
60.
|
STI JERMYN
|
25 April 2016
|
61.
|
STI KINGSWAY
|
28 July 2015
|
62.
|
STI LARVOTTO
|
17 June 2013
|
63.
|
STI LAUREN
|
9 March 2015
|
64.
|
STI LA BOCA
|
27 February 2017
|
65.
|
STI LE ROCHER
|
17 June 2013
|
66.
|
STI LEBLON
|
27 February 2017
|
67.
|
STI LOMBARD
|
6 April 2016
|
68.
|
STI MANHATTAN
|
9 March 2015
|
69.
|
STI MADISON
|
25 August 2014
|
70.
|
STI MAYFAIR
|
3 September 2014
|
71.
|
STI MERAUX
|
30 April 2014
|
72.
|
STI MEMPHIS
|
11 December 2015
|
73.
|
STI MILWAUKEE
|
4 November 2014
|
74.
|
STI NAUTILUS
|
1 September 2017
|
75.
|
STI NOTTING HILL
|
9 March 2015
|
76.
|
STI ONYX
|
24 January 2013
|
77.
|
STI OPERA
|
24 January 2013
|
78.
|
STI ORCHARD
|
25 August 2014
|
79.
|
STI OSCEOLA
|
9 March 2015
|
80.
|
STI OXFORD
|
22 January 2015
|
81.
|
STI PARK
|
15 September 2014
|
82.
|
STI PIMLICO
|
2 July 2014
|
83.
|
STI PONTIAC
|
9 March 2015
|
84.
|
STI POPLAR
|
11 November 2014
|
|
Vessel name
|
Date of Confirmation
|
85.
|
STI PRESTIGE
|
1 September 2017
|
86.
|
STI PRECISION
|
1 September 2017
|
87.
|
STI PRIDE
|
1 September 2017
|
88.
|
STI PROVIDENCE
|
1 September 2017
|
89.
|
STI QUEENS
|
9 March 2015
|
90.
|
STI RAMBLA
|
6 March 2017
|
91.
|
STI REGINA
|
25 August 2014
|
92.
|
STI ROSE
|
16 December 2014
|
93.
|
STI ROTHERHITHE
|
16 December 2014
|
94.
|
STI RUBY
|
24 January 2013
|
95.
|
STI SAN ANTONIO
|
22 May 2014
|
96.
|
STI SAN TELMO
|
27 February 2017
|
97.
|
STI SANCTITY
|
3 September 2017
|
98.
|
STI SAVILE ROW
|
20 May 2015
|
99.
|
STI SELATAR
|
16 August 2016
|
100.
|
STI SENECA
|
20 May 2015
|
101.
|
STI SLOANE
|
13 October 2014
|
102.
|
STI SOHO
|
21 November 2014
|
103.
|
STI SOLACE
|
1 September 2017
|
104.
|
STI SOLIDARITY
|
1 September 2017
|
105.
|
STI SPIGA
|
20 May 2015
|
106.
|
STI ST CHARLES
|
15 September 2014
|
107.
|
STI STABILITY
|
1 September 2017
|
108.
|
STI STEADFAST
|
1 September 2017
|
109.
|
STI TEXAS CITY
|
19 March 2014
|
110.
|
STI TOPAZ
|
24 January 2013
|
111.
|
STI TRIBECA
|
21 November 2014
|
112.
|
STI VENERE
|
11 June 2014
|
113.
|
STI VENETO
|
15 January 2015
|
114.
|
STI VILLE
|
17 June 2013
|
115.
|
STI VIRTUS
|
11 June 2014
|
116.
|
STI WEMBLEY
|
13 October 2014
|
117.
|
STI WESTMINSTER
|
8 June 2015
|
118.
|
STI WINNIE
|
9 March 2015
|
119.
|
STI YORKVILLE
|
13 October 2014
|
(i)
|
SCORPIO SHIP MANAGEMENT S.A.M.
, a company incorporated under the laws of Monaco and having its registered office at 9 Rue du Gabian, Monaco MC 98000 (“
SSM
”);
|
(ii)
|
[*],
a company incorporated under the laws of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (“
STNG SPV
”); and
|
(iii)
|
SCORPIO TANKERS INC.
, a company incorporated under the laws of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (“
STNG
”);
|
(1)
|
SSM and STNG SPV have previously entered into a standard form technical management agreement (the “
TMA
”) including the confirmation dated [*] (the “
Confirmation
”) and an addendum number [one [dated] /and two [dated]] pursuant to the terms of the amended and restated master agreement with an effective date as of 29 September 2016 (together, the “
Original Master
”); and
|
(2)
|
The Parties have amended the terms of the Original Master pursuant to a deed of amendment effective as of 1 January 2018 (the “
Amended Master
”) and the technical management terms included therein (the “
New Standard Form TMA
”). This Addendum confirms the changes effective to the terms of the TMA.
|
(a)
|
With effect from 1 January 2018, the TMA will be deleted and replaced by the New Standard Form TMA.
|
(b)
|
The Confirmation [as amended by addendum number one dated [ ] /and two dated [ ]] shall continue to apply as is except that: (i) the reference to “In respect of the Standard Technical Management Terms, see the attached Annexes” shall be deleted and replaced by “In respect of the Standard Technical Management Terms, Part VI to be deleted and replaced by Part VI attached hereto”; and (ii) the reference to “
Box 22, Part 1 of the Standard Technical Management Terms
” shall be deleted and replaced by “
Section 2.2, Part 1 of the Standard Technical Management Terms
”.
|
(c)
|
STNG confirms its guarantee of the performance of the STNG SPV remains in full force and effect notwithstanding the New Standard Form TMA and this Addendum.
|
(d)
|
This Addendum may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
|
(e)
|
The law and dispute resolution clause at clause 20 of the New Standard Form TMA shall apply to this Addendum.
|
(f)
|
No provision of this Addendum shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Addendum.
|
1.
Vessel Details
|
|
Name:
|
GT/NT:
|
Flag:
|
Class:
|
Type:
|
Year Built:
|
IMO number:
|
|
2.
Owners
|
|
Name:
|
|
2.1
Owners’ Registered Address (where the company is registered)
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands
|
|
Country of Incorporation: Marshall Islands
|
|
2.2
Owners’ business establishment address (head office and principal place of business)
|
|
As per Confirmation
|
|
Telephone Number Fax Number:
|
|
Contact Name: Position:
|
|
Email address:
|
|
3.
Managers
|
|
Name: Scorpio Ship Management S.A.M.
|
|
Registered Office: 9 Rue du Gabian, 98000, Monaco
|
|
Country of Incorporation: Monaco
|
|
IMO Number: 0631141
|
|
Telephone Number: +377 97985700 Fax Number:
|
|
Contact Name: Position:
Email address:
fbellusci@scorpio.mc
|
|
4.
Guarantor (Clause 28)
Name: Scorpio Tankers Inc.
|
|
5.
Date of Commencement of Agreement
(Clause 2.1) As per Confirmation
|
|
|
|
6.
Notices to Owners and Guarantor
: at the Owners’ Principal Place of Business address, fax number and email address stated in Box 2
|
|
|
|
7.
Notices to Managers
: at the address, fax number and email address stated in Box 3
|
|
|
1.
|
Definitions and Interpretation
|
1.1
|
In this agreement (together with the Confirmation, any additional clauses of even date herewith and any schedules (the “Agreement”)), in addition to terms defined in Part I, save where the context otherwise requires, the following words and expressions shall have the meanings hereby assigned to them.
|
1.2
|
Clause Headings are inserted for convenience and shall be ignored in construing this Agreement; words denoting the singular number shall include the plural number and
vice
versa
; references to Parts are to Parts of this Agreement; references to Clauses are to Clauses of Part II except where otherwise expressly stated; and references to any enactment include any re-enactments, amendments and extensions thereof.
|
2.
|
Appointment of Managers
|
2.1
|
With effect from the date stated in Box 5 of Part I (the “Date of Commencement”) and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the managers of the Vessel in respect of the Management Services.
|
2.2
|
In performing any of the Management Services the Managers shall, as agents for and on behalf of the Owners, have authority to take such steps as the Managers may from time to time in their absolute discretion consider to be necessary to enable them to perform this Agreement in accordance with sound ship management practice.
|
3.
|
Basic Services
|
3.1
|
Crewing
|
3.1.1
|
The Managers shall provide suitably qualified crew for the Vessel in accordance with current STCW requirements, provision of which includes but is not limited to the following functions:
|
(ii)
|
ensuring that the applicable requirements of the law of the flag of the Vessel are satisfied in respect of manning levels, rank, qualification and certification of the Crew, and employment regulations including Crew’s tax, social insurance, discipline and other requirements;
|
(v)
|
supervising the efficiency of the Crew and using the Manager’s standard crew appraisal system (written or electronic) and administration of all other Crew matters such as planning for the manning of the Vessel;
|
3.1.2
|
Crew Claims
|
3.2
|
Technical Management
|
3.3
|
Purchasing
|
3.4
|
Insurance
|
3.4.2
|
The Approved Broker shall place such insurances as the Owners shall have instructed or agreed, in particular as regards values, deductibles and franchises. At each renewal the Approved Broker will liaise with the Owners:
|
3.4.3
|
The Approved Broker shall compile such statistics and enter into negotiations with such brokers and P&I Club managers as they consider necessary or desirable in order to arrange for such insurances to be placed.
|
3.4.4
|
Once insurances are placed the Approved Broker shall arrange for all cover notes to be checked and for all debit notes to be paid as required.
|
3.5
|
Accounting and Budgeting
|
3.6.9
|
The Managers do not warrant that the software will meet the Owners' requirements or that the use or operation of the software will be uninterrupted or error free.
|
3.7
|
Shipboard Oil Pollution Emergency Plan
|
3.8
|
OPA
|
3.8.1
|
If instructed by the Owners, the Managers will:
|
3.8.2
|
The Managers are expressly authorized as agents for the Owners to enter into such arrangements by Contract or otherwise as are required to ensure the availability of the services outlined in Clause 3.8.1. The Managers are further expressly authorized as agents for the Owners to enter into such other arrangements as may from time to time be necessary to satisfy the requirements of OPA or other Federal or State laws.
|
3.8.3
|
The Owners will pay the fees due to third parties providing the services described above together with a fee to the Managers for their services. The level of fees will be included in the Vessel's running costs.
|
3.8.4
|
On termination of this Agreement, the Vessel Response Plan and all documentation will be returned to the Managers at the expense of the Owners.
|
3.9
|
Assistance with Sale of Vessel
|
(iii)
|
Comply with the Managers’ guidelines issued for transiting high risk areas as may be revised from time to time. The Managers’ guidelines set out their
policy of full compliance with BMP and additional guidance and information on Self Protection Measures (“SPM’s”) including Citadels or Safe Areas.
The Owners will be provided with a copy of the guidelines and costs for SPM’s will be included in the Vessel budget.
|
4.
|
Services provided by Associated Companies
|
4.1
|
The Managers hereby disclose to the Owners that, except as instructed otherwise by the Owners in writing, they will, as agents for and on behalf of the Owners, utilize the services of companies associated with the Managers as set out in Part III (or as notified to Owners as set out in any revised Part III prepared by the Managers after the date hereof to record adjustments to the services being provided by associated companies from time to time under this Agreement). The budgets provided pursuant to Clause 3.5.2 will be provided on the basis that the services listed in Part III are provided by associated companies listed therein. The associated companies will charge and retain for their own benefit usual remuneration for the provision of their services (whether in the form of commission or fees).
|
4.2
|
The Owners hereby consent to the arrangements set out in Clause 4.1.
|
5.
|
Managers' Obligations
|
5.1
|
The Managers undertake to use their reasonable endeavours to provide the Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice and to protect and promote the interests of the Owners in all matters relating to the provision of Management Services
|
5.2
|
The Managers shall be deemed to be “the Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code and by the ISPS Code.
|
5.3
|
The Managers shall procure and evidence (upon request of the Owners) ITIC or other equivalent forms of Errors and Omissions insurance for any liability arising out of this contract with particular reference to Clause 11.2
|
6.
|
Owners' Obligations
|
6.1
|
The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this Agreement. Time shall be of the essence in respect of the payment of all such sums.
|
6.2
|
The Owners shall procure, whether by instructing the Managers under Clause 3.4.1 or otherwise, that throughout the period of this Agreement the Vessel will be insured at the Owners' expense for not less than sound market value or entered for full gross tonnage, as the case may be, for:
|
(iv)
|
war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and crew risks); and
|
(vi)
|
such other optional insurances as may be agreed (such as piracy, kidnap and ransom, loss of hire)
|
6.4
|
The Owners shall procure that all premiums and calls on the Owners’ Insurances are paid by their due date and that the Owners' Insurances name the Managers and any additional party designated by the Managers as a joint assured for protection and indemnity risks (including pollution risks) and a named assured on all other policies, with the benefit of full cover and full waiver of subrogation. The Owners shall, if applicable, provide the Managers with written evidence thereof to the reasonable satisfaction of the Managers on or prior to the Date of Commencement and/or on the date on which the Managers notify the Owners of the appointment of any additional party and within 7 days of each renewal date. The Owners shall provide Managers with an appropriate certificate of insurance covering any and all liabilities under the MLC
including but not limited to financial security in accordance with regulation 2.5.
|
6.5
|
As between the Owners and the Managers, the Managers shall not be responsible for paying any premiums or calls arising in connection with such insurances. On termination of this Agreement (howsoever occasioned) or where the Owners make a change in the P&I Club in which the Vessel is entered, the Owners shall procure that the Managers and any additional party designated by the Managers as a joint or named assured shall cease to be a joint or named assured and that they are released from and/or secured for any and all liability for premiums and calls that may arise in relation to the period of this Agreement. For the avoidance of doubt, it is agreed that the Owners shall be liable for all deductibles applying to any insurance policy.
|
6.6
|
The Managers shall have the right to obtain confirmation direct from the brokers, underwriters and P&I Clubs through whom the Vessel’s insurances are arranged that all premiums calls and contributions due have been paid and that insurances meet the Owners' obligations under Clauses 6.3, 6.4 and 6.5. Where any premiums, calls and/or contributions are not paid, the Managers shall be entitled to pay the same from any funds held by them for the Owners and/or to terminate this Agreement forthwith by notice in writing.
|
6.7
|
If the Owners are not the registered owners or the bareboat charterer of the Vessel they shall instruct the Managers in writing whether the Managers are to act as agents under this Agreement for the Owners or the registered owners of the Vessel. If the latter the Owners shall be required to provide to the Managers an appropriate form of authorization to the reasonable satisfaction of the Managers pursuant to which the Managers are authorized to act as agents for the registered owners.
|
6.8
|
Upon request, the Owners shall provide the Managers with contact details of the relevant person at the mortgagee bank handling the Owners’ account and hereby expressly provide the Managers with authority to contact the mortgagee bank at their discretion. Upon the Date of Commencement, the Owners will authorise the mortgagee bank to co-operate with the Managers and provide information to the Managers, upon their request.
|
6.9
|
The Owners shall arrange for the provision of any necessary guarantee bond or other security.
|
7.1
|
On or prior to the Date of Commencement the Owners will deliver to the Managers:
|
7.2
|
The Owners will on request provide the Managers with full details, in writing, of the ultimate beneficial owners of their share capital.
|
7.3
|
The Owners shall be obliged to obtain any required guarantee, bond or other security including, without limitation, the SCAC code and International Carrier Bond as required in order to access the US Bureau of Customs and Border Protection automated manifest system, as required by 68 Fed Reg 68139 and as amended, and USCG Certificate of Financial Responsibility for pollution. The Owners shall also be obliged to obtain any permits, licences or the like required to be obtained by an operator of a vessel including, without limitation, the US EPA vessel general permit.
|
8.
|
Management Fee
|
8.1
|
The Owners shall pay to the Managers the fees and expenses in the amounts stated in the Fee Schedule in respect of the Basic Services which shall be payable by equal monthly installments in advance, the first installment being due and payable one (1) month before the Vessel is handed over to the Managers and subsequent installments being payable monthly in advance.
|
8.2
|
(i) If the Managers' superintendents or other associated staff spend more than 15 days visiting the Vessel in any calendar year (or
pro
rata
for part of a calendar year), including time spent travelling, visits and travelling time in excess of 15 days shall be charged at the rate of US$850 per man per day. (ii) In addition to the fee referred to in Clause 8.2(i), the Managers shall charge the Owners US$850 per man per day in respect of time spent by the Managers’ superintendents or other staff in providing technical assistance in connection with any casualty, breakdown, emergency or other average incident and, where a tanker management self-assessment vetting is required, the Owners agree to pay US$850 per day in compensation for the additional services provided by the Managers’ vetting manager and/or superintendents onshore or onboard the Vessel.
|
8.3
|
If the Vessel is placed on time charter, any costs incurred in complying with charterers requirements (including, but not limited to, additional reporting requirements and visits to the charterers) will be paid by the Owners.
|
8.4
|
The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff and office stationery. The Owners shall reimburse the Managers for all expenses properly incurred under the terms of this Agreement on behalf of the Owners, including, without prejudice to the foregoing generality, postage and communication expenses, Crew Support Costs, vessel documentation, administrative expenses of the SOPEP and SSP, travelling expenses and other out of pocket expenses properly incurred by the Managers in pursuance of the Management Services. The Managers shall
|
8.5
|
In the event of the termination of this Agreement a sum equivalent to three (3) months Fees payable to the Managers according to the provisions of Clauses 8.1 shall, save as mentioned below, be paid no later than the effective date of termination. The only occasions on which the foregoing provision will not apply is: (i) where Clause 17.5 and Clause 17.7 applies or (ii) where the Agreement is properly terminated by the Owners in terms of Clause 17.3 as a result of the Managers' default.
|
8.6
|
Fees and expenses payable to the Managers will be reviewed annually with the Owners and shall be adjusted as a minimum by reference to the retail price index relevant to the nexus of services provided by the Managers. Where Management Services are wholly or partly provided by third parties, the fees and expenses therefore shall be adjusted immediately with the approval of the Owners (such approval not to be unreasonably withheld or delayed) to take account of increases in the cost of such services. The Managers will, however, use all reasonable endeavours in negotiations with such third parties to minimise such increases.
|
8.7
|
All fees are exclusive of Value Added Taxes or other applicable taxes.
|
8.8
|
Save as otherwise provided in this Agreement, all discounts and commissions obtained by the Managers in the course of the management of the Vessel shall be credited to the Owners.
|
8.9
|
If as a result of collision, accident, emergency, or any other extraordinary circumstances, the Managers' workload is increased beyond that which the parties could reasonably have anticipated, the Managers shall request (and the Owners shall approve, acting reasonably and without delay) reasonable additional remuneration having regard to the nature of the incident, the personnel and resources of the Managers deployed, and all other relevant circumstances including insurance recoveries.
|
9.
|
Payments and Management of Funds
|
9.1
|
All sums paid to the Managers by or on behalf of the Owners and all moneys collected by the Managers under the terms of this Agreement (other than fees payable by the Owners to the Managers) shall be held to the credit of the Owners in a separate bank account or accounts which shall be operated by the Managers. The Owners agree to provide to the Managers all information and documentation required to comply with banking “know your customer” procedures.
|
9.2
|
Where any sums howsoever arising and whether in respect of fees, budgeted expenditure, non-budgeted expenditure, other liabilities (present, future, liquidated or unliquidated) or expenses are owed to the Managers in connection with the Vessel or the Fleet, the Managers shall be entitled but not obliged at any time or times to apply any sums standing to the credit of the accounts referred to in Clause 9.1 to settle such sums but shall in any event remain payable by the Owners to the Managers on demand.
|
9.3
|
On or prior to the Date of Commencement the Owners shall provide to the Managers an amount equivalent to the prorated budgeted days expenditure from the Date of Commencement to the end of the first month in management. In addition all pre-delivery expenses are to be funded promptly by the Owners on request from the Managers. The Owners shall provide an amount equivalent to 1/12 of the annual budget for the first full month on or prior to the 1
st
day of the first full month of the management period. In subsequent months the Managers shall request amounts for the total anticipated monthly expenditure as laid out in Clause 9.6.
|
9.4
|
The Owners agree that on termination of this agreement payment of all sums outstanding under the terms of the agreement are to be made in advance of the Vessel leaving management. The sum will include without prejudice to the generality of the foregoing, any amounts due to be paid to suppliers and other third parties (as evidenced, in the absence of manifest error, by an accounts payable listing produced by the Managers)
and any outstanding accruals for invoices not yet received. The Owners irrevocably undertake to pay forthwith on request from the Managers any other sums which become due after the effective date of termination.
|
9.5
|
The Managers shall each month request (by e-mail) from the Owners the funds required to run the Vessel for the ensuing month. Such request will be for the total of the anticipated monthly expenditure, including, without prejudice to the generality of the foregoing, any sums due to be paid to suppliers and other third parties in the ensuing month (as conclusively evidenced, in the absence of manifest error, by an accounts payable listing produced by the Managers) and any outstanding accruals for invoices not yet received. In addition, the Owners shall provide the Managers upon request with any funds which the Managers may request to cover any unbudgeted, unexpected, occasional or extraordinary item of expenditure. All such funds shall be received by the Managers within five (5) days after the receipt of such requests and shall be held to the credit of the Owners in the account(s) referred to in Clause 9.1. The Managers shall be entitled to allocate such funds in such manner as the Managers determine, and it shall not be open to the Owners to direct the Managers otherwise and under no circumstances shall any funds received be held on trust by the Managers for any specific purpose.
|
9.6
|
Notwithstanding anything contained herein, the Managers shall in no circumstances be required to use or commit their own funds to finance the provision of the Management Services and all payments due shall be made punctually to the Managers (and not any third party) in accordance with the terms of this Agreement in full without any deduction whatsoever.
|
9.7
|
Where the Owners delay settling any sums due to the Managers the Owners shall pay interest thereon from the due date until the date of payment at 3% per cent over one (1) month LIBOR.
|
9.8
|
In addition to the funds referred to above the Owners shall pay and/or reimburse the Managers in respect of all expenses incurred prior to the Date of Commencement including, but not limited to, riding crew wages, initial crew movements, crew standby expenses, communication and liaison expenses and ITF welfare contributions.
|
10.
|
Managers' Right to Sub-Contract
|
10.1
|
The Managers shall be entitled to procure performance of the Basic Services by their parent, subsidiary or associated companies (hereinafter collectively called the “Sub-Managers”) in accordance with the following provisions of this Clause 10.1:
|
10.2
|
The provisions of Clause 10.1 shall remain in force notwithstanding termination of this Agreement.
|
11.
|
Responsibilities
|
11.1
|
Force Majeure
|
11.1.2
|
Where a party seeks to rely upon a force majeure event as described in Clause 11.1.1 it will advise the other party of the force majeure event at the earliest opportunity and also advise that party of the likely duration of such force majeure situation.
|
11.2
|
Liability to Owners
|
11.3
|
Indemnity - General
|
11.4
|
Indemnity - tax
|
11.5
|
“Himalaya”
|
11.6
|
Consequential Loss
|
11.7
|
The provisions of Clause 11 shall remain in force notwithstanding termination of this Agreement.
|
12.
|
Liens
|
13.
|
Claims/Disputes
|
13.1
|
If required the Managers shall handle and settle claims arising out of the Management Services hereunder and keep the Owners informed regarding any incident of which the Managers become aware which gives or may give rise to claims or disputes involving third parties.
|
13.2
|
The Managers shall, as instructed by the Owners, bring or defend actions, suits or proceedings in connection with matters entrusted to the Managers according to this Agreement.
|
13.3
|
The Managers shall have power to obtain legal or technical or other outside expert advice in relation to the handling and settlement of claims and disputes or all other matters affecting the interests of the Owners in respect of the Vessel.
|
13.4
|
The Owners shall pay to the Managers a fee for time spent by the Managers in carrying out their obligations under Clause 13 and such fee shall be charged at the rate of US$850 per man per day of 8 hours. Where the Approved Broker has been
|
13.5
|
The Owners acknowledge that the Managers use MTI Network for crisis management response and agree to reimburse any fees additional to the annual retainer of MTI Network (as included in the budget) which may be incurred.
|
14.
|
Auditing, Records
|
14.1
|
The Managers shall at all times maintain and keep true and correct accounts and shall make the same available at the Managers’ offices for inspection and auditing by the Owners at such times as may be mutually agreed. The Owners agree that the Managers shall be entitled to charge for their reasonable costs and expenses should the Owners require copies of supplier invoices and related documentation.
|
14.2
|
The Managers shall be entitled to electronically archive all of the Vessel’s records and arrange safe storage of the same, the costs being included in the Vessel's running costs.
|
14.3
|
All accounting and other records relating to the Vessel will be retained by the Managers in accordance with any applicable internal policy and subject to statutory requirements. For the period during which records are retained Owners may request a copy to be delivered to them at their own expense.
|
14.4
|
The Managers may request and the Owners shall, in a timely manner, make available all documentation, information and records reasonably required by the Managers to enable them to perform the Management Services.
|
15.
|
Inspection of Vessel
|
16.
|
Compliance with Laws and Regulations
|
16.1
|
Owners and Managers undertake, represent and warrant that on concluding this Agreement neither they, Crew, nor any of their employees or agents is a Sanctioned Person.
|
16.2
|
Owners and Managers warrant compliance with Global Trade Laws in all respects related directly or indirectly to the performance of this Agreement and undertake that they will not, through any act or omission, place the other in violation of Global Trade Laws.
|
16.3
|
The parties will not do or permit anything to be done which might cause any breach or infringement of the laws and regulation of the country of registry of the Vessel, and of the places where she trades, provided always that each parties’ obligations under this Clause will relate to matters in which they are in fact capable of fulfilling and on the understanding that each receive all necessary co-operation and information from the other and, in the case of the Managers, the funding from the Owners, provided for in this contract.
|
16.4
|
Owners and Managers accept that the United States, the European Union, and other relevant authorities may from time to time establish or change the applicable Global Trade Laws and both parties acknowledge that such an event may render continued performance by either or both under this Agreement illegal or unlawful. In that event and if either party terminates this Agreement due to a change in U.S., EU, or other applicable sanctions (including without limitation the “snap back” of U.S or EU sanctions with respect to Iran in connection with the Joint Comprehensive Plan of Action), both
|
16.5
|
In this Clause the following words and expressions shall have the meanings hereby assigned to them:
|
17.
|
Duration of the Agreement
|
17.1
|
Termination by Notice
|
17.2
|
Termination by default - Owners
|
17.3
|
Termination by Default - Managers
|
17.4
|
Liquidation
|
17.5
|
Extraordinary Termination
|
(i)
|
terminated in the case of a sale of the Vessel (“ET1”), and the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be the date on which the Vessel’s owners cease to be the registered owners of the Vessel;
|
(ii)
|
deemed to be terminated if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned or has been declared missing, or the Vessel is bareboat chartered for a period of less than three (3) years, when the bareboat charter comes to an end (in either case, “ET2”);
|
(iii)
|
terminated if the Vessel is bareboat chartered for a period of three (3) years or more, unless otherwise agreed, when the bareboat charter comes to an end (“ET3”); or
|
(iv)
|
terminated if the Vessel is not delivered to the Owners within 100 days of the Effective Date (“ET4”).
|
18.
|
Confidentiality
|
18.1
|
As between the Owners and the Managers, the Owners hereby agree and acknowledge that all title and property in and to the management manuals of the Managers and other written material of the Managers concerning management functions and activities is vested in the Managers and the Owners agree not to disclose the same to any third party and, on the termination of this Agreement, to return all such manuals and other material to the Managers. For the purposes of this Clause reference to “the Managers” includes the parent, subsidiary and associated companies of the Managers and any third parties providing Management Services.
|
19.
|
Suspension of Services
|
20.
|
Law and Arbitration
|
20.1
|
This Agreement shall be governed by English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 and any amendment thereto or substitution therefor.
|
20.2
|
The arbitration shall be conducted in accordance with the London Maritime Arbitrators' (LMAA) Terms current at the time when the arbitration is commenced.
|
20.3
|
Save as mentioned below, the reference shall be to three arbitrators, one to be appointed by each party and the third by the two so appointed. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such
|
20.4
|
In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.
|
20.5
|
Except to the extent provided for in Clauses 10 and 11 no third party shall have the right to enforce any term of this Agreement.
|
21.
|
Amendments to Agreement
|
22.
|
Time Limit for Claims
|
23.
|
Condition of Vessel
|
24.
|
Notices
|
24.1
|
Any notice or other communication under or in relation to this Agreement (a “Communication”) may be sent by fax, registered or recorded mail, by personal delivery or electronically.
|
24.2
|
The addresses of the parties for service of a Communication shall be as stated in Boxes 6 and 7 respectively of Part I.
|
24.3
|
A Communication shall be deemed to have been delivered and shall take effect:
|
26.
|
Entire Agreement
|
26.1
|
Any additional clauses attached hereto together with the Master Agreement, Confirmation, any subsequent, addenda, schedules, appendices or otherwise, shall be construed as an integral part of this Agreement and shall be interpreted accordingly. This Agreement constitutes the entire agreement and understanding of the parties. It supersedes any previous agreement, understanding, discussion or exchange between the parties (or their representatives) relating to the equipment or service which now forms the subject matter of this Agreement.
|
26.2
|
By signing this Agreement both parties agree and represent to each other that neither party is entering into this Agreement as a result of, or in reliance on, any warranty, representation, statement, agreement or undertaking of any kind whatsoever (whether in writing or oral and whether made negligently or innocently) made by any person other than as expressly set out in this Agreement as a warranty and identified as such.
|
26.3
|
For the avoidance of doubt, it is intended and agreed that any liability which might otherwise have arisen in tort for negligent misrepresentation or for negligent or innocent misrepresentation, whether at common law or under statue, is hereby excluded and any remedy that might otherwise have so arisen is forsworn.
|
27.
|
Partial Validity
|
28.
|
Performance Guarantee
|
(iii)
|
the Guarantor’s obligations hereunder shall be in additional to and shall not in any way be prejudiced by any other guarantees granted or covenants assumed now or in the future by the Guarantor in favour of the Managers with respect to any claim the Managers has or may have against the Owners or the Guarantor under either of the Master and/or this Agreement;
|
29
.
|
Non Waiver
|
BASIC SERVICES
(Clause 3 of Part II)
|
Amount
|
Frequency
|
||
(a)
Fees
|
|
|
||
Management Fee
|
$175,000 annual
|
Pro rata monthly in advance
|
||
SECAT Retainer Fee
|
$1,500 per month
|
Monthly in advance
|
||
Crew Management Fees
|
$4,750 per month
|
Monthly in advance
|
||
(b)
Expenses
|
|
|
||
Management Expenses: Fixed Cost invoice – Certain Overheads as per Budget (Part VI)
Crewing Expenses: Fixed Cost invoice – Crewing Expenses (Part VI)
|
[TBD]
[TBD]
|
Monthly in advance
Monthly in advance
|
||
|
|
|
||
|
|
|
I.
|
The following “Crewing Expenses” are assessed as a fixed cost based on the agreed budget and subject to the Vessel’s crew complement and trading area remaining unchanged (Fixed Cost Invoice – General Crewing Expenses):
|
II.
|
Other costs are charged on an itemized basis including:
|
(i)
|
arrange for the preparation, filing and updating of a contingency Vessel Response Plan in accordance with the requirements of OPA and instruct the Crew in all aspects of the operation of such plan; and
|
(ii)
|
identify and ensure the availability by contract or otherwise of a Qualified Individual, a Spill Management Team, an Oil Spill Removal Organization, resources having salvage, fire fighting, lightering and, if applicable, dispersant capabilities, and public relations/media personnel to assist the Owners to deal with the media in the event of discharges of oil.
|
30.2
|
The Managers are expressly authorized as agents for the Owners to enter into such arrangements by contract or otherwise as are required to ensure the availability of the services outlined in Clause 30.1. The Managers are further expressly authorized as agents for the Owners to enter into such other arrangements as may from time to time be necessary to satisfy the requirements of OPA or other US Federal or State laws.
|
30.3
|
The Owners will pay the fees due to third parties providing the services described above. The third party fees will be included in the Vessel's running costs.
|
30.4
|
On termination of this Agreement, the Vessel Response Plan and all documentation will be returned to the Managers at the expense of the Owners.
|
31.1
|
The Managers will, subject to the remaining provisions of this Clause 31, provide the Vessel with the Management System Software.
|
(i)
|
comprehensive management software providing single point of entry to the Vessel incorporating crew management, defect and deficiency reporting and performance monitoring;
|
(ii)
|
a ship to shore and shore to ship e-mail package providing cost efficient communications available to both Managers and their charterers; and
|
(iii)
|
a computerized maintenance system including inventory control and automated purchase order handling.
|
31.3
|
The costs for the Management System Software are included in the Vessel's operating costs, as follows:
|
31.4
|
Such costs do not include the costs of appropriate hardware, licence fee and installation/set-up on board the Vessel
which will be included in the taking over cost.
|
31.5
|
Installation and set-up of the Information System Software will be undertaken on a date agreed between the Managers and the Owners having regard to the Vessel's schedule and the availability of the Managers' personnel.
|
31.7
|
The Managers do not warrant that the use or operation of the Information System Software will be uninterrupted or error free.
|
32.1
|
Without prejudice to the generality of Clause 8 (Management Fee), it is agreed that the remuneration provided for by that Clause shall be deemed to cover the Manager's administrative and general expenses and any other expenses which are not directly and exclusively applicable to the operation or conduct of the business of the Vessel and shall include:
|
32.2
|
In addition to the remuneration payable to the Managers under the provision of Clause 8 and this Clause, the Owners shall reimburse the Managers for, inter alia, the amount of such necessary travelling expenses (outside Monaco), seafarers interviewing costs, costs of telephone calls, communication, vessel's postage, freight and forwarding, warehousing, agency services and fees which are not included in budget and will be treated as contingency costs. For estimation purpose only and without guarantee, contingencies could amount to a 5% of annual total budget.
|
35.1
|
To the extent already paid for by the Managers using funds specifically provided by the Owners for such a purpose, title to any goods, materials or supplies purchased by the Managers for use in the performance of this Agreement shall belong to the Owners.
|
35.2
|
Upon termination of this Agreement all such goods, materials or supplies in the hands of the Managers shall be delivered to the Vessel or if requested by the Owners the Managers shall sell or dispose of such goods, materials or supplies at such price, terms and conditions as may be approved by the Owners and remit the proceeds thereof less any expenses incurred in selling or disposing of such goods to an account of the Owners, to be advised separately in writing to the Managers.
|
38.1
|
The Manager shall comply with the requirements of the International Code for the Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) relating to the Vessel and “the Company” (as defined by the ISPS Code). If trading to or from the United States or passing through United States waters, in addition to ensure that the Vessel has been issued with a COFR, the Manager shall also comply with the requirements of the US Maritime Transportation Security Act 2002 (the “MTSA”) relating to the Vessel and the “Owner” (as defined by the MTSA).
|
38.2
|
Where sub-chartering, the Owner shall ensure that the contact details of all sub-charterers are provided to the Managers and the Master. Furthermore, the Owners shall ensure that all charter parties entered into during the period of this Agreement contain the following provision:
|
38.3
|
Notwithstanding anything else contained in this Agreement all costs or expenses whatsoever arising out of or related to security regulations or measures required by the port facility or any relevant authority in accordance with the ISPS Code and/or the MTSA including, but not limited to, security guards, launch services, vessel escorts, security fees, waiting costs and associated expenses, taxes and inspections, shall be out of budget. All measures required by the Manager to comply with the Ship Security Plan shall be for the Manager’s account excluding costs associated with calls at non ISPS compliant port, facilities, installations, vessels or port, facilities, installations, vessels included in any relevant authority warning list (i.e. USCG Port Security Advisory) as applicable in which case Owners shall provide Managers with such additional funds as may be required.
|
44.1
|
Any person (other than parties to this Agreement) who is given any rights or benefits under Clauses 11.3, 11.4 or 11.5 (a "Third Party") shall be entitled to enforce those rights or benefits against the parties in accordance with the Contracts (Rights of Third Parties) Act 1999.
|
44.2
|
Save as provided in Clause 44.1 above the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded.
|
44.3
|
The parties may amend vary or terminate this Agreement in such a way as may affect any rights or benefits of any Third Party which are directly enforceable against the parties under the Contracts (Rights of Third Parties) Act 1999 without the consent of any such Third Party.
|
44.4
|
Any Third Party entitled pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any rights or benefits conferred on it by this Agreement may not veto any amendment, variation or termination of this Agreement which is proposed by the parties and which may affect the rights or benefits of any such Third Party.
|
45.1
|
The Owners or its agent shall provide that bunkers supplied comply with ISO 8217:2010 RMG 380 or ISO 8217:2010 RMK 500, where available, or alternatively ISO 8217:2005(E) for heavy fuel and with ISO 8217:2010/2005 DMA for distillate and subsequent amendments to any of the foregoing, and comply with Marpol Annex VI reg 14 and 18 as amended. Where these standards are not available, the Owners or its agent shall submit to the Managers the specifications of the available fuels in order for the Managers to recommend an alternative course of action.
|
45.2
|
At the time of delivery of the Vessel the Owners or its agent shall place at the disposal of the Managers, the bunker delivery note(s) and any samples relating to the fuels existing on board. During the currency of the contract, the Owner or its agent shall ensure that bunker delivery notes are presented to the Vessel on the delivery of fuel(s) and that during bunkering representative samples of the fuel(s) supplied shall be taken at the Vessel's bunkering manifold and sealed in the presence of competent representatives of the fuel supplier and the Vessel as foreseen by Marpol.
|
45.3
|
Without prejudice to anything else contained in this contract, the Owners or its agent shall provide that fuel supplied is of such specifications and grades to permit the Vessel, at all times, to comply with any requirements (i.e. the maximum sulphur content) of any emission control zone when the Vessel is ordered to trade within that zone.
|
45.4
|
The Owners or its agent also warrant that any bunker suppliers, bunker craft operators and bunker surveyors used by the Owners or its agent to supply such fuels shall comply with Regulations 14 and 18 of MARPOL Annex VI as applicable, including the Guidelines in respect of sampling and the provision of bunker delivery notes.
|
45.5
|
Owners or its agent to provide that the quantity of the bunker kept on board is sufficient for the intended voyage plus a 20% margin. If the next voyage is less than 10 days, the minimum extra
|
45.6
|
In the event of a dispute with bunkers suppliers regarding the bunker's quality, the Managers will advise the Owners for their consideration/decision.
|
46.1
|
Managers will, upon the request of either the Owner or his agents, provide an assessment on the occasion the Vessel may be ordered to trade in any war, warlike area as defined by JWC, and any cost directly or indirectly incurred as a consequence of such an order will be out of budget and debited to the Owners as ‘contingency cost’.
|
46.2
|
For the purpose of this Clause, the words war risk shall include any actual, threatened or reported war; act of war; civil war; hostilities; revolution; rebellion; civil commotion; warlike operations; laying of mines; acts of piracy; acts of terrorists; acts of hostility or malicious damage; blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever); by any person, body, terrorist or political group, or the Government of any state whatsoever, which, in the reasonable judgment of the Managers, may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.
|
49.1
|
This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement; and (in relation to such subject matter) supersedes all prior discussions, understandings and agreements between the parties and all prior representations and expressions of opinion by the parties.
|
49.2
|
Each of the parties acknowledges that it is not relying on any statements, warranties, representations or understandings (whether negligently or innocently made) given or made by or on behalf of the other in relation to the subject matter hereof and that it shall have no rights or remedies with respect to such subject matter otherwise than under this Agreement. The only remedy available shall be for breach of contract under the terms of this Agreement. Nothing in this Clause shall, however, operate to limit or exclude any liability or fraud.
|
50.1
|
The Managers, in the performance of their duties and responsibilities on behalf of the Owners hereunder, undertake that they shall take no action that will violate anti-bribery laws applicable to the Owners.
|
50.2
|
The Owners shall not be liable to the Managers for any fines or similar penalties incurred by the Managers as a result of any breach by the Managers of anti-bribery laws applicable to the Owners.
|
50.3
|
The Managers shall immediately notify the Owners of any violation of any governing law claimed to have been committed by the Managers.
|
50.4
|
Any expenses submitted by the Managers for payment under this Agreement shall have been legally incurred in connection with the management services performed under this Agreement. No money or other items of value, whether or not reimbursable under this Agreement, will be paid, promised, offered or authorised by the Managers to any person employed by or acting on behalf of any government or government agency for the purpose of or having the effect of: (i) bribery, kickback or other corrupt practices; (ii) influencing any act or decision of such person or agency; (iii) inducing any such person or agency to do any act in violation of their lawful duty.
|
50.5
|
The Owners shall have the right to audit the Managers’ books and records at any reasonable time to determine Managers' compliance with the Managers' commitments under this Clause 49. Notwithstanding anything to the contrary in this Agreement regarding the parties termination rights, the Owners may unilaterally terminate this Agreement if the Managers admit violating or there has been a proven violation of any commitment by the Managers under this Clause 50.
|
(i)
|
Ransom and kidnap insurance is required for transits through any high risk areas.
|
(ii)
|
The parties may agree to waive the requirement for diversion cover in certain circumstances.
|
VESSEL NAME
|
VESSEL DETAILS
|
REGISTERED OWNER
|
DATE OF ENTRY INTO STNG FLEET
|
DATE OF ENTRY INTO MANAGEMENT BY [SCM AND/OR SSM] PURSUANT TO WHICH THE STNG SPV AND [SCM AND/OR SSM] AGREE TO BE BOUND BY THE [STANDARD COMMERCIAL MANAGEMENT TERMS AND/OR STANDARD TECHNICAL MANAGEMENT TERMS (RESPECTIVELY)] (the “Effective Date”)
|
NOTES / AMENDMENTS TO STANDARD MANAGEMENT TERMS
|
|
|
|
|
[Drafting note: If this is a newbuilding then delivery date as per SBC should be inserted here - actual date NOT on or around]
|
•
Notices Address [(Section 2.2, Part I of the Standard Technical Management Terms and/or Box 22, Part I of the Standard Commercial Management Terms)] for the Owners is as follows:
[●]
C/O 9 Boulevard Charles III, 98000 Monaco MC
Tel +377 97985850
Email: management@scorpiogroup.net
•
In respect of the Standard Technical Management Terms, Part VI to be deleted and attached Part VI to apply.
•
In respect of the Standard Commercial Management Terms, the flat management fees payable as per clause 12(a)(i): US$[●] per day pro rata.
The Standard Commercial Management Terms are amended with the addition of the following text in clause 12:
1.
Applicable for Scorpio original form pool agreement:
“From the period commencing as of the date that [●] becomes a Pool Participant (as defined in the Scorpio [●] Pool Agreement) and the Vessel becomes a Pool Vessel (as defined in the Scorpio [●] Pool Agreement) until the date that [●] ceases to be a Pool Participant and the Vessel ceases to be a Pool Vessel the Managers shall be remunerated in accordance with the terms of the Scorpio [●] Pool Agreement (and for the avoidance of doubt shall not be remunerated in accordance with the terms of this Agreement), except, in the event of the application of clause 9.3.A of the Scorpio [●] Pool Agreement the Manager shall receive a flat daily management fee of US$[●] throughout the duration of the Vessel’s Off Pool Time Charter period (as defined in the Scorpio [●] Pool Agreement) which shall be payable monthly in advance against an invoice. Provided always that the applicable termination fees payable by Owners pursuant to Clause 22 of this Agreement shall be calculated by using the management fee set out under Clause 12(a)(i) and 12(a) (ii) and the Vessel shall not be deemed to be a Pool Vessel (as defined in the applicable pool agreement)”.or
2.
Applicable for new Scorpio form pool agreement:
From the period commencing as of the date that Owners become a Pool Participant (as defined in the Scorpio [●] Pool Agreement (“
Pool Agreement
”)) and the Vessel becomes a Pool Vessel (as defined in the Pool Agreement) until the date that Owners cease to be a Pool Participant and the Vessel ceases to be a Pool Vessel the Managers shall be remunerated in accordance with the terms of the Pool Agreement (and for the avoidance of doubt shall not be remunerated in accordance with the terms of this Agreement)
unless
the
Vessel is in an Off Pool Time Charter (as defined in the Pool Agreement) in which case the Manager shall receive a flat daily management fee of US [●] payable monthly in advance against an invoice, throughout the duration of the Vessel’s Off Pool Time Charter.
Provided always that the applicable termination fees payable by Owners pursuant to Clause 22 of this Agreement shall be calculated by using the management fee set out under Clause 12(a)(i) and 12(a)(ii) and the Vessel shall not be deemed to be a Pool Vessel (as defined in the applicable pool agreement)”.
|
VESSEL NAME
|
VESSEL DETAILS
|
DISPONENT OWNER
|
DATE OF ENTRY INTO SALT FLEET
|
DATE OF ENTRY INTO MANAGEMENT BY [SCM AND/OR SSM] PURSUANT TO WHICH THE STNG SPV AND [SCM AND/OR SSM] AGREE TO BE BOUND BY THE [STANDARD COMMERCIAL MANAGEMENT TERMS AND STANDARD TECHNICAL MANAGEMENT TERMS (RESPECTIVELY)] (the “Effective Date”)
|
NOTES / AMENDMENTS TO STANDARD MANAGEMENT TERMS
|
|
|
|
|
|
Only Standard Commercial Management Terms are amended as follows:
Clause 1 “Time Charter”: definition of time charter to be added.
[Clause 12 to be amended on an individual basis depending on the relevant pool agreement terms to address payment of the management fee during the period where the Vessel is considered a pool vessel]
Clause 21(a): delete and replace with
“This Agreement shall come into effect at the date stated in Box 2 and shall continue until terminated by either party giving notice to the other; in which event this Agreement shall terminate on the date on which the Vessel is re-delivered under the Time Charter unless terminated earlier in accordance with Clause 22 (“Termination”)”
Clause 22 (all sub-para): delete all references to ET1, ET2, ET3 and ET4.
Clause 22(g)(i) delete “an ET2 event, or for” and “or an ET1, ET3 or ET4 event,”
Clause 22(g) sub clauses (ii) - (vi) inclusive delete
Technical Management Terms are amended as follows:
Clause 1 “Time Charter”: definition of time charter to be added.
Clause 17.1: delete and replace with
“This Agreement shall come into effect at the date stated in Box 5 and shall continue until terminated by either party giving notice to the other; in which event this Agreement shall terminate on the date on which the Vessel is re-delivered under the Time Charter unless terminated earlier in accordance with Clause 17 (“Duration of the Agreement”)”
Clause 17.5 (all sub-para): delete all references to ET1, ET2, ET3 and ET4.
Clause 17.7 delete “an ET2 event, or for” and “or an ET1, ET3 or ET4 event,”
Clause 17.7 sub clauses (ii) - (v) inclusive delete
Part IV and VI to be deleted and attached to apply
|
Company
|
Incorporated in
|
Ownership Percentage
|
STI Acquisition Holding Limited (formerly Navig8 Product Tankers Inc.)
|
The Republic of The Marshall Islands
|
100%
|
STI Acton Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Alexis Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Amber Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Aqua Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Battersea Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Battery Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Benicia Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Beryl Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Black Hawk Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Bosphorus Shipping Company Limited (formerly STI Taksim Shipping Company Limited)
|
The Republic of The Marshall Islands
|
100%
|
STI Brixton Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Broadway Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Bronx Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Brooklyn Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Camden Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Carnaby Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Chartering and Trading Ltd
|
The Republic of The Marshall Islands
|
100%
|
STI Clapham Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Comandante Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Condotti Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Connaught Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Dama Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Donald C. Trauscht Shipping Company Limited (formerly STI Jurere Shipping Company Limited)
|
The Republic of The Marshall Islands
|
100%
|
STI Duchessa Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Elysees Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Esles II Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Exceed Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Excel Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Excellence Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Excelsior Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Executive Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Expedite Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Experience Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Express Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Finchley Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Fontvieille Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Fulham Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Galata Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Gallantry Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Garnet Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Gauntlet Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Gladiator Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Goal Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Grace Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Gramercy Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Gratitude Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Guard Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Guide Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Hackney Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Hammersmith Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Jardins Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Jermyn Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Kingsway Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI La Boca Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Larvotto Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Lauren Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Le Rocher Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Leblon Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Lombard Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Madison Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Manhattan Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Mayfair Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Memphis Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Meraux Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Milwaukee Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Nautilus Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Notting Hill Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Onyx Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Opera Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Orchard Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Osceola Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Oxford Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Park Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Pimlico Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Pontiac Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Poplar Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Precision Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Prestige Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Pride Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Providence Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Queens Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Rambla Shipping Company Limited (formerly SBI Tuscamina Shipping Company Limited)
|
The Republic of The Marshall Islands
|
100%
|
STI Regina Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Rose Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Rotherhithe Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Ruby Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI San Antonio Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI San Telmo Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Sanctity Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Savile Row Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Selatar Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Seneca Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Sloane Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Soho Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Solace Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Solidarity Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Spiga Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI St. Charles Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Stability Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Steadfast Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Supreme Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Symphony Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Texas City Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Topaz Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Tribeca Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Venere Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Veneto Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Ville Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Virtus Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Wembley Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Westminster Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Winnie Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
STI Yorkville Shipping Company Limited
|
The Republic of The Marshall Islands
|
100%
|
Sting LLC
|
State of Delaware, United States of America
|
100%
|
STNGR Singapore (Pte) Ltd
|
The Republic of Singapore
|
100%
|
•
|
undertakes to avoid causing or contributing to adverse human rights impacts through its own activities and to address such impacts when they occur; and
|
•
|
seeks to prevent or mitigate adverse human rights impacts that are directly related to its operations, products or services through its business relationships.
|
Date: March 23, 2018
|
|
/s/ Emanuele A. Lauro
|
|
Emanuele A. Lauro
|
Chief Executive Officer (Principal Executive Officer)
|
Date: March 23, 2018
|
|
/s/ Brian M. Lee
|
Brian M. Lee
|
Chief Financial Officer (Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 23, 2018
|
|
/s/ Emanuele A. Lauro
|
Emanuele A. Lauro
|
Chief Executive Officer (Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 23, 2018
|
|
/s/ Brian M. Lee
|
Brian M. Lee
|
Chief Financial Officer (Principal Financial Officer)
|
/s/ PricewaterhouseCoopers Audit
|
|
PricewaterhouseCoopers Audit
|
March 23, 2018
|
Marseille, France
|