Transactions with Related Parties | 4. Transactions with Related Parties On July 27, 2015, the Company proceeded with the sale and transfer of all of the issued and registered shares of the vessel-owning subsidiaries of the M/V Dream Seas, the M/V Gentle Seas, the M/V Peaceful Seas and the M/V Friendly Seas to an entity controlled by Mr. Michael Bodouroglou, the Company's Chairman, President, Chief Executive Officer and Interim Chief Financial Officer based on a mutually agreed value of $63,200,000 (refer to Note 6). The following transactions with related parties occurred during the years ended December 31, 2013, 2014 and 2015: (a) Allseas: 2013 2014 2015 Included in Commissions Charter hire commissions $750,533 $708,153 $- Included in Vessel operating expenses Superintendent fees $399,626 $481,200 $580,119 Included in Dry-docking expenses Superintendent fees $109,248 $123,840 $71,057 Management fees - related party Management fees $4,104,271 $4,628,813 $4,139,724 Financial accounting and reporting services 720,361 $757,442 $700,012 Loretto agreement 1,049,784 $880,015 $755 Total Management fees $5,874,416 $6,266,270 $4,840,491 Included in General and administrative expenses Administrative fees $38,598 $37,746 $32,843 Executive services fees $7,582,634 $5,689,152 $3,203,195 Included in (Gain) / loss from sale of assets Vessel sale & purchase commissions $- $745,000 $- Superintendent fees $- $- $17,079 Included in Loss from contract cancellation (Hull 656) Technical management and superintendent fees $444,421 $- $- The following amounts charged by Allseas were capitalized and are included in vessels cost and advances for vessels under construction in the accompanying 2014 consolidated balance sheet: technical management and superintendent fees relating to newbuilding vessels (refer to 5-Newbuilding Supervision Agreement), and vessel purchase commissions, which in the aggregate amounted to $3,804,918. During the year ended December 31, 2015, Allseas charged technical management and superintendent fees relating to newbuilding vessels of $1,845,161, which were capitalized and are included in advances for vessels under construction in the accompanying 2015 consolidated balance sheet. In January 2015, the Company's vessel owning subsidiaries signed amended and restated management agreements with Allseas, according to which a portion of the services that were previously provided by Allseas have been ceased. Pursuant to the terms of the amended and restated management agreements, effective January 2015, Allseas is no longer providing chartering and sale and purchase services, and as such the fees related to these services have been terminated. More specifically, the commissions representing the 1.25% of the gross freight, demurrage and charter hire collected from the employment of the vessels (“Charter Hire Commission”), and the 1.00% of the price of any vessel bought, constructed or sold on behalf of the Company, calculated in accordance with the relevant memorandum of agreement (“Vessel Commission”) are no longer payable to Allseas. (1) Ship-Owning Company Management Agreements (i) Management Services (ii) Pre-Delivery Services - (iii) Superintendent Services (2) Accounting Agreement (3) Tripartite Agreement between the Company, Allseas and Loretto Finance Inc. In connection with the at-the-market offering of up to $4,000,000 of Class A common shares discussed in Note 11, effective December 18, 2015, 190 Class A common shares were granted to Loretto. The fair value of such shares based on the average of the high-low trading price of the shares on December 18, 2015 was recorded as share based compensation and is included in Management fees - related party in the accompanying consolidated statement of comprehensive loss for the year ended December 31, 2015. (4) Administrative Service Agreement - (5) Newbuildings Supervision Agreement (6) Compensation Agreement (7) Executive Services Agreement Each month, the Company funds a payment to Allseas to cover working capital needs equal to one month of estimated operating expenses. At each balance sheet date, the excess of the amount funded to Allseas over payments made by Allseas for operating expenses is reflected as Due from related parties. As of December 31, 2014, and 2015, $843,510 and $220,568, respectively, was due from Allseas. (b) Seacommercial: Charter hire commissions charged by Seacommercial for the year ended December 31, 2015, amounted to $437,817 and are included in Commissions in the 2015 consolidated statement of comprehensive loss. In the third quarter of 2015, following the sale of all of the issued and registered shares of the vessel-owning subsidiaries of the M/V Dream Seas, M/V Gentle Seas, M/V Peaceful Seas and M/V Friendly Seas to an entity controlled by Mr. Michael Bodouroglou as discussed above, the Company proceeded with the payment of 1.00% Vessel Commission, or $632,000, to Seacommercial, which is included in Loss related to vessels held for sale in the 2015 consolidated statement of comprehensive loss. In addition, an amount of $143,050 relating to 1.00% Vessel Commission on the sale of vessels M/V Pearl Seas, M/V Kind Seas, M/V Calm Seas and M/V Deep Seas is included in Loss related to vessels held for sale and paid to Seacommercial in January 2016 following the delivery of vessels to their new owners. In December 2015, following the sale of the M/V Sapphire Seas and the M/V Diamond Seas discussed in Note 6, the Company proceeded with the payment of a 1.00% Vessel Commission, or $70,000, to Seacommercial, which is included in (Gain) / loss from sale of assets. As of December 31, 2015, the amount due to Seacommercial was $12,104. (c) Granitis Glyfada Real Estate Ltd. ("Granitis") - Leasing: (d) Crewcare Inc. (“Crewcare”): (1) Manning Agency Agreements (2) Cadetship Program Agreements The balances due to Crewcare amounted to $166,354 and $1,247,676 as of December 31, 2014 and 2015, respectively. (e) Box Ships Inc.: On May 27, 2011, the Company granted Box Ships an unsecured loan of $30,000,000. The loan bore interest at LIBOR plus a margin of 4.00%. As of December 31, 2012, the outstanding loan balance due from Box Ships was $14,000,000. On February 28, 2013, Box Ships prepaid an amount of $1,000,000 and reduced the outstanding balance of the respective loan to $13,000,000. In addition, on March 11, 2013, the Company agreed to amend certain terms of the loan agreement. Pursuant to the amended agreement, the Company agreed to extend the maturity of the loan for one year, from April 19, 2013 to April 19, 2014. During the remaining term of the loan, Box Ships was required to make quarterly principal installments in the amount of $1,000,000 each, with a final balloon payment of $9,000,000 due on the maturity date. In consideration for the amendment of the loan agreement, Box Ships agreed to pay an amendment fee of $65,000, which is included in Interest income in the accompanying consolidated statement of comprehensive loss for the year ended December 31, 2013, and to increase the margin from 4.00% to 5.00%. In April 2013, Box Ships paid the amendment fee of $65,000. Pursuant to the amended loan agreement, on April 19, 2013 and on July 19, 2013, Box Ships proceeded with the first two quarterly principal installment payments of $1,000,000 each. In addition, on August 5, 2013, Box Ships prepaid an amount of $5,000,000 and reduced the outstanding balance of the respective loan to $6,000,000, which was fully repaid on October 18, 2013. For the year ended December 31, 2013, interest charged on the respective loan amounted to $439,326. |