Transactions with Related Parties | 4. Transactions with Related Parties As of December 31, 2015, the Company did not take delivery of the Ultramax newbuilding drybulk carrier with Hull number DY4050 from Yangzhou Dayang Shipbuilding Co. Ltd., or Dayang, that was scheduled to be delivered in the fourth quarter of 2015. Furthermore, the Company sent to Dayang notices for the cancellation of the Ultramax newbuilding drybulk carrier with Hull number DY4052 that was scheduled to be delivered at the end of December 2015. Dayang rejected such cancellation notices and related arbitration proceedings commenced in London thereafter. In May 2016, the Company received notice from Dayang to take delivery of Hull number DY4050. On May 24, 2016, Dayang sent a default notice for Hull number DY4050 to the Company and it commenced arbitration proceedings. The Company lacked the resources to undertake potential liabilities and litigation risks and costs associated with the delivery of vessels and on June 6, 2016, it entered into an agreement with Allseas, pursuant to which Allseas agreed to write-off approximately $2,000,000 in amounts due from the Company, waived fees for certain services it provided to the Company and assumed all contractual obligations under the shipbuilding contracts with Dayang in relation to the construction of the Ultramax newbuilding drybulk carriers with Hull numbers DY4050 and DY4052 in return for 550,000 of the Company’s Class A common shares, which were issued to Loretto. Further to the above transaction, the following transactions with related parties occurred during the years ended December 31, 2014, 2015 and 2016: (a) Allseas: 2014 2015 2016 Included in Commissions Charter hire commissions $ 708,153 $ - $ - Included in Vessel operating expenses Superintendent fees $ 481,200 $ 580,119 $ - Included in Dry-docking expenses Superintendent fees $ 123,840 $ 71,057 $ - Management fees - related party Management fees $ 4,628,813 $ 4,139,724 $ 416,602 Financial accounting and reporting services $ 757,442 $ 700,012 $ 158,656 Loretto agreement $ 880,015 $ 755 $ - Total Management fees $ 6,266,270 $ 4,840,491 $ 575,258 Included in General and administrative expenses Administrative fees $ 37,746 $ 32,843 $ 22,219 Executive services fees $ 5,689,152 $ 3,203,195 $ 444,047 Included in (Gain) / loss from sale of assets Vessel sale & purchase commissions $ 745,000 $ - $ - Superintendent fees $ - $ 17,079 $ 66,053 Included in Impairment loss Newbuildings supervision and superintendent fees $ - $ - $ 198,487 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 were 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 ceased. Pursuant to the terms of the amended and restated management agreements, effective January 2015, Allseas no longer provided chartering and sale and purchase services, and as such the fees related to these services were 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”) were no longer payable to Allseas. (1) Ship-Owning Company Management Agreements (i) Management Services (ii) Pre-Delivery Services – (iii) Superintendent Services Following the sale of the last of the Company’s vessels during 2016, the respective management agreements were terminated. (2) Accounting Agreement (3) Tripartite Agreement between the Company, Allseas and Loretto Finance Inc. (4) Administrative Service Agreement - (5) Newbuildings Supervision Agreement (6) Compensation Agreement (7) Executive Services Agreement As of December 31, 2015, $220,568 was due from Allseas, while as of December 31, 2016, $176,164 was due to Allseas. (b) Seacommercial: Charter hire commissions charged by Seacommercial for the years ended December 31, 2015 and 2016, amounted to $437,817 and $24,931, respectively, and are included in Commissions in the consolidated statements of comprehensive income / (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, 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 consolidated statements of comprehensive income / (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, 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 and 2016, the amounts due to Seacommercial were $12,104 and $0, respectively. Following the sale of the last of the Company’s vessels during 2016, the brokerage services agreements were terminated. (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 $1,247,676 and $161,740 as of December 31, 2015 and 2016, respectively. Following the sale of the last of the Company’s vessels during 2016, the manning and cadetship program agreements were terminated. (e) Milia Shipping Co. (“Milia”): (i) Chartering Commissions (ii) Sale & Purchase Commissions Commercial services fees charged by the Company for the year ended December 31, 2016 amounted to $6,157 and are separately reflected in Commercial services fees – related party in the consolidated statements of comprehensive income / (loss). As of December 31, 2016, the amount due from Milia was $6,157 and is separately reflected in Due from related parties in the 2016 consolidated balance sheet. |