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Transactions with Related Parties
12 Months Ended
Dec. 31, 2017
Transactions with Related Parties [Abstract]  
Transactions with Related Parties

4. Transactions with Related Parties

The Partnership and its subsidiaries have related party transactions with CMTC which is a related party unit holder. The Partnership and its subsidiaries have also related party transactions with the Manager, arising from certain terms of the following three different types of management agreements.

 

 

1.

Fixed fee management agreement: At the time of the completion of its Initial Public Offering (“IPO”), the Partnership entered into an agreement with its Manager, according to which the Manager provides the Partnership with certain commercial and technical management services for a fixed daily fee per managed vessel which covers the commercial and technical management services, the respective vessels’ operating costs such as crewing, repairs and maintenance, insurance, stores, spares, and lubricants as well as the cost of the first special survey or next scheduled dry-docking, of each vessel. In addition to the fixed daily fees payable under the management agreement, the Manager is entitled to supplementary compensation for additional fees and costs (as defined in the agreement) of any direct and indirect additional expenses it reasonably incurs in providing these services, which may vary from time to time. For the years ended December 31, 2017, 2016 and 2015 management fees under the fixed fee management agreement amounted to $488, $981 and $3,221, respectively. The Partnership also pays a fixed daily fee per bareboat chartered vessel in its fleet, mainly to cover compliance and commercial costs, which include those costs incurred by the Manager to remain in compliance with the oil majors’ requirements, including vetting requirements;

 

 

2.

Floating fee management agreement: On June 9, 2011, the Partnership entered into an agreement with its Manager based on actual expenses per managed vessel. Under the terms of this agreement, the Partnership compensates its Manager for expenses and liabilities incurred on the Partnership’s behalf while providing the agreed services, including, but not limited to, crew, repairs and maintenance, insurance, stores, spares, lubricants and other operating costs. Costs and expenses associated with a managed vessel’s next scheduled dry docking are borne by the Partnership and not by the Manager. The Partnership also pays its Manager a daily technical management fee per managed vessel that is revised annually based on the United States Consumer Price Index. For the years ended December 31, 2017, 2016 and 2015 management fees under the floating fee management agreement amounted to $10,100, $8,865 and $7,477, respectively; and

 

 

3.

Crude management agreement: On September 30, 2011, the Partnership completed the acquisition of Crude Carriers Corp. and its subsidiaries (“Crude”). Three of the five crude tanker vessels that the Partnership acquired at the time of the completion of the merger with Crude continue to be managed under a management agreement entered into in March 2010 with the Manager, whose initial term expires on December 31, 2020. Under the terms of this agreement the Partnership compensates the Manager for all of its expenses and liabilities incurred on the Partnership’s behalf while providing the agreed services, including, but not limited to, crew, repairs and maintenance, insurance, stores, spares, lubricants and other operating and administrative costs. For the years ended December 31, 2017, 2016 and 2015 management fees under the crude management agreement amounted to $1,041, $1,020 and $1,010, respectively. Prior to January 1, 2017 the Partnership paid its Manager the following fees:

(a) a daily technical management fee per managed vessel that is revised annually based on the United States Consumer Price Index;

(b) a sale & purchase fee equal to 1% of the gross purchase or sale price upon the consummation of any purchase or sale of a vessel acquired/disposed by Crude; and

(c) a commercial services fee equal to 1.25% of all gross charter revenues generated by each vessel for commercial services rendered.

Effective from January 1, 2017 the Manager agreed to waive going forward (i) the sale and purchase fee equal to 1% of the gross purchase or sale price upon the consummation of any purchase or sale of the three vessels and (ii) the commercial services fee equal to 1.25% of all gross charter revenues generated by each of the three vessels for commercial services rendered. For the years ended December 31, 2016 and 2015, such commercial services amounted to $360 and $411, respectively, and are included in “Voyage expenses – related party” in the accompanying consolidated statements of comprehensive income.

The Manager has the right to terminate the Crude management agreement and, under certain circumstances, could receive substantial sums in connection with such termination. In March 2017 this termination fee was adjusted to $10,124 from $9,858.

All the above three agreements constitute the “Management Agreements” and the related management fees are included in “Vessel operating expenses – related party” in the accompanying consolidated statements of comprehensive income.

 

On April 4, 2007, the Partnership entered into an administrative services agreement with the Manager, pursuant to which the Manager has agreed to provide certain administrative management services to the Partnership such as accounting, auditing, legal, insurance, IT, clerical, and other administrative services. Also the Partnership reimburses the Manager and its general partner, Capital GP L.L.C. (the “CGP”) for reasonable costs and expenses incurred in connection with the provision of these services after the Manager submits to the Partnership an invoice for such costs and expenses, together with any supporting detail that may be reasonably required. These expenses are included in general and administrative expenses in the consolidated statements of comprehensive income. In January 2016, the Partnership amended the executive services agreement with CGP according to which CGP provides certain executive officers services for the management of the Partnership’s business as well as investor relation and corporate support services to the Partnership. For the years ended December 31, 2017, 2016 and 2015 such fees amounted to $1,688, $1,688 and $1,624, respectively, and are included in “General and administrative expenses” in the consolidated statements of comprehensive income.

Balances and transactions with related parties consisted of the following:

 

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheets

 

As of
December 31,
2017

 

 

As of
December 31,
2016

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Manager – payments on behalf of the Partnership (a)

 

$

13,218

  

 

$

15,126

  

Management fee payable to CSM (b)

 

 

1,016

  

 

 

969

  

 

 

 

 

 

 

 

 

 

Due to related parties

 

$

14,234

  

 

$

16,095

  

Deferred revenue – current (e)

 

 

2,829

  

 

 

2,925

  

 

 

 

 

 

 

 

 

 

Total liabilities

 

$

17,063

  

 

$

19,020

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

For the year ended

December 31,

 

Consolidated Statements of Income

  

2017

 

  

2016

 

  

2015

 

Revenues (c)

  

$

44,653

  

  

$

36,026

  

  

$

63,731

  

Voyage expenses

  

 

-

  

  

 

360

  

  

 

411

  

Vessel operating expenses

  

 

11,629

  

  

 

10,866

  

  

 

11,708

  

General and administrative expenses (d)

  

 

1,983

  

  

 

2,076

  

  

 

2,569

  

(a) Manager—Payments on Behalf of the Partnership: This line item represents the amount outstanding for payments for operating and voyage expenses made by the Manager on behalf of the Partnership and its subsidiaries.

(b) Management fee payable to CSM : The amount outstanding as of December 31, 2017 and 2016 represents the management fee payable to CSM as a result of the Management Agreements the Partnership entered into with the Manager.

 

(c) Revenues: The following table includes information regarding the charter agreements that were in place between the Partnership and CMTC and its subsidiaries during 2017 and 2016.

 

 

 

 

 

 

 

 

 

 

Vessel Name

  

Time
Charter (TC)
in years

  

Commencement of
Charter

  

Termination or
earliest expected
redelivery

  

Gross (Net) Daily
Hire Rate

M/T Agisilaos

  

1.0

  

09/2015

  

06/2016

  

$14.5 ($14.3)

M/T Arionas

  

1.2

  

12/2014

  

01/2016

  

$15.0 ($14.8)

M/T Arionas

 

1.0

 

01/2017

 

02/2018

 

$11.0 ($10.9)

M/T Amore Mio II

  

0.9

  

08/2016

  

09/2017

  

$21.0 ($20.7)

M/T Akeraios

  

2.0

  

03/2015

  

04/2016

  

$15.6 ($15.4)

M/T Apostolos

  

2.0

  

04/2015

  

01/2016

  

$15.6 ($15.4)

M/T Anemos I

  

1.0

  

06/2015

  

01/2016

  

$17.3 ($17.0)

M/T Aristotelis

  

1.1 to 1.3

  

12/2015

  

12/2016

  

$19.0 ($18.8)

M/T Aristotelis

 

1.0

 

01/2017

 

02/2018

 

$13.8 ($13.6)

M/T Ayrton II

  

2.0

  

02/2016

  

02/2018

  

$18.0 ($17.8)

M/T Miltiadis M II

  

0.6

  

09/2015

  

05/2016

  

$35.0 ($34.6)

M/T Miltiadis M II

  

0.9

  

08/2016

  

08/2017

  

$25.0 ($24.7)

M/T Miltiadis M II

 

0.8 to 1.0

 

10/2017

 

08/2018

 

$18.0 ($18.0)

M/T Amadeus

  

2.0

  

06/2015

  

08/2017

  

$17.0 ($16.8)

M/T Atlantas II

  

1.0

  

10/2016

  

12/2017

  

$13.0 ($12.8)

Μ/Τ Amoureux

 

1.0

 

04/2017

 

03/2018

 

$22.0 ($22.0)

M/T Aktoras

 

0.8 to 1.0

 

09/2017

 

01/2018

 

$11.0 ($10.9)

M/T Aiolos

 

0.8 to 1.0

 

09/2017

 

07/2018

 

$11.0 ($10.9)

M/T Amor

 

0.2

 

09/2017

 

01/2018

 

$14.0 ($13.8)

(d) General and administrative expenses: This line item mainly includes fees relating to internal audit, investor relations and consultancy fees.

(e) Deferred Revenue: As of December 31, 2017 and 2016 the Partnership had received cash in advance for charter hire relating to revenue earned in a subsequent period from CMTC.