UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13A-16 OR 15D-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934

For the month of August 2018

Commission File Number:  000-29106

GOLDEN OCEAN GROUP LIMITED.
(Translation of registrant's name into English)

Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ]     Form 40-F [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ________.

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ________.

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.





INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached hereto as Exhibit 99.1 to this Report on Form 6-K are the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the unaudited condensed consolidated interim financial statements and related information and data of Golden Ocean Group Limited (the “Company”) for the six months ended June 30, 2018.

This Report on Form 6-K is hereby incorporated by reference into the Company's Registration Statements on Form F-3 (File Nos. 333-211365 and 333-219715) filed with the U.S. Securities and Exchange Commission with an effective date of July 21, 2016 and August 14, 2017, respectively.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
Matters discussed in this Report on Form 6-K, and the documents incorporated by reference herein, may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements, which include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.
We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection with this safe harbor legislation. This Form 6-K and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect," "will" and similar expressions identify forward-looking statements.
The forward-looking statements in this Form 6-K, and the documents incorporated by reference herein, are based upon various assumptions, including, without limitation, management's examination of historical operating trends, data contained in our records and data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
All statements in this document that are not statements of historical fact are forward-looking statements. Forward-looking statements include, but are not limited to, such matters as:
our future operating or financial results;
our continued borrowing availability under our debt agreements and compliance with the covenants contained therein;
our ability to procure or have access to financing, our liquidity and the adequacy of cash flows for our operations;
our ability to successfully employ our dry bulk vessels;
changes in our operating expenses, including bunker prices, dry docking and insurance costs;
our ability to fund future capital expenditures and investments in the construction, acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue);
planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including drydocking, surveys, upgrades and insurance costs;
risks associated with any future vessel construction;
our expectations regarding the availability of vessel acquisitions and our ability to complete acquisition transactions planned;
vessel breakdowns and instances of off-hire;
potential conflicts of interest involving members of our board of directors and senior management;
potential liability from pending or future litigation;
potential exposure or loss from investment in derivative instruments;
general dry bulk shipping market trends, including fluctuations in charter hire rates and vessel values;
changes in supply and demand in the dry bulk shipping industry, including the market for our vessels and the number of newbuildings under construction;
the strength of world economies;
stability of Europe and the Euro;
fluctuations in interest rates and foreign exchange rates;
changes in seaborne and other transportation;
changes in governmental rules and regulations or actions taken by regulatory authorities;
general domestic and international political and geopolitical conditions;



any further changes in U.S. trade policy that could trigger retaliatory actions by affected countries;
potential disruption of shipping routes due to accidents or political events; and
other factors discussed in "Item 3.D. Risk Factors" in our Annual Report on Form 20-F for the year ended December 31, 2017 filed with the Commission on March 21, 2018.

In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Form 6-K and the documents incorporated by reference herein, might not occur, and our actual results could differ materially from those anticipated in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement contained in this Form 6-K, and the documents incorporated by reference herein, whether as a result of new information, future events or otherwise, except as required by law.





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
 
 
GOLDEN OCEAN GROUP LIMITED
(registrant)
 
 
 
 
Date:
August 23, 2018
 
By:
/s/ Per Heiberg
 
 
 
 
Name: Per Heiberg
 
 
 
 
Title: Principal Financial Officer
 
 
 
 
 
 
 
 





EXHIBIT 99.1
 
As used herein, "we," "us," "our", "Golden Ocean" and the "Company" all refer to Golden Ocean Group Limited and its subsidiaries. The following presentation of management's discussion and analysis of financial condition and results of operations for the six month periods ended June 30, 2018 and 2017 should be read in conjunction with our unaudited condensed consolidated interim financial statements and related notes thereto included elsewhere herein, which have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP").

The term deadweight ton, or dwt, is used in describing the size of vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry.

We own and operate dry bulk vessels of the following sizes:
Newcastlemax, which are vessels with carrying capacities of between 200,000 dwt and 210,000 dwt;
Capesize, which are vessels with carrying capacities of between 100,000 dwt and 200,000 dwt;
Panamax, which are vessels with carrying capacities of between 65,000 and 100,000 dwt; and
Ultramax, which are vessels with carrying capacities of between 55,000 and 65,000 dwt.

Unless otherwise indicated, all references to “USD” and “$” in this report are to, and amounts are represented in, U.S. dollars.

The below discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth in the section "Risk Factors" included in the Company's Annual Report on Form 20-F filed for the fiscal year ended December 31, 2017.

Management's Discussion and Analysis of Financial Condition and Results of Operations

General

On September 18, 1996, we were incorporated in Bermuda under the name Knightsbridge Tankers Limited as an exempted company pursuant to the Bermuda Companies Act 1981. In October 2014, we changed our name to Knightsbridge Shipping Limited. On March 31, 2015, we completed a merger with Golden Ocean Group Limited and subsequently changed our name to Golden Ocean Group Limited. Our registered and principal executive offices are located at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda, and our telephone number at this location is +1 (441) 295-6935.

Our common shares currently trade on the NASDAQ Global Select Market and the Oslo Stock Exchange under the ticker code "GOGL".

We own and operate dry bulk carriers primarily consisting of Newcastlemax, Capesize, Panamax and Ultramax vessels. Our vessels transport a broad range of major and minor bulk commodities, including ores, coal, grains and fertilizers, along worldwide shipping routes. We operate through subsidiaries located in Bermuda, Liberia, Norway and Singapore. We are also involved in the charter, purchase and sale of vessels.

As of June 30, 2018, we owned 68 dry bulk vessels, of which one Panamax vessel has been agreed sold and was delivered to its new owner in August 2018. In addition, we had ten vessels chartered-in (of which eight are chartered in on operating leases from Ship Finance International Limited, one chartered in on an operating lease from an unrelated third party and one chartered in on a capital lease from an unrelated third party). Each vessel is operated by one of our subsidiaries and is flagged either in the Marshall Islands, Hong Kong or Panama.

Results of Operations
Six-months ended June 30, 2018 compared to the six-months ended June 30, 2017

Operating revenues

5



 
Six Months Ended June 30,
 
 
Change
(in thousands of $)
2018

2017

 
$

Time charter revenues
159,645

85,175

 
74,470

Voyage charter revenues
130,021

95,821

 
34,200

Other revenues
1,165

661

 
504

Total operating revenues
290,831

181,657

 
109,174


Time charter revenues increased by $74.5 million in the six months ended June 30, 2018 compared to the six months ended June 30, 2017 primarily due to:

an increase of $37.9 million attributable to improved rates for our vessels that were in our fleet as of June 30, 2017, some of which traded under index-linked and short-term time charters during the six months ended June 30, 2018,
an increase of $30.3 million attributable to vessels acquired from Quintana Shipping Ltd. ("Quintana") and affiliates of Hemen Holding Limited ("Hemen"), some of which traded on time charters during the six months ended June 30, 2018,
an increase of $12.7 million attributable to the Capesize newbuildings delivered after June 30, 2017 some of which traded on time charters during the six months ended June 30, 2018, and
an increase of $2.5 million attributable to a reduction in amortization of certain acquired charter party contracts, fully amortized in 2017.

These factors were partially offset by a decrease of $8.9 million attributable to six Ultramax vessels sold during the fourth quarter of 2017.

Voyage charter revenues increased by $34.2 million in the six months ended June 30, 2018 compared to the six months ended June 30, 2017 primarily due to:

an increase of $23.4 million attributable to increased charter-in activity and improved rates of third party vessels, some of which traded on voyage charters during the six months ended June 30, 2018,
an increase of $19.3 million attributable to vessels that were acquired from Quintana and affiliates of Hemen, some of which traded on voyage charters during the six months ended June 30, 2018, and
a net increase of $4.5 million attributable to the Capesize newbuildings delivered after June 30, 2017, some of which traded on voyage charters during the six months ended June 30, 2018.

These factors were partially offset by a decrease of $13.0 million as a result of decreased voyage charter activity from vessels that were in our fleet as of June 30, 2017.

Other revenues increased by $0.5 million in the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 primarily due to a reduction in provisions for bad debt.

Other operating income (expenses), net
 
Six Months Ended June 30,
 
 
Change
(in thousands of $)
2018

2017

 
$

Other operating income (expenses), net
1,049

2,993

 
(1,944
)

The decrease in other operating income (expenses) is primarily related to a decrease in net income from our revenue sharing agreement with Capesize Chartering Ltd. for several of our Capesize vessels.

Gain on sale of assets and amortization of deferred gains
 
Six Months Ended June 30,
 
 
Change
(in thousands of $)
2018

2017

 
$

Gain on sale of assets and amortization of deferred gains
129

128

 
1


Gain on sale of assets and amortization of deferred gains in the current period is primarily attributable to amortization of the deferred gain arising on the sale and leaseback of eight Capesize vessels in the third quarter of 2015.


6



Voyage expenses and commissions
 
Six Months Ended June 30,
 
 
Change
(in thousands of $)
2018

2017

 
$

Voyage expenses and commissions

63,445

55,011

 
8,434


Voyage expenses and commissions increased by $8.4 million in the six months ended June 30, 2018 compared to the six months ended June 30, 2017 primarily due to:

an increase of $10.3 million attributable to vessels acquired from Quintana and affiliates of Hemen, some of which traded on voyage charters during the first six months of 2018,
an increase of $6.5 million attributable to increased charter-in activity of third party vessels, some of which traded on voyage charters during the first six months of 2018, and
an increase of $2.6 million attributable to the Capesize newbuildings delivered after June 30, 2017, some of which traded on voyage charters during the first six months of 2018.

These factors were partially offset by:
a decrease of $10.2 million from a reduced number of our vessels that were in our fleet as of June 30, 2017 that traded on voyage charters during the first six months of 2018 compared to the same period in 2017, and
a decrease of $0.8 million attributable to the six Ultramax vessels sold in 2017.

Ship operating expenses
 
Six Months Ended June 30,
 
 
Change
(in thousands of $)
2018

2017

 
$

Ship operating expenses
76,429

58,608

 
17,821



Ship operating expenses increased by $17.8 million in the six months ended June 30, 2018 compared to the six months ended June 30, 2017 primarily due to:

an increase of $13.2 million attributable to the 18 vessels acquired from Quintana and affiliates of Hemen,
an increase of $4.4 million attributable to the six Capesize newbuildings delivered after June 30, 2017, and
an increase of $5.0 million, including $0.7 million in increased dry docking expenses, attributable to vessels that were in our fleet as of June 30, 2017.

These factors were partially offset by a decrease of $4.8 million attributable to the six Ultramax vessels sold in 2017.

Charter hire expenses
 
Six Months Ended June 30,
 
 
Change
(in thousands of $)
2018

2017

 
$

Charter hire expenses
46,698

29,454

 
17,244



Charter hire expenses increased by $17.2 million in the six months ended June 30, 2018 compared to the six months ended June 30, 2017 primarily as a result of increased short-term trading activity. 37 vessels were chartered in short-term during the six months ended June 30, 2018 compared with 28 vessels during the six months ended June 30, 2017, representing an increase of $17.1 million in charter hire expenses.


 

Administrative expenses

7



 
Six Months Ended June 30,
 
 
Change
(in thousands of $)
2018

2017

 
$

Administrative expenses
7,357

6,128

 
1,229


Administrative expenses increased by $1.2 million in the six months ended June 30, 2018 compared to the six months ended June 30, 2017 primarily due to an increase in personnel related expenses of $1.0 million and other administrative expenses of $0.2 million.

Impairment loss on vessels
 
Six Months Ended June 30,
 
 
Change
(in thousands of $)
2018

2017

 
$

Impairment loss vessels
1,080


 
1,080


The impairment loss on vessels in the six months ended June 30, 2018 relates to one Panamax vessel classified as held for sale as of June 30, 2018 and delivered to its new owner in August 2018.

Depreciation
 
Six Months Ended June 30,
 
 
Change
(in thousands of $)
2018

2017

 
$

Depreciation
45,470

35,984

 
9,486


Depreciation increased by $9.5 million in the six months ended June 30, 2018 compared to the six months ended June 30, 2017 primarily due to:

an increase of $7.1 million related to the 18 vessels acquired from Quintana and affiliates of Hemen, and
an increase of $4.9 million attributable to the six Capesize newbuildings delivered after June 30, 2017.

This was partially offset by a decrease of $2.5 million attributable to the sale of six Ultramax vessels in the fourth quarter of 2017.

Interest income
 
Six Months Ended June 30,
 
 
Change
(in thousands of $)
2018

2017

 
$

Interest income
3,156

830

 
2,326


Interest income increased by $2.3 million in the six months ended June 30, 2018 compared to the six months ended June 30, 2017 primarily due to our increased cash position during this period at higher interest rates.

Interest expense
 
Six Months Ended June 30,
 
 
Change
(in thousands of $)
2018

2017

 
$

Interest on fixed rate debt
2,807

3,088

 
(281
)
Interest on floating rate debt
26,061

17,015

 
9,046

Interest on related party debt
1,338

26

 
1,312

Capital lease interest expense
400

585

 
(185
)
Commitment fees
170

727

 
(557
)
Amortization of deferred charges
728

691

 
37

Amortization of fair value adjustments as a result of the Merger
5,003

4,986

 
17

 
36,507

27,118

 
9,389



8



Interest expense increased by $9.4 million in the six months ended June 30, 2018 compared to the six months ended June 30, 2017 primarily due to:

an increase of $9.0 million on the floating rate debt, which is mainly due to the following:
an increase of $4.9 million attributable to a full six months of interest under the $73.4 million, $80.2 million and $102.7 million facilities related to the 14 vessels acquired from Quintana in 2017,
a net increase of $4.1 million mainly related to a net increase of outstanding debt following $175 million in drawdowns under the $425 million term loan facility in connection with six newbuilding deliveries since June 30, 2017, and to increased interest rates due to an increase in LIBOR of about 100 basis points, and
an increase of $1.3 million of interest on related party debt in connection with four vessels acquired from affiliates of Hemen.

These factors were partially offset by a decrease in commitment fees of $0.6 million, reduction of $0.3 million of interest on fixed rate debt following repurchases of an aggregate $28.4 million in our convertible bond since June 30, 2017 and a decrease of $0.2 million on capital lease interest expense.

Equity results of associated companies
 
Six Months Ended June 30,
 
 
Change
(in thousands of $)
2018

2017

 
$

Equity results of associated companies
325

243

 
82



Equity results of associated companies increased by $0.1 million in the six months ended June 30, 2018 compared to the six months ended June 30, 2017. This was primarily due to increased earnings from trading activity in one of our joint venture companies.

Gain (loss) on derivatives
 
Six Months Ended June 30,
 
 
Change
(in thousands of $)
2018

2017

 
$

Gain (loss) on derivatives
7,931

(3,796
)
 
11,727


The gain (loss) on derivatives increased by $11.7 million in the six months ended June 30, 2018 compared to the six months ended June 30, 2017 primarily due to a positive change in the fair value of our interest rate swaps and bunker derivatives of $13.8 million and $1.0 million, respectively. This was partially offset by increased loss from our forward freight derivatives of $2.8 million.

Other financial items
 
Six Months Ended June 30,
 
 
Change
(in thousands of $)
2018

2017

 
$

Other financial items
(747
)
455

 
(1,202
)


Other financial items primarily comprise bank charges, realized and unrealized foreign exchange differences, fair value changes from marketable equity securities and losses related to repurchases of our convertible bond.

Other financial items decreased by $1.2 million in the six months ended June 30, 2018 compared to the six months ended June 30, 2017 primarily due to:
a $0.6 million loss related to the change in fair value of marketable equity securities,
a $0.5 million loss related to the acquisitions of $19.0 million notional value of our convertible bond, and
a net decrease of $0.5 million in cash distribution from marketable securities.

This was partially offset by a decrease of $0.4 million related to bank charges.

Recent Accounting Pronouncements
 
For information regarding recently adopted and recently issued accounting standards applicable to us, see Note 3, Recently Issued

9



Accounting Standards, to the unaudited interim condensed consolidated financial statements in this report.

LIQUIDITY AND CAPITAL RESOURCES

We operate in a capital-intensive industry and have historically financed our purchase of vessels through a combination of equity capital and borrowings from commercial banks, as well as issuance of convertible bonds. Our ability to generate adequate cash flows on a short and medium term basis depends substantially on the trading performance of our vessels in the market. Periodic adjustments to the supply of and demand for dry bulk vessels cause the industry to be cyclical in nature.

We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short and medium term liquidity.

Our funding and treasury activities are conducted within corporate policies to increase investment returns while maintaining appropriate liquidity for our requirements. Cash and cash equivalents are held primarily in U.S. dollars with some balances held in Norwegian Kroner and Singapore dollars.

Our short-term liquidity requirements relate to payment of operating costs (including drydocking), funding working capital requirements, repayment of debt financing, lease payments for our chartered in fleet and maintaining cash reserves against fluctuations in operating cash flows and payment of cash distributions. Sources of short-term liquidity include cash balances, restricted cash balances, short-term investments and receipts from customers. Restricted cash balances are primarily related to the minimum cash covenant in our loan agreements and to margin calls on derivative positions or minor amounts secured for tax payments or for claims processes.

As of June 30, 2018 and December 31, 2017, we had cash, cash equivalents and restricted cash of $321.7 million and $372.0 million, respectively.

Our wholly-owned non-recourse subsidiary that owns the 14 vessels acquired from Quintana in 2017 is prohibited from paying dividends to us without lenders' consent.

Other significant transactions subsequent to June 30, 2018, impacting our cash flows include the following:

In July 2018, we drew down the remaining $17.0 million under our new $120.0 million loan facility.
In July 2018, we paid $4.8 million in connection with our acquisitions in our convertible bond.
In August 2018, we delivered the Golden Eminence to its new owner. The transaction resulted in net proceeds of $5.7 million following repayment of associated debt financing on the vessel.
In August 2018, our Board of Directors determined to announce a cash dividend to our shareholders of $0.10 per share payable in September 2018.

We believe that cash on hand, expected cash flows from operations and borrowings under our current credit facilities will be sufficient to fund our requirements for, at least, the 12 months from the date of this interim report.

Medium to Long-term Liquidity and Cash Requirements

Our medium and long-term liquidity requirements include funding the equity portion of investments in new vessel equipment, and the repayment of bank and bond loans. Additional sources of funding for our medium and long-term liquidity requirements could include new loans, refinancing of existing arrangements, equity issues, public and private debt offerings, vessel sales, sale and leaseback arrangements and other asset sales.

Cash Flows

The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated.

10



 
 
Six Months Ended June 30,
 
(in thousands of $)
 
2018

2017

Net cash provided by (used in) operating activities

 
62,197

10,547

Net cash provided by (used in) investing activities

 
(152,096
)
(123,662
)
Net cash provided by (used in) financing activities

 
39,576

37,289

Net change in cash, cash equivalents and restricted cash


 
(50,323
)
(75,826
)
Cash, cash equivalents and restricted cash at beginning of period


 
371,984

267,054

Cash, cash equivalents and restricted cash at end of period

 
321,661

191,228


Operating Activities
We have significant exposure to the spot market as only 20 of our vessels were fixed on long term time charter contracts during the six months ended June 30, 2018, and at the date of this report, we have 16 vessels on fixed rate time charter contracts with initial contract duration of more than eleven months. In addition, from time to time we may also enter into Forward Freight Agreements, or FFAs, to hedge our exposure to the charter market for a specified route and period of time. The revenues and net operating income are therefore dependent on the earnings in the spot market.

Revenues from time and bareboat charters are generally received monthly or bi-weekly in advance while revenues from voyage charters are received on negotiated terms for each voyage, normally 90/95% after completed loading and the remaining after completed discharge.

Net cash provided by operating activities in the six months ended June 30, 2018 was $62.2 million compared with $10.5 million in the six months ended June 30, 2017. As a substantial part of our fleet trade on either voyage charters or index linked time charter contracts, we are significantly exposed to the spot market. Therefore, our spot market exposure contributes to volatility in cash flows from operating activities. Any increase or decrease in the average rates earned by our vessels in periods subsequent to June 30, 2018, compared with the actual rates achieved during the first six months of 2018, will as a consequence have a positive or negative comparative impact on the amount of cash provided by operating activities.

Based on the current level of operating expenses, debt repayments, interest expenses and general and administrative costs, the average cash breakeven rates on a time charter equivalent (TCE) basis are (i) approximately $14,200 per day for our Capesize vessels and (ii) approximately $9,900 per day for our Panamax vessels. As of August 22, 2018, average spot rates year to date were as follows: Capesize vessels approximately $16,500 per day and Panamax vessels approximately $11,200 per day.

Investing Activities

Net cash used in investing activities was $152.1 million in the six months ended June 30, 2018 and was comprised primarily of:

payments of an aggregate of $147.6 million in final installments, including predelivery costs, on delivery of five Capesize newbuildings,
payment of $4.5 million in connection with the acquisition of one Capesize vessel, and
payment of $1.2 million in other fixed assets.

This was partially offset by:

proceeds of $0.5 million from our seller credit receivable, and
proceeds of $0.2 million from sale of marketable securities and $0.5 million from other investing activities.

Net cash used in investing activities was $123.7 million in the six months ended June 30, 2017 and was comprised primarily of:

payments of $103.1 million in final installments on delivery of two Capesize and two Ultramax newbuildings,
payments of $19.5 million in installments for the six newbuildings then under construction, and
investments of an additional $1.0 million in one of our associated companies and $0.1 million in other fixed assets.

Financing Activities

11




Net cash provided by financing activities was $39.6 million in the six months ended June 30, 2018 and was comprised primarily of:

$253.0 million in proceeds from drawdowns of $150.0 million from our $425 million term loan facility in connection with the delivery of five Capesize newbuildings and $103.0 million in drawdowns from our new $120 million term loan facility, and
net proceeds of $0.2 million from 50,000 shares issued in relation to our 2016 share option plan.

This was partially offset by:

repayments of $181.1 million, representing repayments of $58.3 million at maturity under our $34.0 million and $82.5 million loan facilities, prepayment of the full outstanding amounts under our related party seller credit loans of $65.5 million, repayments of $11.6 million under the cash sweep mechanism of the non-recourse loans financing the vessels acquired from Quintana in 2017, repayments of $30.4 million in ordinary installments and $15.3 million in payments from repurchases in our convertible bond,
distributions of $28.9 million in cash dividends to our shareholders, and
repayments of $2.5 million in finance lease obligations and $1.2 million in debt issuance costs.

Net cash provided by financing activities was $37.3 million in the six months ended June 30, 2017 and was comprised primarily of:

$50.0 million in proceeds from drawdowns of our $425 million term loan facility in connection with the delivery of two Capesize newbuildings, and
net proceeds of $58.2 million from equity offering completed in March 2017, consisting of $60.0 million in gross proceeds and issue costs of $1.8 million.

This was partially offset by:

repayments of $54.0 million, representing the full accumulated deferred installments under the recourse bank debt as of March 31, 2017 by triggering the cash sweep mechanism put in place during our first quarter 2016 restructuring, and
repayments of $14.5 million of the non-recourse bank debt in connection with the acquisition of vessels from Quintana, and
repayments of $2.4 million in finance lease obligations.

Borrowing Activities
In May 2018, we entered into a new $120 million loan facility to refinance 10 vessels and an aggregate of $58.3 million due under two loan facilities maturing in 2018 and seller credit loans of $65.5 million. The facility has a seven-year tenor, will be repaid in quarterly installments based on a 20-year age profile, and bears interest of LIBOR plus a margin of 2.25%. During the second quarter of 2018 existing debt on all 10 vessels was repaid and an aggregate of $103.0 million was drawn down under the facility on eight of the vessels. In July 2018, an aggregate of $17.0 million was drawn down under the facility on the two remaining vessels, completing the refinancing.

Debt covenants
Our loan agreements contain loan-to-value clauses, which could require us to post additional collateral or prepay a portion of the outstanding borrowings should the value of the vessels securing borrowings under each of such agreements decrease below required levels. In addition, our loan agreements contain certain financial covenants, including the requirement to maintain a certain level of free cash, positive working capital and a value adjusted equity covenant. Under our recourse debt facilities, the aggregate value of the collateral vessels shall not fall below 125% to 135% of the loan outstanding, depending on the facility. We need to maintain free cash of the higher of $20 million or 5% of total interest bearing debt, maintain positive working capital and maintain a value adjusted equity of at least 25% of value adjusted total assets.

Restricted cash includes cash balances that are required to be maintained by the financial covenants in our loan facilities. Failure to comply with any of the covenants in our loan agreements could result in a default, which would permit the lender to accelerate the maturity of the debt and to foreclose upon any collateral securing the debt. Under those circumstances, we might not have sufficient funds or other resources to satisfy our obligations.

As of June 30, 2018, we were in compliance with all of the financial and other covenants contained in our loan agreements.


12



QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk
We are exposed to interest rate fluctuations primarily due to our floating interest rate bearing long term debt. The international dry bulk industry is a capital-intensive industry, which requires significant amounts of financing, typically provided in the form of secured long-term debt. Our current bank financing agreements bear floating interest rates, typically three-month USD LIBOR. Significant adverse fluctuations in floating interest rates could adversely affect our operating and financial performance and our ability to service our debt.

From time to time, we may take positions in interest rate derivative contracts to manage the risk associated with fluctuations in interest payments resulting from fluctuations of the underlying floating interest rates of our long-term debt. Adverse fluctuations in floating interest rates could adversely affect our free cash position as we may be required to secure cash as collateral, under our interest rate derivative contracts

We are exposed to credit risk in the event of non-performance by the counterparties of our interest rate derivative contracts. In order to mitigate the credit risk, we enter into derivative transactions with counterparties, usually well-established banks, which bear reliable credit ratings. The possibility of a counterparty contractual non-performance event to materialize is considered remote and hence, the credit risk is considered minimal.

Our variable rate borrowings as of June 30, 2018 amounted to $1,222.3 million compared to $1,069.5 million as of December 31, 2017 and bear interest at LIBOR plus a margin.

Interest Rate Swap Agreements
In the six months ended June 30, 2018, we recognized a net gain of $9.8 million related to interest rate swap agreements (six months ended June 30, 2017: net loss of $4.0 million). As of June 30, 2018 and December 31, 2017, the weighted average fixed interest rate for our portfolio of interest rate swaps was 2.01% and 2.01%, respectively.

Foreign Currency Risk
The majority of our transactions, assets and liabilities are denominated in United States dollars, our functional currency. However, we incur expenditure in currencies other than the functional currency, mainly in Norwegian Kroner and Singapore Dollars. There is a risk that currency fluctuations in transactions incurred in currencies other than the functional currency will have a negative effect of the value of our cash flows. We may enter into foreign currency swaps to mitigate such risk exposures. The counterparties to such contracts are major banking and financial institutions. Credit risk exists to the extent that the counter parties are unable to perform under the contracts but this risk is considered remote as the counter parties are well established banks.

Foreign currency Swap Agreements
In the six months ended June 30, 2018, we recognized a net loss of $0.1 million related to foreign currency swaps (six months ended June 30, 2017: net gain of $0.2 million).

Inflation
Inflation has only a moderate effect on our expenses given current economic conditions. In the event that significant global inflationary pressures appear, these pressures would increase operating, voyage, general and administrative, and financing costs.

Commodity Price Risk
Fuel costs represent the largest component of our voyage expenses. An increase in the price of fuel may adversely affect our profitability if these increases cannot be passed onto customers. The price and supply of fuel is unpredictable and fluctuates as a result of events outside our control, including geo-political developments, supply and demand for oil and gas, actions by members of OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations.

Bunker Swap Agreements
From time to time we may enter into contracts of affreightment and time charter contracts with fixed bunker prices on redelivery. We are exposed to fluctuations in bunker prices, when the contracts of affreightment and time charter contracts are based on an assumed bunker price for the trade. There is no guarantee that a bunker swap agreement removes all the risk from the bunker exposure, due to possible differences in location and timing of the bunkering between the physical and financial position. The counterparties to such contracts are major banking and financial institutions, and fuel suppliers. Credit risk exists to the extent that the counter parties are unable to perform under the contracts but this risk is considered remote as the counter parties are usually well established banks or other well renowned institutions in the market.


13



In the six months ended June 30, 2018, we recognized a net gain of 1.0 million in related to bunker swap agreements (six months ended June 30, 2017: net loss of $6 thousand).

Spot Market Rate Risk
The cyclical nature of the dry bulk shipping industry causes significant increases or decreases in the revenue that we earn from our vessels, particularly those vessels that operate in the spot market, participate in pools or revenue sharing agreements that are concentrated in the spot market.

Forward Freight Agreements
From time to time we may take positions in freight derivatives, mainly FFAs. Generally freight derivatives may be used to hedge a vessel owner’s exposure to the charter market for a specified route and period of time. By taking positions in FFAs or other derivative instruments, we could suffer losses in the settling or termination of these agreements. This could adversely affect our results of operation and cash flow. FFAs are settled on a daily basis through reputable clearing houses and also include a margin maintenance requirement based on marking the contract to market.

In the six months ended June 30, 2018, we recognized a net loss of $2.8 million related to forward freight agreements (six months ended June 30, 2017: net gain of $7 thousand).


GOLDEN OCEAN GROUP LIMITED

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


 
 
 
 
 
 
 
 
 
 


14



Golden Ocean Group Limited
Unaudited Interim Condensed Consolidated Statements of Operations for the six months ended June 30, 2018 and June 30, 2017

(in thousands of $, except per share data)
 
 
Six months ended June 30,
 
 
2018

 
2017

Operating revenues
 
 
 
 
Time charter revenues
 
159,645

 
85,175

Voyage charter revenues
 
130,021

 
95,821

Other revenues
 
1,165

 
661

Total operating revenues
 
290,831

 
181,657

 
 
 
 
 
Gain on sale of assets and amortization of deferred gains
 
129

 
128

Other operating income (expenses), net
 
1,049

 
2,993

 
 
 
 
 
Operating expenses
 
 

 
 

Voyage expenses and commissions
 
63,445

 
55,011

Ship operating expenses
 
76,429

 
58,608

Charter hire expenses
 
46,698

 
29,454

Administrative expenses
 
7,357

 
6,128

Impairment loss on vessels
 
1,080

 

Depreciation
 
45,470

 
35,984

Total operating expenses
 
240,479

 
185,185

 
 
 
 
 
Net operating income (loss)
 
51,530

 
(407
)
 
 
 
 
 
Other income (expenses)
 
 

 
 

Interest income
 
3,156

 
830

Interest expense
 
(36,507
)
 
(27,118
)
Equity results of associated companies
 
325

 
243

Gain (loss) on derivatives
 
7,931

 
(3,796
)
Other financial items
 
(747
)
 
455

Net other income (expenses)
 
(25,842
)
 
(29,386
)
 
 
 
 
 
Net income (loss) before tax
 
25,688

 
(29,793
)
Income tax expense (credit)
 
25

 
47

 
 
 
 
 
Net income (loss)
 
25,663

 
(29,840
)
 
 
 
 
 
Per share information:
 
 

 
 

Earnings (loss) per share: basic and diluted
 
$
0.18

 
$
(0.26
)
Dividends per share
 
$
0.20

 
$


The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.


15



Golden Ocean Group Limited
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2018 and June 30, 2017

(in thousands of $)
 
 
Six months ended June 30,
 
 
2018

 
2017

Comprehensive income (loss), net
 
 
 
 
Net income (loss)
 
25,663

 
(29,840
)
Net changes related to marketable securities
 
 
 
 
Unrealized gain (loss)
 

 
2,648

Other comprehensive income (loss), net
 

 
2,648

 
 
 
 
 
Comprehensive income (loss), net
 
25,663

 
(27,192
)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.


16



Golden Ocean Group Limited
Unaudited Interim Condensed Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017
(in thousands of $)
 
 
June 30,

 
December 31,

 
 
2018

 
2017

ASSETS
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
249,970

 
309,029

Restricted cash
 
15,535

 
8,110

Marketable securities
 
15,449

 
16,300

Trade accounts receivable, net
 
18,874

 
23,363

Other current assets
 
29,983

 
25,437

Related party receivables
 
6,104

 
1,990

Derivative instruments receivable
 
11,811

 
3,748

Inventories
 
33,518

 
20,142

Prepaid expenses and accrued income
 
10,430

 
8,587

Voyages in progress
 
3,155

 
9,062

Favorable charter party contracts
 
18,732

 
18,732

Total current assets
 
413,561

 
444,500

Restricted cash
 
56,156

 
54,845

Vessels and equipment, net
 
2,452,707

 
2,215,003

Vessels under capital leases, net
 
1,617

 
2,061

Newbuildings
 

 
105,727

Vessels held for sale
 
14,357

 

Favorable charter party contracts
 
25,664

 
34,954

Investments in associated companies
 
1,470

 
2,287

Other long term assets
 
11,994

 
10,681

Total assets
 
2,977,526

 
2,870,058

 
 
 
 
 
LIABILITIES AND EQUITY
 
 

 
 

Current liabilities
 
 

 
 

Current portion of long-term debt
 
231,462

 
109,671

Current portion of obligations under capital leases
 
5,438

 
5,239

Derivative instruments payable
 
913

 
2,293

       Related party payables
 
39

 
2,730

       Trade accounts payables
 
11,123

 
5,401

Accrued expenses
 
30,565

 
24,304

Other current liabilities
 
30,427

 
32,089

Total current liabilities
 
309,967

 
181,727

Long-term liabilities
 
 

 
 

Long-term debt
 
1,152,146

 
1,134,788

Long-term related party debt
 

 
44,000

Obligations under capital leases
 
4,687

 
7,435

Other long term liabilities
 
7,723

 
8,059

Total liabilities
 
1,474,523

 
1,376,009

Commitments and contingencies
 


 


Equity
 
 

 
 


17



Share capital (2018: 144,247,697 shares. 2017: 142,197,697 shares. All shares are issued and outstanding at par value $0.05)
 
7,214

 
7,111

Additional paid in capital
 
472,430

 
454,694

Contributed capital surplus
 
1,349,974

 
1,378,824

Accumulated other comprehensive income
 

 
5,323

Accumulated deficit
 
(326,615
)
 
(351,903
)
Total equity
 
1,503,003

 
1,494,049

Total liabilities and equity
 
2,977,526

 
2,870,058


The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.



18





Golden Ocean Group Limited
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and June 30, 2017

(in thousands of $)
 
 
 
Six months ended June 30,
 
 
2018

 
2017

Net cash provided by (used in) operating activities
 
62,197

 
10,547

Investing activities
 
 

 
 

Additions to newbuildings and vessels
 
(153,304
)
 
(122,662
)
Investment in associated companies
 
45

 
(1,000
)
Proceeds from seller credit receivable
 
500

 

Proceeds from sale of marketable securities
 
224

 

Other investing activities, net
 
439

 

Net cash provided by (used in) investing activities
 
(152,096
)
 
(123,662
)
Financing activities
 
 

 
 

Proceeds from long-term debt
 
252,993

 
50,000

Repayment of long-term debt
 
(181,029
)
 
(68,531
)
Repayment of capital leases
 
(2,548
)
 
(2,363
)
Distributions to shareholders
 
(28,850
)
 

Debt fees paid
 
(1,200
)
 

Net proceeds from share issuance
 
210

 
58,183

Net cash provided by (used in) financing activities
 
39,576

 
37,289

Net change in cash, cash equivalents and restricted cash
 
(50,323
)
 
(75,826
)
Cash, cash equivalents and restricted cash at beginning of period
 
371,984

 
267,054

Cash, cash equivalents and restricted cash at end of period
 
321,661

 
191,228


The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.



19



Golden Ocean Group Limited
Unaudited Interim Condensed Consolidated Statements of Changes in Equity for the six months ended June 30, 2018 and June 30, 2017

(in thousands of $, except number of shares)
 
 
Six months ended June 30,
 
 
2018

 
2017

Number of shares outstanding
 
 
 
 
Balance at beginning of period
 
142,197,697

 
105,965,192

Shares issued
 
2,050,000

 
23,557,800

Balance at end of period
 
144,247,697

 
129,522,992

 
 
 
 
 
Share capital
 
 

 
 

Balance at beginning of period
 
7,111

 
5,299

Shares issued
 
103

 
1,178

Balance at end of period
 
7,214

 
6,477

 
 
 
 
 
Additional paid in capital
 
 

 
 

Balance at beginning of period
 
454,694

 
201,864

Shares issued
 
17,448

 
154,378

Stock option expense
 
288

 
288

Balance at end of period
 
472,430

 
356,530

 
 
 
 
 
Contributed capital surplus
 
 

 
 

Balance at beginning of period
 
1,378,824

 
1,378,824

Distributions to shareholders
 
(28,850
)
 

Balance at end of period
 
1,349,974

 
1,378,824

 
 
 
 
 
Other comprehensive income (loss)
 
 
 
 
Balance at beginning of period
 
5,323

 
2,287

Adjustment on adoption of changes in ASC 825
 
(5,323
)
 

Other comprehensive income (loss)
 

 
2,648

Balance at end of period
 

 
4,935

 
 
 
 
 
Accumulated deficit
 
 

 
 

Balance at beginning of period
 
(351,903
)
 
(349,555
)
Adjustment on adoption of ASC 606
 
(5,698
)
 

Adjustment on adoption of changes in ASC 825
 
5,323

 

Net income (loss)
 
25,663

 
(29,840
)
Balance at end of period
 
(326,615
)
 
(379,395
)
Total equity
 
1,503,003

 
1,367,371


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


20



Golden Ocean Group Limited
Notes to the Unaudited Interim Condensed Consolidated Financial Statements

1. INTERIM FINANCIAL DATA

The unaudited interim condensed consolidated financial statements of Golden Ocean Group Limited. (“Golden Ocean,” the “Company,” "we," or "our") have been prepared on the same basis as the Company’s audited consolidated financial statements and, in the opinion of management, include all material adjustments, consisting only of normal recurring adjustments considered necessary for a fair statement of the Company's consolidated financial statements, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and notes included in our Annual Report on Form 20-F for the year ended December 31, 2017, filed with the Securities and Exchange Commission (the "SEC") on March 21, 2018.

The unaudited interim condensed consolidated financial statements do not include all the disclosures required in an Annual Report on Form 20-F. The results of operations for the interim period ended June 30, 2018 are not necessarily indicative of the results for the year ending December 31, 2018.

2. ACCOUNTING POLICIES

Basis of accounting
These unaudited interim condensed consolidated financial statements are prepared in accordance with U.S. GAAP. These unaudited interim condensed consolidated financial statements include the assets and liabilities of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated on consolidation.

Accounting Policies
Preparation of these unaudited interim condensed consolidated financial statements requires management to make judgments and estimates. Some accounting policies have a significant impact on amounts reported in these unaudited interim condensed consolidated financial statements. Other than our accounting policies adopted as a result of new guidance and as described under "Note 3 Recently Issued Accounting Standards", our accounting policies have not changed from those reported in our 2017 Annual Report on Form 20-F for the year ended December 31, 2017, filed with the SEC on March 21, 2018.

3. RECENTLY ISSUED ACCOUNTING STANDARDS

Accounting Standards Updates, not yet adopted
In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02, Leases (ASC 842), which requires lessees to recognize most leases on their balance sheet. This is expected to increase both reported assets and liabilities. For public companies, the standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2018, although early adoption is permitted. Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures.

Also, in July 2018, the FASB issued ASU 2018-11, Leases (ASC 842), which updates requirements related to transition relief on comparative reporting at adoption and separating components of a contract for lessors. This update provides another transition method in addition to the existing transition method by allowing entities to initially apply the new leases standard at the adoption date (January 1, 2019, for calendar year-end public business entities) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In addition, this update provides lessors with a practical expedient, by class of underlying asset, to not separate nonlease components from the associated lease component and, instead, to account for those components as a single component if the nonlease components otherwise would be accounted for under the new revenue guidance (ASC 606) and both of the following are met: (1) the timing and pattern of transfer of the nonlease components and associated lease component are the same; and (2) the lease component, if accounted for separately, would be classified as an operating lease. If lease and nonlease components are aggregated under this practical expedient, a lessor would account for the combined component as follows: if the nonlease components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with the new revenue guidance; otherwise, the entity must account for the combined component as an operating lease in accordance with the new leases guidance. If elected, the practical expedient will need to be applied consistently as an accounting policy by class of underlying asset. Additional disclosures are also required. For entities that have not adopted ASC 842 before the issuance of this update, the effective date and transition requirements for the amendments in this update related to separating components of a contract are the same as the effective date and transition requirements in ASU 2016-02. We are analyzing the impact of the adoption of ASC 842 on our

21



consolidated financial statements, including assessing changes that might be necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting. We expect that we will recognize increases in reported amounts for property, plant and equipment and related lease liabilities upon adoption of the new standard.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises guidance for the accounting for credit losses on financial instruments within its scope. The new standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments and modifies the impairment model for available-for-sale debt securities. The guidance will be effective January 1, 2020, with early adoption permitted. Entities are required to apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. We are in the process of evaluating the impact of this standard update on our consolidated financial statements and related disclosures.

Accounting Standards Updates, recently adopted

Revenue Recognition
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASC 606"), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. Under ASC 606, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations of the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfied a performance obligation. Additionally, the guidance requires improved disclosures as to the nature, amount, timing and uncertainty of revenue that is recognized.
Our shipping revenues are primarily generated from time charters and voyage charters. In a time charter voyage, the vessel is hired by the charterer for a specified period of time in exchange for consideration which is based on a daily hire rate. The charterer has the full discretion over the ports visited, shipping routes and vessel speed. The contract/charter party generally provides typical warranties regarding the speed and performance of the vessel. The charter party generally has some owner protective restrictions such that the vessel is sent only to safe ports by the charterer and carries only lawful or non hazardous cargo. In a time charter contract, we are responsible for all the costs incurred for running the vessel such as crew costs, vessel insurance, repairs and maintenance and lubes. The charterer bears the voyage related costs such as bunker expenses, port charges, canal tools during the hire period. The performance obligations in a time charter contract are satisfied over term of the contract beginning when the vessel is delivered to the charterer until it is redelivered back to us. The charterer generally pays the charter hire in advance of the upcoming contract period. The time charter contracts are considered operating leases and therefore do not fall under the scope of ASC 606 because (i) the vessel is an identifiable asset (ii) we do not have substantive substitution rights and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use. Time charter contracts continue to be accounted as operating leases in accordance with ASC 840 Leases and related interpretations and the implementation of the new revenue standard therefore did not have an effect on income recognition from such contracts.
In a voyage charter contract, which we consider in scope of ASC 606, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charterer is responsible for any short loading of cargo or "dead" freight. The voyage charter party generally has standard payment terms of 90/95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses us for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited, which is recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime, which is despatch resulting in a reduction in revenue. Estimates and judgments are required in ascertaining the most likely outcome of a particular voyage and actual outcomes may differ from estimates. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo.
We have determined that our voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and the revenue is recognized on a straight line basis over the voyage days from the commencement of loading to completion of discharge.
The voyage charters generally have variable consideration in the form of demurrage or despatch, which is recognized as we satisfy the performance obligations under the contract.
Other revenues primarily comprise income earned from the commercial management of related party vessels. Other revenues are recognized on an accruals basis as the services are provided and performance obligations are met and as such there has been no change in the pattern of revenue recognition under ASC 606.

22



The new guidance also specifies revised treatment for certain contract related costs, being either incremental costs to obtain a contract, or cost to fulfill a contract. Under the new guidance, an entity shall recognize as an asset the incremental costs of obtaining a contract with a customer if the entity expects to recover those costs. The guidance also provides a practical expedient whereby an entity may recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. Cost to fulfill a contract must be capitalized if they meet certain criteria.
In a voyage contract, the Company bears all voyage related costs such as fuel costs, port charges and canal tolls. These costs are considered contract fulfillment costs because the costs are direct costs related to the performance of the contract and are expected to be recovered. The costs incurred during the period prior to commencement of loading the cargo, primarily bunkers, are deferred as they represent setup costs and recorded as a current asset and are subsequently amortized on a straight-line basis as we satisfy the performance obligations under the contract.
We adopted the provisions of ASC 606 on January 1, 2018 using the modified retrospective approach. As such, the comparative information has not been restated and continues to be reported under the accounting standards in effect for periods prior to January 1, 2018. Under the modified retrospective approach, we recognized the cumulative effect of adopting this standard as a net adjustment amounting to $5.7 million to increase the opening balance of Accumulated Deficit as of January 1, 2018.
Contract assets with regards to voyage revenues are reported as "Voyages in progress" as the performance obligation is satisfied over time. When voyage revenues become billable, the receivable is recognized as "Trade accounts receivable, net". If at the reporting period the billable amount under the charter party exceeds the accrued revenue for a specific ongoing voyage, such an amount, or contract liability, would be recognized as deferred charter revenue under other current liabilities.
ASC 606 has been applied to those contracts that were not completed at the date of initial application. The cumulative effect of the adjustments made to our condensed consolidated statement position at January 1, 2018 from the adoption of ASC 606 was as follows:
Condensed Consolidated Balance Sheet
(in thousands of $)

 
December 31, 2017

 
Adjustments for ASC 606

 
January 1, 2018

Assets
 
 
 
 
 
 
Voyages in progress
 
9,062

 
(5,324
)
 
3,738

Other current assets (1)
 
25,437

 
2,554

 
27,991

Liabilities
 
 
 
 
 
 
Other current liabilities (2)
 
32,089

 
2,928

 
35,017

Stockholders' equity
 
 
 
 
 
 
Accumulated deficit
 
(351,903
)
 
(5,698
)
 
(357,601
)
(1) Under ASC 606, the contract fulfillment costs are deferred as a current asset and amortized as the related performance obligations are satisfied. The adjustment to other current assets consists of primarily bunker expenses incurred to arrive at the load port for the voyages in progress as of January 1, 2018, and which were expensed in the first quarter of 2018.
(2) Under ASC 606, the adjustment under other current liabilities represents deferred charter revenue for consideration received or billed for undelivered performance obligations. As of January 1, 2018, we recorded a total adjustment of $8.3 million as unearned revenue related to ongoing voyages at period end, whereof $5.3 million and $2.9 million was credited to voyages in progress and other current liabilities, respectively. We recognized this revenue in the first quarter of 2018 as the performance obligations are met.

The impact of the adoption of ASC 606 on our condensed consolidated balance sheets, condensed consolidated income statements of operations and condensed consolidated statements of cash flow for the six-month period ending June 30, 2018 were as follows:
Condensed Consolidated Balance Sheet


 
As of June 30, 2018

(in thousands of $)

 
As Reported

 
Adjustments for ASC 606


 
Balance without ASC 606


Assets
 
 
 
 
 
 
Voyages in progress
 
3,155

 
6,593

 
9,748

Other current assets
 
29,983

 
(3,962
)
 
26,021

Liabilities
 
 
 
 
 
 
Other current liabilities
 
30,427

 
(2,337
)
 
28,090

Stockholders' equity
 
 
 
 
 
 
Accumulated deficit
 
(326,615
)
 
4,968

 
(321,647
)

23




Condensed Consolidated Statements of Operations


 
For the six months ended June 30, 2018

 
(in thousands of $)

 
As Reported

 
Adjustments for ASC 606


 
Balance without ASC 606



Voyage charter revenues
 
130,021

 
679

 
130,700

 
 
 
 
 
 

Voyage expenses and commission
 
63,445

 
1,408

 
64,853

 
 
 
 
 
 

Net income (loss)
 
25,663

 
(729
)
 
24,934

 
 
 
 
 
 

Basic and diluted income (loss) per share
 
$
0.18

 
$
(0.01
)
 
$
0.17


Condensed Consolidated Statements of Cash Flows


 
For the six months ended June 30, 2018

 
(in thousands of $)

 
As Reported

 
Adjustments for ASC 606


 
Balance without ASC 606


Net income (loss)
 
25,663

 
(729
)
 
24,934

Change in operating assets and liabilities, other
 
36,534

 
729

 
37,263

Net cash provided by operating activities
 
62,197

 

 
62,197


Certain voyage expenses are capitalized between the previous discharge port, or contract date if later, and the next load port and amortized between load port and discharge port. In the six months ended June 30, 2018, we amortized an aggregate of $4.9 million of capitalized voyage expenses, or contract assets classified as other current assets. No impairment losses were recognized in the period.

In accordance with ASC 606, we have applied the practical expedient not to disclose the remaining performance obligations of a contract given that the original expected contract duration is less than one year.

In accordance with ASC 606, we have applied the available exemptions not to disclose the nature of performance obligations and the remaining duration of performance obligations.

In January 2016, the FASB issued ASU 2016-01 Financial instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement for to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. As a result of the adoption of the standard, we present the change in the fair value of our marketable equity securities in our consolidated statements of operations. In our opening balance at January 1, 2018, we recognized a decrease of $5.3 million in the accumulated deficit, and recognized a mark to market loss of $0.6 million in the consolidated statement of operations in relation to the movement in the fair value of our marketable securities in the first six months of 2018.

In August 2016, the FASB issued ASU No. 2016-15, Statement of cash flows (Topic 230): Classification of certain cash receipts and cash payments. This ASU addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The amendments in this Update were applied using a retrospective transition method to each period presented. Other than presentation of certain distributions from equity method investments, previously presented as cash provided by investing activities, of $1.1 million and

24



$0.3 million during the six months ended June 30, 2018 and 2017, respectively, and currently presented as cash provided by operating activities, the adoption of this Update did not have a significant impact on these condensed consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of cash flows (Topic 230): Restricted Cash. The new standard requires that the statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The amendments in this Update were applied using a retrospective transition method to each period presented. As a result of the adoption of the standard, we have classified restricted cash as a component of cash, cash equivalents and restricted cash in the consolidated statements of cash flows for all periods presented. In our beginning of period 2018 and 2017 balances, restricted cash of $63.0 million and $54.1 million, respectively, have been aggregated with cash and cash equivalents in the beginning of period line items at the bottom of the statements of cash flows for each period presented. Also as a result of the updated presentation requirements, in the six months ended June 30, 2017, net cash used in investing activities increased by $10.3 million. Refer also to "Note 6 Cash, cash equivalents and restricted cash" for the reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.

In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. The update provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update did not have a material impact on our consolidated financial statements and related disclosures upon adoption.

4. EARNINGS PER SHARE

The components of the numerator and the denominator in the calculation of basic and diluted earnings per share for the six months ended June 30, 2018 and 2017 are as follows:
(in thousands of $)
 
2018

 
2017

Net income (loss)
 
25,663

 
(29,840
)

(in thousands)
 
2018

 
2017

Weighted average number of shares outstanding - basic
 
144,032

 
114,134

Dilutive effect of share options
 
315

 

Weighted average number of shares outstanding - diluted
 
144,347

 
114,134


Our outstanding share options using the treasury stock method were dilutive in the six months ended June 30, 2018 with 315,239 shares and only insignificantly impacting our earnings per share in the period. In the six months ended June 30, 2017, our outstanding share options using the treasury stock method were antidilutive.

The conversion of the convertible bonds using the if-converted method was anti-dilutive as of June 30, 2018 and 2017. As of June 30, 2018 and 2017, 2,320,454 and 2,268,860 shares, respectively, were convertible under our $200 million Convertible Bond. As of June 30, 2018, we owned $28.4 million of our $200 million Convertible Bond, convertible into 329,505 shares as of June 30, 2018.

5. SEGMENT INFORMATION

The chief operating decision maker ("CODM") measures performance based on the overall return to shareholders using consolidated net income. The CODM does not review a measure of operating result at a lower level than the consolidated group and the Company only has one reportable segment.
 
The Company's vessels operate worldwide and therefore management does not evaluate performance by geographical region as this information is not meaningful.

6. CASH, CASH EQUIVALENTS AND RESTRICTED CASH


25



As of June 30, 2018 and June 30, 2017, the following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.

(in thousands of $)
 
2018

 
2017

Cash and cash equivalents
 
249,970

 
122,699

Short term restricted cash
 
15,535

 
4,361

Long term restricted cash
 
56,156

 
64,168

Total cash, cash equivalents and restricted cash shown in the statement of cash flows
 
321,661

 
191,228


Amounts included in short-term and long-term restricted cash include primarily cash balances that are required to be maintained by the financial covenants in our loan facilities. Under our recourse debt facilities, we need to maintain free cash of the higher of $20 million or 5% of total interest bearing debt. Under our non-recourse debt facilities, we need to maintain free cash of $10 million. In addition, short-term restricted cash includes amounts required to be set aside by our margin calls on derivative positions and minor amounts secured for tax payments or for claims processes.

7. MARKETABLE SECURITIES

Our marketable securities are equity securities in a U.S. listed dry bulk shipping company.
(in thousands of $)
 
 
Balance at December 31, 2017
 
16,300

Sales during the year
 
(224
)
Unrealized gain (loss)
 
(627
)
Balance at June 30, 2018
 
15,449


During the period ended June 30, 2018, we sold 26,700 of these shares and received proceeds of $0.2 million from these sales.

8. VESSELS AND EQUIPMENT, NET
(in thousands of $)
 
Cost

 
Accumulated Depreciation

 
Net Book Value

Balance at December 31, 2017
 
2,399,549

 
(184,546
)
 
2,215,003

Additions
 
44,586

 

 
44,586

Transfers to held for sale
 
(16,170
)
 
1,813

 
(14,357
)
Transfer from newbuildings
 
253,581

 

 
253,581

Impairment loss
 
(1,080
)
 

 
(1,080
)
Depreciation
 

 
(45,026
)
 
(45,026
)
Balance at June 30, 2018
 
2,680,466

 
(227,759
)
 
2,452,707


At June 30, 2018, we owned three Newcastlemaxes, 35 Capesizes, 28 Panamaxes and two Ultramaxes (At December 31, 2017: three Newcastlemaxes, 29 Capesizes, 28 Panamaxes and two Ultramaxes).

In January 2018, we took delivery of Golden Monterrey, a Capesize vessel, and capitalized $43.4 million in total acquisition costs, primarily consisting of 2,000,000 consideration shares issued to the seller and assumption of a $21.5 million seller's credit, which was subsequently repaid in full in the six months ended June 30, 2018. See "Note 14 Debt" for additional information.

Refer to Note 9 "Vessels held for sale" for information of the sale of the Golden Eminence.
 
Total depreciation expense for vessels and equipment was $45.0 million for the six months ended June 30, 2018. In addition, we depreciated $0.4 million of our capital leased asset during the six months ended June 30, 2018.

9. VESSELS HELD FOR SALE

26




In April 2018, we entered into an agreement to sell the Golden Eminence, a Panamax vessel, to an unrelated third party for $14.7 million, gross. In the second quarter of 2018, we recognized a $1.1 million impairment loss in connection with the sale and classified the vessel as held for sale as of June 30, 2018. The vessel was delivered to its new owner in August 2018. See "Note 20 Subsequent events".

10. NEWBUILDINGS

The carrying value of newbuildings represents the accumulated costs we have paid by way of purchase installments and other capital expenditures together with capitalized loan interest. The carrying value of newbuildings at December 31, 2017 related to five Capesize newbuildings. We did not have any newbuildings as of June 30, 2018.
(in thousands of $)
 
 
Balance at December 31, 2017
 
105,727

Installments and newbuilding supervision fees
 
147,854

Transfers to Vessels and Equipment
 
(253,581
)
Balance at June 30, 2018
 


In the first quarter of 2018, we took delivery of the Golden Arcus, Golden Calvus, Golden Cirrus, Golden Cumulus and Golden Incus, all Capesize newbuildings. Upon delivery, aggregate final installments of $144.6 million and other pre-delivery costs of $3.2 million were paid. We drew down $150 million in debt financing in connection with the deliveries. Refer to also to "Note 14 Debt" for additional information. Subsequent to these vessel deliveries, we do not have any newbuildings.


11. VESSELS UNDER CAPITAL LEASES
(in thousands of $)
 
 
Balance at December 31, 2017
 
2,061

Depreciation
 
(444
)
Balance at June 30, 2018
 
1,617


The outstanding obligations under capital leases at June 30, 2018 are payable as follows:
(in thousands of $)
 
 
2018 (remaining six months)
 
2,996

2019
 
5,944

2020
 
1,791

2021
 

2022
 

Thereafter
 

Minimum lease payments
 
10,731

Less: imputed interest
 
(606
)
Present value of obligations under capital leases
 
10,125


As of June 30, 2018, we held one vessel under capital lease (December 31, 2017: one vessel). The lease is for an initial term of 10 years. The remaining period on the lease at June 30, 2018 is two years (December 31, 2017: three years).

As of June 30, 2018, we had the following purchase option for the vessel:
(in thousands of $)
 
Purchase option exercise date
 
Purchase option amount

Golden Eclipse
 
April 2019
 
36,250

Golden Eclipse
 
April 2020
 
33,550


Our lease obligation is secured by the lessor's title to the leased asset and by a guarantee issued to the lessor.

27




12. INVESTMENTS IN ASSOCIATED COMPANIES

As at June 30, 2018 and December 31, 2017, the Company had the following participation in investments that are recorded using the equity method:
(% of ownership)
 
2018

 
2017

United Freight Carriers LLC ("UFC")
 
50.00
%
 
50.00
%
Golden Opus Inc. ("G. Opus")
 

 
50.00
%
Seateam Management Pte. Ltd ("Seateam")
 
22.19
%
 
22.19
%
Capesize Chartering Ltd ("CCL")
 
25.00
%
 
25.00
%

In 2017, Golden Opus Inc. sold its only vessel to an unrelated third party and repaid its outstanding bank debt. During the six months ended June 30, 2018, Golden Opus Inc. was dissolved.
(in thousands of $)
 
CCL

 
UFC

 
G.Opus

 
Seateam

 
Total

At December 31, 2017
 

 
1,448

 
45

 
794

 
2,287

Dividend received from associated companies
 

 
(825
)
 
(45
)
 
(271
)
 
(1,141
)
Share of income (loss)
 

 
139

 

 
185

 
324

At June 30, 2018
 

 
762

 

 
708

 
1,470


13. OTHER LONG TERM ASSETS
(in thousands of $)
 
Other long term asset

 
Prepaid charter hire expenses

 
Deferred tax asset

 
Total

Balance at December 31, 2017
 
1,500

 
8,887

 
294

 
10,681

Additions
 

 
1,836

 

 
1,836

Deductions
 
(500
)
 

 
(23
)
 
(523
)
Balance at June 30, 2018
 
1,000

 
10,723

 
271

 
11,994


With reference to "Note 17 Related party transactions", in the third quarter of 2015 eight vessels were sold and leased back from Ship Finance International Limited ("Ship Finance") for a period of 10 years. The daily time charter rate is $17,600 during the first seven years and $14,900 in the remaining six years, including the three years optional period of the vessel owner. We have straight lined the total charterhire expense over the lease term of 13 years. An amount of $1.8 million was credited to charterhire expenses during the six months ended June 30, 2018, with the corresponding asset presented as part of other long term assets. We will begin to amortize this asset when the daily charter hire rate is reduced in the third quarter of 2022.

The seller's credit receivable originates from a sale of a vessel in 2009. In the six months ended June 30, 2018 and 2017, we recognized total interest income of $0.2 million, respectively.


14. DEBT

Debt at June 30, 2018 and December 31, 2017 is summarized as follows:

28



(in thousands of $)
 
2018

 
2017

 $33.9 million term loan
 

 
24,317

 $82.5 million term loan
 

 
35,733

 $284.0 million term loan
 
184,015

 
190,870

 $420.0 million term loan
 
342,113

 
352,432

 $425.0 million term loan
 
359,481

 
220,868

 $109.2 million term loan
 
98,495

 
102,765

 $73.4 million term loan
 
63,969

 
67,739

 $80.2 million term loan
 
71,242

 
74,814

 $120.0 million term loan
 
102,993

 

U.S. dollar denominated floating rate debt
 
1,222,308

 
1,069,538

U.S. dollar denominated fixed rate debt
 
165,707

 
178,856

Related party seller's credit
 

 
44,000

Deferred charges
 
(4,407
)
 
(3,935
)
Total debt
 
1,383,608

 
1,288,459

Less: current portion
 
(231,462
)
 
(109,671
)
 
 
1,152,146

 
1,178,788


Movements during the six months ended June 30, 2018 are summarized as follows:
 (in thousands of $)
 
 Floating rate debt

 
 Fixed rate debt

 
Related party seller's credit

 
Deferred charges

 
Total

Balance at December 31, 2017
 
1,069,538

 
178,856

 
44,000

 
(3,935
)
 
1,288,459

 Loan draw downs
 
252,993

 

 
21,500

 

 
274,493

 Loan repayments
 
(100,223
)
 

 
(65,500
)
 

 
(165,723
)
 Carrying value of fixed rate debt repurchases
 

 
(18,152
)
 

 

 
(18,152
)
 Amortization of purchase price adjustment
 

 
5,003

 

 

 
5,003

  Capitalized financing fees and expenses
 

 

 

 
(1,200
)
 
(1,200
)
  Amortization of capitalized fees and expenses
 

 

 

 
728

 
728

Balance at June 30, 2018
 
1,222,308

 
165,707

 

 
(4,407
)
 
1,383,608


In the six months ended June 30, 2018, we drew down $150.0 million from our $425 million term loan facility in connection with the five Capesize newbuildings delivered during the period. In the six months ended June 30, 2018, we repaid $30.3 million in ordinary installments of our floating rate debt and $11.6 million under the cash sweep mechanism of the non-recourse loans financing the vessels acquired from Quintana Shipping Ltd in 2017. As of June 30, 2018, the deferred repayments under the non-recourse loan facilities amounted to $5.8 million.

In connection with a refinancing of 10 vessels, we repaid at maturity of the loans $58.3 million under our $34.0 million and $82.5 million loan facilities and prepaid related party seller credit loans of $65.5 million. To finance these transactions, $103.0 million was drawn under the new $120 million loan facility, which key terms are described below.

In the six months ended June 30, 2018, we acquired in aggregate $19.0 million notional of our 3.07% $200 million Golden Ocean Group Limited Convertible Bond for approximately $18.7 million in total and recognized a loss of $0.5 million, presented under other financial items. Of the total purchase price of $18.7 million, $3.4 million was paid in July 2018. As of June 30, 2018, we hold $28.4 million notional of the 3.07% $200 million Golden Ocean Group Limited Convertible Bond.

The movement of $5.0 million of the U.S. dollar denominated fixed rate debt in 2018 represents the amortization of purchase price adjustments arising from the merger with the former Golden Ocean Group Limited in 2015.

The Company capitalized $1.2 million in fees in relation to the $120 million loan facility, and recorded net deferred charges of $4.4 million at June 30, 2018 as a direct deduction from the carrying amount of the related debt.

New $120 million loan facility

29



In May 2018, the Company entered into a $120 million loan facility to refinance 10 vessels and an aggregate of $58.3 million due under two loan facilities maturing in 2018 and seller credit loans of $65.5 million. The $120 million facility bears interest of LIBOR plus a margin of 2.25% per annum. Repayments are made on a quarterly basis based on a twenty years age profile. The tranches mature in April 2023, with a balloon payment of $81.6 million. As of June 30, 2018, $103.0 million was drawn under this loan facility and the remaining $17.0 million was drawn in July 2018.

The total outstanding debt at June 30, 2018 is repayable as follows:
(in thousands of $)
 
 
2018 (remaining six months)
 
32,877

2019
 
488,569

2020
 
379,600

2021
 
393,002

2022
 
27,278

Thereafter
 
72,583

 
 
1,393,909

Fair value purchase price adjustment of convertible bond debt
 
(5,893
)
 
 
1,388,016


Assets pledged
As of June 30, 2018, 68 vessels (December 31, 2017: fifty-nine vessels) with an aggregate carrying value of $2,450.5 million (December 31, 2017: $2,130.0 million) were pledged as security for our floating rate debt.

15. DERIVATIVE INSTRUMENTS PAYABLE AND RECEIVABLE

Our derivative instruments are not designated as hedging instruments and the positions at June 30, 2018 and December 31, 2017 are summarized as follows:
(in thousands of $)
 
2018

 
2017

Interest rate swaps
 
10,700

 
2,864

Currency swaps
 
26

 
83

Bunker derivatives
 
1,085

 
801

 Asset - Derivatives fair value
 
11,811

 
3,748


(in thousands of $)
 
2018

 
2017

Interest rate swaps
 

 
1,914

Currency swaps
 
94

 
66

Bunker derivatives
 
116

 
313

Forward freight derivatives
 
703

 

 Liability - Derivatives fair value
 
913

 
2,293


During the six months ended June 30, 2018 and June 30, 2017, the following amounts were recognized in the consolidated statement of operations:
 (in thousands of $)
 
 
2018

 
2017

Interest rate swaps
Mark to market gain (loss)
 
9,795

 
(4,003
)
Foreign currency swaps
Mark to market gain (loss)
 
(85
)
 
206

Forward freight agreements
Mark to market gain (loss)
 
(2,772
)
 
7

Bunker derivatives
Mark to market gain (loss)
 
993

 
(6
)
 
 
 
7,931

 
(3,796
)

16. SHARE CAPITAL AND DIVIDENDS


30



In January 2018, we issued 2,000,000 common shares to Hemen Holding Limited, a company indirectly controlled by trusts established by Mr. Fredriksen, our director, for the benefit of his immediate family ("Hemen") to satisfy the purchase price in connection with the delivery of the Golden Monterrey, a Capesize vessel acquired from affiliates of Hemen.

In March 2018, we issued 50,000 shares in relation to our 2016 share option plan.

Following the share issuances, 144,247,697 ordinary shares were outstanding as of June 30, 2018 (December 31, 2017: 142,197,697 ordinary shares), each with a par value of $0.05.

In the six months ended June 30, 2018, we paid an aggregate of $28.9 million in dividends to our shareholders. Refer to "Note 20 Subsequent events" for any subsequent dividend declarations.

17. RELATED PARTY TRANSACTIONS

Ship Finance International Limited
Pursuant to the charter party agreements for the eight Capesize vessels with Ship Finance, the daily time charter rate fluctuates during the charter term and the contractual hire payments are straight-lined over the lease term. During the six months ended June 30, 2018 and June 30, 2017, the following amounts were paid and recorded:
(in thousands of $)
 
2018

 
2017

Contractual charter hire payments

 
16,425

 
15,826

Expensed charter hire payments

 
14,589

 
13,990

Prepaid charter hire payments

 
1,836

 
1,836


We are the commercial manager for vessels owned and operated by Ship Finance. Pursuant to the management agreements, the number of vessels managed and the daily commercial management fee during the six months ended June 30, 2018 and June 30, 2017 were as follows:
 
 
2018

 
2017

Number of dry bulk vessels managed
 
14

 
14

Daily commercial management fee per dry bulk vessel
 
75-125

 
75-125

Number of container vessels managed
 
7

 
9

Daily commercial management fee per container vessel
 
$
75

 
$
75


Seatankers Management Co Ltd
We are the commercial manager for vessels owned and operated by Seatankers. Pursuant to the management agreements, the number of vessels managed and the daily commercial management fee during the six months ended June 30, 2018 and June 30, 2017 were as follows:
 
 
2018

 
2017

Number of dry bulk vessels managed
 
16

 
22

Daily commercial management fee per dry bulk vessel
 
$
125

 
$
125


Capesize Chartering Ltd
In the six months ended June 30, 2018, we recorded revenue sharing income, net, of $1.3 million pursuant to the revenue sharing agreement (six months ended June 30, 2017: $2.8 million).

Management Agreements

Technical Supervision Services
The Company receives technical supervision services from Frontline Ltd. ("Frontline"). Pursuant to the terms of the agreement, Frontline receives an annual management fee of $30,555 per vessel in 2018 ($30,555 per vessel in 2017). This fee is subject to annual review. Frontline also manages our newbuilding supervision and charges us for the costs incurred in relation to the supervision.


31



Ship Management
The ship management of the Company's vessels is provided by external ship managers, except for 21 vessels (December 31, 2017: 20 vessels), which is provided by Seateam Management Pte. Ltd., a majority owned subsidiary of Frontline.

Other Management Services
We aim to operate efficiently through utilizing competence from other companies with the same main shareholder and these costs are allocated based on a cost plus mark-up model. We receive services in relation to management of our Sarbanes Oxley compliance from Frontline at a quarterly fee of $17,500. We also receive services in relation to sales and purchase activities, bunker procurement and administrative services in relation to the corporate headquarter. We may also provide certain financial management services to companies with the same main shareholder.

A summary of net amounts charged by related parties in the six months ended June 30, 2018 and June 30, 2017 is as follows:
(in thousands of $)
 
2018

 
2017

Golden Opus Inc
 
6

 
482

Frontline Management (Bermuda) Ltd
 
1,707

 
1,796

Ship Finance International Limited
 
14,589

 
13,990

Seateam Management Pte Ltd
 
1,901

 
1,407

Seatankers Management Co Ltd
 
10,855

 
1,945

Capesize Chartering Ltd
 
24

 
20


Net amounts charged by related parties comprise of charterhire costs, general management and commercial management fees, newbuilding supervision fees and newbuilding commission fees.
 
A summary of net amounts charged to related parties in the six months ended June 30, 2018 and June 30, 2017 is as follows:
(in thousands of $)
 
2018

 
2017

Ship Finance International Limited
 
360

 
370

Seatankers Management Co Ltd
 
359

 
478

Capesize Chartering Ltd
 
1,308

 
2,794


Net amounts charged to related parties mainly comprise of commercial management fees and net income under the revenue sharing agreement with CCL.

A summary of balances due from related parties as of June 30, 2018 and December 31, 2017 is as follows:
(in thousands of $)
 
2018

 
2017

Frontline Ltd.
 
3,061

 
1,095

Ship Finance International Limited
 

 
60

United Freight Carriers
 
1

 

Seatankers Management Co Ltd
 
1,313

 
825

Golden Opus Inc
 

 
10

Capesize Chartering Ltd
 
1,730

 

 
 
6,105

 
1,990


A summary of balances owed to related parties as of June 30, 2018 and December 31, 2017 is as follows:
(in thousands of $)
 
2018

 
2017

Golden Opus Inc
 

 
29

Frontline Ltd.
 
39

 
1,822

Capesize Chartering Ltd
 

 
879

Affiliates of Hemen
 

 
44,000

 
 
39

 
46,730



32



As of June 30, 2018 and December 31, 2017, current receivables and payables with related parties mainly comprise unpaid fees for services rendered from and to related parties. Long-term related party debt consists of financing in connection with acquisition of vessels from affiliates of Hemen.

In connection with the acquisition of two Panamax vessels from affiliates of Hemen in 2017, we assumed an aggregate of $22.5 million in debt under seller's credit agreements. In addition, in connection with the agreements to acquire two Capesize vessels from affiliates of Hemen in October 2017, we entered into seller's credit loans with an affiliate of Hemen of $21.5 million for each vessel. The second of the two Capesize vessels was delivered to us in January 2018 and we issued 2,000,000 consideration shares to Hemen. The aggregate amount under the seller's credit loans of $65.5 million was prepaid in June 2018.

As of June 30, 2018, Hemen, our largest shareholder, owns $124.4 million of the Convertible Bond, which is convertible into 1,443,323 of our common shares at an exercise price of $86.19 per share.

18. FINANCIAL ASSETS AND LIABILITIES

Interest rate risk management
Our interest rate swaps are intended to reduce the risk associated with fluctuations in interest rates whereby the floating interest rate on an original principal amount of $500 million (December 31, 2017: $500 million) are swapped to fixed rate. Credit risk exists to the extent that the counter parties are unable to perform under the contracts but this risk is considered remote as the counter parties are well established banks, which may also participate in loan facilities to which the interest rate swaps are related.

Forward freight agreements
We take positions from time to time in the freight forward market, either as a hedge to a physical contract or as a speculative position. All such contracts are cleared through reputable clearing houses. Credit risk exists to the extent that our counterparties are unable to perform under the contracts but this risk is considered remote as well as participants post collateral security for their positions.

As of June 30, 2018, we had open positions aggregating to 435 days with maturities in 2018. In addition, we have entered into two forward freight options for 2019 and one for 2020. As of December 31, 2017, we had coverage in the aggregate of 470 days with maturity in 2018 under our FFAs.

Bunker derivatives
We enter into cargo contracts from time to time. We are then exposed to fluctuations in bunker prices, as the cargo contract price is based on an assumed bunker price for the trade. There is no guarantee that the hedge removes all the risk from the bunker exposure, due to possible differences in location and timing of the bunkering between the physical and financial position. The counterparties to such contracts are major banking and financial institutions. Credit risk exists to the extent that the counter parties are unable to perform under the contracts but this risk is considered remote as the counter parties are usually well established banks or other well renowned institutions in the market.

As of June 30, 2018 and December 31, 2017, we had outstanding bunker derivatives for about 15.3 thousand metric tonnes and 36.0 thousand metric tonnes, respectively.

Foreign currency risk
The majority of our transactions, assets and liabilities are denominated in United States dollars, our functional currency. However, we incur expenditure in currencies other than the functional currency, mainly in Norwegian Kroner and Singapore Dollars. There is a risk that currency fluctuations in transactions incurred in currencies other than the functional currency will have a negative effect of the value of our cash flows. We are then exposed to currency fluctuations and we may enter into foreign currency swaps to mitigate such risk exposures. The counterparties to such contracts are major banking and financial institutions. Credit risk exists to the extent that the counter parties are unable to perform under the contracts but this risk is considered remote as the counter parties are well established banks.

As of June 30, 2018 and December 31, 2017, we had contracts to swap USD to NOK for a notional amount of $6.4 million and $7.0 million, respectively.

Changes in the fair value of our derivative instruments are recorded in "Gain (loss) on derivatives" in the consolidated statement of operations, as disclosed in Note 15.

Fair values

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The guidance for fair value measurements applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The same guidance requires that assets and liabilities carried at fair value should be classified and disclosed in one of the following three categories based on the inputs used to determine its fair value:

Level 1: Quoted market prices in active markets for identical assets or liabilities;
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;
Level 3: Unobservable inputs that are not corroborated by market data.

In addition, ASC 815, “Derivatives and Hedging” requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position.

The carrying value and estimated fair value of our financial instruments at June 30, 2018 and December 31, 2017 are as follows:
 
 
 
2018

 
2018

 
2017

 
2017

 (in thousands of $)
 
 
Fair
Value

 
Carrying
Value

 
Fair
Value

 
Carrying
 Value

Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
249,970

 
249,970

 
309,029

 
309,029

Restricted cash
 
 
71,691

 
71,691

 
62,955

 
62,955

Marketable securities
 
 
15,449

 
15,449

 
16,300

 
16,300

Derivative assets
 
 
11,811

 
11,811

 
3,748

 
3,748

Liabilities
 
 
 
 
 
 
 
 
 
Long term debt - floating
 
 
1,222,308

 
1,222,308

 
1,069,538

 
1,069,538

Long term debt - convertible bond
 
 
195,000

 
165,707

 
195,000

 
178,856

Long term debt - related party seller's credit
 
 

 

 
44,000

 
44,000

Derivative liabilities
 
 
913

 
913

 
2,293

 
2,293


The fair value hierarchy of our financial instruments at June 30, 2018 is as follows:
 (in thousands of $)
 
 
2018 Fair
Value

 
Level 1

 
Level 2

 
Level 3

Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
249,970

 
249,970

 

 

Restricted cash
 
 
71,691

 
71,691

 

 

Marketable securities
 
 
15,449

 
15,449

 

 

Derivative assets
 
 
11,811

 

 
11,811

 

Liabilities
 
 
 
 
 
 
 
 
 
Long term debt - floating
 
 
1,222,308

 

 
1,222,308

 

Long term debt - convertible bond
 
 
195,000

 

 
195,000

 

Long term debt - related party seller's credit
 
 

 

 

 

Derivative liabilities
 
 
913

 

 
913

 



34



The fair value hierarchy of our financial instruments at December 31, 2017 is as follows:
 (in thousands of $)
 
 
2017 Fair
Value

 
Level 1