6-K
Star Bulk Carriers Corp. (SBLK)
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 May 2021
Commission File Number: 001-33869
STAR BULK CARRIERS CORP.
(Translation of registrant’s name into English)
Star Bulk Carriers Corp.
c/o Star Bulk Management Inc.
40 Agiou Konstantinou Street,
15124 Maroussi,
Athens, Greece
(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 ☒ 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): ☐
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): ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached as Exhibit 99.1 to this Form 6-K is a Management’s Discussion and Analysis of Financial Condition and Results of Operations and the unaudited interim condensed consolidated financial statements of the Company as of and for the three months ended March 31, 2020 and 2021.
The information contained in this Form 6-K (including the exhibit hereto) is hereby incorporated by reference into the registrant's Registration Statements on Form F-3 (File Nos. 333-230687, 333-232765, 333-234125 and 333-252808) and Registration Statement on Form S-8 (File No. 333-176922), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This Form 6-K, and the documents to which the Company refers in this Form 6-K, as well as information included in oral statements or other written statements made or to be made by the Company, contain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, with respect to our financial condition, results of operations and business and our expectations or beliefs concerning future events. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “projects,” “likely,” “would,” “could” and similar expressions or phrases may identify forward-looking statements.
All forward-looking statements involve risks and uncertainties. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from expected results.
In addition, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include:
| • | general dry bulk shipping market conditions, including fluctuations in charter rates and vessel values; |
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| • | the strength of world economies; |
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| • | the stability of Europe and the Euro; |
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| • | fluctuations in interest rates and foreign exchange rates; |
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| • | the impact of the expected discontinuance of the London Interbank Offered Rate, or LIBOR, after 2021 on interest rates of our debt that reference LIBOR; |
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| • | business disruptions due to natural disasters or other disasters outside our control, such as the ongoing global outbreak of the novel coronavirus (“COVID-19”); |
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| • | the length and severity of epidemics and pandemics, including COVID-19 and its impact on the demand for seaborne transportation in the dry bulk sector; |
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| • | changes in supply and demand in the dry bulk shipping industry, including the market for our vessels and the number of newbuildings under construction; |
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| • | the potential for technological innovation in the sector in which we operate and any corresponding reduction in the value of our vessels or the charter income derived therefrom; |
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| • | changes in our operating expenses, including bunker prices, dry docking, crewing and insurance costs; |
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| • | changes in governmental rules and regulations or actions taken by regulatory authorities; |
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| • | potential liability from pending or future litigation and potential costs due to environmental damage and vessel collisions; |
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| • | the impact of increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our Environmental, Social and Governance ("ESG")<br> policies; |
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| • | general domestic and international political conditions or events, including “trade wars”; |
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| • | the impact on our common shares and reputation if our vessels were to call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments; |
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| • | potential disruption of shipping routes due to accidents or political events; |
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| • | the availability of financing and refinancing; |
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| • | the failure of our contract counterparties to meet their obligations |
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| • | our ability to meet requirements for additional capital and financing to grow our business; |
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| • | the impact of our indebtedness and the compliance with the covenants included in our debt agreements; |
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| • | vessel breakdowns and instances of off-hire; |
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| • | potential exposure or loss from investment in derivative instruments; |
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| • | potential conflicts of interest involving our Chief Executive Officer, his family and other members of our senior management; |
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| • | our ability to complete acquisition transactions as and when planned; and |
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| • | the risk factors and other factors referred to in the Company’s reports filed with or furnished to the SEC. |
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Consequently, all of the forward-looking statements we make in this document are qualified by the information contained or referred to herein, including, but not limited to, (i) the information contained under this heading and (ii) the information disclosed in the Company’s annual report on Form 20-F for the fiscal year ended 2020, filed with the SEC on April 1, 2021, as amended on April 2, 2021.
You should carefully consider the cautionary statements contained or referred to in this section in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. Except as required by law, the Company undertakes no obligation to update any of these forward-looking statements.
SIGNATURE
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.
Dated: May 24, 2021
| COMPANY NAME | ||
|---|---|---|
| By: | /s/ Simos Spyrou | |
| Name: | Simos Spyrou | |
| Title: | Co-Chief Financial Officer |
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 99.1 | Management’s Discussion and Analysis of Financial Condition and Results of Operations and our unaudited interim condensed consolidated financial statements of the Company as of and for the<br> three months ended March 31, 2020 and 2021. |
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of the financial condition and results of operations of Star Bulk Carriers Corp. (“Star Bulk”) for the three-month periods ended March 31, 2020 and 2021. Unless otherwise specified herein, references to the “Company,” “we,” “us” or “our” shall include Star Bulk and its subsidiaries. You should read the following discussion and analysis together with the unaudited interim condensed consolidated financial statements and related notes included elsewhere herein. For additional information relating to our management’s discussion and analysis of financial conditions and results of operations, please see our Annual Report on Form 20‑F for the year ended December 31, 2020, which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 1, 2021, as amended on April 2, 2021 (the “2020 Annual Report”). Unless otherwise defined herein, capitalized words and expressions used herein shall have the same meanings ascribed to them in the 2020 Annual Report. This discussion includes forward-looking statements which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements.
Overview
We are a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Our vessels transport major bulks, which include iron ore, coal and grain, and minor bulks which include bauxite, fertilizers and steel products. We were incorporated in the Marshall Islands on December 13, 2006 and, on December 3, 2007, we commenced operations when we took delivery of our first vessel. We maintain offices in Athens, Oslo, New York, Limassol Singapore and Germany. Our common shares trade on the Nasdaq Global Select Market under the symbol “SBLK.”
Our Fleet
On May 19, 2021 we took delivery of the SBI Pegasus (tbr Star Athena), the seventh and final vessel pursuant to the previously announced transaction with Eneti Inc. (NYSE: NETI), formerly known as Scorpio Bulkers Inc. We issued to the relevant affiliates of Eneti Inc. 350,797 common shares representing the share consideration for the seventh vessel and we assumed the outstanding lease obligations associated with the vessel.
As of May 19, 2021, our owned (on a fully delivered basis following the delivery of the two Kamsarmax Resale Vessels) fleet consisted of 128 operating vessels with an aggregate carrying capacity of approximately 14.1 million dwt, consisting of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax vessels. As used herein, “Eneti Acquisition Vessels” refers to the seven vessels subject to our acquisition pursuant to the agreement entered into on February 2, 2021 among us and Eneti Inc. and certain other parties; and “Kamsarmax Resale Vessels” refers to the two vessels subject to our acquisition pursuant to the definitive agreement entered into on March 3, 2021 between us and a third party. For additional information relating to the Eneti Acquisition Vessels and the Kamsarmax Resale Vessels, please see our 2020 Annual Report. We believe our Company is the largest US listed dry bulk operator in terms of number vessels and deadweight tonnage.
The following tables present summary information relating to our fleet as of May 19, 2021:
Operating Fleet:
| Date | |||||
|---|---|---|---|---|---|
| Wholly Owned Subsidiaries | Vessel Name | DWT | Delivered to Star Bulk | Year Built | |
| 1 | Sea Diamond Shipping LLC | Goliath (1) | 209,537 | July 15, 2015 | 2015 |
| 2 | Pearl Shiptrade LLC | Gargantua (1) | 209,529 | April 2, 2015 | 2015 |
| 3 | Star Ennea LLC | Star Gina 2GR | 209,475 | February 26, 2016 | 2016 |
| 4 | Coral Cape Shipping LLC | Maharaj (1) | 209,472 | July 15, 2015 | 2015 |
| 5 | Star Castle II LLC | Star Leo | 207,939 | May 14, 2018 | 2018 |
| 6 | ABY Eleven Ltd | Star Laetitia | 207,896 | August 3, 2018 | 2017 |
| 7 | Domus Shipping LLC | Star Ariadne | 207,812 | March 28, 2017 | 2017 |
| 8 | Star Breezer LLC | Star Virgo | 207,810 | March 1, 2017 | 2017 |
| 9 | Star Seeker LLC | Star Libra (1) | 207,765 | June 6, 2016 | 2016 |
| 10 | ABY Nine Ltd | Star Sienna | 207,721 | August 3, 2018 | 2017 |
| 11 | Clearwater Shipping LLC | Star Marisa | 207,709 | March 11 2016 | 2016 |
| 12 | ABY Ten Ltd | Star Karlie | 207,566 | August 3, 2018 | 2016 |
| 13 | Star Castle I LLC | Star Eleni | 207,555 | January 3, 2018 | 2018 |
| 14 | Festive Shipping LLC | Star Magnanimus | 207,490 | March 26, 2018 | 2018 |
| 15 | New Era II Shipping LLC | Debbie H | 206,861 | May 28, 2019 | 2019 |
| 16 | New Era III Shipping LLC | Star Ayesha | 206,852 | July 15, 2019 | 2019 |
| 17 | New Era I Shipping LLC | Katie K | 206,839 | April 16, 2019 | 2019 |
| 18 | Cape Ocean Maritime LLC | Leviathan | 182,511 | September 19, 2014 | 2014 |
| 19 | Cape Horizon Shipping LLC | Peloreus | 182,496 | July 22, 2014 | 2014 |
| 20 | Star Nor I LLC | Star Claudine | 181,258 | July 6, 2018 | 2011 |
| 21 | Star Nor II LLC | Star Ophelia | 180,716 | July 6, 2018 | 2010 |
| 22 | Christine Shipco LLC | Star Martha | 180,274 | October 31, 2014 | 2010 |
| 23 | Sandra Shipco LLC | Star Pauline | 180,233 | December 29, 2014 | 2008 |
| 24 | Pacific Cape Shipping LLC | Pantagruel | 180,181 | July 11, 2014 | 2004 |
| 25 | Star Borealis LLC | Star Borealis | 179,678 | September 9, 2011 | 2011 |
| 26 | Star Polaris LLC | Star Polaris | 179,546 | November 14, 2011 | 2011 |
| 27 | Star Nor III LLC | Star Lyra | 179,147 | July 6, 2018 | 2009 |
| 28 | Star Regg IV LLC | Star Bayonne | 178,977 | January 26, 2021 | 2010 |
| 29 | Star Regg V LLC | Star Borneo | 178,978 | January 26, 2021 | 2010 |
| 30 | Star Regg VI LLC | E.R. Buenos Aires | 178,978 | January 26, 2021 | 2010 |
| 31 | Star Regg II LLC | Star Janni | 178,978 | January 7, 2019 | 2010 |
| 32 | Star Regg I LLC | Star Marianne | 178,906 | January 14, 2019 | 2010 |
| 33 | Star Trident V LLC | Star Angie | 177,931 | October 29, 2014 | 2007 |
| 34 | Sky Cape Shipping LLC | Big Fish | 177,662 | July 11, 2014 | 2004 |
| 35 | Global Cape Shipping LLC | Kymopolia | 176,990 | July 11, 2014 | 2006 |
| 36 | Star Trident XXV Ltd. | Star Triumph | 176,343 | December 8, 2017 | 2004 |
| 37 | ABY Fourteen Ltd | Star Scarlett | 175,800 | August 3, 2018 | 2014 |
| 38 | ABY Fifteen Ltd | Star Audrey | 175,125 | August 3, 2018 | 2011 |
| 39 | Sea Cape Shipping LLC | Big Bang | 174,109 | July 11, 2014 | 2007 |
| 40 | ABY I LLC | Star Paola | 115,259 | August 3, 2018 | 2011 |
| Wholly Owned Subsidiaries | Vessel Name | DWT | Delivered to Star Bulk | Year Built | |
|---|---|---|---|---|---|
| 41 | ABM One Ltd | Star Eva | 106,659 | August 3, 2018 | 2012 |
| 42 | Nautical Shipping LLC | Amami | 98,681 | July 11, 2014 | 2011 |
| 43 | Majestic Shipping LLC | Madredeus | 98,681 | July 11, 2014 | 2011 |
| 44 | Star Sirius LLC | Star Sirius (1) | 98,681 | March 7, 2014 | 2011 |
| 45 | Star Vega LLC | Star Vega (1) | 98,681 | February 13, 2014 | 2011 |
| 46 | ABY II LLC | Star Aphrodite | 92,006 | August 3, 2018 | 2011 |
| 47 | Augustea Bulk Carrier Ltd | Star Piera | 91,952 | August 3, 2018 | 2010 |
| 48 | Augustea Bulk Carrier Ltd | Star Despoina | 91,945 | August 3, 2018 | 2010 |
| 49 | Star Nor IV LLC | Star Electra | 83,494 | July 6, 2018 | 2011 |
| 50 | Star Alta I LLC | Star Angelina | 82,981 | December 5, 2014 | 2006 |
| 51 | Star Alta II LLC | Star Gwyneth | 82,790 | December 5, 2014 | 2006 |
| 52 | Star Trident I LLC | Star Kamila | 82,769 | September 3, 2014 | 2005 |
| 53 | Star Nor VI LLC | Star Luna | 82,687 | July 6, 2018 | 2008 |
| 54 | Star Nor V LLC | Star Bianca | 82,672 | July 6, 2018 | 2008 |
| 55 | Grain Shipping LLC | Pendulum | 82,619 | July 11, 2014 | 2006 |
| 56 | Star Trident XIX LLC | Star Maria | 82,598 | November 5, 2014 | 2007 |
| 57 | Star Trident XII LLC | Star Markella | 82,594 | September 29, 2014 | 2007 |
| 58 | Star Trident IX LLC | Star Danai | 82,574 | October 21, 2014 | 2006 |
| 59 | ABY Seven Ltd | Star Jeanette | 82,567 | August 3, 2018 | 2014 |
| 60 | Star Trident XI LLC | Star Georgia | 82,298 | October 14, 2014 | 2006 |
| 61 | Star Trident VIII LLC | Star Sophia | 82,269 | October 31, 2014 | 2007 |
| 62 | Star Trident XVI LLC | Star Mariella | 82,266 | September 19, 2014 | 2006 |
| 63 | Star Trident XIV LLC | Star Moira | 82,257 | November 19, 2014 | 2006 |
| 64 | Star Trident XVIII LLC | Star Nina | 82,224 | January 5, 2015 | 2006 |
| 65 | Star Trident X LLC | Star Renee | 82,221 | December 18, 2014 | 2006 |
| 66 | Star Trident II LLC | Star Nasia | 82,220 | August 29, 2014 | 2006 |
| 67 | Star Trident XIII LLC | Star Laura | 82,209 | December 8, 2014 | 2006 |
| 68 | Star Trident XV LLC | Star Jennifer | 82,209 | April 15, 2015 | 2006 |
| 69 | Star Nor VIII LLC | Star Mona | 82,188 | July 6, 2018 | 2012 |
| 70 | Star Trident XVII LLC | Star Helena | 82,187 | December 29, 2014 | 2006 |
| 71 | Star Nor VII LLC | Star Astrid | 82,158 | July 6, 2018 | 2012 |
| 72 | Star Zeus I LLC | Star Capoeira (1) | 82,000 | March 16, 2021 | 2015 |
| 73 | Waterfront Two Ltd | Star Alessia | 81,944 | August 3, 2018 | 2017 |
| 74 | Star Nor IX LLC | Star Calypso | 81,918 | July 6, 2018 | 2014 |
| 75 | Star Gaia LLC | Star Charis | 81,711 | March 22, 2017 | 2013 |
| 76 | Star Elpis LLC | Star Suzanna | 81,711 | May 15, 2017 | 2013 |
| 77 | Star Zeus VII LLC | Star Macarena (1) | 81,600 | March 6, 2021 | 2016 |
| 78 | Mineral Shipping LLC | Mercurial Virgo | 81,545 | July 11, 2014 | 2013 |
| 79 | Star Nor X LLC | Stardust | 81,502 | July 6, 2018 | 2011 |
| 80 | Star Nor XI LLC | Star Sky | 81,466 | July 6, 2018 | 2010 |
| 81 | Star Zeus VI LLC | Star Lambada (1) | 81,300 | March 16, 2021 | 2016 |
| 82 | Star Zeus II LLC | Star Carioca (1) | 81,300 | March 16, 2021 | 2015 |
| 83 | ABY III LLC | Star Lydia | 81,187 | August 3, 2018 | 2013 |
| 84 | ABY IV LLC | Star Nicole | 81,120 | August 3, 2018 | 2013 |
| 85 | ABY Three Ltd | Star Virginia | 81,061 | August 3, 2018 | 2015 |
| 86 | Star Nor XII LLC | Star Genesis | 80,705 | July 6, 2018 | 2010 |
| 87 | Star Nor XIII LLC | Star Flame | 80,448 | July 6, 2018 | 2011 |
| Wholly Owned Subsidiaries | Vessel Name | DWT | Delivered to Star Bulk | Year Built | |
|---|---|---|---|---|---|
| 88 | Star Trident III LLC | Star Iris | 76,466 | September 8, 2014 | 2004 |
| 89 | Star Trident XX LLC | Star Emily | 76,417 | September 16, 2014 | 2004 |
| 90 | Star Zeus III LLC | Star Athena (1) | 63,371 | May 19, 2021 | 2015 |
| 91 | Orion Maritime LLC | Idee Fixe (1) | 63,458 | March 25, 2015 | 2015 |
| 92 | Primavera Shipping LLC | Roberta (1) | 63,426 | March 31, 2015 | 2015 |
| 93 | Success Maritime LLC | Laura (1) | 63,399 | April 7, 2015 | 2015 |
| 94 | Ultra Shipping LLC | Kaley (1) | 63,283 | June 26, 2015 | 2015 |
| 95 | Blooming Navigation LLC | Kennadi (1) | 63,262 | January 8, 2016 | 2016 |
| 96 | Jasmine Shipping LLC | Mackenzie (1) | 63,226 | March 2, 2016 | 2016 |
| 97 | STAR LIDA I SHIPPING LLC | Star Apus (1) | 63,123 | July 16, 2019 | 2014 |
| 98 | Star Zeus V LLC | Star Bovarius (1) | 61,600 | March 16, 2021 | 2015 |
| 99 | Star Nor XV LLC | Star Wave | 61,491 | July 6, 2018 | 2017 |
| 100 | Star Challenger I LLC | Star Challenger (1) | 61,462 | December 12, 2013 | 2012 |
| 101 | Star Challenger II LLC | Star Fighter (1) | 61,455 | December 30, 2013 | 2013 |
| 102 | Star Axe II LLC | Star Lutas (1) | 61,347 | January 6, 2016 | 2016 |
| 103 | Aurelia Shipping LLC | Honey Badger (1) | 61,320 | February 27, 2015 | 2015 |
| 104 | Rainbow Maritime LLC | Wolverine (1) | 61,292 | February 27, 2015 | 2015 |
| 105 | Star Axe I LLC | Star Antares (1) | 61,258 | October 9, 2015 | 2015 |
| 106 | Star Zeus IV LLC | Star Subaru (1) | 61,000 | March 16, 2021 | 2015 |
| 107 | ABY Five Ltd | Star Monica | 60,935 | August 3, 2018 | 2015 |
| 108 | Star Asia I LLC | Star Aquarius | 60,916 | July 22, 2015 | 2015 |
| 109 | Star Asia II LLC | Star Pisces (1) | 60,916 | August 7, 2015 | 2015 |
| 110 | Star Nor XIV LLC | Star Glory | 58,680 | July 6, 2018 | 2012 |
| 111 | STAR LIDA XI SHIPPING LLC | Star Pyxis (1) | 56,615 | August 19, 2019 | 2013 |
| 112 | STAR LIDA VIII SHIPPING LLC | Star Hydrus (1) | 56,604 | August 8, 2019 | 2013 |
| 113 | STAR LIDA IX SHIPPING LLC | Star Cleo (1) | 56,582 | July 15, 2019 | 2013 |
| 114 | Star Trident VII LLC | Diva (1) | 56,582 | July 24, 2017 | 2011 |
| 115 | STAR LIDA VI SHIPPING LLC | Star Centaurus (1) | 56,559 | September 18, 2019 | 2012 |
| 116 | STAR LIDA VII SHIPPING LLC | Star Hercules (1) | 56,545 | July 16, 2019 | 2012 |
| 117 | STAR LIDA X SHIPPING LLC | Star Pegasus (1) | 56,540 | July 15, 2019 | 2013 |
| 118 | STAR LIDA III SHIPPING LLC | Star Cepheus (1) | 56,539 | July 16, 2019 | 2012 |
| 119 | STAR LIDA IV SHIPPING LLC | Star Columba (1) | 56,530 | July 23, 2019 | 2012 |
| 120 | STAR LIDA V SHIPPING LLC | Star Dorado (1) | 56,507 | July 16, 2019 | 2013 |
| 121 | STAR LIDA II SHIPPING LLC | Star Aquila (1) | 56,506 | July 15, 2019 | 2012 |
| 122 | Star Regg III LLC | Star Bright | 55,783 | October 10, 2018 | 2010 |
| 123 | Glory Supra Shipping LLC | Strange Attractor | 55,742 | July 11, 2014 | 2006 |
| 124 | Star Omicron LLC | Star Omicron | 53,489 | April 17, 2008 | 2005 |
| 125 | Star Zeta LLC | Star Zeta | 52,994 | January 2, 2008 | 2003 |
| 126 | Star Theta LLC | Star Theta | 52,425 | December 6, 2007 | 2003 |
| Total dwt | 13,908,404 |
Vessels to be delivered:
| Vessels to be delivered: | |||
|---|---|---|---|
| Wholly Owned Subsidiary | Vessel Name | DWT | Expected delivery to Star Bulk |
| Star Sun I LLC | Hull YZJ2015-2263 | 82,000 | May-21 |
| Star Sun II LLC | Hull YZJ2014-2264 | 82,000 | Jun-21 |
| Total dwt | 164,000 |
____________
| (1) | Subject to a sale and leaseback financing transaction as further described in Notes 7 and 15 to our consolidated financial statements included elsewhere<br> herein. |
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Liquidity and Capital Resources
Our principal sources of funds have been cash from operations, equity offerings, borrowings under secured credit facilities, debt securities or bareboat lease financings and proceeds from vessel sales. Our principal uses of funds have been capital expenditures to establish, grow our fleet, maintain the quality of our dry bulk carriers and comply with international shipping standards, environmental laws and regulations, fund working capital requirements, make principal and interest payments on outstanding indebtedness and make dividend payments when approved by the Board of Directors.
Our short-term liquidity requirements include paying operating costs, funding working capital requirements and the short-term equity portion of the cost of vessel acquisitions and vessel upgrades, interest and principal payments on outstanding indebtedness and maintaining cash reserves to strengthen our position against adverse fluctuations in operating cash flows. Our primary source of short-term liquidity is cash generated from operating activities, available cash balances as well as funds received from new debt and refinancings as well as equity financings.
Our medium- and long-term liquidity requirements are funding the equity portion of any newbuilding vessel installments and second hand vessel acquisitions, funding required payments under our vessel financing and other financing agreements and paying cash dividends when declared. Sources of funding for our medium and long-term liquidity requirements include cash flows from operations, new debt and refinancings, or bareboat lease financings, sale and lease back arrangements, equity issuances and vessel sales.
As of May 19, 2021, we had total cash of $223.2 million and $1,644.7 million of outstanding borrowings (including bareboat lease financing and 2022 Notes). In addition, following a number of interest rates swaps that we entered into during 2020 and 2021, we have converted a total of $978.9 million of such debt from floating to an average fixed rate of 44 bps with average maturity of 3.0 years. The remaining consideration to be paid for the two Kamsarmax Resale Vessels amounts to $44.0 million and we are in advanced negotiations with a major financing institution for its partial financing.
Our debt agreements contain financial covenants and undertakings requiring us to maintain various ratios, a summary of these terms included in Note 9 of the Company’s consolidated financial statements for the year ended December 31, 2020, included in the 2020 Annual Report.
We believe that our current cash balance, together with the $30.0 million available under our HSBC Working Capital Facility, as defined in our 2020 Annual Report, and our operating cash flows to be generated over the short-term period will be sufficient to meet our liquidity needs for the foreseeable future (and at least through the end of the second quarter of 2022), including funding the operations of our fleet, capital expenditure requirements and any other present financial requirements. However, we may seek additional indebtedness to finance future vessel acquisitions in order to maintain our cash position or to refinance our existing debt on more favorable terms. Our practice has been to acquire dry bulk carriers using a combination of funds from operations and bank debt or lease financing secured by mortgages or title of ownership on our dry bulk carriers held by the relevant lenders, respectively. Our business is capital-intensive and its future success will depend on our ability to maintain a high-quality fleet through the acquisition of newer dry bulk carriers and the selective sale of older dry bulk carriers. These acquisitions will be principally subject to management’s expectation of future market conditions as well as our ability to acquire dry bulk carriers on favorable terms. However our ability to obtain bank or lease financing, to refinance our existing debt or to access the capital markets for offerings in the future, may be limited by our financial condition at the time of any such financing or offering, including the market value of our fleet, as well as by adverse market conditions resulting from, among other things, general economic conditions, weakness in the financial and equity markets and contingencies and uncertainties, that are beyond our control.
On March 11, 2020, the World Health Organization declared the 2019 Novel Coronavirus (the “Covid-19”) outbreak a pandemic. In response to the outbreak, many countries, ports and organizations, including those where we conduct a large part of our operations, have implemented measures to combat the outbreak, such as quarantines and travel restrictions. These measures have resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets. There continues to be a high level of uncertainty relating to how the pandemic will evolve, including the availability of vaccines and their global deployment, the development of effective treatments, the imposition of effective public safety and other protective measures and the public's and government's responses to such measures. At present, it is not possible to ascertain any future impact of Covid-19 on the Company’s operational and financial performance, which may take some time to materialize and may not be fully reflected in the Company’s results for 2020 and 2021. However, an increase in the severity or duration or a resurgence of the Covid-19 pandemic and the timing of wide-scale vaccine distribution could have a material adverse effect on the Company’s business, results of operations, cash flows, financial condition, the carrying value of the Company’s assets, the fair values of the Company’s vessels, and the Company’s ability to pay dividends.
Dividend Policy
In November 2019, our Board of Directors established a dividend policy, which was updated on May 19, 2021, pursuant to which our Board of Directors intends to declare a dividend in each of February, May, August and November in an amount equal to (a) our Total Cash Balance minus (b) the product of (i) the Minimum Cash Balance per Vessel and (ii) the Number of Vessels.
“Total Cash Balance” means (a) the aggregate amount of cash on our balance sheet as of the last day of the quarter preceding the relevant dividend declaration date minus (b) any proceeds received by us, including our subsidiaries, from vessel sales, or additional proceeds from vessel refinancings, or securities offerings in the last 12 months that have been earmarked for share repurchases, debt prepayment, vessel acquisitions and general corporate purposes.
“Minimum Cash Balance per Vessel” means:
| a. | $1.40 million for March 31, 2021; |
|---|---|
| b. | $1.65 million for June 30, 2021 |
| --- | --- |
| c. | $1.90 million for September 30, 2021 |
| --- | --- |
| d. | $2.10 million for December 31, 2021 and thereafter |
| --- | --- |
“Number of Vessels” means the total number of vessels owned by us, or that are subject to sale and leaseback transactions and finance leases, as of the last day of the quarter preceding the relevant dividend declaration date.
As of March 31, 2021, we owned 125 vessels and our Total Cash Balance was at $206.6 million. Adjusted for the Minimum Cash Balance per Vessel for March 31, 2021 of $1.40 million, resulted in total declared dividend amount of approximately $31.0 million or $0.30 per share.
Since Star Bulk is a holding company with no material assets other than the shares of its subsidiaries through which it conducts its operations, Star Bulk’s ability to pay dividends will depend on its subsidiaries distributing their earnings and cash flow to it. Any future dividends declared will be at the discretion and remain subject to approval of our Board of Directors each quarter after its review of our financial condition and other factors, including but not limited to our earnings, the prevailing charter market conditions, capital requirements, limitations under our debt agreements and applicable provisions of Marshall Islands law, which generally prohibits the payment of dividends other than from operating surplus or while a company is insolvent or would be rendered insolvent upon the payment of such dividend. Star Bulk’s dividend policy and declaration and payment of dividends may be changed at any time and are subject to legally available funds and our Board of Directors’ determination that each declaration and payment is at the time in the best interests of Star Bulk and its shareholders after its review of our financial performance.
There can be no assurance that our Board of Directors will declare or pay any dividend in the future.
The dividend is payable on or about June 14, 2021, to all shareholders of record as of May 31, 2021 (“Record Date”). The ex-dividend date is expected to be May 30, 2021.
Other Recent Developments
Please refer to Note 15 to our unaudited interim condensed consolidated financial statements, included elsewhere herein, for developments that took place after March 31, 2021.
Operating Results
Factors Affecting Our Results of Operations
We deploy our vessels on a mix of short to medium time charters or voyage charters, contracts of affreightment or in dry bulk carrier pools, according to our assessment of market conditions. We adjust the mix of these charters to take advantage of the relatively stable cash flow and high utilization rates associated with medium to long-term time charters, or to profit from attractive spot charter rates during periods of strong charter market conditions, or to maintain employment flexibility that the spot market offers during periods of weak charter market conditions. The following table reflects certain operating data of our fleet, including our ownership days and TCE rates, which we believe are important measures for analyzing trends in our results of operations, for the periods indicated:
| Three-month period ended March 31, | ||||
|---|---|---|---|---|
| (TCE rates expressed in U.S. Dollars) | 2020 | 2021 | ||
| Average number of vessels (1) | 116.0 | 119.3 | ||
| Number of vessels (2) | 116 | 125 | ||
| Average age of operational fleet (in years) (3) | 8.5 | 9.3 | ||
| Ownership days (4) | 10,556 | 10,737 | ||
| Available days (5) | 9,118 | 10,115 | ||
| Charter-in days (6) | 367 | 175 | ||
| Time Charter Equivalent Rate (TCE rate) (7) | $ | 10,949 | $ | 15,461 |
| (1) | Average number of vessels is the number of vessels that constituted our owned fleet for the relevant period, as measured by the sum of the number of days each operating vessel<br> was a part of our owned fleet during the period divided by the number of calendar days in that period. | |||
| --- | --- | |||
| (2) | As of the last day of the periods reported. | |||
| --- | --- | |||
| (3) | Average age of our operational fleet is calculated as of the end of each period. | |||
| --- | --- | |||
| (4) | Ownership days are the total calendar days each vessel in the fleet was owned by us for the relevant period, including vessels subject<br> to sale and leaseback transactions and finance leases. | |||
| --- | --- | |||
| (5) | Available days for the fleet are the Ownership days after subtracting off-hire days for major repairs, dry docking or special or intermediate surveys and scrubber/ Ballast<br> Water Treatment System (“BWTS”) installation. The available days for the first quarter 2021 were also decreased by off-hire days relating to disruptions in connection with crew changes as a result of COVID-19. Available Days as presented<br> above may not necessarily be comparable to Available Days of other companies due to differences in methods of calculation. | |||
| --- | --- | |||
| (6) | Charter-in days are the total days that we charter-in vessels not owned by us. | |||
| --- | --- | |||
| (7) | Time charter equivalent rate represents the weighted average daily TCE rates of our operating fleet (including owned fleet and fleet under charter-in arrangements). TCE rate is<br> a measure of the average daily net revenue performance of our vessels. Our method of calculating TCE rate is determined by dividing (a) TCE Revenues which consists of: voyage revenues (net of voyage expenses, charter-in hire expense,<br> amortization of fair value of above/below market acquired time charter agreements, as well as adjusted for the impact of realized gain/(loss) on forward freight agreements (“FFAs”) and bunker swaps) by (b) Available days for the relevant time<br> period. Available days do not include the Charter-in days as per the relevant definitions provided above. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by<br> the charterer under a time charter contract, as well as commissions. In the calculation of TCE Revenues, we also include the realized gain/(loss) on FFAs and bunker swaps as we believe that this method better reflects the chartering result of<br> our fleet and is more comparable to the method used by our peers. TCE Revenues and TCE rate, which are non-GAAP measures, provide additional meaningful information in conjunction with voyage revenues, the most directly comparable GAAP<br> measure, because they assist our management in making decisions regarding the deployment and use of our vessels and because we believe that they provide useful information to investors regarding our financial performance. TCE rate is a<br> standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance despite changes in the mix of charter types (i.e., voyage charters, time charters, bareboat charters and<br> pool arrangements) under which its vessels may be employed between the periods. TCE Revenues and TCE rate, as presented above, may not necessarily be comparable to those of other companies due to differences in methods of calculation. | |||
| --- | --- |
The following table reflects the calculation of our TCE rates as discussed in footnote (7) above. The table presents reconciliation of TCE Revenues to voyage revenues as reflected in the unaudited interim condensed consolidated statement of operations.
| Three-month period ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (In thousands of U.S. Dollars, except as otherwise stated) | 2020 | 2021 | ||||
| Voyage revenues | $ | 160,862 | $ | 200,467 | ||
| Less: | ||||||
| Voyage expenses | (55,310 | ) | (40,052 | ) | ||
| Charter-in hire expenses | (8,774 | ) | (2,943 | ) | ||
| Realized gain/(loss) on FFAs/bunker swaps | 3,545 | (891 | ) | |||
| Amortization of fair value of below/above market acquired time charter agreements | (487 | ) | (187 | ) | ||
| Time charter equivalent revenues | $ | 99,836 | $ | 156,394 | ||
| Available days | 9,118 | 10,115 | ||||
| Daily time charter equivalent rate ("TCE") | $ | 10,949 | $ | 15,461 |
Voyage Revenues
Voyage revenues are driven primarily by the number of vessels in our operating fleet, the duration of our charters, the number of charter-in days, the amount of daily charter hire or freight rates that our vessels earn under time and voyage charters, respectively, which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the number of vessels chartered-in, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry dock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, levels of supply and demand in the seaborne transportation market.
Vessels operating on time charters for a certain period of time provide more predictable cash flows over that period of time, but can yield lower profit margins than vessels operating in the spot charter market during periods characterized by favorable market conditions. Vessels operating in the spot charter market generate revenues that are less predictable, but may enable us to capture increased profit margins during periods of improved charter rates, although we would be exposed to the risk of declining vessel rates, which may have a materially adverse impact on our financial performance. If we employ vessels on period time charters, future spot market rates may be higher or lower than the rates at which we have employed our vessels on period time charters.
Voyage Expenses
Voyage expenses may include port and canal charges, agency fees, fuel (bunker) expenses and brokerage commissions payable to related and third parties. Voyage expenses are incurred for our owned and chartered-in vessels during voyage charters or when the vessel is unemployed. Bunker expenses, port and canal charges primarily increase in periods during which vessels are employed on voyage charters because these expenses are paid by the owners. Our voyage expenses primarily consist of bunkers cost, port expenses and commissions paid in connection with the chartering of our vessels.
Charter-in hire expenses
Charter-in hire expenses represent hire expenses for chartering-in third and related party vessels, either under time charters or voyage charters.
Vessel Operating Expenses
Vessel operating expenses include crew wages and related costs, the cost of insurance and vessel registry, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes, regulatory fees, vessel scrubbers and BWTS maintenance expenses, lubricants and other miscellaneous expenses. Other factors beyond our control, some of which may affect the shipping industry in general, including for instance, developments relating to market prices for crew wages, lubricants and insurance, may also cause these expenses to increase.
Dry Docking Expenses
Dry docking expenses relate to regularly scheduled intermediate survey or special survey dry docking necessary to preserve the quality of our vessels as well as to comply with international shipping standards and environmental laws and regulations. Dry docking expenses can vary according to the age of the vessel and its condition, the location where the dry docking takes place, shipyard availability and the number of days the vessel is under dry-dock. We utilize the direct expense method, under which we expense all dry docking costs as incurred.
Depreciation
We depreciate our vessels on a straight-line basis over their estimated useful lives, which is determined to be 25 years from the date of their initial delivery from the shipyard. Depreciation is calculated based on a vessel’s cost less the estimated residual value.
General and Administrative Expenses
We incur general and administrative expenses, including our onshore personnel related expenses, directors and executives’ compensation, share based compensation, legal, consulting, audit and accounting expenses.
Management Fees
Management fees include fees paid to third parties as well as related parties providing certain procurement services to our fleet.
(Gain) / Loss on Forward Freight Agreements and Bunker Swaps, net
From time to time, we take positions in freight derivatives, including freight forward agreements (the “FFAs”) and freight options with an objective to utilize those instruments as economic hedges that are highly effective in reducing the risk on specific vessels trading in the spot market and to take advantage of short term fluctuations in the market prices. Upon the settlement of the applicable FFA, if the contracted charter rate is less than the average of the rates, as reported by an identified index, for the specified route and time period, the seller of the FFA is required to pay the buyer the settlement sum, which is an amount equal to the difference between the contracted rate and the settlement rate, multiplied by the number of days in the specified period covered by the FFA. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. Our FFAs are settled on a daily basis mainly through reputable exchanges such as London Clearing House (LCH) or Singapore Exchange (SGX) so as to limit our exposure in over-the-counter transactions. Customary requirements for trading in FFAs include the maintenance of initial and variation margins based on expected volatility, open position and mark to market of the contracts. The fair value of the FFAs or freight options is treated as asset or liability until they are settled. Any such settlements by us or settlements to us under FFAs or freight options, if any, are recorded under (Gain)/Loss on forward freight agreements and bunker swaps, net.
Also, from time to time, we may enter into bunker swap contracts to manage our exposure to fluctuations of bunker prices associated with the consumption of bunkers by our vessels. Bunker swaps are agreements between two parties to exchange cash flows at a fixed price on bunkers, where volume, time period and price are agreed in advance. Our bunker swaps are settled through reputable clearing houses. Bunker price differentials paid or received under the swap agreements are recognized under (Gain)/Loss on forward freight agreements and bunker swaps, net.
The fair value of freight derivatives and bunker swaps is determined through Level 1 inputs of the fair value hierarchy (quoted prices from the applicable exchanges such as the London Clearing House (LCH) or the Singapore Exchange (SGX)). Our FFAs and bunker swaps do not qualify for hedge accounting and therefore unrealized gains or losses are recognized under (Gain)/Loss on forward freight agreements and bunker swaps, net.
Interest and Finance Costs
We incur interest expense and financing costs in connection with our outstanding indebtedness under our existing loan facilities (including sale and leaseback financing transactions) and the 2022 Notes. We also incur financing costs in connection with establishing those facilities, which are presented as a direct deduction from the carrying amount of that debt liability and amortize them to interest and financing costs over the term of the underlying obligation using the effective interest method.
Interest Income
We earn interest income on our cash deposits with our lenders and other financial institutions.
Gain / (Loss) on interest rate swaps, net
We enter into interest rate swap transactions to manage interest costs and risk associated with changing interest rates with respect to our variable interest loans and credit facilities. Interest rate swaps are recorded in the balance sheet as either assets or liabilities, measured at their fair value (Level 2), with changes in such fair value recognized in earnings under (gain)/loss on interest rate swaps, net, unless specific hedge accounting criteria are met. When interest rate swaps are designated and qualify as cash flow hedges, the effective portion of the unrealized gains/losses from those swaps is recorded in Other Comprehensive Income / (Loss) while any ineffective portion is recorded as Gain/(loss) on interest rate swaps, net.
Inflation
Inflation does not have a material effect on our expenses given current economic conditions. In the event that significant global inflationary pressures appear, these pressures would increase our operating, voyage, administrative and financing costs.
Results of Operations
The three-month period ended March 31, 2021 compared to the three-month period ended March 31, 2020
Voyage revenues net of Voyage expenses: Voyage revenues for the three months ended March 31, 2021 increased to $200.5 million from $160.9 million in the corresponding period in 2020. Time charter equivalent revenues (“TCE Revenues”) (as defined above) were $156.4 million compared to $99.8 million for the corresponding period in 2020, which is indicative of improved market conditions prevailing during the three month period ended March 31, 2021 compared to the corresponding period in 2020. As a result, the TCE rate for the first quarter of 2020 was $15,461 compared to $10,949 for the corresponding period in 2020. Please refer to the table above for the calculation of the TCE Revenues and TCE and their reconciliation with Voyage Revenues, which is the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
Charter-in hire expenses: Charter-in hire expenses for the three months ended March 31, 2021 and 2020 were $2.9 million and $8.8 million, respectively. This decrease is attributable to the decrease in charter-in days from 367 in the first quarter of 2020 to 175 in the corresponding period in 2021.
Vessel operating expenses: For the three months ended March 31, 2021 and 2020, vessel operating expenses were $47.4 million and $42.7 million, respectively. Vessel operating expenses for the first quarter of 2021 included pre-delivery and pre-joining expenses of $0.5 million and additional crew expenses related to the increased number of crew changes performed during the period as a result of COVID-19 restrictions imposed during 2020 of $1.3 million. The average number of our vessels also increased to 119.3 from 116.0.
Dry docking expenses: During the first quarter of 2021, we incurred $12.2 million dry docking expenses mainly attributable to 13 of our vessels that completed their periodic dry docking surveys within such period. During the first quarter of 2020, 15 of our vessels completed their periodic dry docking surveys expenses and we incurred $13.4 million dry docking expenses in connection therewith.
Depreciation: Depreciation expense increased to $36.2 million for the three month period ended March 31, 2021, compared to $34.6 million for the corresponding period in 2020. The increase was mainly driven by the higher average number of vessels in 2021 compared to 2020 as discussed above.
Management fees: Management fees for the three month period ended March 31, 2021 and 2020 were $4.7 million and $4.6 million, respectively. The increase is attributable to the management agreements entered into in connection with the fleet we acquired during the first quarter of 2021.
General and administrative expenses: General and administrative expenses for the three month period ended March 31, 2021 were $7.3 million compared to $6.0 million in the corresponding period in 2020. The increase is primarily attributable to the reversal in the first quarter of 2020, of previously recognized stock based compensation expenses of $1.2 million, following the reassessment of the probability of achieving the performance conditions for some of our outstanding awards.
(Gain)/Loss on forward freight agreements and bunker swaps, net: For the three month period ended March 31, 2021, we incurred a loss on FFAs and bunker swaps of $2.1 million, consisting of a realized loss of $0.9 million and an unrealized loss of $1.2 million. For the three month period ended March 31, 2020, (Gain)/Loss on FFAs and bunker swaps amounted to a $27.6 million gain, consisting of realized gain of $3.6 million and unrealized gain of $24.0 million.
(Gain)/Loss on time charter agreement termination: Within the first quarter of 2021 the time charter agreement assumed on the acquisition of the vessel Star Karlie was early terminated. As a result the unamortized balance, at the time of termination, of the corresponding fair value of below market acquired time charters, amounting to $1.1 million, was written off to earnings as a gain and separately presented under (Gain)/Loss on time charter agreement termination.
Interest and finance costs net of interest and other income/(loss): Interest and finance costs net of interest and other income/(loss) for the first quarters of 2021 and 2020 were $12.7 million and $20.1 million, respectively. Despite the increase in the weighted average balance of our outstanding indebtedness to $1,604.5 million during the first quarter of 2021, from $1,593.2 million for the same period in 2020, the interest and finance costs net of interest and other income/ (loss) decreased due to the decrease in the average interest rate on our outstanding indebtedness, mainly driven by the refinancing of certain of our debt agreements, the interest rate swap agreements that we entered into in 2020 and 2021 and the lower LIBOR rates during the first quarter of 2021 compared to the same period in 2020.
Loss on debt extinguishment: During the three months ended March 31, 2020, we recorded a $0.5 million loss on debt extinguishment representing expenses and the non-cash write-off of unamortized deferred finance charges in connection with the refinancing of certain credit facilities and lease financings.
Cash Flows
Net cash provided by operating activities for the first quarters of 2021 and 2020 was $79.2 million and $32.1 million, respectively. This increase was primarily driven by the higher charter rates due to the reopening of the global economy as well as a decrease in our interest payments due to our recent loan refinancing arrangements.
Net cash used in investing activities for the first quarters of 2021 and 2020 was $60.3 million and $31.9 million, respectively. The increase was primarily attributable to i) the equity portion paid in 2021 in connection with the acquisition of vessels as opposed to no vessel acquisitions in 2020 and ii) lower capital expenditures for BWTS and Scrubbers paid in 2021 compared to relevant payments in 2020.
Net cash used in financing activities for the first quarter of 2021 was $7.9 million compared to net cash provided by financing activities of $4.9 million in the first quarter of 2020. The decrease was primarily driven by higher debt repayments compared to debt proceeds in 2021 when in 2020 the debt proceeds exceeded the debt repayments and prepayments as well as the dividend payments made during the corresponding period.
Significant Accounting Policies and Critical Accounting Policies
For a description of our critical accounting policies and all of our significant accounting policies, see Note 2 to our audited financial statements and “Item 5 - Operating and Financial Review and Prospects,” included in our 2020 Annual Report. There have been no material changes from the “Critical Accounting Policies” previously disclosed in our 2020 Annual Report.
STAR BULK CARRIERS CORP.
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
| Consolidated Balance Sheets as of December 31, 2020 and March 31, 2021 (unaudited) | F-2 |
|---|---|
| Unaudited Interim Condensed Consolidated Statements of Operations for the three-month periods ended March 31, 2020 and 2021 | F-3 |
| Unaudited Interim Condensed Consolidated Statements of Comprehensive Income/(Loss) for the three-month periods ended March 31, 2020 and 2021 | F-4 |
| Unaudited Interim Condensed Consolidated Statements of Stockholders’ Equity for the three-month periods ended March 31, 2020 and 2021 | F-5 |
| Unaudited Interim Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2020 and 2021 | F-6 |
| Notes to Unaudited Interim Condensed Consolidated Financial Statements | F-7 |
F-1
STAR BULK CARRIERS CORP.
Consolidated Balance Sheets
As of December 31, 2020 and March 31, 2021 \(unaudited\)
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| March 31, 2021 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | 183,211 | $ | 189,127 | ||
| Restricted cash, current (Notes 8 and 13) | 7,299 | 12,419 | |||
| Trade accounts receivable, net | 38,090 | 43,314 | |||
| Inventories (Note 4) | 47,294 | 60,072 | |||
| Due from managers | 358 | - | |||
| Due from related parties (Note 3) | 481 | 751 | |||
| Prepaid expenses and other receivables | 17,687 | 20,089 | |||
| Derivatives, current asset portion (Note 13) | - | 156 | |||
| Other current assets (Note 14) | 12,991 | 15,013 | |||
| Total Current Assets | 307,411 | 340,941 | |||
| FIXED ASSETS | |||||
| Advances for vessels under construction and acquisition of vessels (Note 6) | - | 11,012 | |||
| Vessels and other fixed assets, net (Note 5) | 2,877,119 | 3,036,813 | |||
| Total Fixed Assets | 2,877,119 | 3,047,825 | |||
| OTHER NON-CURRENT ASSETS | |||||
| Long term investment (Note 3) | 1,321 | 1,476 | |||
| Restricted cash, non-current (Notes 8 and 13) | 5,021 | 5,021 | |||
| Leased buildings, right-of-use assets | 886 | 803 | |||
| Derivatives, non-current asset portion (Note 13) | - | 3,506 | |||
| Other non-current assets (Note 3) | 35 | 75 | |||
| TOTAL ASSETS | 3,191,793 | $ | 3,399,647 | ||
| LIABILITIES & SHAREHOLDERS' EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Current portion of long-term bank loans (Note 8) | 144,900 | $ | 154,148 | ||
| Lease financing short term (Note 7) | 44,873 | 53,440 | |||
| Accounts payable | 32,853 | 42,361 | |||
| Due to managers | 7,813 | 14,892 | |||
| Due to related parties (Note 3) | 1,439 | 1,199 | |||
| Accrued liabilities | 20,940 | 27,800 | |||
| Derivatives, current liability portion (Note 13) | 1,939 | 2,832 | |||
| Deferred revenue | 11,675 | 14,447 | |||
| Total Current Liabilities | 266,432 | 311,119 | |||
| NON-CURRENT LIABILITIES | |||||
| 8.30% 2022 Notes, net of unamortized notes issuance costs of 768 and 667, as of December 31, 2020 and March 31, 2021, respectively (Note 8) | 49,232 | 49,333 | |||
| Long-term bank loans, net of current portion and unamortized loan issuance costs of 13,761 and 12,890, as of December 31, 2020 and March 31, 2021, respectively (Note 8) | 938,699 | 937,126 | |||
| Lease financing long term, net of unamortized lease issuance costs of 6,181 and 6,117, as of December 31, 2020 and March 31, 2021, respectively (Note 7) | 382,417 | 446,624 | |||
| Derivatives, non-current liability portion (Note 13) | 2,265 | 368 | |||
| Fair value of below market time charters acquired | 1,289 | - | |||
| Leased buildings, operating lease liabilities | 886 | 803 | |||
| Other non-current liabilities | 1,046 | 964 | |||
| TOTAL LIABILITIES | 1,642,266 | 1,746,337 | |||
| COMMITMENTS & CONTINGENCIES (Note 12) | |||||
| SHAREHOLDERS' EQUITY | |||||
| Preferred Shares; 0.01 par value, authorized 25,000,000 shares; none issued or outstanding at December 31, 2020 and March 31, 2021, respectively (Note 9) | - | - | |||
| Common Shares, 0.01 par value, 300,000,000 shares authorized; 97,146,687 shares issued and 97,139,716 shares (net of treasury shares) outstanding as of December 31, 2020; <br> 101,888,919 shares issued and outstanding as of March 31, 2021 (Note 9) | 971 | 1,019 | |||
| Additional paid in capital | 2,548,956 | 2,610,974 | |||
| Treasury shares (6,971 and nil shares at December 31, 2020 and March 31, 2021, respectively) | (93 | ) | - | ||
| Accumulated other comprehensive income/(loss) | (3,993 | ) | 1,868 | ||
| Accumulated deficit | (996,314 | ) | (960,551 | ) | |
| Total Shareholders' Equity | 1,549,527 | 1,653,310 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 3,191,793 | $ | 3,399,647 |
All values are in US Dollars.
The accompanying notes are integral part of these unaudited interim condensed consolidated financial statements.
F-2
STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Operations
For the three-month periods ended March 31, 2020 and 2021
\(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated\)
| Three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2021 | |||||
| Revenues: | ||||||
| Voyage revenues (Note 14) | $ | 160,862 | $ | 200,467 | ||
| Expenses | ||||||
| Voyage expenses (Note 3) | 55,310 | 40,052 | ||||
| Charter-in hire expenses (Note 3) | 8,774 | 2,943 | ||||
| Vessel operating expenses | 42,718 | 47,354 | ||||
| Dry docking expenses | 13,361 | 12,191 | ||||
| Depreciation (Note 5) | 34,637 | 36,233 | ||||
| Management fees (Notes 3) | 4,606 | 4,667 | ||||
| General and administrative expenses (Note 3) | 6,033 | 7,297 | ||||
| (Gain)/Loss on time charter agreement termination | - | (1,102 | ) | |||
| Other operational loss | 51 | 1,340 | ||||
| Other operational gain | (477 | ) | (1,017 | ) | ||
| (Gain)/Loss on forward freight agreements and bunker swaps, net (Note 13) | (27,586 | ) | 2,085 | |||
| Total operating expenses | 137,427 | 152,043 | ||||
| Operating income / (loss) | 23,435 | 48,424 | ||||
| Other Income/ (Expenses): | ||||||
| Interest and finance costs (Note 8) | (20,553 | ) | (14,440 | ) | ||
| Interest and other income/(loss) | 447 | 1,750 | ||||
| Loss on debt extinguishment (Note 8) | (542 | ) | - | |||
| Total other expenses, net | (20,648 | ) | (12,690 | ) | ||
| Income / (loss) before taxes and equity in income of investee | $ | 2,787 | $ | 35,734 | ||
| Income taxes | (43 | ) | - | |||
| Income/(Loss) before equity in income of investee | 2,744 | 35,734 | ||||
| Equity in income of investee | 11 | 29 | ||||
| Net income/(loss) | 2,755 | 35,763 | ||||
| Earnings / (Loss) per share, basic and diluted | $ | 0.03 | $ | 0.36 | ||
| Weighted average number of shares outstanding, basic (Note 10) | 95,797,142 | 98,712,581 | ||||
| Weighted average number of shares outstanding, diluted (Note 10) | 95,916,479 | 99,019,944 |
The accompanying notes are integral part of these unaudited interim condensed consolidated financial statements.
F-3
STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income / \(Loss\)
For the three-month periods ended March 31, 2020 and 2021
\(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated\)
| Three months ended March 31, | |||||
|---|---|---|---|---|---|
| 2020 | 2021 | ||||
| Net income / (loss) | $ | 2,755 | $ | 35,763 | |
| Other comprehensive income / (loss): | |||||
| Unrealized gains / losses from cash flow hedges: | |||||
| Unrealized gain / (loss) from hedging interest rate swaps recognized in Other comprehensive income/(loss) before reclassifications | (1,839 | ) | 5,419 | ||
| Less: | |||||
| Reclassification adjustments of interest rate swap gain/(loss) | (9 | ) | 442 | ||
| Other comprehensive income / (loss) | (1,848 | ) | 5,861 | ||
| Total comprehensive income / (loss) | $ | 907 | $ | 41,624 |
The accompanying notes are integral part of these unaudited interim condensed consolidated financial statements.
F-4
STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Stockholders’ Equity
For the three-month periods ended March 31, 2020 and 2021
\(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated\)
| Par Value | Additional Paid-in Capital | Accumulated Other Comprehensive income/(loss) | Accumulated deficit | Treasury stock | Total Shareholders' Equity | ||||||||||||||
| Balance January 1, 2020 | 96,073,197 | $ | 961 | $ | 2,544,342 | $ | - | $ | (1,001,170 | ) | $ | (93 | ) | $ | 1,544,040 | ||||
| Net income / (loss) | - | - | - | - | 2,755 | - | 2,755 | ||||||||||||
| Other comprehensive income / (loss) | - | - | - | (1,848 | ) | - | - | (1,848 | ) | ||||||||||
| Issuance of vested and non-vested shares and amortization of share-based compensation (Note 11) | 1,300 | - | (902 | ) | - | - | - | (902 | ) | ||||||||||
| Dividend declared and paid (0.05 per share) | - | - | - | - | (4,749 | ) | - | (4,749 | ) | ||||||||||
| BALANCE, March 31, 2020 | 96,074,497 | $ | 961 | $ | 2,543,440 | $ | (1,848 | ) | $ | (1,003,164 | ) | $ | (93 | ) | $ | 1,539,296 | |||
| Balance January 1, 2021 | 97,146,687 | $ | 971 | $ | 2,548,956 | $ | (3,993 | ) | $ | (996,314 | ) | $ | (93 | ) | $ | 1,549,527 | |||
| Net income / (loss) | - | - | - | - | 35,763 | - | 35,763 | ||||||||||||
| Other comprehensive income / (loss) | - | - | - | 5,861 | - | - | 5,861 | ||||||||||||
| Issuance of vested and non-vested shares and amortization of share-based compensation (Note 11) | - | - | 313 | - | - | - | 313 | ||||||||||||
| Acquisition of Eneti vessels (Note 9) | 2,649,203 | 27 | 39,646 | - | - | - | 39,673 | ||||||||||||
| Acquisition of ER vessels (Note 9) | 2,100,000 | 21 | 22,152 | - | - | - | 22,173 | ||||||||||||
| Cancellation of treasury stock (Note 9) | (6,971 | ) | - | (93 | ) | - | - | 93 | - | ||||||||||
| BALANCE, March 31, 2021 | 101,888,919 | $ | 1,019 | $ | 2,610,974 | $ | 1,868 | $ | (960,551 | ) | $ | - | $ | 1,653,310 |
All values are in US Dollars.
The accompanying notes are integral part of these unaudited interim condensed consolidated financial statements.
F-5
STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
For the three-month periods ended March 31, 2020 and 2021
\(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated\)
| Three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2021 | |||||
| Cash Flows from Operating Activities: | ||||||
| Net income / (loss) | $ | 2,755 | $ | 35,763 | ||
| Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: | ||||||
| Depreciation (Note 5) | 34,637 | 36,233 | ||||
| Amortisation of fair value of below market time charters | (487 | ) | (187 | ) | ||
| Amortization of debt (loan, lease & notes) issuance costs (Note 8) | 1,725 | 1,815 | ||||
| Loss on debt extinguishment (Note 8) | 542 | - | ||||
| Share-based compensation (Note 11) | (902 | ) | 313 | |||
| (Gain)/Loss on time charter agreement termination | - | (1,102 | ) | |||
| Change in fair value of forward freight derivatives and bunker swaps (Note 13) | (24,041 | ) | 1,194 | |||
| Other non-cash charges | (77 | ) | (208 | ) | ||
| Gain on hull and machinery claims | (9 | ) | - | |||
| Equity in income of investee | (11 | ) | (29 | ) | ||
| Changes in operating assets and liabilities: | ||||||
| (Increase)/Decrease in: | ||||||
| Trade accounts receivable | 22,861 | (5,224 | ) | |||
| Inventories | (15,470 | ) | (12,778 | ) | ||
| Prepaid expenses and other receivables | (4,263 | ) | (8,710 | ) | ||
| Derivatives asset | (1,936 | ) | 1 | |||
| Accrued income | (171 | ) | - | |||
| Due from related parties | 338 | (270 | ) | |||
| Due from managers | 32 | 358 | ||||
| Increase/(Decrease) in: | ||||||
| Accounts payable | 2,507 | 13,483 | ||||
| Due to related parties | (5 | ) | (240 | ) | ||
| Accrued liabilities | (4,503 | ) | 8,913 | |||
| Due to managers | 5,634 | 7,079 | ||||
| Deferred revenue | 12,941 | 2,772 | ||||
| Net cash provided by / (used in) Operating Activities | 32,097 | 79,176 | ||||
| Cash Flows from Investing Activities: | ||||||
| Advances for vessels & vessel upgrades and other fixed assets | (33,976 | ) | (64,831 | ) | ||
| Hull and machinery insurance proceeds | 2,032 | 4,544 | ||||
| Net cash provided by / (used in) Investing Activities | (31,944 | ) | (60,287 | ) | ||
| Cash Flows from Financing Activities: | ||||||
| Proceeds from bank loans, leases and notes | 107,282 | 39,000 | ||||
| Loan and lease prepayments and repayments | (96,883 | ) | (46,416 | ) | ||
| Financing and debt extinguishment fees paid | (763 | ) | (1,340 | ) | ||
| Dividends paid | (4,749 | ) | - | |||
| Refund of financing premia | - | 903 | ||||
| Net cash provided by / (used in) Financing Activities | 4,887 | (7,853 | ) | |||
| Net increase/(decrease) in cash and cash equivalents and restricted cash | 5,040 | 11,036 | ||||
| Cash and cash equivalents and restricted cash at beginning of period | 126,262 | 195,531 | ||||
| Cash and cash equivalents and restricted cash at end of period | $ | 131,302 | $ | 206,567 | ||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||
| Cash paid during the period for: | ||||||
| Interest | $ | 17,714 | $ | 12,283 | ||
| Non-cash investing and financing activities: | ||||||
| Shares issued in connection with vessel acquisitions | - | 61,977 | ||||
| Vessel upgrades | 3,773 | 2,876 | ||||
| Assumed debt upon acquisition | - | 86,929 | ||||
| Reconciliation of (a) cash and cash equivalents, and restricted cash reported within the consolidated balance sheets to (b) the total<br> amount of such items reported in the statements of cash flows: | ||||||
| Cash and cash equivalents | $ | 123,048 | $ | 189,127 | ||
| Restricted cash, current (Note 8) | 7,233 | 12,419 | ||||
| Restricted cash, non-current (Note 8) | 1,021 | 5,021 | ||||
| Cash and cash equivalents and restricted cash at end of period shown in the statement of cash flows | $ | 131,302 | $ | 206,567 |
The accompanying notes are integral part of these unaudited interim condensed consolidated financial statements.
F-6
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
- Basis of Presentation and General Information:
Star Bulk Carriers Corp. (“Star Bulk”) is a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Star Bulk was incorporated in the Marshall Islands on December 13, 2006 and maintains offices in Athens, Oslo, New York, Limassol, Singapore and Germany. Star Bulk’s common shares trade on the NASDAQ Global Select Market under the ticker symbol “SBLK”.
The unaudited interim condensed consolidated financial statements include the accounts of Star Bulk and its wholly owned subsidiaries (collectively, the “Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for annual financial statements.
These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements for the year ended December 31, 2020 and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the three-month period ended March 31, 2021 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2021.
The unaudited interim condensed consolidated financial statements presented in this report should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2020 (the “2020 Annual Report”). The balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements as of that date, but, pursuant to the requirements for interim financial information, does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
Unless otherwise defined herein, capitalized words and expressions used herein shall have the same meanings ascribed to them in the 2020 Annual Report.
On March 11, 2020, the World Health Organization declared the 2019 Novel Coronavirus (the “Covid-19”) outbreak a pandemic. In response to the outbreak, many countries, ports and organizations, including those where the Company conducts a large part of its operations, have implemented measures to combat the outbreak, such as quarantines and travel restrictions. These measures have resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets. There continues to be a high level of uncertainty relating to how the pandemic will evolve, including the availability of vaccines and their global deployment, the development of effective treatments, the imposition of effective public safety and other protective measures and the public's and government's responses to such measures. At present, it is not possible to ascertain any future impact of Covid-19 on the Company’s operational and financial performance, which may take some time to materialize and may not be fully reflected in the Company’s results for 2020 and 2021. However, an increase in the severity or duration or a resurgence of the Covid-19 pandemic and the timing of wide-scale vaccine distribution could have a material adverse effect on the Company’s business, results of operations, cash flows, financial condition, the carrying value of the Company’s assets, the fair values of the Company’s vessels, and the Company’s ability to pay dividends.
As of March 31, 2021, the Company owned a modern fleet of 125 dry bulk vessels consisting of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax vessels with a carrying capacity between 52,000 deadweight tonnage (“dwt”) and 210,000 dwt, and a combined carrying capacity of 13.8 million dwt.
F-7
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
- Significant accounting policies and recent accounting pronouncements:
A summary of the Company’s significant accounting policies and recent accounting pronouncements is included in Note 2 to the Company’s consolidated financial statements included in the 2020 Annual Report. There have been no changes to the Company’s significant accounting policies and recent accounting pronouncements in the three-month period ended March 31, 2021.
- Transactions with Related Parties:
Details of the Company’s transactions with related parties did not change in the three-month period ended March 31, 2021 and are discussed in Note 3 of the Company’s consolidated financial statements for the year ended December 31, 2020, included in the 2020 Annual Report.
Transactions and balances with related parties are analyzed as follows:
Balance Sheets
| December 31, 2020 | March 31, 2021 | |||
|---|---|---|---|---|
| Due from related parties | ||||
| Oceanbulk Maritime and its affiliates | $ | 426 | $ | 692 |
| Interchart | 3 | 3 | ||
| Starocean | 34 | 34 | ||
| Coromel Maritime Limited | 1 | 1 | ||
| Product Shipping & Trading S.A. | 17 | 21 | ||
| Due from related parties | $ | 481 | $ | 751 |
| Due to related parties | ||||
| Management and Directors Fees | $ | 252 | $ | 42 |
| Augustea Technoservices Ltd. and affiliates | 1,187 | 1,157 | ||
| Due to related parties | $ | 1,439 | $ | 1,199 |
Statements of Operations
| Three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2021 | |||||
| Voyage expenses: | ||||||
| Voyage expenses-Interchart | (945 | ) | (945 | ) | ||
| Voyage expenses- Augustea Technoservices Ltd. and affiliates | - | (66 | ) | |||
| General and administrative expenses: | ||||||
| Consultancy fees | (165 | ) | (136 | ) | ||
| Directors compensation | (43 | ) | (45 | ) | ||
| Office rent - Combine Marine Ltd. & Alma Properties | (10 | ) | (11 | ) | ||
| General and administrative expenses - Oceanbulk Maritime and its affiliates | (72 | ) | (49 | ) | ||
| Management fees: | ||||||
| Management fees- Augustea Technoservices Ltd. and affiliates | (1,638 | ) | (1,620 | ) | ||
| Charter-in hire expenses: | ||||||
| Charter - in hire expenses - AOM | (515 | ) | (1,761 | ) | ||
| Charter - in hire expenses - Sydelle | (539 | ) | - | |||
| Charter - in hire expenses - Coromel | (249 | ) | - |
F-8
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
- Inventories:
The amounts shown in the consolidated balance sheets are analyzed as follows:
| December 31, 2020 | March 31, 2021 | |||
|---|---|---|---|---|
| Lubricants | $ | 11,877 | $ | 12,458 |
| Bunkers | 35,417 | 47,614 | ||
| Total | $ | 47,294 | $ | 60,072 |
- Vessels and other fixed assets, net:
The amounts in the consolidated balance sheets are analyzed as follows:
| Cost | Accumulated depreciation | Net Book Value | ||||||
|---|---|---|---|---|---|---|---|---|
| Balance, December 31, 2020 | $ | 3,464,808 | $ | (587,689 | ) | $ | 2,877,119 | |
| - Acquisitions, improvements and other vessel costs | 195,927 | - | 195,927 | |||||
| - Depreciation for the period | - | (36,233 | ) | (36,233 | ) | |||
| Balance, March 31, 2021 | $ | 3,660,735 | $ | (623,922 | ) | $ | 3,036,813 |
As of March 31, 2021, 88 of the Company’s 125 vessels, having a net carrying value of $2,175,856, were subject to first-priority mortgages as collateral to their loan facilities (Note 8). Title of ownership is held by the relevant lenders for another 37 vessels with a carrying value of $860,657 to secure the relevant sale and lease back financing transactions (Note 7). In addition, certain of the Company’s vessels having a net carrying value of $677,701 are subject to second-priority mortgages as collateral to certain of the Company’s loan facilities (Note 8).
Vessels acquired / delivered / disposed of during the three-month period ended March 31, 2021
As further discussed in Notes 5 and 21(a) of the Company’s consolidated financial statements for the year ended December 31, 2020, included in the 2020 Annual Report, on December 17, 2020, the Company entered into a definitive agreement with entities affiliated with E.R. Capital Holding GmbH & Cie. KG, pursuant to which the Company agreed to acquire three Capesize drybulk vessels, the Star Bayonne (ex- E.R. Bayonne), the E.R. Buenos Aires and the Star Borneo (ex- E.R. Borneo), (“E.R. Acquisition Vessels”). The E.R. Acquisition Vessels are retrofitted with exhaust gas cleaning systems. The acquisition was concluded with the delivery of the vessels to the Company on January 26, 2021. Consideration for the acquisition was payable in the form of $39,000 in cash, which was financed by SEB $39,000 Facility (Note 8) and 2,100,000 of the Company’s common shares, which shares were issued on January 26, 2021 to E.R. Schiffahrt GmbH & Cie. KG.
F-9
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
- Vessels and other fixed assets, net - continued:
In addition, as further discussed in Note 21 (b) of the Company’s consolidated financial statements for the year ended December 31, 2020, included in the 2020 Annual Report, on February 2, 2021, the Company entered into an agreement with Eneti Inc. (NYSE: NETI), formerly known as Scorpio Bulkers Inc., and certain other parties to acquire seven vessels, consisting of three Ultramax vessels, the Star Athena (ex- SBI Pegasus), the Star Bovarius (ex- SBI Ursa) and the Star Subaru (ex- SBI Subaru), and four Kamsarmax vessels, the Star Capoeira (ex- SBI Capoeira), the Star Carioca (ex- SBI Carioca), the Star Lambada (ex- SBI Lambada) and the Star Macarena (ex- SBI Macarena), (the “Eneti Acquisition Vessels”) by assuming the outstanding lease obligations of the Eneti Acquisition Vessels (Note 7). As consideration for this transaction the Company agreed to issue to Eneti Inc. 3,000,000 newly issued common shares of the Company. To facilitate the issuance of these common shares, the Company issued to Eneti Inc. a warrant to purchase up to 3,000,000 of the Company’s common shares (the “Eneti Warrant”). The Eneti Warrant was issued on February 2, 2021 and, subject to its terms and conditions, was agreed to be exercised at an exercise price of $0.01 per share in connection with the delivery date of each of the Eneti Acquisition Vessels. Six out of seven vessels were delivered to the Company on March 16, 2021 on which date the warrant was partially exercised with the Company issuing 2,649,203 of its common shares and assuming the outstanding lease obligations attributable to these six vessels (Note 7).
In addition, during the three months ended March 31, 2021 the Company installed ballast water management system to certain of its vessels.
- Advances for vessels under construction and acquisition of vessels:
As further discussed in Note 21(d) of the Company’s consolidated financial statements for the year ended December 31, 2020, included in the 2020 Annual Report, on March 3, 2021 the Company entered into a definitive agreement with a third party to acquire two ECO type resale 82,000 dwt Kamsarmax vessels (the “Kamsarmax Resale Vessels”) at a price of $55,000 in aggregate. The vessels are expected to be delivered to the Company in June and September 2021, respectively, directly from YAMIC yard (a joint venture between Mitsui and New Yangzijiang). An advance payment of $11.0 million in aggregate, was paid on March 17, 2021 and is included under “Advances for vessels under construction and acquisition of vessels” in the unaudited interim condensed consolidated balance sheet.
- Lease financing:
Details of the Company’s lease financings are discussed in Note 7 of the Company’s consolidated financial statements for the year ended December 31, 2020, included in the 2020 Annual Report and the only new activity during the three-month period ended March 31, 2021, is the assumption of the lease obligations of the six Eneti Acquisition Vessels upon their delivery to the Company, on March 16, 2021 (Note 5).
On March 16, 2021, the delivery date of six of the Eneti Acquisition Vessels to the Company, six tripartite novation agreements between China Merchants Bank Leasing (“CMBL”), Eneti Inc. and the Company were executed, which resulted in an increase of the Company’s lease financing obligations by $83,929. The remaining lease terms are for five years and pursuant to the terms of each bareboat charter, the Company pays CMBL a fixed bareboat charter hire rate in quarterly installments plus interest and has options to purchase each vessel starting on May 2022, at a pre-determined, amortizing purchase price which is considered to be at significantly lower level compared to the expected fair value of each vessel at any date between May 2022 and the expiration of the bareboat charter term.
All of the Company’s lease financings bear interest at LIBOR plus a margin. The corresponding interest expense of the Company’s bareboat lease financing activities is included within “Interest and finance costs” in the unaudited interim condensed consolidated statements of operations (Note 8).
Some of the Company’s lease financings contain financial and other covenants similar to those included in its credit facilities described Note 8, with which as further discussed in Note 8, as of March 31, 2021, the Company was in compliance.
F-10
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
- Lease financing – (continued):
The principal payments required to be made after March 31, 2021, for the Company’s outstanding bareboat lease obligations recognized on the balance sheet, as of that date, are as follows:
| Twelve month periods ending | Amount | ||
|---|---|---|---|
| March 31, 2022 | $ | 53,440 | |
| March 31, 2023 | 53,440 | ||
| March 31, 2024 | 49,917 | ||
| March 31, 2025 | 48,440 | ||
| March 31, 2026 | 82,943 | ||
| March 31, 2027 and thereafter | 218,001 | ||
| Total bareboat lease minimum payments | $ | 506,181 | |
| Unamortized lease issuance costs | (6,117 | ) | |
| Total bareboat lease minimum payments, net | $ | 500,064 | |
| Lease financing short term | 53,440 | ||
| Lease financing long term, net of unamortized lease issuance costs | 446,624 |
- Long-term bank loans and 2022 Notes:
Details of the Company’s credit facilities and debt securities are discussed in Note 9 of the Company’s consolidated financial statements for the year ended December 31, 2020, included in the 2020 Annual Report and are supplemented by the below new activity.
New Financing Activity
(i) SEB $39,000 Facility:
On January 22, 2021, the Company entered into a loan agreement with Skandinaviska Enskilda Banken AB (SEB), (the “SEB $39,000 Facility”), for the financing of an amount of $39,000. The amount was drawn on January 25, 2021 and used to finance the cash consideration for the E.R. Acquisition Vessels (Note 5), which were delivered to the Company on January 26, 2026. The facility is repayable in 20 equal quarterly principal payments of $1,950 with the last installment due in January 2026. The SEB $39,000 Facility is secured by a first priority mortgage on the E.R. Acquisition Vessels.
The Company’s credit facilities including SEB $39,000 Facility described above, contain financial covenants and undertakings, a summary of these terms included in Note 9 of the Company’s consolidated financial statements for the year ended December 31, 2020, included in the 2020 Annual Report.
As of December 31, 2020 and March 31, 2021, the Company was required to maintain minimum liquidity, not legally restricted, of $58,000 and $62,500, respectively which is included within “Cash and cash equivalents” in the consolidated balance sheets. In addition, as of December 31, 2020 and March 31, 2021, the Company was required to maintain a minimum liquidity, legally restricted, of $12,320 and $17,440, which is included within “Restricted cash, current and non-current” in the consolidated balance sheets. The increase in restricted cash is attributable to the increase in collateral required under certain of the Company’s financial instruments (Note 13).
As of March 31, 2021, the Company was in compliance with the applicable financial and other covenants contained in its debt agreements, including the 2022 Notes and lease financings included in Note 7.
F-11
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
- Long-term bank loans and 2022 Notes - continued:
The principal payments required to be made after March 31, 2021 for all of the then-outstanding bank debt, are as follows:
| Twelve month periods ending | Amount | ||
|---|---|---|---|
| March 31, 2022 | $ | 154,148 | |
| March 31, 2023 | 180,060 | ||
| March 31, 2024 | 337,988 | ||
| March 31, 2025 | 162,608 | ||
| March 31, 2026 | 167,615 | ||
| March 31, 2027 and thereafter | 101,745 | ||
| Total Long-term bank loans | $ | 1,104,164 | |
| Unamortized loan issuance costs | (12,890 | ) | |
| Total Long-term bank loans, net | $ | 1,091,274 | |
| Current portion of long-term bank loans | 154,148 | ||
| Long-term bank loans, net of current portion and unamortized loan issuance costs | 937,126 |
The 2022 Notes mature in November 2022 and are presented in the consolidated balance sheets as of March 31, 2021 net of unamortized debt issuance costs of $667.
All of the Company’s bank loans and applicable lease financings bear interest at LIBOR plus a margin, except for the DSF $55,000 Facility (Note 13).The weighted average interest rate (including the margin) related to the Company’s existing bank loans, 2022 Notes and lease financings for the three-month periods ended March 31, 2020 and 2021 was 4.51% and 3.06%, respectively.
The commitment fees incurred during the three-month periods ended March 31, 2020 and 2021 with regards to the Company’s unused amounts under its credit facilities were $75 and $3, respectively. There are no undrawn portions as of March 31, 2021, other than the available amount under the HSBC Working Capital Facility.
The amounts of “Interest and finance costs” included in the unaudited interim condensed consolidated statements of operations are analyzed as follows:
| Three months ended March 31, | |||||
|---|---|---|---|---|---|
| 2020 | 2021 | ||||
| Interest on financing agreements | $ | 18,170 | $ | 11,850 | |
| Reclassification adjustments of interest rate swap loss/(gain) transferred to Interest and finance costs from Other Comprehensive Income (Note 13) | (9 | ) | 442 | ||
| Amortization of debt (loan, lease & notes) issuance costs | 1,725 | 1,815 | |||
| Other bank and finance charges | 667 | 333 | |||
| Interest and finance costs | $ | 20,553 | $ | 14,440 |
During the three-month period ended March 31, 2020, the Company incurred expenses of $29 and wrote-off an amount of $513 of unamortized debt issuance costs in connection with the refinancing of certain credit facilities and lease financings. Both amounts are included under “Loss on debt extinguishment” in the unaudited interim condensed consolidated statement of operations. No such expenses or write-offs were incurred during the three-month period ended March 31, 2021.
F-12
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
- Preferred and Common Shares and Additional Paid-in Capital:
Details of the Company’s Preferred and Common Shares are discussed in Note 10 of the Company’s consolidated financial statements for the year ended December 31, 2020, included in the 2020 Annual Report.
During the three months ended March 31, 2021, and as further discussed in Note 5, the Company issued 2,100,000 and 2,649,203 of its common shares in connection with the delivery of the three E.R. Acquisition Vessels and six Eneti Acquisition Vessels. In addition, during the three months ended March 31, 2021, the Company cancelled its 6,971 treasury shares.
During the three months ended March 31, 2020 the Company paid a cash dividend of $ 4,749 (or $0.05 per common share) for the fourth quarter of 2019, in line with the dividend policy established in November 2019.
- Earnings / (Loss) per Share:
The computation of basic earnings/(loss) per share is based on the weighted average number of common shares outstanding for the three-month periods ended March 31, 2020 and 2021. The calculation of basic earnings per share does not consider the non-vested shares as outstanding until the time-based vesting restriction has lapsed. Diluted earnings/(loss) per share gives effect to stock awards, stock options and restricted stock units using the treasury stock method, unless the impact is anti-dilutive. Diluted earnings per share for the three months ended March 31, 2020 does not include the effect of the 104,250 non-vested share options outstanding as of that date, as their effect was anti-dilutive. The options expired in April 2020 without being exercised.
The Company calculates basic and diluted earnings / (loss) per share as follows:
| Three months ended March 31, | ||||
|---|---|---|---|---|
| 2020 | 2021 | |||
| Income / (Loss) : | ||||
| Net income / (loss) | $ | 2,755 | $ | 35,763 |
| Basic earnings / (loss) per share: | ||||
| Weighted average common shares outstanding, basic | 95,797,142 | 98,712,581 | ||
| Basic earnings / (loss) per share | $ | 0.03 | $ | 0.36 |
| Effect of dilutive securities: | ||||
| Dillutive effect of non vested shares | 119,337 | 307,363 | ||
| Weighted average common shares outstanding, diluted | 95,916,479 | 99,019,944 | ||
| Diluted earnings / (loss) per share | $ | 0.03 | $ | 0.36 |
F-13
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
- Equity Incentive Plans:
Details of the Company’s Equity Incentive Plans and share awards granted through December 31, 2020 are discussed in Note 13 of the Company’s consolidated financial statements for the year ended December 31, 2020, included in the 2020 Annual Report.
For the three-month periods ended March 31, 2020 and 2021, the share-based compensation cost recognized was $333 and $313, respectively. In addition, as of December 31, 2019, the Company had recognized compensation cost of $1,235 for the 400,000 RSUs, which at that time were considered probable to vest. As of March 31, 2020, the Company determined that the then likelihood of vesting for any of the 4,000,000 RSUs did not meet a “more likely than not” threshold under US GAAP and as a result, the previously recognized expense of $1,235 was reversed during the three-month period ended March 31, 2020. These amounts are included under “General and administrative expenses” in the unaudited interim condensed consolidated statements of operations.
A summary of the status of the Company’s non-vested restricted shares as of March 31, 2021 and the movement during the three-month period ended March 31, 2021 is presented below.
| Number of shares | Weighted Average Grant Date Fair Value | ||||
|---|---|---|---|---|---|
| Unvested as at January 1, 2021 | 415,889 | $ | 7.09 | ||
| Granted | - | - | |||
| Vested | (71,500 | ) | 12.49 | ||
| Unvested as at March 31, 2021 | 344,389 | $ | 5.97 |
As of March 31, 2021 the estimated compensation cost relating to non-vested restricted share awards not yet recognized is $887 and is expected to be recognized over the weighted average period of 1.64 years.
F-14
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
- Commitments and Contingencies:
a) Commitments:
The following table sets forth inflows and outflows related to the Company’s charter party arrangements and other commitments, as at March 31, 2021.
| Three month periods ending March 31, | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| + inflows/ - outflows | Total | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 and thereafter | ||||||||||||||
| Future, minimum, non-cancellable charter revenue (1) | $ | 52,950 | $ | 52,950 | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||
| Acquisition of second-hand vessels (2) | (64,579 | ) | (53,338 | ) | (1,283 | ) | (1,283 | ) | (1,283 | ) | (1,408 | ) | (5,984 | ) | |||||||
| Vessel BWTS (3) | (26,883 | ) | (26,883 | ) | - | - | - | - | - | ||||||||||||
| Office rent (4) | (839 | ) | (339 | ) | (303 | ) | (163 | ) | (34 | ) | - | - | |||||||||
| Total | $ | (39,351 | ) | $ | (27,610 | ) | $ | (1,586 | ) | $ | (1,446 | ) | $ | (1,317 | ) | $ | (1,408 | ) | $ | (5,984 | ) |
_________________
| (1) | The amounts represent the minimum contractual charter revenues to be generated from the existing, as of March 31, 2021, non-cancellable time charter agreements, until their expiration, net<br> of address commission, assuming no off-hire days other than those related to scheduled interim and special surveys of the vessels. |
|---|---|
| (2) | The amount reflects i) the remaining consideration as of March 31, 2021 to be paid for the two Kamsarmax Resale Vessels discussed in Note 6 as well as ii) the consideration paid upon the<br> delivery of the seventh Eneti Acquisition Vessel, SBI Pegasus (Note 5), on May 19, 2021, in form of 350,797 of the Company’s common shares valued at<br> $22.54 per share, based on the closing price of the Company’s common shares on the issuance date and the assumed lease obligations of the vessel. |
| --- | --- |
| (3) | The amounts represent the Company’s commitments as of March 31, 2021, for installation of Ballast Water Treatment System (“BWTS”) on its vessels so as to comply with environmental<br> regulations. |
| --- | --- |
| (4) | The amount reflects the minimum rental payments under the office rental agreements that the Company is party to as of March 31, 2021. |
| --- | --- |
b) Legal proceedings
Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of, and has not accrued for, any such claims or contingent liabilities requiring disclosure in the unaudited interim condensed consolidated financial statements.
F-15
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
- Fair value measurements and Hedging:
Fair value measurements
The Company recognizes all derivative instruments as either assets or liabilities at fair value on its consolidated balance sheets in accordance with ASC Topic 815, “Derivatives and Hedging”.
Interest rate swaps
The Company from time to time enters into interest rate derivative contracts to manage interest costs and risks associated with changing interest rates with respect to certain of its credit facilities. Details of the Company’s interest rate swaps are discussed in Note 20 and 21(c) of the Company’s consolidated financial statements for the year ended December 31, 2020, included in the 2020 Annual Report.
The Company’s interest rate swaps were designated and qualified as cash flow hedges. The effective portion of the unrealized gains/losses from those swaps is recorded in Other Comprehensive Income / (Loss). No portion of the cash flow hedges was ineffective during the three-month period ended March 31, 2021.
A loss of approximately $1,649 in connection with the interest rate swaps is expected to be reclassified into earnings during the following 12-month period when realized.
Freight Derivatives and Bunker Swaps
During the year ended December 31, 2020 and the three-month period ended March 31, 2021, the Company entered into a certain number of freight derivatives, including freight forward agreements (“FFAs”), freight options and bunker swaps, the results of which for the three-month periods ended March 31, 2020 and 2021 and the valuation of their open positions as at December 31, 2020 and March 31, 2021 are presented in the tables below.
The amounts of Gain / (Loss) on interest rate swaps, freight derivatives and bunker swaps recognized in the unaudited interim condensed consolidated statements of operations, are analyzed as follows:
| Three months ended March 31, | |||||
|---|---|---|---|---|---|
| 2020 | 2021 | ||||
| Consolidated Statement of Operations | |||||
| Interest and finance costs | |||||
| Reclassification adjustments of interest rate swap loss/(gain) transferred to Interest and finance costs from Other comprehensive income/(loss) (Note 8) | 9 | (442 | ) | ||
| Total Gain/(loss) recognized | $ | 9 | $ | (442 | ) |
| Gain/(loss) on forward freight agreements and bunker swaps, net | |||||
| Realized gain/(loss) on forward freight agreements and freight options | 1,431 | (891 | ) | ||
| Realized gain/(loss) on bunker swaps | 2,114 | - | |||
| Unrealized gain/(loss) on forward freight agreements and freight options | 8,018 | (1,194 | ) | ||
| Unrealized gain/(loss) on bunker swaps | 16,023 | - | |||
| Total Gain/(loss) recognized | $ | 27,586 | $ | (2,085 | ) |
F-16
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
- Fair value measurements and Hedging - continued:
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 statement requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
| 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 |
| --- | --- |
The following table summarizes the valuation of the Company’s financial instruments as of December 31, 2020 and March 31, 2021. The fair value of freight derivatives and bunker swaps was determined through Level 1 inputs of the fair value hierarchy (quoted prices from the applicable exchanges such as London Clearing House (LCH) or Singapore Exchange (SGX)), while the fair value of the interest rate swaps was determined through Level 2 inputs of the fair value hierarchy (such as interest rate curves).
| Significant Other Observable Inputs (Level 2) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | March 31, 2021 | ||||||||||
| Balance Sheet Location | (not designated as cash flow hedges) | (designated as cash flow hedges) | (not designated as cash flow hedges) | (designated as cash flow hedges) | |||||||
| ASSETS | |||||||||||
| Interest rate swaps - current | Derivatives, current asset portion | $ | - | - | $ | - | 156 | ||||
| Interest rate swaps - non-current | Derivatives, non-current asset portion | $ | - | - | $ | - | 3,506 | ||||
| Total | $ | - | - | $ | - | 3,662 | |||||
| LIABILITIES | |||||||||||
| Interest rate swaps - current | Derivatives, current liability portion | $ | - | 1,727 | $ | - | 1,426 | ||||
| Interest rate swaps - non-current | Derivatives, non-current liability portion | $ | - | 2,265 | $ | - | 368 | ||||
| Total | $ | - | 3,992 | $ | - | 1,794 | |||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| December 31, 2020 | March 31, 2021 | ||||||||||
| Balance Sheet Location | (not designated as cash flow hedges) | (designated as cash flow hedges) | (not designated as cash flow hedges) | (designated as cash flow hedges) | |||||||
| ASSETS | |||||||||||
| Freight derivatives - current | Derivatives, current asset portion | $ | - | - | $ | - | - | ||||
| Total | $ | - | - | $ | - | - | |||||
| LIABILITIES | |||||||||||
| Freight derivatives - current | Derivatives, current liability portion | $ | 212 | - | $ | 1,406 | - | ||||
| Bunker swaps - current | Derivatives, current liability portion | $ | - | - | $ | - | - | ||||
| Total | $ | 212 | - | $ | 1,406 | - |
Certain of the Company’s financial instruments discussed above require the Company to periodically post additional collateral depending on the level of any open position under such financial instruments, which as of December 31, 2020 and March 31, 2021 amounted to $895 and $4,823, respectively, and are included within “Restricted cash, current” in the consolidated balance sheets (Note 8). The carrying values of temporary cash investments, restricted cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. The fair value of long-term bank loans and financing under bareboat leases (Level 2), bearing interest at variable interest rates, approximates their recorded values as of March 31, 2021, due to the variable interest rate nature thereof. The fair value of the DSF $55,000 Facility (Note 8), measured through level 2 inputs (such as interest rate curves) is $53,257, which is $372 higher than the loan’s book value of $52,885. The 2022 Notes have a fixed rate, and their estimated fair value, determined through Level 1 inputs of the fair value hierarchy (quoted price on NASDAQ under the ticker symbol SBLKZ) was $51,760 as of March 31, 2021.
F-17
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
- Voyage revenues:
The following table shows the voyage revenues earned from time charters, voyage charters and pool agreements for the three-month periods ended March 31, 2020 and 2021, as presented in the consolidated statement of operation:
| Three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2021 | |||||
| Time charters | $ | 61,646 | $ | 95,087 | ||
| Voyage charters | 100,773 | 105,897 | ||||
| Pool revenues | (1,557 | ) | (517 | ) | ||
| $ | 160,862 | $ | 200,467 |
As of March 31, 2021, trade accounts receivable, net increased by $5,224, and deferred revenue increased by $2,772 compared to December 31, 2020. These changes were mainly attributable to the timing of collections along with the significant improvement in charter hire rates during the three months ended March 31, 2021.
Further, as of March 31, 2021, deferred assets related to revenue contracts (included within “Other current assets”) decreased by $422 compared to December 31, 2020, from $2,187 to $1,765. This change was mainly attributable to the timing of commencement of revenue recognition.
Under ASC 606, unearned voyage charter revenue represents the consideration received for undelivered performance obligations. The Company recorded $11,675 as unearned revenue related to voyages in progress as of December 31, 2020, which were recognized in earnings in the three month period ended March 31, 2021 as the performance obligations were satisfied in that period. In addition, the Company recorded $14,447 as unearned revenue related to voyages in progress as of March 31, 2021, which will be recognized in earnings during the remaining of the year ending December 31, 2021 as the performance obligations will be satisfied in that period.
The adjustment to Company’s revenues from the vessels operating in the CCL Pool, deriving from the allocated pool result for those vessels as determined in accordance with the agreed-upon formula, for the three-month periods ended March 31, 2020 and 2021 was ($1,963) and ($320), respectively, and is included within “Pool Revenues” in the table above, while the corresponding adjustment to Company’s revenues from the Short Pool for the three-month periods ended March 31, 2020 and 2021 was nil and ($171) and is included within “Pool Revenues” in the table above. Pool Revenues also include other minor participation adjustments.
- Subsequent Events:
| • | The seventh Eneti Acquisition Vessel (Note 5), the SBI Pegasus, was delivered to the Company on May 19, 2021, upon which the<br> remaining 350,797 common shares were issued and the Company assumed the vessel’s then outstanding lease obligations. |
|---|
F-18