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6-K

Star Bulk Carriers Corp. (SBLK)

6-K 2022-05-25 For: 2022-05-31
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Added on April 09, 2026

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 2022

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 Star Bulk Carriers Corp. (the "Company") as of and for the three months ended March 31, 2021 and 2022.

Attached as Exhibit 99.2 to this Form 6-K is a copy of the Company's press release (the "Press Release") announcing its unaudited financial and operating results for the Company's first quarter of 2022, which was issued on May 24, 2022.

The information contained in Exhibit 99.1 of this Form 6-K is hereby incorporated by reference into the registrant's Registration Statements on Form F-3 (File Nos. 333-264226, 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Form S-8 (File No. 333-176922), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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;
the strength of world economies;
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the stability of Europe and the Euro;
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fluctuations in currencies, interest rates and foreign exchange rates, and the impact of the discontinuance of the London Interbank Offered Rate for US Dollars, or LIBOR, after June 30, 2023 on any of our debt referencing LIBOR in the<br> interest rate;
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business disruptions due to natural and other disasters or otherwise, such as the ongoing novel coronavirus ("COVID-19") pandemic;
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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") practices;
our ability to carry out our ESG initiatives and thereby meet our ESG goals and targets including as set forth under Item 4. Information on the Company—B. Business Overview—Our ESG Performance in the Company's annual report on Form 20-F for<br> the fiscal year ended 2021;
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new environmental regulations and restrictions, whether at a global level stipulated by the International Maritime Organization, and/or regional/national imposed by regional authorities such as the European Union or individual countries;
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potential cyber-attacks which may disrupt our business operations;
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general domestic and international political conditions or events, including "trade wars" and the recent conflicts between Russia and Ukraine;
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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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our ability to successfully compete for, enter into and deliver our vessels under time charters or other employment arrangements for our existing vessels after our current charters expire and our ability to earn income in the spot market;
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potential physical disruption of shipping routes due to accidents, climate-related reasons (acute and chronic), political events, public health threats, international hostilities and instability, piracy or acts by terrorists;
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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 upon the expected terms;
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the impact of port or canal congestion or disruptions; and
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the risk factors and other factors referred to in the Company's reports filed with or furnished to the U.S. Securities and Exchange Commission ("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 2021, filed with the SEC on March 15, 2022.

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, 2022

COMPANY NAME
By: /s/ Simos Spyrou
Name: Simos Spyrou
Title: Co-Chief Financial Officer
Exhibit<br><br> <br>Number Description
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99.1 Management's Discussion and Analysis of Financial Condition and Results of Operations and our unaudited interim condensed<br> consolidated financial statements of the Company as of and for the three months ended March 31, 2021 and 2022.
99.2 Press Release dated May 24, 2022.

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, 2021 and 2022. 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, 2021, which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 15, 2022  (the “2021 Annual Report”). Unless otherwise defined herein, capitalized words and expressions used herein shall have the same meanings ascribed to them in the 2021 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, New York, Limassol, Singapore and Germany. Our common shares trade on the Nasdaq Global Select Market under the symbol “SBLK.”

Our Fleet

As of May 24, 2022, our owned 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. We believe our Company is the largest US-listed dry bulk operator in terms of number of vessels and deadweight tonnage.

The following tables present summary information relating to our fleet as of May 24, 2022:

1


Operating Fleet:

Date
Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built
1 Pearl Shiptrade LLC Gargantua (1) 209,529 April 2, 2015 2015
2 Star Ennea LLC Star Gina 2GR 209,475 February 26, 2016 2016
3 Coral Cape Shipping LLC Maharaj (1) 209,472 July 15, 2015 2015
4 Sea Diamond Shipping LLC Goliath (1) 207,999 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 207,774 March 28, 2017 2017
8 Star Breezer LLC Star Virgo 207,774 March 1, 2017 2017
9 Star Seeker LLC Star Libra (1) 207,727 June 6, 2016 2016
10 ABY Nine Ltd Star Sienna 207,721 August 3, 2018 2017
11 Clearwater Shipping LLC Star Marisa 207,671 March 11 2016 2016
12 ABY Ten Ltd Star Karlie 207,566 August 3, 2018 2016
13 Star Castle I LLC Star Eleni 207,517 January 3, 2018 2018
14 Festive Shipping LLC Star Magnanimus 207,490 March 26, 2018 2018
15 New Era II Shipping LLC Debbie H 206,823 May 28, 2019 2019
16 New Era III Shipping LLC Star Ayesha 206,814 July 15, 2019 2019
17 New Era I Shipping LLC Katie K 206,803 April 16, 2019 2019
18 Cape Ocean Maritime LLC Leviathan 182,466 September 19, 2014 2014
19 Cape Horizon Shipping LLC Peloreus 182,451 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 Sandra Shipco LLC Star Pauline 180,233 December 29, 2014 2008
23 Christine Shipco LLC Star Martha 180,231 October 31, 2014 2010
24 Pacific Cape Shipping LLC Pantagruel 180,140 July 11, 2014 2004
25 Star Borealis LLC Star Borealis 179,601 September 9, 2011 2011
26 Star Polaris LLC Star Polaris 179,648 November 14, 2011 2011
27 Star Nor III LLC Star Lyra 179,147 July 6, 2018 2009
28 Star Regg VI LLC Star Bueno 178,978 January 26, 2021 2010
29 Star Regg V LLC Star Borneo 178,978 January 26, 2021 2010
30 Star Regg IV LLC Star Marilena 178,977 January 26, 2021 2010
31 Star Regg I LLC Star Marianne 178,841 January 14, 2019 2010
32 Star Regg II LLC Star Janni 177,939 January 7, 2019 2010
33 Star Trident V LLC Star Angie 177,931 October 29, 2014 2007
34 Sky Cape Shipping LLC Big Fish 177,620 July 11, 2014 2004
35 Global Cape Shipping LLC Kymopolia 176,948 July 11, 2014 2006
36 Star Trident XXV Ltd. Star Triumph 176,274 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

2


Date
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 Star Vega LLC Star Vega (1) 98,648 February 13, 2014 2011
43 Star Sirius LLC Star Sirius (1) 98,648 March 7, 2014 2011
44 Majestic Shipping LLC Madredeus 98,648 July 11, 2014 2011
45 Nautical Shipping LLC Amami 98,648 July 11, 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 Trident I LLC Star Kamila 87,001 September 3, 2014 2005
50 Star Nor IV LLC Star Electra 83,494 July 6, 2018 2011
51 Star Alta I LLC Star Angelina 82,953 December 5, 2014 2006
52 Star Alta II LLC Star Gwyneth 82,703 December 5, 2014 2006
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 Star Trident XIX LLC Star Maria 82,578 November 5, 2014 2007
56 Grain Shipping LLC Pendulum 82,578 July 11, 2014 2006
57 Star Trident XII LLC Star Markella 82,574 September 29, 2014 2007
58 ABY Seven Ltd Star Jeanette 82,567 August 3, 2018 2014
59 Star Trident IX LLC Star Danai 82,554 October 21, 2014 2006
60 Star Sun I LLC Star Elizabeth 82,430 May 25, 2021 2021
61 Star Sun II LLC Star Pavlina 82,361 June 16, 2021 2021
62 Star Trident XI LLC Star Georgia 82,281 October 14, 2014 2006
63 Star Trident VIII LLC Star Sophia 82,252 October 31, 2014 2007
64 Star Trident XVI LLC Star Mariella 82,249 September 19, 2014 2006
65 Star Trident XIV LLC Star Moira 82,220 November 19, 2014 2006
66 Star Trident X LLC Star Renee 82,204 December 18, 2014 2006
67 Star Trident XV LLC Star Jennifer 82,192 April 15, 2015 2006
68 Star Trident XIII LLC Star Laura 82,192 December 8, 2014 2006
69 Star Nor VIII LLC Star Mona 82,188 July 6, 2018 2012
70 Star Trident II LLC Star Nasia 82,183 August 29, 2014 2006
71 Star Nor VII LLC Star Astrid 82,158 July 6, 2018 2012
72 Star Trident XVII LLC Star Helena 82,150 December 29, 2014 2006
73 Star Trident XVIII LLC Star Nina 82,145 January 5, 2015 2006
74 Waterfront Two Ltd Star Alessia 81,944 August 3, 2018 2017
75 Star Nor IX LLC Star Calypso 81,918 July 6, 2018 2014
76 Star Elpis LLC Star Suzanna 81,644 May 15, 2017 2013
77 Star Gaia LLC Star Charis 81,643 March 22, 2017 2013
78 Mineral Shipping LLC Mercurial Virgo 81,502 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) 81,272 March 16, 2021 2016
82 Star Zeus I LLC Star Capoeira (1) 81,253 March 16, 2021 2015
83 Star Zeus II LLC Star Carioca (1) 81,199 March 16, 2021 2015
84 Star Zeus VII LLC Star Macarena (1) 81,198 March 6, 2021 2016
85 ABY III LLC Star Lydia 81,187 August 3, 2018 2013
86 ABY IV LLC Star Nicole 81,120 August 3, 2018 2013
87 ABY Three Ltd Star Virginia 81,061 August 3, 2018 2015
88 Star Nor XII LLC Star Genesis 80,705 July 6, 2018 2010
89 Star Nor XIII LLC Star Flame 80,448 July 6, 2018 2011

3


Date
Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built
90 Star Trident III LLC Star Iris 76,390 September 8, 2014 2004
91 Star Trident XX LLC Star Emily 76,339 September 16, 2014 2004
92 Orion Maritime LLC Idee Fixe (1) 63,437 March 25, 2015 2015
93 Primavera Shipping LLC Roberta (1) 63,404 March 31, 2015 2015
94 Success Maritime LLC Laura (1) 63,377 April 7, 2015 2015
95 Star Zeus III LLC Star Athena (1) 63,371 May 19, 2021 2015
96 Ultra Shipping LLC Kaley (1) 63,261 June 26, 2015 2015
97 Blooming Navigation LLC Kennadi (1) 63,240 January 8, 2016 2016
98 Jasmine Shipping LLC Mackenzie (1) 63,204 March 2, 2016 2016
99 Star Lida I Shipping LLC Star Apus (1) 63,123 July 16, 2019 2014
100 Star Zeus V LLC Star Bovarius (1) 61,571 March 16, 2021 2015
101 Star Zeus IV LLC Star Subaru (1) 61,521 March 16, 2021 2015
102 Star Nor XV LLC Star Wave 61,491 July 6, 2018 2017
103 Star Challenger I LLC Star Challenger (1) 61,462 December 12, 2013 2012
104 Star Challenger II LLC Star Fighter (1) 61,455 December 30, 2013 2013
105 Aurelia Shipping LLC Honey Badger (1) 61,324 February 27, 2015 2015
106 Star Axe II LLC Star Lutas (1) 61,323 January 6, 2016 2016
107 Rainbow Maritime LLC Wolverine (1) 61,268 February 27, 2015 2015
108 Star Axe I LLC Star Antares (1) 61,234 October 9, 2015 2015
109 ABY Five Ltd Star Monica 60,935 August 3, 2018 2015
110 Star Asia I LLC Star Aquarius 60,873 July 22, 2015 2015
111 Star Asia II LLC Star Pisces (1) 60,873 August 7, 2015 2015
112 Star Nor XIV LLC Star Glory 58,680 July 6, 2018 2012
113 Star Lida XI Shipping LLC Star Pyxis (1) 56,615 August 19, 2019 2013
114 Star Lida VIII Shipping LLC Star Hydrus (1) 56,604 August 8, 2019 2013
115 Star Lida IX Shipping LLC Star Cleo (1) 56,582 July 15, 2019 2013
116 Star Trident VII LLC Diva (1) 56,582 July 24, 2017 2011
117 Star Lida VI Shipping LLC Star Centaurus 56,559 September 18, 2019 2012
118 Star Lida VII Shipping LLC Star Hercules 56,545 July 16, 2019 2012
119 Star Lida X Shipping LLC Star Pegasus (1) 56,540 July 15, 2019 2013
120 Star Lida III Shipping LLC Star Cepheus (1) 56,539 July 16, 2019 2012
121 Star Lida IV Shipping LLC Star Columba (1) 56,530 July 23, 2019 2012
122 Star Lida V Shipping LLC Star Dorado (1) 56,507 July 16, 2019 2013
123 Star Lida II Shipping LLC Star Aquila 56,506 July 15, 2019 2012
124 Star Regg III LLC Star Bright 55,783 October 10, 2018 2010
125 Glory Supra Shipping LLC Strange Attractor 55,715 July 11, 2014 2006
126 Star Omicron LLC Star Omicron 53,444 April 17, 2008 2005
127 Star Zeta LLC Star Zeta 52,994 January 2, 2008 2003
128 Star Theta LLC Star Theta 52,425 December 6, 2007 2003
Total dwt 14,072,068

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(1) Subject to a sale and leaseback financing transaction as further described in Note 6 to our consolidated financial statements included in the 2021 Annual report.

4


Liquidity and Capital Resources

Our principal sources of funds have been cash flow 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 and portions of 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 secondhand 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. Please also refer to Note 14 to our unaudited interim condensed consolidated financial statements, included elsewhere herein, for developments that took place after March 31, 2022.

As of May 24, 2022, we had total cash of $445.6 million and $1,389.3 million of outstanding borrowings (including bareboat lease financing), after also repaying the outstanding amounts of $83.6 million under the lease agreements of the Eneti Acquisition Vessels and as further described in Note 14 to our unaudited interim condensed consolidated financial statements March 31, 2022, included elsewhere herein. In addition, following a number of interest rates swaps that we have entered into, we have converted a total of $810.5 million of such debt from floating to an average fixed rate of 45 bps with average maturity of 1.9 years.

Our debt agreements contain financial covenants and undertakings requiring us to maintain various ratios. A summary of these terms are included in Note 7 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report.

We believe that our current cash balance, our operating cash flows to be generated over the short-term period and the amount of $100.0 million for which we have already received credit committee approval from a major European Bank as further described in Note 14 to our unaudited interim condensed consolidated financial statements March 31, 2022, included elsewhere herein, will be sufficient to meet our liquidity needs for the foreseeable future (and at least through the end of the second quarter of 2023), including funding the operations of our fleet, capital expenditure requirements including commitments for the installation of ballast water treatment systems (“BWTS”)  and Energy Saving Devices (“ESD”) as further described in Note 11 to our unaudited interim condensed consolidated financial statements March 31, 2022, included elsewhere herein and any other present financial requirements. In addition, under the two At-the-Market offering programs we may sell and issue shares, having an aggregate remaining capacity of $130.2 million. 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 fund the cash portion of the acquisition of 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. However we may also use the proceeds from potential equity or debt offerings to finance future vessel acquisitions. 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.

5


On March 11, 2020, the World Health Organization declared the 2019 Novel Coronavirus (“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, implemented measures to combat the outbreak, such as quarantines and travel restrictions, which resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets.

The recent reopening of the global economy and consequent increased demand across all key dry bulk commodities has positively affected our revenues. On the other hand, as a result of COVID-19 restrictions imposed since 2020, additional crew expenses were incurred.

There continues to be a high level of uncertainty relating to how the pandemic will evolve, including as a result of new COVID-19 variants, 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. An increase in the severity or duration or a resurgence of the COVID-19 pandemic could have a material adverse effect on our business, results of operations, cash flows, financial condition, the carrying value of our assets, the fair values of our vessels, and our ability to pay dividends.

In addition, the geopolitical situation in Eastern Europe intensified in late February 2022, with the commencement of Russia’s military action against Ukraine. Political events and sanctions are continually changing and differ across the globe. Our vessels Star Pavlina, Star Helena and Star Laura are currently berthed in three different ports of Ukraine, safely manned with Ukrainian crew. All three vessels, under charterers’ instructions, had arrived to load various grain cargos, well ahead of the commencement of the war activities, but at the time of the invasion, the loading operations were suspended by the port authorities. We had been intensively exploring options with the charterers to navigate the vessels safely out of the ports but unfortunately the ports were shut down and safe passages were impossible. An estimate of any potential impact cannot be made at this point of time. However, we do not expect such impact, if any, to be material, because in addition to standard industry vessel risk insurance, war risk insurance is in place for all three vessels and the applicable war risk insurers have confirmed that they hold the vessels covered at their current position in Ukraine, which includes Hull and Machinery and Increased Value insurance, Detention and Diversion Cover and War loss of Hire for 180 days. Furthermore, and to the extent that a court or tribunal has not declared the frustration of the charterparties for the above three vessels, as frustration is by operation of law, we believe that the vessels remain on hire and hire continues payable under the charterparty clauses. The situation continues to be closely monitored by management to ensure that the interests of all our stakeholders are safeguarded.

Dividend Policy

In November 2019, our Board of Directors established a dividend policy, which was updated in May 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, from vessel sales, or additional proceeds from vessel refinancing arrangements, 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 $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, 2022, we owned 128 vessels and our Total Cash Balance was $444.4 million.  Taking into account the Minimum Cash Balance per Vessel of $2.10 million and deducting also the net proceeds of $4.3 million for the shares issued and sold under our effective at-the-market programs during the quarter, on May 24, 2022, pursuant to our dividend policy, our Board of Directors declared a quarterly cash dividend of $1.65 per share, payable on or about June 16, 2022 to all shareholders of record as of June 3, 2022. The ex-dividend date is expected to be June 2, 2022.

6


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.

Other Recent Developments

Please refer to Note 14 to our unaudited interim condensed consolidated financial statements, included elsewhere herein, for developments that took place after March 31, 2022.

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) 2021 2022
Average number of vessels (1) 119.3 128.0
Number of vessels (2) 125 128
Average age of operational fleet (in years) (3) 9.3 10.1
Ownership days (4) 10,737 11,520
Available days (5) 10,115 11,126
Charter-in days (6) 175 199
Time Charter Equivalent Rate  (TCE rate) (7) $ 15,462 $ 27,405

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(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 was a part of our owned fleet during the period divided<br> by the number of calendar days in that period.
(2) As of the last day of the periods reported.
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(3) Average age of our operational fleet is calculated as of the end of each period.
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(4) Ownership days are the total calendar days each vessel in the fleet was owned by us for the relevant period, including vessels subject to sale and leaseback transactions and finance leases.
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7


(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 for vessels’ improvements and upgrades. The available days for the first three<br> months of 2022 and 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 above may not necessarily be comparable to Available Days of other<br> 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.
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(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 a measure of the average daily net revenue performance<br> 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, amortization of fair value of above/below market<br> 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 period. Available days do not include the<br> 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 the charterer under a time charter<br> 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 our fleet and is more<br> 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 measure, because they<br> 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 standard shipping<br> 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 pool<br> 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 income statements.

Three-month period ended March 31,
(In thousands of U.S. Dollars, except as otherwise stated) 2021 2022
Voyage revenues $ 200,467 $ 360,883
Less:
Voyage expenses (40,052 ) (53,404 )
Charter-in hire expenses (2,943 ) (4,012 )
Realized gain/(loss) on FFAs/bunker swaps (891 ) 1,437
Amortization of fair value of below/above market acquired time charter agreements, net (187 ) -
Time charter equivalent revenues $ 156,394 $ 304,904
Available days 10,115 11,126
Daily time charter equivalent rate ("TCE") $ 15,462 $ 27,405

8


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 improvements in 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 maintenance expenses of vessel scrubbers and BWTS, 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.

9


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

When deemed appropriate from a risk management perspective, 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, 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, being 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, when deemed appropriate from a risk management perspective, we 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). We also incur financing costs in connection with establishing those facilities, which are presented as a direct deduction from the carrying amount of the relevant 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.

10


Results of Operations

The three-month period ended March 31, 2022 compared to the three-month period ended March 31, 2021

Voyage revenues net of Voyage expenses: Voyage revenues for the three months ended March 31, 2022 increased to $360.9 million from $200.5 million in the corresponding period in 2021. Time charter equivalent revenues (“TCE Revenues”) (as defined above) were $304.9 million compared to $156.4 million for the corresponding period in 2021, which is indicative of improved market conditions prevailing during the three month period ended March 31, 2022 compared to the corresponding period in 2021. As a result, the TCE rate for the first three months of 2022 was $27,405 compared to $15,462 for the corresponding period in 2021. 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, 2022 and 2021 were $4.0 million and $2.9 million, respectively. This increase is attributable to the increase in charter-in days to 199 in the first three months of 2022 from 175 in the corresponding period in 2021 as well as the increased charter-in rates prevailing during 2022.

Vessel operating expenses: For the three-months ended March 31, 2022 and 2021, vessel operating expenses were $57.5 million and $47.4 million, respectively, primarily driven by the increase in the average number of vessels in our fleet to 128.0 vessels in the first quarter of 2022 from 119.3 vessels for the respective quarter of 2021. Vessel operating expenses for the first quarter of 2022 included additional crew expenses related to the increased number and cost of crew changes performed during the period as a result of COVID-19 restrictions estimated to be $2.8 million. Vessel operating expenses for the first quarter of 2021 included COVID-19 related expenses estimated to be $1.3 million and pre-delivery and pre-joining expenses of $0.5 million.  The overall increase was mainly driven by higher repair and maintenance costs due to the preventive maintenance program of our fleet during the applicable period, so as to ensure quality service to our clients and minimize off hire time.

Dry docking expenses: During the three month period ended March 31, 2022, we incurred $8.7 million dry docking expenses mainly attributable to eight of our vessels that completed their periodic dry docking surveys within such period. During the first three months of 2021, we incurred $12.2 million dry-docking expenses mainly attributable to 12 of our vessels that completed their periodic dry docking surveys within such period.

Depreciation: Depreciation expense increased to $38.5 million for the three month period ended March 31, 2022, compared to $36.2 million for the corresponding period in 2021. The increase was mainly driven by the increase in the average number of vessels in 2022 compared to 2021 to 128.0 from 119.3 vessels, respectively.

Management fees: Management fees remained almost unchanged for the three month period ended March 31, 2022 at $4.8 million compared to $4.7 million for the corresponding period of 2021 due to the fact that there was no significant change in the daily cost provided under management agreements in effect during the abovementioned periods.

General and administrative expenses: General and administrative expenses for the three month period ended March 31, 2022 were $8.8 million compared to $7.3 million in the corresponding period in 2021 primarily due to the increase in the stock based compensation expense to $1.2 million from $0.3 million and the average number of vessels in our fleet as discussed above.

(Gain)/Loss on forward freight agreements and bunker swaps, net: For the three month period ended March 31, 2022, we incurred a net loss on FFAs and bunker swaps of $2.6 million, consisting of an unrealized loss of $4.0 million and a realized gain of $1.4 million. For the three month period ended March 31, 2021, we incurred a net loss on FFAs and bunker swaps of $2.1 million, consisting of an unrealized loss of $1.2 million and realized loss of $0.9 million.

11


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 three month periods of 2022 and 2021 were $11.8 million and $12.7 million, respectively. This decrease is primarily attributable to the decline in the average interest rate on our outstanding indebtedness, mainly driven by the refinancing of certain of our debt agreements and the redemption of our outstanding 8.30% Senior Notes in July 2021, as well as the decrease in our weighted average outstanding debt balance during the corresponding periods.

Cash Flows

Net cash provided by operating activities for the first three months of 2022 and 2021 was $229.2 million and $79.2 million, respectively. This increase was primarily driven by the higher charter rates due to the improved market conditions that prevailed in the first quarter of 2022 compared to the corresponding period in 2021 and the higher average number of vessels in 2022 compared to 2021 as described above, and the decrease in our interest payments due to refinancing of certain of our debt agreements as well as the decrease in our weighted average outstanding debt balance during the corresponding periods.

Net cash used in investing activities for the first three months of 2022 and 2021 was $ 4.8 million and $60.3 million, respectively. The decrease was primarily attributable to cash paid in 2021 in connection with the acquisition of vessels as opposed to no vessel acquisitions taking place in 2022 as well as to lower capital expenditures for vessel upgrades paid in 2022 compared to relevant payments in 2021.

Net cash used in financing activities for the first three months of 2022 was $253.2 million compared to net cash used in financing activities of $7.9 million in the first three months of 2021. This variation was primarily driven by the dividend payments of $204.8 million made in the first three months of 2022 compared to no dividend payments made in corresponding period in 2021, and the fact that during the first three months of 2022 we had no proceeds for new debt agreements, compared to $36.0 million of debt net proceeds in the first quarter 2021.

Significant Accounting Policies and Critical Accounting Estimates

For a description of our critical accounting estimates 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 2021 Annual Report. There have been no material changes from the “Critical Accounting Estimates” previously disclosed in our 2021 Annual Report.

12


STAR BULK CARRIERS CORP.

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED

    FINANCIAL STATEMENTS
Consolidated Balance Sheets as of December 31, 2021 and March 31, 2022 (unaudited) F-2
Unaudited Interim Condensed Consolidated Income Statements for the three-month periods ended March 31, 2021 and 2022 F-3
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income/(Loss) for the three-month periods ended March 31, 2021 and 2022 F-4
Unaudited Interim Condensed Consolidated Statements of Stockholders’ Equity for the three-month periods ended March 31, 2021 and 2022 F-5
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2021 and 2022 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, 2021 and March 31, 2022 \(unaudited\)

(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

March 31,<br><br> 2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents 450,285 $ 424,124
Restricted cash, current (Notes 7 and 12) 20,965 18,261
Trade accounts receivable, net 81,061 86,821
Inventories (Note 4) 75,077 84,007
Due from managers 9,422 18
Due from related parties (Note 3) 242 766
Prepaid expenses and other receivables 28,659 25,807
Derivatives, current asset portion (Note 12) 1,996 8,904
Other current assets (Note 13) 15,217 15,193
Total Current Assets 682,924 663,901
FIXED ASSETS
Vessels and other fixed assets, net (Note 5) 3,013,038 2,982,610
Total Fixed Assets 3,013,038 2,982,610
OTHER NON-CURRENT ASSETS
Long term investment (Note 3) 1,567 1,550
Restricted cash, non-current (Notes 7 and 12) 2,021 2,021
Operating leases, right-of-use assets (Note 2) 48,256 45,572
Derivatives, non-current asset portion (Note 12) 6,913 15,040
TOTAL ASSETS 3,754,719 $ 3,710,694
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term bank loans (Note 7) 156,701 $ 155,396
Lease financing short term (Note 6) 50,434 50,434
Accounts payable 21,837 40,702
Due to managers 3,885 8,474
Due to related parties (Note 3) 1,426 2,723
Accrued liabilities 30,810 35,141
Derivatives, current liability portion (Note 12) 743 3,098
Deferred revenue 24,960 15,822
Total Current Liabilities 290,796 311,790
NON-CURRENT LIABILITIES
Long-term bank loans, net of current portion and unamortized loan issuance costs of 10,853 and 9,862, as of December 31, 2021 and March 31, 2022, respectively (Note 7) 932,554 894,172
Lease financing long term, net of unamortized lease issuance costs of 5,318 and 4,979, as of December 31, 2021 and March 31, 2022, respectively (Note 6) 402,039 390,300
Operating lease liabilities (Note 2) 48,256 45,572
Other non-current liabilities 1,056 944
TOTAL LIABILITIES 1,674,701 1,642,778
COMMITMENTS & CONTINGENCIES (Note 11)
SHAREHOLDERS' EQUITY
Preferred Shares; 0.01 par value, authorized 25,000,000 shares; none issued or outstanding at December 31, 2021 and March 31, 2022, respectively (Note 8) - -
Common Shares, 0.01 par value, 300,000,000 shares authorized; 102,294,758 shares issued and outstanding as of December 31, 2021; 102,442,901 shares issued and outstanding as of March 31, 2022 (Note 8) 1,023 1,024
Additional paid in capital 2,618,319 2,623,816
Accumulated other comprehensive income/(loss) 6,933 23,537
Accumulated deficit (546,257 ) (580,461 )
Total Shareholders' Equity 2,080,018 2,067,916
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 3,754,719 $ 3,710,694

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 Income Statements

    For the three-month periods ended March 31, 2021 and 2022

    \(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated\)
Three months ended March 31,
2021 2022
Revenues:
Voyage revenues (Note 13) $ 200,467 $ 360,883
Expenses/(Income)
Voyage expenses (Note 3 ) 40,052 53,404
Charter-in hire expenses (Note 3) 2,943 4,012
Vessel operating expenses 47,354 57,466
Dry docking expenses 12,191 8,727
Depreciation (Note 5) 36,233 38,461
Management fees (Note 3) 4,667 4,839
General and administrative expenses (Note 3) 7,297 8,765
(Gain)/Loss on time charter agreement termination (1,102 ) -
Other operational loss 1,340 614
Other operational gain (1,017 ) (267 )
(Gain)/Loss on forward freight agreements and bunker swaps, net (Note 12) 2,085 2,623
Total operating expenses, net 152,043 178,644
Operating income / (loss) 48,424 182,239
Other Income/ (Expenses):
Interest and finance costs (Note 7) (14,440 ) (12,082 )
Interest and other income/(loss) 1,750 261
Total other expenses, net (12,690 ) (11,821 )
Income / (loss) before taxes and equity in income of investee $ 35,734 $ 170,418
Income taxes - (37 )
Income/(Loss) before equity in income of investee 35,734 170,381
Equity in income / (loss) of investee 29 (17 )
Net income/(loss) 35,763 170,364
Earnings / (Loss) per share, basic and diluted $ 0.36 $ 1.67
Weighted average number of shares outstanding, basic (Note 9) 98,712,581 101,981,583
Weighted average number of shares outstanding, diluted  (Note 9) 99,019,944 102,257,673
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, 2021 and 2022

    \(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated\)
Three months ended March 31,
2021 2022
Net income / (loss) $ 35,763 $ 170,364
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 5,419 16,225
Less:
Reclassification adjustments of interest rate swap gain/(loss) 442 379
Other comprehensive income / (loss) 5,861 16,604
Total comprehensive income / (loss) $ 41,624 $ 186,968
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, 2021 and 2022

    \(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated\)
Par Value Additional Paid-in Capital Accumulated Other Comprehensive income/(loss) Accumulated deficit Treasury stock Total Shareholders' Equity
BALANCE, January 1, 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
Amortization of share-based compensation (Note 10) - - 313 - - - 313
Acquisition of Eneti vessels 2,649,203 27 39,646 - - - 39,673
Acquisition of ER vessels 2,100,000 21 22,152 - - - 22,173
Cancellation of treasury stock (6,971 ) - (93 ) - - 93 -
BALANCE, March 31, 2021 101,888,919 $ 1,019 $ 2,610,974 $ 1,868 $ (960,551 ) $ - $ 1,653,310
BALANCE, January 1, 2022 102,294,758 $ 1,023 $ 2,618,319 $ 6,933 $ (546,257 ) $ - $ 2,080,018
Net income / (loss) - - - - 170,364 - 170,364
Other comprehensive income / (loss) - - - 16,604 - - 16,604
Issuance of vested and non-vested shares and amortization of share-based compensation (Note 10) 245 - 1,233 - - - 1,233
Dividend declared (2.00 per share) (Note 8) - - - - (204,568 ) - (204,568 )
Equity offerings, net (Note 8) 147,898 1 4,349 - - - 4,350
Offering expenses - - (85 ) - - - (85 )
BALANCE, March 31, 2022 102,442,901 $ 1,024 $ 2,623,816 $ 23,537 $ (580,461 ) $ - $ 2,067,916

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, 2021 and 2022

    \(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated\)
Three months ended March 31,
2021 2022
Cash Flows from Operating Activities:
Net income / (loss) $ 35,763 $ 170,364
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
Depreciation (Note 5) 36,233 38,461
Amortisation of fair value of below market time charters (187 ) -
Amortization of debt (loan, lease & notes) issuance costs (Note 7) 1,815 1,339
Share-based compensation (Note 10) 313 1,233
(Gain)/Loss on time charter agreement termination (1,102 ) -
Change in fair value of forward freight derivatives and bunker swaps (Note 12) 1,194 4,060
Other non-cash charges (208 ) (112 )
Equity in income / (loss) of investee (29 ) 17
Changes in operating assets and liabilities:
(Increase)/Decrease in:
Trade accounts receivable (5,224 ) (5,760 )
Inventories (12,778 ) (8,930 )
Prepaid expenses and other receivables (8,710 ) (173 )
Derivatives asset 1 (136 )
Due from related parties (270 ) (524 )
Due from managers 358 9,404
Increase/(Decrease) in:
Accounts payable 13,483 18,014
Due to related parties (240 ) 1,297
Accrued liabilities 8,913 5,151
Due to managers 7,079 4,589
Deferred revenue 2,772 (9,138 )
Net cash provided by / (used in) Operating Activities 79,176 229,156
Cash Flows from Investing Activities:
Advances for vessels & vessel upgrades and other fixed assets (64,831 ) (6,414 )
Hull and machinery insurance proceeds 4,544 1,600
Net cash provided by / (used in) Investing Activities (60,287 ) (4,814 )
Cash Flows from Financing Activities:
Proceeds from bank loans, leases and notes 39,000 -
Loan and lease prepayments and repayments (46,416 ) (52,756 )
Financing and debt extinguishment fees paid (1,340 ) -
Refund of financing premia 903
Dividends paid (Note 8) - (204,801 )
Proceeds from issuance of common stock - 4,350
Net cash provided by / (used in) Financing Activities (7,853 ) (253,207 )
Net increase/(decrease) in cash and cash equivalents and restricted cash 11,036 (28,865 )
Cash and cash equivalents and restricted cash at beginning of period 195,531 473,271
Cash and cash equivalents and restricted cash at end of period $ 206,567 $ 444,406
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 12,283 $ 10,386
Non-cash investing and financing activities:
Shares issued in connection with vessel acquisitions 61,977 -
Vessel upgrades 2,876 1,619
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 amount of such items reported in the<br> statements of cash flows:
Cash and cash equivalents $ 189,127 $ 424,124
Restricted cash, current (Note 7) 12,419 18,261
Restricted cash, non-current (Note 7) 5,021 2,021
Cash and cash equivalents and restricted cash at end of period shown in the statement of cash flows $ 206,567 $ 444,406
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, 2022

(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

  1. 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, 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, 2021 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, 2022 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2022.

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, 2021 included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2021 (the “2021 Annual Report”). The balance sheet as of December 31, 2021 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 2021 Annual Report.

On March 11, 2020, the World Health Organization declared the 2019 Novel Coronavirus (“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, implemented measures to combat the outbreak, such as quarantines and travel restrictions, which resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets.

The recent reopening of the global economy and consequent increased demand across all key dry bulk commodities has positively affected the Company’s revenues. On the other hand, as a result of COVID-19 restrictions imposed since 2020, additional crew expenses continue to be incurred.

There continues to be a high level of uncertainty relating to how the pandemic will evolve, including as a result of new COVID-19 variants, 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. An increase in the severity or duration or a resurgence of the COVID-19 pandemic 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.

F-7


STAR BULK CARRIERS CORP.

      Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022

(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

  1. Basis of Presentation and General Information - continued:

In addition, the geopolitical situation in Eastern Europe intensified in late February 2022, with the commencement of Russia’s military action against Ukraine. Political events and sanctions are continually changing and differ across the globe. The Company’s vessels Star Pavlina, Star Helena and Star Laura are currently berthed in three different ports of Ukraine, safely manned with Ukrainian crew. All three vessels, under charterers’ instructions, had arrived to load various grain cargos, well ahead of the commencement of the war activities, but at the time of the invasion, the loading operations were suspended by the port authorities. The Company had been intensively exploring options with the charterers to navigate the vessels safely out of the ports but unfortunately the ports were shut down and safe passages were impossible. An estimate of any potential impact cannot be made at this point of time. However, the Company does not expect such impact, if any, to be material, because in addition to standard industry vessel risk insurance, war risk insurance is in place for all three vessels and the applicable war risk insurers have confirmed that they hold the vessels covered at their current position in Ukraine, which includes Hull and Machinery and Increased Value insurance, Detention and Diversion Cover and War loss of Hire for 180 days. Furthermore, and to the extent that a court or tribunal has not declared the frustration of the charterparties for the above three vessels, as frustration is by operation of law, the Company believes that the vessels remain on hire and hire continues payable under the charterparty clauses. The situation continues to be closely monitored by management to ensure that the interests of all its stakeholders are safeguarded.

As of March 31, 2022, the Company owned a modern fleet of 128 dry bulk vessels consisting of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax vessels with a carrying capacity between 52,425 deadweight tonnage (“dwt”) and 209,529 dwt, a combined carrying capacity of 14.1 million dwt and an average age of 10.1 years.

F-8


STAR BULK CARRIERS CORP.

      Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022

(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

  1. 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 2021 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, 2022.

The time charter-in payments required to be made after March 31, 2022, for the outstanding operating lease liabilities of the time charter-in agreements with an initial term exceeding 12 months, recognized on the balance sheet, as described in Note 2x) A) to the Company’s consolidated financial statements included in the 2021 Annual Report, are as follows:

Twelve month periods ending Amount
March 31, 2023 $ 11,739
March 31, 2024 9,573
March 31, 2025 5,900
March 31, 2026 6,242
March 31, 2027 5,900
March 31, 2028 and thereafter 10,464
Total undiscounted lease payments $ 49,818
Discount based on incremental borrowing rate (4,716 )
Present value of lease liability 45,102

The weighted average remaining lease term of these charter-in arrangements as of March 31, 2022 is 5.70 years.

The office rental payments required to be made after March 31, 2022, for the outstanding operating lease liabilities of the office rental arrangements, recognized on the balance sheet, as described in Note 2x) D) to the Company’s consolidated financial statements included in the 2021 Annual Report, are as follows:

Twelve month periods ending Amount
March 31, 2023 $ 287
March 31, 2024 153
March 31, 2025 31
March 31, 2026 -
March 31, 2027 -
March 31, 2028 and thereafter -
Total undiscounted lease payments $ 471
Discount based on incremental borrowing rate (1 )
Present value of lease liability 470

The weighted average remaining lease term of these office rent arrangements as of March 31, 2022 is 1.81 years. Office rent expenses for the three-month periods ended March 31, 2021 and 2022 were $127 and $120, respectively.

F-9


STAR BULK CARRIERS CORP.

      Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022

(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

  1. Transactions

       with Related Parties:
    

Details of the Company’s transactions with related parties did not change in the three-month period ended March 31, 2022 and are discussed in Note 3 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report.

Transactions and balances with related parties are analyzed as follows:

Balance Sheets

December 31, 2021 March 31, 2022
Due from related parties
Oceanbulk Maritime and its affiliates $ 133 $ 242
Interchart 3 3
AOM 52 -
Starocean 34 34
Augustea Technoservices Ltd. and affiliates - 487
Product Shipping & Trading S.A. 20 -
Due from related parties $ 242 $ 766
Due to related parties
Combine Marine Ltd. $ 18 $ -
Management and Directors Fees 159 12
Hartree Marine Fuels LLC - 1,293
Augustea Technoservices Ltd. and affiliates 877 -
Iblea Ship Management Limited 372 1,418
Due to related parties $ 1,426 $ 2,723

Income Statements

Statements of Operations
Three months ended March 31,
2021 2022
Voyage expenses:
Voyage expenses-Interchart $ (945 ) $ (3,870 )
Voyage expenses- Augustea Technoservices Ltd. and affiliates (66 ) -
Voyage expenses - Hartree Marine Fuels LLC - (3,659 )
General and administrative expenses:
Consultancy fees $ (136 ) $ (137 )
Directors compensation (45 ) (45 )
Office rent - Combine Marine Ltd. &  Alma Properties (11 ) (10 )
General and administrative expenses - Oceanbulk Maritime and its affiliates (49 ) (52 )
Management fees:
Management fees- Augustea Technoservices Ltd. and affiliates (f) $ (1,620 ) $ (1,122 )
Management fees- Iblea Ship Management Limited - (400 )
Charter-in hire expenses:
Charter - in hire expenses - AOM $ (1,761 ) $ -

F-10


STAR BULK CARRIERS CORP.

    Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022

(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

  1. Inventories:

The amounts shown in the consolidated balance sheets are analyzed as follows:

December 31, 2021 March 31, 2022
Lubricants $ 12,522 $ 13,775
Bunkers 62,555 70,232
Total $ 75,077 $ 84,007
  1. 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, 2021 $ 3,818,440 $ (805,402 ) $ 3,013,038
- Acquisition of other fixed assets, vessel improvements and other vessel costs 8,033 - 8,033
- Depreciation for the period - (38,461 ) (38,461 )
Balance, March 31, 2022 $ 3,826,473 $ (843,863 ) $ 2,982,610

As of March 31, 2022, 87 of the Company’s 128 vessels, having a net carrying value of $2,101,608, serve as collateral under certain of the Company’s loan facilities and were subject to first-priority mortgages (Note 7). Title of ownership is held by the relevant lenders for another 35 vessels with a carrying value of $811,039 to secure the relevant sale and lease back financing transactions (Note 6). In addition, certain of the Company’s vessels having a net carrying value of $468,889 are subject to second-priority mortgages and serve as collateral under certain of the Company’s loan facilities (Note 7).

There was no change to the Company’s operating fleet during the three-month period ended March 31, 2022, while during this period the Company continued the technical upgrades to its fleet, such as the installation of ballast water treatment systems (“BWTS”)  and Energy Saving Devices (“ESD”).

F-11


STAR BULK CARRIERS CORP.

      Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022

(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

  1. Lease financing:

Details of the Company’s lease financings are discussed in Note 6 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report.

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 income statements (Note 7).

Some of the Company’s lease financings contain financial and other covenants similar to those included in its credit facilities, as described in Note 7 below and in Note 7 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report, with which, as of March 31, 2022, the Company was in compliance (Note 7).

The principal payments required to be made after March 31, 2022, for the Company’s outstanding finance lease obligations recognized on the balance sheet, as of that date, are as follows:

Twelve month periods ending Amount
March 31, 2023 $ 50,434
March 31, 2024 47,934
March 31, 2025 46,798
March 31, 2026 81,301
March 31, 2027 97,236
March  31, 2028 and thereafter 122,010
Total bareboat lease minimum payments $ 445,713
Unamortized lease issuance costs (4,979 )
Total bareboat lease minimum payments, net $ 440,734
Lease financing short term 50,434
Lease financing long term, net of unamortized lease issuance costs 390,300
  1. Long-term

       bank loans:
    

Details of the Company’s credit facilities and debt securities are discussed in Note 7 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report.

In addition to the scheduled repayments during the three month period ended March 31, 2022, on March 24, 2022 the Company prepaid an amount of $4,100 corresponding to the outstanding loan amount of the vessel Star Omicron under the HSBC $80,000 Facility. Furthermore, as further discussed in Note 7 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report, the HSBC Working Capital Facility, which had been subject to annual renewals from the lender, was not renewed in February 2022.

The Company’s credit facilities contain financial covenants and undertakings, a summary of which is included in Note 7 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report.

As of December 31, 2021 and March 31, 2022, the Company was required to maintain minimum liquidity, not legally restricted, of $64,000, which is included within “Cash and cash equivalents” in the consolidated balance sheets. In addition, as of December 31, 2021 and March 31, 2022, the Company was required to maintain a minimum liquidity, legally restricted, of $22,986 and $20,282, respectively, which is included within “Restricted cash, current and non-current” in the consolidated balance sheets. The decrease in restricted cash is attributable to the decrease in collateral required under certain of the Company’s financial instruments (Note 12).

F-12


STAR BULK CARRIERS CORP.

      Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022

(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

  7. Long-term bank loans - continued:

As of March 31, 2022, the Company was in compliance with the applicable financial and other covenants contained in its debt agreements and lease financings described in Note 6.

The principal payments required to be made after March 31, 2022 for all of the then-outstanding bank debt, are as follows:

Twelve month periods ending Amount
March 31, 2023 $ 155,396
March 31, 2024 244,901
March 31, 2025 211,705
March 31, 2026 174,445
March 31, 2027 210,540
March  31, 2028 and thereafter 62,443
Total Long-term bank loans $ 1,059,430
Unamortized loan issuance costs (9,862 )
Total Long-term bank loans, net $ 1,049,568
Current portion of long-term bank loans 155,396
Long-term bank loans, net of current portion and unamortized loan issuance costs 894,172

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 12).The weighted average interest rate (including the margin) related to the Company’s existing bank loans and lease financings for the three-month periods ended March 31, 2021 and 2022 was 3.06% and 2.74%, respectively.

The amounts of “Interest and finance costs” included in the unaudited interim condensed consolidated income statements are analyzed as follows:

Three months ended March 31
2021 2022
Interest on financing agreements $ 11,850 $ 10,046
Reclassification adjustments of interest rate swap loss/(gain) transferred to Interest and finance costs from Other Comprehensive Income (Note 12) 442 379
Amortization of debt (loan, lease & notes) issuance costs 1,815 1,339
Other bank and finance charges 333 318
Interest and finance costs $ 14,440 $ 12,082
  1. Preferred

       and Common Shares and Additional Paid-in Capital:
    

Details of the Company’s preferred shares and common shares are discussed in Note 8 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report.

During the three months ended March 31, 2022, the Company issued and sold 147,898 common shares through the effective at-the-market offering programs for net proceeds of $4,350. In addition, 245 common shares were issued under the Company’s Equity Incentive Plans, as defined in Note 10 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report.

Pursuant to its dividend policy during the three month period ended March 31, 2022, the Company declared and paid a cash dividend of $204,568 (or $2.00 per common share) for the fourth quarter of 2021.

F-13


STAR BULK CARRIERS CORP.

      Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022

(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

  1. Earnings

       per Share:
    

The computation of basic earnings per share is based on the weighted average number of common shares outstanding for the three-month periods ended March 31, 2021 and 2022. 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 per share gives effect to stock awards, stock options and restricted stock units using the treasury stock method, unless the impact is anti-dilutive.

The Company calculates basic and diluted earnings per share as follows:

Three months ended March 31,
2021 2022
Income / (Loss) :
Net income / (loss) $ 35,763 $ 170,364
Basic earnings / (loss) per share:
Weighted average common shares outstanding, basic 98,712,581 101,981,583
Basic earnings / (loss) per share $ 0.36 $ 1.67
Effect of dilutive securities:
Dillutive effect of non vested shares 307,363 276,090
Weighted average common shares outstanding, diluted 99,019,944 102,257,673
Diluted earnings / (loss) per share $ 0.36 $ 1.67
  1. Equity Incentive Plans:

Details of the Company’s equity incentive plans and share awards granted through December 31, 2021, are discussed in Note 10 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report.

The stock based compensation cost for the three month period ended March 31, 2021 amounted to $313. The stock based compensation cost for the three month period ended March 31, 2022 amounted to $1,233 and included an amount of $770 recognized in connection with the scrubber incentive award approved on June 7, 2021 (as further described in Note 10 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report). The respective charge was calculated based on the Company’s estimate of the intrinsic value of the award basis March 31, 2022 VLSFO-HSFO spread and assuming 5% of scrubber savings to be awarded by the Board of Directors.

A summary of the status of the Company’s non-vested restricted shares as of March 31, 2022 and the movement during the three-month period ended March 31, 2022 is presented below.

Number of shares Weighted Average Grant Date Fair Value
Unvested as at January 1, 2022 335,329 $ 10.65
Granted - -
Vested - -
Unvested as at March 31, 2022 335,329 $ 10.65

As of March 31, 2022, the estimated compensation cost relating to non-vested restricted share awards not yet recognized is $6,889 (including the scrubber incentive award) and is expected to be recognized over the weighted average period of 2.53 years. During the three month period ended March 31, 2022 the Company paid $671 for dividends to non-vested shares.

F-14


STAR BULK CARRIERS CORP.

      Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022

(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

  1. Commitments

      and Contingencies:
    

a) Commitments:

The following tables set forth inflows and outflows related to the Company’s charter party arrangements and other commitments, as at March 31, 2022.

Charter party arrangements:

Twelve month periods ending March 31,
+ inflows/ - outflows Total 2023 2024 2025 2026 2027 2028 and thereafter
Future, minimum, non-cancellable charter revenue (1) $ 68,459 $ 68,459 $ - $ - $ - $ - $ -
Total $ 68,459 $ 68,459 $ - $ - $ - $ - $ -
(1) The amounts represent the minimum contractual charter revenues to be generated from the existing, as of March 31, 2022, non-cancellable time charter agreements, until their expiration, net of address commission, assuming no off-hire days<br> other than those related to scheduled interim and special surveys of the vessels.
--- ---

Other commitments:

Twelve month periods ending March 31,
+ inflows/ - outflows Total 2023 2024 2025 2026 2027 2028 and thereafter
Vessel BWTS and ESD (1) (19,558) (17,154) (2,404) - - - -
Total $ (19,558) $ (17,154) $ (2,404) $ - $ - $ - $ -
(1) The amounts represent the Company’s commitments as of March 31, 2022, for vessel upgrades (BWTS and ESD).
--- ---

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, 2022

(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

  1. Fair value measurements 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 17 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 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 periods ended March 31, 2021 and 2022.

A gain of approximately $10,030 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, 2021 and the three-month period ended March 31, 2022, the Company entered into a 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, 2021 and 2022 and the valuation of their open positions as at December 31, 2021 and March 31, 2022 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 income statements, are analyzed as follows:

Three months ended March 31,
2021 2022
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 7) (442 ) (379 )
Total Gain/(loss) recognized $ (442 ) $ (379 )
Gain/(loss) on forward freight agreements and bunker swaps, net
Realized gain/(loss) on forward freight agreements and freight options (891 ) 5,523
Realized gain/(loss) on bunker swaps - (4,086 )
Unrealized gain/(loss) on forward freight agreements and freight options (1,194 ) (4,353 )
Unrealized gain/(loss) on bunker swaps - 293
Total Gain/(loss) recognized $ (2,085 ) $ (2,623 )

F-16


STAR BULK CARRIERS CORP.

      Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022

(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

  1. Fair value measurements and Hedging - continued:

The following table summarizes the valuation of the Company’s financial instruments as of December 31, 2021 and March 31, 2022. 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, 2021 March 31, 2022
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
Forward freight agreements - current Derivatives, current asset portion $ 1,440 - $ - 222
Bunker swaps - current Derivatives, current asset portion $ 7 - $ - -
Forward freight agreements - non-current Derivatives, non-current asset portion $ 150 - $ - 113
Total $ 1,597 - $ - 334
LIABILITIES
Forward freight agreements - current Derivatives, current asset portion $ - - $ - 3,098
Bunker swaps - current Derivatives, current asset portion $ 300 - $ - -
Total $ 300 - $ - 3,098
Significant Other Observable Inputs (Level 2)
--- --- --- --- --- --- --- --- --- ---
December 31, 2021 March 31, 2022
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 $ - 549 $ - 8,682
Interest rate swaps - non-current Derivatives, non-current asset portion $ - 6,763 $ - 14,927
Total $ - 7,312 $ - 23,609
LIABILITIES
Interest rate swaps - current Derivatives, current liability portion $ - 443 $ - -
Total $ - 443 $ - -

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, 2021 and March 31, 2022 amounted to $10,128 and $7,295, respectively, and are included within “Restricted cash, current” in the consolidated balance sheets (Note 7).

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, 2022, due to the variable interest rate nature thereof. The fair value of the DSF $55,000 Facility (Note 7) as of March 31, 2022, measured through level 2 inputs (such as interest rate curves) is $48,384, which is $270 lower than the loan’s book value of $48,654.

F-17


STAR BULK CARRIERS CORP.

      Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022

(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

  1. 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, 2021 and 2022, as presented in the consolidated income statements:

Three months ended March 31,
2021 2022
Time charters $ 95,087 $ 198,630
Voyage charters 105,897 158,292
Pool revenues (517 ) 3,961
$ 200,467 $ 360,883

As of March 31, 2022, trade accounts receivable, (excluding the provision for doubtful debt) increased by $5,548, and deferred revenue decreased by $9,138 compared to December 31, 2021. These changes were mainly attributable to the timing of collections.

Further, as of March 31, 2022, deferred assets related to revenue contracts (included within “Other current assets” in the consolidated balance sheets) remained almost unchanged compared to December 31, 2021, from $4,923 to $4,931. The outstanding balance is mainly affected by 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 $24,960 as unearned revenue related to voyages in progress as of December 31, 2021, which were recognized in earnings in the three month period ended March 31, 2022 as the performance obligations were satisfied in that period. In addition, the Company recorded $15,822 as unearned revenue related to voyages in progress as of March 31, 2022, which will be recognized in earnings during the remaining of the year ending December 31, 2022 as the performance obligations will be satisfied during 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, 2021 and 2022 was ($320) and $3,962, 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, 2021 and 2022 was ($171) and $147 and is included within “Pool Revenues” in the table above. Pool Revenues also include other minor participation adjustments.

F-18


STAR BULK CARRIERS CORP.

      Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022

(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

  1. Subsequent

      Events:
    
On May 24, 2022, pursuant to the Company’s dividend policy, the Company’s Board of Directors declared a quarterly cash dividend of $1.65 per share payable on or about June 16, 2022 to all shareholders of record as of June 3, 2022. The<br> ex-dividend date is expected to be June 2, 2022.
Subsequent to March 31, 2022, the Company issued and sold 506,792 common shares through the effective at-the-market offering programs for net proceeds of $15,442. In addition, subsequent to March 31, 2022, the Company repurchased 450,011<br> shares under the authorized share repurchase program (the “Share Repurchase Program”) in open market transactions at an average price of $26.07 per share, for an aggregate consideration of $11,731. The repurchased shares were cancelled and<br> removed from the Company’s share capital.
--- ---
On May 24, 2022, the Company repaid the outstanding amounts of $83.6 million under the lease agreements of the Eneti Acquisition Vessels acquired in February 2021. The Company has received credit committee approval from a major European<br> Bank for an amount of up to $100.0 million to replenish the cash used for the prepayment of the outstanding lease amounts of the aforementioned vessels and refinance two additional vessels with an outstanding debt balance of $16.1 million<br> as of the date of the Company’s unaudited interim condensed consolidated financial statements for the three months ended March 31, 2022.
--- ---
Subsequent to March 31, 2022, the Company's Board of Directors adopted the 2022 Equity Incentive Plan (the “2022 Plan”) and reserved for issuance 810,000 common shares thereunder, all of which were granted to certain directors, officers and employees.
--- ---

F-19

Exhibit 99.2

STAR BULK CARRIERS CORP. REPORTS NET PROFIT OF $170.4 MILLION

FOR THE FIRST QUARTER OF 2022

AND DECLARES QUARTERLY DIVIDEND OF $1.65 PER SHARE

ATHENS, GREECE, May 24, 2022 – Star Bulk Carriers Corp. (the "Company" or "Star Bulk") (Nasdaq: SBLK), a global shipping company focusing on the transportation of dry bulk cargoes, today announced its unaudited financial and operating results for the first quarter of 2022. Unless otherwise indicated or unless the context requires otherwise, all references in this press release to "we," "us," "our," or similar references, mean Star Bulk Carriers Corp. and, where applicable, its consolidated subsidiaries.

Financial Highlights

(Expressed in thousands of U.S. dollars,<br><br> <br>except for daily rates and per share data)
First quarter 2022 First quarter 2021
Voyage Revenues $ 360,883 $ 200,467
Net income/(loss) $ 170,364 $ 35,763
Adjusted Net income / (loss)  ^(1)^ $ 175,562 $ 35,744
Net cash provided by operating activities $ 229,156 $ 79,176
EBITDA ^(2)^ $ 220,683 $ 84,499
Adjusted EBITDA ^(2)^ $ 225,881 $ 84,667
Earnings / (loss) per share basic and diluted $ 1.67 $ 0.36
Adjusted earnings / (loss) per share basic ^(1)^ $ 1.72 $ 0.36
Adjusted earnings / (loss) per share diluted ^(1)^ $ 1.72 $ 0.36
Average Number of Vessels 128.0 119.3
TCE Revenues ^(3)^ $ 304,904 $ 156,394
Daily Time Charter Equivalent Rate ("TCE") ^(3)^ $ 27,405 $ 15,462
Daily OPEX per vessel ^(4)^ $ 4,988 $ 4,410
Daily OPEX per vessel (excl. non recurring expenses) ^(4)^ $ 4,747 $ 4,251
Daily Net Cash G&A expenses per vessel ^(5)^ $ 1,065 $ 1,087
(1) Adjusted Net income / (loss) and Adjusted earnings / (loss) per share basic and diluted are non-GAAP measures. Please see the table at the end of this release for a<br> reconciliation to Net income / (loss), which is the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States (“ U.S. GAAP”), as well as for the<br> definition of each measure.
--- ---
(2) EBITDA and Adjusted EBITDA are non-GAAP measures. Please see the table at the end of this release for a reconciliation of EBITDA and Adjusted EBITDA to Net Cash Provided by /<br> (Used in) Operating Activities, which is the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP as well as for the definition of each measure. To derive Adjusted EBITDA from EBITDA, we exclude<br> non-cash gains / (losses).
--- ---
(3) Daily Time Charter Equivalent Rate (“TCE”) and TCE Revenues are non-GAAP measures. Please see the table at the end of this release for a reconciliation to Voyage Revenues, which<br> is the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, as well as for the definition of each measure.
--- ---
(4) Daily OPEX per vessel is calculated by dividing vessel operating expenses by Ownership days (defined below). Daily OPEX per vessel (which excludes non-recurring expenses) is<br> calculated by dividing vessel operating expenses minus any non-recurring items (such as, increased costs due to the COVID-19 pandemic or pre-delivery expenses for each vessel at acquisition, if any) by Ownership days. In the future we may<br> incur expenses that are the same as or similar to certain non-recurring expenses that were previously excluded.
--- ---
(5) Daily Net Cash G&A expenses per vessel is calculated by (1) deducting the Management fee Income (if any), from, and (2) adding the Management fee expense to, the General and<br> Administrative expenses (net of share-based compensation expense and other non-cash charges) and (3) then dividing the result by the sum of Ownership days and Charter-in days. Please see the table at the end of this release for a<br> reconciliation to General and administrative expenses, which is the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
--- ---

Petros Pappas, Chief Executive Officer of Star Bulk, commented:

“Star Bulk reported strong results for the first quarter of 2022, with Net Income of $170.4 million, EBITDA of $220.7 million and TCE Revenues of $304.9 million. TCE for the quarter was $27,405 / day per vessel, an increase of 77% YoY. This result marks our strongest daily TCE performance for the first quarter of a year, when rates are traditionally weaker, since 2009. Looking to the next quarter, we have covered 74.3% of our available days for Q2 at a TCE of $29,759 / day per vessel.

We continue to return profits to our shareholders, with the Board of Directors approving a dividend of $1.65 per share as per the Company’s existing dividend policy. Over the last four quarters, we have distributed a dividend of $5.60 per share to our shareholders.

Dry bulk market prospects are favorable, notwithstanding the challenging global economic conditions. Main driver remains the limited supply growth with the historically low vessel orderbook and the upcoming environmental regulations further suppressing orders and speeds. Demand is still robust with continued strong commodity flows over longer distances due to infrastructure investments and trade dislocations.”


Recent Developments

Declaration of Dividend

As of March 31, 2022, we owned 128 vessels and our Total Cash Balance was $444.4 million. Taking into account the Minimum Cash Balance per Vessel of $2.10 million and deducting also the net proceeds of $4.3 million for the shares issued and sold under our effective at-the-market offering programs during the quarter (as described below), on May 24, 2022, pursuant to our dividend policy, our Board of Directors declared a quarterly cash dividend of $1.65 per share, payable on or about June 16, 2022 to all shareholders of record as of June 3, 2022. The ex-dividend date is expected to be June 2, 2022.

Shares Outstanding Update

During 2022 and through the date of this release, we have issued and sold 654,690 common shares under the effective at-the-market offering programs at an average price of $30.85 per share, resulting in net proceeds of $19.8 million, of which we received $4.3 million as of March 31, 2022.

In April 2022, we repurchased 450,011 common shares in open market transactions at an average price of $26.07 per share for an aggregate consideration of $11.7 million, pursuant to the previously announced $50.0 million share repurchase program, all of which were cancelled and removed from our share capital as of the date of this release. As of today, we have $28.0 million outstanding under the authorized share repurchase program (the “Share Repurchase Program”).

Financing

On May 24, 2022, we repaid the outstanding amounts of $83.6 million under the lease agreements of the seven vessels acquired in February 2021 from Eneti Inc. We have received credit committee approval from a major European Bank for an amount of up to $100.0 million to replenish the cash used for the prepayment of the outstanding lease amounts of the aforementioned vessels and refinance two additional vessels with an outstanding debt balance of $16.1 million as of today.  As a result of the new facility, we expect to save approximately $1.5 million per year in interest costs.

Vessel Employment Overview

Daily Time Charter Equivalent Rate (“TCE”) is a non-GAAP measure.  Please see the table at the end of this release for a reconciliation to Voyage Revenues, which is the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

For the first quarter of 2022 our TCE rate was:
Capesize / Newcastlemax Vessels: $26,236 per day.
Post Panamax / Kamsarmax / Panamax Vessels: $27,994 per day.
Ultramax / Supramax Vessels: $27,169 per day.

Amounts shown throughout the press release and variations in period–on–period comparisons are derived from the actual unaudited numbers in our books and records. Reference to per share figures below are based on 102,257,673 and 99,019,944 weighted average diluted shares for the first quarter of 2022 and 2021, respectively.

First Quarter 2022 and 2021 Results

For the first quarter of 2022, we had a net income of $170.4 million, or $1.67 earnings per share, compared to a net income for the first quarter of 2021 of $35.8 million, or $0.36 earnings per share.

Adjusted net income, which excludes certain non-cash items, was $175.6 million, or $1.72 earnings per share, for the first quarter of 2022, compared to an adjusted net income for the first quarter of 2021 of $35.7 million, or $0.36 earnings per share.

Net cash provided by operating activities for the first quarter of 2022 was $229.2 million, compared to $79.2 million for the first quarter of 2021. Adjusted EBITDA, which excludes certain non-cash items, was $225.9 million for the first quarter of 2022, compared to $84.7 million for the first quarter of 2021.

Voyage revenues for the first quarter of 2022 increased to $360.9 million from $200.5 million in the first quarter of 2021 and Time charter equivalent revenues (“TCE Revenues”)^1^ were $304.9 million for the first quarter of 2022, compared to $156.4 million for the first quarter of 2021. TCE rate for the first quarter of 2022 was $27,405 compared to $15,462 for the first quarter of 2021 which is indicative of the significantly improved market conditions prevailing during the recent quarter.

For the first quarters of 2022 and 2021, vessel operating expenses were $57.5 million and $47.4 million, respectively, primarily driven by the increase in the average number of vessels in our fleet to 128.0 vessels in the first quarter of 2022 from 119.3 vessels for the respective quarter of 2021. Vessel operating expenses for the first quarter of 2022 included additional crew expenses related to the increased number and cost of crew changes performed during the period as a result of COVID-19 restrictions estimated to be $2.8 million. Vessel operating expenses for the first quarter of 2021 included COVID-19 related expenses of $1.3 million and pre-delivery and pre-joining expenses of $0.5 million. Excluding non-recurring expenses such as  the increased costs due to COVID-19 and pre-delivery and pre-joining expenses, our daily operating expenses per vessel for the first quarters of 2022 and 2021 were $4,747 and $4,251, respectively. This increase was mainly driven by higher repair and maintenance costs due to the preventive maintenance program of our fleet, ensuring quality service to our clients and minimizing off hire time.

General and administrative expenses for the first quarters of 2022 and 2021 were $8.8 million and $7.3 million, respectively, primarily due to the increase in the stock based compensation expense to $1.2 million from $0.3 million and the average number of vessels in our fleet. Vessel management fees for the first quarters of 2022 and 2021 were $4.8 million and $4.7 million, respectively. Our daily net cash general and administrative expenses per vessel (including management fees and excluding share-based compensation and other non-cash charges) for the first quarters of 2022 and 2021 were $1,065 and $1,087, respectively.

Interest and finance costs net of interest and other income/(loss) for the first quarters of 2022 and 2021 were $11.8 million and $12.7 million, respectively. This decrease is primarily attributable to the decline in the average interest rate on our outstanding indebtedness, mainly driven by the refinancing of certain of our debt agreements and the redemption of our outstanding 8.30% Senior Notes in July 2021, as well as the decrease in the weighted average outstanding debt balance during the corresponding periods.


^1^ Please see the table at the end of this release for the calculation of the TCE Revenues.


Unaudited Consolidated Statement of Operations

(Expressed in thousands of U.S. dollars except for share and per share data) First quarter 2022 First quarter 2021
Revenues:
Voyage revenues $ 360,883 $ 200,467
Total revenues 360,883 200,467
Expenses:
Voyage expenses (53,404 ) (40,052 )
Charter-in hire expense (4,012 ) (2,943 )
Vessel operating expenses (57,466 ) (47,354 )
Dry docking expenses (8,727 ) (12,191 )
Depreciation (38,461 ) (36,233 )
Management fees (4,839 ) (4,667 )
General and administrative expenses (8,765 ) (7,297 )
Gain/(Loss) on forward freight agreements and bunker swaps (2,623 ) (2,085 )
Other operational loss (614 ) (1,340 )
Other operational gain 267 1,017
Gain on time charter agreement termination - 1,102
Operating income/(loss) 182,239 48,424
Interest and finance costs (12,082 ) (14,440 )
Interest and other income/(loss) 261 1,750
Loss on debt extinguishment, net - -
Total other expenses, net (11,821 ) (12,690 )
Income/(Loss) before equity in investee 170,418 35,734
Equity in income/(loss) of investee (17 ) 29
Income/(Loss) before taxes $ 170,401 $ 35,763
Income taxes (37 ) -
Net income/(loss) $ 170,364 $ 35,763
Earnings/(loss) per share, basic and diluted $ 1.67 $ 0.36
Weighted average number of shares outstanding, basic 101,981,583 98,712,581
Weighted average number of shares outstanding, diluted 102,257,673 99,019,944

Unaudited Consolidated Condensed Balance Sheet Data

(Expressed in thousands of U.S. dollars)
ASSETS December 31, 2021
Cash and cash equivalents and resticted cash, current 442,385 471,250
Other current assets 221,516 211,674
TOTAL CURRENT ASSETS 663,901 682,924
Vessels and other fixed assets, net 2,982,610 3,013,038
Restricted cash, non current 2,021 2,021
Other non-current assets 62,162 56,736
TOTAL ASSETS 3,710,694 $ 3,754,719
Current portion of long-term bank loans and lease financing 205,830 $ 207,135
Other current liabilities 105,960 83,661
TOTAL CURRENT LIABILITIES 311,790 290,796
Long-term bank loans and lease financing non-current (net of unamortized deferred finance fees of 14,841 and 16,171, respectively) 1,284,472 1,334,593
Other non-current liabilities 46,516 49,312
TOTAL LIABILITIES 1,642,778 $ 1,674,701
SHAREHOLDERS' EQUITY 2,067,916 2,080,018
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 3,710,694 $ 3,754,719

All values are in US Dollars.

Unaudited Consolidated Condensed Cash Flow Data

(Expressed in thousands of U.S. dollars) First quarter 2022 First quarter 2021
Net cash provided by / (used in) operating activities $ 229,156 $ 79,176
Acquisition of vessels and other fixed assets (101 ) (53,436 )
Capital expenditures for vessel modifications/upgrades (6,313 ) (11,395 )
Insurance Proceeds 1,600 4,544
Net cash provided by / (used in) investing activities (4,814 ) (60,287 )
Proceeds from vessels' new debt - 36,000
Scheduled vessels' debt repayment (52,756 ) (43,416 )
Financing fees - (1,340 )
Refund of financing premia - 903
Shares issued 4,350 -
Dividend payments (204,801 ) -
Net cash provided by / (used in) financing activities (253,207 ) (7,853 )

Summary of Selected Data

First quarter 2022 First quarter 2021
Average number of vessels (1) 128.0 119.3
Number of vessels (2) 128 125
Average age of operational fleet (in years) (3) 10.1 9.3
Ownership days (4) 11,520 10,737
Available days (5) 11,126 10,115
Charter-in days (6) 199 175
Daily Time Charter Equivalent Rate (7) $ 27,405 $ 15,462
Daily OPEX per vessel (8) $ 4,988 $ 4,410
Daily OPEX per vessel (excl. non recurring expenses) (8) $ 4,747 $ 4,251
Daily Net Cash G&A expenses per vessel (9) $ 1,065 $ 1,087

(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 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 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 for vessels’ improvements and upgrades. The available days for each period presented were also decreased by off-hire days relating to disruptions in connection with crew changes as a result of COVID-19. Our method of computing Available Days 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 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, amortization of fair value of above/below market acquired time charter agreements, if any, 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 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 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 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 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 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 pool arrangements) under which its vessels may be employed between the periods. Our method of computing TCE Revenues and TCE rate may not necessarily be comparable to those of other companies due to differences in methods of calculation. For a detailed calculation please see the table at the end of this release with the reconciliation of Voyage Revenues to TCE.

(8) Daily OPEX per vessel is calculated by dividing vessel operating expenses by Ownership days. Daily OPEX per vessel (excluding non- recurring expenses) is calculated by dividing vessel operating expenses minus any non-recurring expenses or other additional expenses due to conditions outside of the Company’s control (such as pre-delivery expenses for each vessel at acquisition or increased costs due to the COVID-19 pandemic, if any^^) by Ownership days. We exclude non-recurring expenses that may occur occasionally from our Daily OPEX per vessel, since these generally represent items that we would not anticipate occurring as part of our normal business on a regular basis. We believe that Daily OPEX per vessel (excluding non-recurring expenses) is a useful measure for our management and investors for period to period comparison with respect to our operating cost performance since such measure eliminates the effects of non-recurring items which may vary from period to period, are not part of our daily business and derive from reasons unrelated to overall operating performance. In the future we may incur expenses that are the same as or similar to certain non-recurring expenses that were previously excluded.

(9) Please see the table at the end of this release for the reconciliation to General and administrative expenses, the most directly comparable GAAP measure. We believe that Daily Net Cash G&A expenses per vessel is a useful measure for our management and investors for period to period comparison with respect to our financial performance since such measure eliminates the effects of non-cash items which may vary from period to period, are not part of our daily business and derive from reasons unrelated to overall operating performance.


EBITDA and Adjusted EBITDA Reconciliation

We include EBITDA herein since it is a basis upon which we assess our liquidity position. It is also used by our lenders as a measure of our compliance with certain loan covenants and we believe that it presents useful information to investors regarding our ability to service and/or incur indebtedness.

To derive Adjusted EBITDA from EBITDA, we exclude non-cash gains/(losses) such as those related to sale of vessels, share based compensation expense, impairment loss, loss from bad debt, change in fair value of forward freight agreements and bunker swaps and the equity in income/(loss) of investee and other non-cash charges, if any, which may vary from period to period and for different companies and because these items do not reflect operational cash inflows and outflows of our fleet.

EBITDA and Adjusted EBITDA do not represent and should not be considered as alternatives to cash flow from operating activities or net income, as determined by United States generally accepted accounting principles, or U.S. GAAP. Our method of computing EBITDA and Adjusted EBITDA may not necessarily be comparable to other similarly titled captions of other companies due to differences in methods of calculation.

The following table reconciles net cash provided by operating activities to EBITDA and Adjusted EBITDA:

(Expressed in thousands of U.S. dollars) First quarter 2022 First quarter 2021
Net cash provided by/(used in) operating activities $ 229,156 $ 79,176
Net decrease / (increase)  in current assets 6,119 26,623
Net increase / (decrease) in operating  liabilities, excluding current portion of long term debt (19,801 ) (30,697 )
Share – based compensation (1,233 ) (313 )
Amortization of deferred finance charges (1,339 ) (1,815 )
Unrealized gain / (loss) on forward freight agreements and bunker swaps (4,060 ) (1,194 )
Total other expenses, net 11,821 12,690
Income tax 37 -
Equity in income/(loss) of investee (17 ) 29
EBITDA $ 220,683 $ 84,499
Equity in (income)/loss of investee 17 (29 )
Gain on time charter agreement termination - (1,102 )
Unrealized (gain)/loss on forward freight agreements and bunker swaps 4,060 1,194
Share-based compensation 1,233 313
Other non-cash charges (112 ) (208 )
Adjusted EBITDA $ 225,881 $ 84,667

Net income/(Loss) and Adjusted Net income/(Loss) Reconciliation and calculation of Adjusted Earnings/(Loss) Per Share

To derive Adjusted Net Income/(Loss) and Adjusted Earnings/(Loss) Per Share from Net Income/(Loss), we exclude non-cash items, as provided in the table below. We believe that Adjusted Net Income/(Loss) and Adjusted Earnings/(Loss) Per Share assist our management and investors by increasing the comparability of our performance from period to period since each such measure eliminates the effects of such non-cash items as gain/(loss) on sale of assets, unrealized gain/(loss) on derivatives, impairment loss and other items which may vary from year to year, for reasons unrelated to overall operating performance. In addition, we believe that the presentation of the respective measure provides investors with supplemental data relating to our results of operations, and therefore, with a more complete understanding of factors affecting our business than with GAAP measures alone. Our method of computing Adjusted Net Income/(Loss) and Adjusted Earnings/ (Loss) Per Share may not necessarily be comparable to other similarly titled captions of other companies due to differences in methods of calculation.

The following table reconciles Net income / (loss) to Adjusted Net income / (loss):

(Expressed in thousands of U.S. dollars except for share and per share data)
First quarter 2022 First quarter 2021
Net income / (loss) $ 170,364 $ 35,763
Amortization of fair value of above/below market acquired time charter agreements, net - (187 )
Share – based compensation 1,233 313
Other non-cash charges (112 ) (208 )
Unrealized (gain) / loss on forward freight agreements and bunker swaps 4,060 1,194
Equity in income/(loss) of investee 17 (29 )
Gain on time charter agreement termination - (1,102 )
Adjusted Net income / (loss) $ 175,562 $ 35,744
Weighted average number of shares outstanding, basic 101,981,583 98,712,581
Weighted average number of shares outstanding, diluted 102,257,673 99,019,944
Adjusted Earnings / (Loss) Per Share, basic and diluted $ 1.72 $ 0.36

Voyage Revenues to Daily Time Charter Equivalent (“TCE”) Reconciliation

(In thousands of U.S. Dollars, except for TCE rates)
First quarter 2022 First quarter 2021
Voyage revenues $ 360,883 $ 200,467
Less:
Voyage expenses (53,404 ) $ (40,052 )
Charter-in hire expense (4,012 ) $ (2,943 )
Realized gain/(loss) on FFAs/bunker swaps 1,437 $ (891 )
Amortization of fair value of below/above market acquired time charter agreements, net - $ (187 )
Time Charter equivalent revenues $ 304,904 $ 156,394
Available days 11,126 $ 10,115
Daily Time Charter Equivalent Rate ("TCE") $ 27,405 $ 15,462

Daily Net Cash G&A expenses per vessel Reconciliation

(In thousands of U.S. Dollars, except for daily rates)
First quarter 2022 First quarter 2021
General and administrative expenses $ 8,765 $ 7,297
Plus:
Management fees 4,839 4,667
Less:
Share – based compensation (1,233 ) (313 )
Other non-cash charges 112 208
Net Cash G&As expenses $ 12,483 $ 11,859
Ownership days 11,520 10,737
Charter-in days 199 175
Daily Net Cash G&A expenses per vessel $ 1,065 $ 1,087

Conference Call details:

Our management team will host a conference call to discuss our financial results on Wednesday, May 25, 2022 at 11:00 a.m., Eastern Time (ET).

Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1(877) 553-9962 (US Toll Free Dial In), 0(808) 238-0669 (UK Toll Free Dial In) or + (44) (0) 2071 928 592 (Standard International Dial In). Please quote "Star Bulk."

Slides and audio webcast:

There will also be a live, and then archived, webcast of the conference call and accompanying slides, available through our website. To listen to the archived audio file, visit our website www.starbulk.com and click on Events & Presentations. Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast. The content on our website or in our conference call is not incorporated by reference into this release.

About Star Bulk

Star Bulk is a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Star Bulk’s vessels transport major bulks, which include iron ore, minerals and grain, and minor bulks, which include bauxite, fertilizers and steel products. Star Bulk was incorporated in the Marshall Islands on December 13, 2006 and maintains executive offices in Athens, New York, Limassol, Singapore and Germany. Its common stock trades on the Nasdaq Global Select Market under the symbol “SBLK”. Star Bulk operates a fleet of 128 vessels, with an aggregate capacity of 14.1 million dwt, consisting of 17 Newcastlemax, 22 Capesize, 2 Mini Capesize, 7 Post Panamax, 41 Kamsarmax, 2 Panamax, 20 Ultramax and 17 Supramax vessels with carrying capacities between 52,425 dwt and 209,529 dwt.

Forward-Looking Statements

Matters discussed in this press release may constitute forward looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “projects,” “likely,” “would,” “could,” “should,” “may,” “forecasts,” “potential,” “continue,” “possible” and similar expressions or phrases may identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, examination by our management of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors, other 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; the strength of world economies; the stability of Europe and the Euro; fluctuations in currencies, interest rates and foreign exchange rates, and the impact of the discontinuance of the London Interbank Offered Rate for US Dollars, or LIBOR, after June 30, 2023 on any of our debt referencing LIBOR in the interest rate; business disruptions due to natural disasters or other disasters outside our control, such as the ongoing global outbreak of the novel coronavirus (“COVID-19”); 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; changes in supply and demand in the dry bulk shipping industry, including the market for our vessels and the number of newbuildings under construction; the 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; changes in our operating expenses, including bunker prices, dry docking, crewing

  and insurance costs; changes in governmental rules and regulations or actions taken by regulatory authorities; potential liability from pending or future litigation and potential costs due to environmental damage and vessel collisions; the impact of
  increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our Environmental, Social and Governance practices; general domestic and international political conditions or events,
  including “trade wars” and the recent conflicts between Russia and Ukraine; 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; potential physical disruption of shipping routes due to accidents, climate-related \(acute and chronic\), political events, public health threats, international hostilities and instability, piracy or acts by terrorists; the availability of
  financing and refinancing; the failure of our contract counterparties to meet their obligations; our ability to meet requirements for additional capital and financing to  grow our business; the impact of our indebtedness and the compliance with the
  covenants included in our debt agreements; vessel breakdowns and instances of off‐hire; potential exposure or loss from investment in derivative instruments; potential conflicts of interest involving our Chief Executive Officer, his family and other
  members of our senior management and our ability to complete acquisition transactions as and when planned. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.
  The information set forth herein speaks only as of the date hereof, and the Company disclaims any intention or obligation to update any forward‐looking statements as a result of developments occurring after the date of this communication.

Contacts

Company:

Simos Spyrou, Christos Begleris

Co ‐ Chief Financial Officers

Star Bulk Carriers Corp.

c/o Star Bulk Management Inc.

40 Ag. Konstantinou Av.

Maroussi 15124

Athens, Greece

Email: [email protected]

www.starbulk.com

Investor Relations / Financial Media:

Nicolas Bornozis

President

Capital Link, Inc.

230 Park Avenue, Suite 1536

New York, NY 10169

Tel. (212) 661‐7566

E‐mail: [email protected]

www.capitallink.com