UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF
1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from _____________ to ______________
Commission file number 001-33869
STAR BULK CARRIERS CORP.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Republic of the Marshall Islands
(Jurisdiction of incorporation or organization)
c/o Star Bulk Management Inc., 40 Agiou Konstantinou Str., Maroussi 15124, Athens, Greece
(Address of principal executive offices)
Petros Pappas, 011 30 210 617 8400, mgt@starbulk.com,
c/o Star Bulk Management Inc., 40 Agiou Konstantinou Str.
Maroussi 15124, Athens, Greece
(Name, telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Common Shares, par value $0.01 per share
Trading Symbol(s)
SBLK
Name of exchange on which registered
Nasdaq Global Select Market
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
As of December 31, 2021, there were 102,294,758 common shares issued and outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES ☐ NO ☒
If this report is an annual report or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
YES ☐ NO ☒
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from
their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition
of “large accelerated filer, "accelerated filer,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
YES ☒ NO ☐
Large accelerated Filer ☒
Accelerated Filer ☐
Non- accelerated Filer ☐
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☒
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
☒
International Financial Reporting Standards as issued by the
International Accounting Standards Board
☐
Other ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
ITEM 17 ☐ ITEM 18 ☐
YES ☐ NO ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
FORWARD-LOOKING STATEMENTS
Star Bulk Carriers Corp. and its wholly owned subsidiaries (the “Company”) desire to take advantage of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and are including this cautionary statement in connection with this safe harbor legislation. 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.
This document includes “forward-looking statements,” as defined by U.S. federal securities laws, 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,” “should,” “may,” “forecasts,” “potential,” “continue,” “possible” 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:
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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 and other disasters or otherwise, such as the ongoing novel coronavirus (“COVID-19”) pandemic;
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;
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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 ("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;
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;
potential cyber-attacks which may disrupt our business operations;
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;
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;
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;
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;
our ability to complete acquisition transactions as and when planned and upon the expected terms;
the impact of port or canal congestion or disruptions; and
other important factors described in “Item 3. Key Information—D. Risk Factors” in this annual report.
We have based these statements on assumptions and analyses formed by applying our experience and perception of historical trends, current conditions, expected
future developments and other factors we believe are appropriate in the circumstances. All future written and verbal forward-looking statements attributable to us or any
person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation, and
specifically decline any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this annual report might not occur.
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See the section entitled “Item 3. Key Information—D. Risk Factors” of this annual report on Form 20-F for the year ended December 31, 2021 for a more
complete discussion of these risks and uncertainties and for other risks and uncertainties. These factors and the other risk factors described in this annual report are not
necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements.
Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be
realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned
not to place undue reliance on such forward-looking statements.
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TABLE OF CONTENTS
PART I.
Item 1.
Item 2.
Item 3.
Item 4.
Item 4A.
Item 5.
Item 6.
Item 7.
Item 8.
Item 9.
Item 10.
Item 11.
Item 12.
PART II.
Identity of Directors, Senior Management and Advisers
Offer Statistics and Expected Timetable
Key Information
Information on the Company
Unresolved Staff Comments
Operating and Financial Review and Prospects
Directors, Senior Management and Employees
Major Shareholders and Related Party Transactions
Financial Information
The Offer and Listing
Additional Information
Quantitative and Qualitative Disclosures about Market Risk
Description of Securities Other than Equity Securities
Defaults, Dividend Arrearages and Delinquencies
Item 13.
Material Modifications to the Rights of Security Holders and Use of Proceeds
Item 14.
Controls and Procedures
Item 15.
Audit Committee Financial Expert
Item 16A.
Code of Ethics
Item 16B.
Principal Accountant Fees and Services
Item 16C.
Exemptions from the Listing Standards for Audit Committees
Item 16D.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Item 16E.
Change in Registrants Certifying Accountant
Item 16F.
Item 16G.
Corporate Governance
Item 16H. Mine Safety Disclosure
PART III.
Item 17.
Item 18.
Item 19.
Financial Statements
Financial Statements
Exhibits
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PART I.
Item 1.
Identity of Directors, Senior Management and Advisers
Not Applicable.
Item 2.
Offer Statistics and Expected Timetable
Not Applicable.
Item 3.
Key Information
Throughout this annual report, the terms “Company,” “Star Bulk,” “we,” “us” and “our” all refer to Star Bulk Carriers Corp. and its wholly owned subsidiaries.
We use the term deadweight ton (“dwt”) in describing the size of vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the
maximum weight of cargo and supplies that a vessel can carry. We own and operate dry bulk vessels of seven sizes:
1. Newcastlemax, which are vessels with carrying capacities of between 200,000 dwt and 210,000 dwt;
2. Capesize, which are vessels with carrying capacities of between 100,000 dwt and 200,000 dwt;
3. Post Panamax, which are vessels with carrying capacities of between 90,000 dwt and 100,000 dwt;
4. Kamsarmax, which are vessels with carrying capacities of between 80,000 dwt and 90,000 dwt;
5. Panamax, which are vessels with carrying capacities of between 65,000 and 80,000 dwt;
6. Ultramax, which are vessels with carrying capacities of between 60,000 and 65,000 dwt; and
7. Supramax, which are vessels with carrying capacities of between 50,000 and 60,000 dwt.
Unless otherwise indicated, all references to “Dollars” and “$” in this annual report are to U.S. Dollars and all references to “Euro” and “€” in this annual report
are to Euros.
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 maintain offices in Athens, Oslo, New York, Limassol, Singapore and Germany. Our common shares trade on the Nasdaq Global Select Market under the symbol
“SBLK.” We have a fleet of 128 vessels, with an aggregate capacity of 14.1 million dwt, consisting of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax,
Ultramax and Supramax vessels with carrying capacities between 52,425 dwt and 209,529 dwt.
Oaktree
Oaktree Capital Management, L.P., together with its affiliates (“Oaktree”) is our largest shareholder. Oaktree is a leader among global investment managers
specializing in alternative investments, with $ 166 billion in assets under management as of December 2021. The firm emphasizes an opportunistic, value-oriented and
risk-controlled approach to investments in distressed debt, corporate debt (including high yield debt and senior loans), control investing, convertible securities, real estate
and listed equities. Headquartered in Los Angeles, the firm has over 1000 employees and offices in 19 cities worldwide. See “Item 7. Major Shareholders and Related
Party Transactions” for a discussion on the various limitations on the transfer and voting of our common shares by Oaktree.
A. [Reserved]
B. Capitalization and Indebtedness
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Not Applicable.
C. Reasons for the Offer and Use of Proceeds
Not Applicable.
D. Risk factors
The following risks relate principally to the industry in which we operate and our business in general. Other risks relate principally to the securities market and
ownership of our common shares. The occurrence of any of the events described in this section could significantly and negatively affect our business, financial condition,
operating results or the trading price of our common shares.
Risks Related to Our Industry
Charter rates for dry bulk vessels are volatile and may decrease in the future, which may adversely affect our earnings and our ability to comply with our loan
covenants.
The dry bulk shipping industry continues to be cyclical with high volatility in charter rates and profitability among the various types of dry bulk vessels. In 2021,
charter rates for dry bulk vessels increased significantly from lower levels that prevailed during previous years. The Baltic Dry Index, or the “BDI”, an index published
by The Baltic Exchange of shipping rates for key dry bulk routes, declined in 2020, principally as a result of the global economic slowdown caused by the COVID-19
pandemic. However, strong global growth and increased infrastructure spending has led to a rise in demand for commodities, which combined with a historically low
orderbook and port delays and congestion, resulted in an increase in BDI in 2021. See “Item 4. Information on the Company- Business Overview - The International Dry
Bulk Shipping Industry” for further details.
Charter rate fluctuations result from changes in the supply of and demand for vessel capacity and major commodities carried on water internationally. Because
most factors affecting the supply of and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in charter
rates are also unpredictable. Since we charter our vessels principally in the spot market, we are exposed to the spot market’s cyclicality and volatility. Factors that
influence the demand for dry bulk vessel capacity include: supply of and demand for energy resources, commodities, and semi-finished consumer and industrial products
and the location of consumption versus the location of their regional and global exploration, production or manufacturing facilities; the globalization of production and
manufacturing; global and regional economic and political conditions and developments, including armed conflicts and terrorist activities; natural disasters and weather;
pandemics, such as the COVID-19 pandemic; embargoes and strikes; disruptions and developments in international trade, including trade disputes or the imposition of
tariffs on various commodities or finished goods; changes in seaborne and other transportation patterns, including the distance cargo is transported by sea; environmental
and other legal regulatory developments; and currency exchange rates. Factors that influence the supply of dry bulk vessel capacity include: the number of newbuilding
orders and deliveries including slippage in deliveries; number of shipyards and ability of shipyards to deliver vessels; port and canal congestion; speed of vessel
operation; vessel casualties; the degree of recycling of older vessels, depending, among other things, on recycling rates and international recycling regulations; number of
vessels that are out of service, namely those that are laid-up, dry docked, awaiting repairs or otherwise not available for hire; availability of financing for new vessels and
shipping activity; changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of
tonnage; and changes in environmental and other regulations that may limit the useful lives of vessels. In addition to the prevailing and anticipated freight rates, factors
that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other
operating costs, costs associated with classification society surveys, normal maintenance costs, insurance coverage costs, the efficiency and age profile of the existing dry
bulk fleet in the market, and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations.
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As described above, many of the factors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to
correctly assess the nature, timing and degree of changes in industry conditions. If we are required to charter our vessels at a time when demand and charter rates are very
low, we may not be able to secure employment for our vessels at all, or we may have to accept reduced and potentially unprofitable rates. If we are unable to secure
profitable employment for our vessels, we may decide to lay-up some or all unemployed vessels until such time that charter rates become attractive again. During the lay-
up period, we will continue to incur some expenditures, such as insurance and maintenance costs, for each such vessel. Additionally, before exiting lay-up, we will have
to pay reactivation costs for any such vessel to regain its operational condition. As a result, adverse economic, political, social or other developments could have a
material adverse effect on our business, results of operations and cash flows, ability to pay dividends and compliance with covenants in our credit facilities.
Our financial results and operations may be adversely affected by the ongoing COVID-19 pandemic, and related governmental responses thereto.
Since the beginning of calendar year 2020, the COVID-19 pandemic has resulted in numerous actions taken by governments and governmental agencies in an
attempt to mitigate the spread or any resurgence of the virus, including travel bans, quarantines, and other emergency public health measures such as lockdown measures.
These measures resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets. While many of these measures have
since been relaxed, we cannot predict whether and to what degree such measures will be reinstituted in the event of any resurgence in the COVID-19 virus or any variants
thereof. The COVID-19 pandemic and measures to contain its spread have negatively impacted regional and global economies and trade patterns in markets in which we
operate, the way we operate our business, and the businesses of our charterers and suppliers. These negative impacts could continue or worsen, even after the pandemic
itself diminishes or ends. Companies, including us, have also taken precautions, such as requiring employees to work remotely and imposing travel restrictions, while
some other businesses have been required to close entirely. Moreover, we face significant risks to our personnel and operations due to COVID-19. Our crews face risk of
exposure to COVID-19 as a result of travel to ports where COVID-19 cases have been reported. Our shore-based personnel likewise face risk of such exposure, as we
maintain offices in areas impacted by the spread of COVID-19.
Measures against COVID-19 in a number of countries have restricted crew rotations on our vessels, which may continue or become more severe. As a result, in
2020 and 2021, we experienced and may continue to experience disruptions to our normal vessel operations caused by increased deviation time associated with
positioning our vessels to countries in which we can undertake a crew rotation in compliance with such measures. Delays in crew rotations have led to issues with crew
fatigue and may continue to do so, which may result in delays or other operational issues. We have had and may continue to have increased expenses due to incremental
fuel consumption and days in which our vessels are unable to earn revenue in order to deviate to certain ports on which we would ordinarily not call during a typical
voyage. We may also incur additional expenses associated with testing, personal protective equipment, quarantines, and travel expenses such as airfare costs in order to
perform crew rotations in the current environment. In 2020 and 2021, delays in crew rotations have also caused us to incur additional costs related to crew bonuses paid
to retain the existing crew members on board and may continue to do so. Moreover, COVID-19 and governmental and other measures related to it have led to a highly
difficult environment in which to acquire and dispose of vessels. The ability and willingness to consummate vessel transactions has been limited as a result of general
economic conditions, the availability of financing, and their ability to inspect vessels. The impact of COVID-19 has also resulted in periodic reduction of industrial
activity globally with temporary closures of factories and other facilities, labor shortages and restrictions on travel on a regional basis, depending on the spread of
COVID-19 in each particular geography. We believe these disruptions along with other seasonal factors, including lower demand for some of the cargoes we carry such as
iron ore and coal, contributed to lower dry bulk rates in 2020. This and future epidemics may affect personnel operating payment systems through which we receive
revenues from the chartering of our vessels or pay for our expenses, resulting in delays in payments. We continue to focus on our employees’ well-being, whilst making
sure that their operations continue undisrupted and at the same time, adapting to the new ways of operating. As such employees are encouraged and in certain cases
required to operate remotely which significantly increases the risk of cyber security attacks.
The occurrence or recurrence of any of the foregoing events or other epidemics or an increase in the severity or duration of the COVID-19 or other epidemics
could have a material adverse effect on our business, results of operations, cash flows, financial condition, value of our vessels, and ability to pay dividends.
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Global economic conditions may continue to negatively impact the dry bulk shipping industry.
The world economy is currently facing a number of ongoing challenges as a result of the economic impact of and global response to the COVID-19 pandemic, as
well as recent turmoil and hostilities in various regions, including Syria, Iraq, North Korea, Venezuela, North Africa and Ukraine. The weakness in the global economy
has caused, and may continue to cause, a decrease in worldwide demand for certain goods and, thus, shipping.
Beginning in February of 2022, President Biden and several European leaders announced various economic sanctions against Russia in connection with the
aforementioned conflicts in the Ukraine region, which may adversely impact our business. Our business could also be adversely impacted by trade tariffs, trade
embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a
result of terrorist attacks, hostilities or diplomatic or political pressures. On March 8, 2022, President Biden issued an executive order prohibiting the import of certain
Russian energy products into the United States, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal. Additionally, the executive order
prohibits any investments in the Russian energy sector by US persons, among other restrictions. Our vessels Star Pavlina, Star Helena and Star Laura are currently
berthed in three different ports of Ukraine, evacuated from crew who have safely exited Ukraine. 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. The Company has deployed security personnel to board the vessels for protection until such time that other crew may board
again and have the vessels sail away to safer seas. In addition to standard industry vessel risk insurance, war risk insurance is in place for all three vessels and 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 and
War loss of Hire for 180 days. The Company believes that the vessels remain on hire and hire continues payable under the relevant charter party clauses.
The U.K. formally exited the EU on January 31, 2020 (informally known as “Brexit). On December 24, 2020, the U.K. and EU entered into a trade and
cooperation agreement (the “Trade and Cooperation Agreement”), which was entered into force on May 1, 2021 following ratification by the EU. Brexit has led to
ongoing political and economic uncertainty and periods of increased volatility in both the U.K. and in wider European markets for some time. Brexit’s long-term effects
will depend on the effects of the implementation and application of the Trade and Cooperation Agreement and any other relevant agreements between the U.K. and EU.
Brexit has also given rise to calls of other EU member states’ governments to consider withdrawal. These developments and uncertainties, or the perception that they may
occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly
reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Additionally, Brexit or similar events in other
jurisdictions, could impact global markets, including foreign exchange and securities markets. The foregoing factors could depress economic activity and restrict our
access to capital, causing a material adverse effect on our business and on our consolidated financial position, results of operations and our ability to pay distributions.
The U.S. government has recently made statements and taken certain actions that may lead to potential changes to U.S. and international trade policies, including
recently-imposed tariffs affecting certain Chinese industries. It is unknown whether and to what extent new tariffs (or other new laws or regulations) will be adopted, or
the effect that any such actions would have on us or our industry. If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are
renegotiated or, in particular, if the U.S. government takes retaliatory trade actions due to the recent U.S.-China trade tension, such changes could have an adverse effect
on our business, financial condition, and results of operations.
Economic slowdown in the Asia Pacific region, particularly in China, may have a materially adverse effect on us, as we anticipate a significant number of the
port calls made by our vessels will continue to involve the loading or discharging of dry bulk commodities in ports in the Asia Pacific region. We conduct a substantial
portion of our business in China or with Chinese counter parties. Changes in the economic conditions of China, and policies adopted by the government to regulate its
economy, including with regards to tax matters and environmental concerns (such as achieving carbon neutrality), and their implementation by local authorities could
affect our vessels that are either chartered to Chinese customers or that call to Chinese ports, our vessels that undergo dry docking at Chinese shipyards and the financial
institutions with whom we have entered into financing agreements, and could have a material adverse effect on our business, results of operations and financial condition.
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While global economic conditions have generally improved, relatively weak global economic conditions have had and may continue to have a number of
adverse consequences for dry bulk and other shipping sectors, including, among other things; low charter rates, particularly for vessels employed on short-term time
charters or in the spot market; decreases in the market value of dry bulk vessels and limited secondhand market for the sale of vessels; limited financing for vessels;
widespread loan covenant defaults; and declaration of bankruptcy by certain vessel operators, vessel owners, shipyards and charterers. The occurrence of one or more of
these events could have a material adverse effect on our business, results of operations, cash flows and financial condition.
A decline in the market values of our vessels could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit
facilities, result in impairment charges or losses on sale.
The fair market values of dry bulk vessels have generally experienced high volatility. The fair market value of our vessels depends on a number of factors,
including: prevailing level of charter rates, general economic and market conditions affecting the shipping industry, types, sizes and ages of vessels, supply of and
demand for vessels, other modes of transportation, distressed asset sales, including newbuilding contract sales below acquisition costs due to lack of financing, cost of
newbuildings, governmental or other regulations, the need to upgrade vessels as a result of charterer requirements, technological advances in vessel design or equipment
or otherwise, changes in environmental and other regulations that may limit the useful life of vessels, technological advances; and competition from other shipping
companies and other modes of transportation. If the fair market value of our vessels declines, we might not be in compliance with various covenants in our ship financing
facilities, some of which require the maintenance of a certain percentage of fair market value of the vessels securing the facility to the principal outstanding amount of the
loans under the facility or a maximum ratio of total liabilities to market value adjusted total assets or a minimum market value adjusted net worth. In addition, if the fair
market value of our vessels declines, our access to additional funds may be affected or we may need to record impairment charges in our consolidated financial statements
or incur loss on sale of vessels which can adversely affect our financial results. Conversely, if vessel values are elevated at a time when we wish to acquire additional
vessels, the cost of such acquisitions may increase and this could adversely affect our business, results of operations, cash flow and financial condition.
We are subject to complex laws and regulations, including environmental regulations, international safety regulations and vessel requirements imposed by
classification societies that can adversely affect the cost, manner or feasibility of doing business.
Our operations are subject to numerous international, national, state and local laws, regulations, treaties and conventions in force in international waters and the
jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels. See “Information on the Company –
Business Overview - Environmental and Other Regulations in the Shipping Industry” for further details. Compliance with such requirements may require vessels to be
altered, costly equipment to be installed (such as ballast water treatment systems or “BWTS”) or operational changes to be implemented and may decrease the resale
value or reduce the useful lives of our vessels or require us to obtain certain permits or authorizations prior to commencing operations. Such compliance costs could have
a material adverse effect on our business, financial condition and results of operations. If any vessel does not comply (i.e. fails to maintain its class or fails any annual,
intermediate or special survey) the vessel will be unable to trade between ports and will be unemployable and uninsurable until such failures are remedied, which could
negatively impact our results of operations and financial condition. In addition, given frequent regulatory changes, we cannot predict their effect on our ability to do
business, the cost of complying with them, or their impact on vessels’ useful lives or resale value. Our failure to comply with any such conventions, laws, or regulations
could cause us to incur substantial liability.
Increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our ESG practices may impose
additional costs on us or expose us to additional risks.
Companies across all industries are facing increasing scrutiny relating to their ESG policies from investor advocacy groups, certain institutional investors,
lenders, charterers and other market participants (collectively, the
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“Market Participants”), who, in recent years, have focused on the implications and social cost of their investments. Such increased attention and activism related to ESG
and similar matters (such as climate change) may hinder access to capital, as the Market Participants may decide to reallocate capital or to not commit capital as a result
of their assessment of a company’s ESG practices, and may also affect the commercial tradability of our vessels should our vessels not comply with charterers’ ESG
requirements. For example, due to such increasing pressures from the Market Participants to prioritize sustainable energy practices, reduce our carbon footprint, and
promote sustainability, we may be required to implement more stringent ESG procedures or standards so that our existing and future Market Participants remain invested
in us, make further investments in us and continue chartering our vessels. However, if we do not adapt to or comply with such evolving expectations and standards, or are
perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from
reputational damage and our business, financial condition, and/or stock price could be materially and adversely affected. Furthermore, certain Market Participants in the
equity and debt capital markets may exclude transportation companies, such as us, from their investing portfolios altogether due to ESG factors, which may affect our
ability to grow, as our plans for growth may include accessing the foregoing markets. If those markets are unavailable, or if we are unable to access alternative means of
financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and
results of operations and impair our ability to service our indebtedness. Overall, it is likely that we will incur additional costs and require additional resources to monitor,
report and comply with wide ranging ESG requirements. The occurrence of any of the foregoing could have a material adverse effect on our business and financial
condition. Please See “Item 4. Information on the Company—B. Business Overview—Our ESG Performance” for additional information with respect to our ongoing
ESG efforts.
Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and cause disruption of our business.
International shipping is subject to security and customs inspection and related procedures in countries of origin, destination and trans-shipment points. Under
the U.S. Maritime Transportation Security Act of 2002 (the “MTSA”), the United States Coast Guard (“USCG”) issued regulations requiring the implementation of
certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities. These security
procedures can result in the seizure of contents of our vessels, delays in the loading, offloading, trans-shipment or delivery and the levying of customs duties, fines or
other penalties against us. Changes to inspection procedures could impose additional financial and legal obligations on us, could also impose additional costs and
obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. These additional costs could reduce the
volume of goods shipped, resulting in a decreased demand for vessels and have a negative effect on our business, financial condition, cash flows, results of operations and
our ability to pay dividends.
The operation of dry bulk carriers entails certain operational risks that could affect our earnings and cash flow.
The international shipping industry faces inherent risks involving global operations. Our vessels and their cargoes risk damage or loss as a result of events
including, but not limited to, marine disasters, bad weather, mechanical failures, human error, environmental accidents, war, terrorism, piracy and other circumstances or
events. In addition, transporting cargoes across a wide variety of international jurisdictions creates a risk of business interruptions due to political circumstances in foreign
countries, hostilities, labor strikes and boycotts, the potential for changes in tax rates or policies, and the potential for government expropriation of our vessels. Any of
these events may result in loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our
charters. Furthermore, the operation of dry bulk carriers has certain unique risks as: (i) dry bulk cargo itself and its interaction with the vessel can be an operational risk,
(ii) dry bulk cargoes are often heavy, dense and easily shifted and react badly to water exposure, and (iii) dry bulk carriers are often subjected to battering treatment
during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold) and small bulldozers, causing damage to the vessel. Vessels damaged due
to treatment during unloading procedures may be more susceptible to breach at sea. Hull breaches in dry bulk carriers may lead to the flooding of the vessels’ holds. If
flooding occurs in the forward holds, the bulk cargo may become so waterlogged that the bulkhead may buckle under the resulting pressure, leading to loss of a vessel. If
we are unable to adequately maintain our vessels, we may be unable to prevent these events. If our vessels suffer damage, they may need to be repaired at a drydocking
facility for substantial and unpredictable costs that may not be fully covered by insurance. Space at drydocking facilities is sometimes limited, and not all drydocking
facilities are conveniently located. The total loss or damage of any of our vessels or cargoes could harm our reputation as a safe and reliable vessel owner and operator.
Any of these circumstances or events may have a material adverse effect on our business, results of operations, cash flows and financial condition.
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If our vessels call on ports or territories located in countries that are subject to restrictions, sanctions, or embargoes imposed by the United States government,
the EU, the UN, or other governments, it could lead to monetary fines or other penalties and adversely affect our reputation and the price for our common
shares.
Although we do not expect our vessels to call on ports located in countries or territories subject to country or territory-wide sanctions or embargoes imposed by
the United States, European Union, United Nations, or other governments and authorities, in violation of applicable laws, it is possible that, without our consent, our
vessels may call on ports located in such countries or territories in the future in violation of applicable law. The applicable sanctions and embargo laws and regulations
vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may
be amended or expanded over time.
We endeavor to take precautions to ensure that our customers are prohibited from entering any countries or conducting any trade which will breach U.S.
government, EU, UN or any applicable sanctions regulation However, on such customers’ instructions, and without our consent, there is a risk that our vessels may call
on ports in countries or territories that violate such sanctions or embargoes. Any violation of sanctions or embargo laws and regulations could result in fines or other
penalties and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. Additionally, some investors may decide to divest
their interest, or not to invest, in us simply because our vessels called a sanctionable area, even if that call would not breach any applicable sanctions regulation, or we do
business with companies that do business in sanctioned countries. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result
of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. War, terrorism, civil unrest and governmental actions in
these and surrounding countries may adversely affect investor perception of the value of our common stock.
Fuel, or bunker, prices and marine fuel availability may adversely affect our profits.
Since we expect to primarily employ our vessels in the spot market, we expect that vessel fuel, known as bunkers, will be one of the largest single expense items
in our shipping operations for our vessels. Changes in fuel prices may adversely affect our profitability. The price and supply of fuel are unpredictable and fluctuate based
on events outside our control, including geopolitical developments (such as the ongoing military conflict between Russia and Ukraine), supply and demand for oil and
gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regions, regional
production patterns and environmental concerns. Further, fuel may become much more expensive in the future, which may reduce our profitability and competitiveness of
our business versus other forms of transportation, such as truck or rail. Lastly, if sulfur emissions regulations are relaxed in the future, or if the cost differential between
low sulfur fuel and high sulfur fuel is lower than anticipated, we may not realize the economic benefits or recover the cost of the Scrubber Retrofitting Program, as further
defined below under “Item 4. Information on the Company - B. Business Overview – Our Fleet.” As a result, we may experience a material, adverse effect on our
financial condition and results of operations due to any of the foregoing changes.
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
Our vessels may call in ports where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the
extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may
face governmental or other regulatory claims or restrictions which could have an adverse effect on our reputation, business, financial condition, results of operations and
cash flows.
Maritime claimants could arrest one or more of our vessels, which could interrupt our cash flow.
Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied
debts, claims or damages. In many jurisdictions, a claimant may seek to obtain security for its claim by arresting a vessel through foreclosure proceedings. The arrest or
attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of money to have the arrest or attachment lifted. In addition, in
some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel which is subject to the claimant’s maritime lien
and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could attempt to assert “sister ship” liability against one vessel in our
fleet for claims relating to another of our vessels.
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Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings.
A government could requisition one or more of our vessels for title or for hire. Requisition for title occurs when a government takes control of a vessel and
becomes its owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes its charterer at dictated charter rates. Generally,
requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances. Although we would be entitled to
compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of
our vessels may negatively impact our revenues.
Failure to comply with the U.S. Foreign Corrupt Practices Act (the “FCPA”) and other anti-corruption laws could result in fines, criminal penalties, charter
terminations and an adverse effect on our business.
We may operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing
business in accordance with applicable anti-corruption laws, including the FCPA. We are subject, however, to the risk that we, our affiliated entities or respective officers,
directors, employees and agents may take actions determined to be in violation of such anti-corruption laws. Any such violation could result in substantial fines,
sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial
condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or
alleged violations is expensive and time- and attention-consuming for our senior management.
Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could have an adverse
impact on our results of operations.
We generate all of our revenues in U.S. dollars, and the majority of our expenses are denominated in U.S. dollars. However, a portion of our ship operating and
administrative expenses are denominated in currencies other than U.S. dollars. If our expenditures on such costs and fees were significant, and the U.S. dollar were weak
against such currencies, our business, results of operations, cash flows, financial condition and ability to pay dividends could be adversely affected.
Our operating results are subject to seasonal fluctuations.
We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter rates. This seasonality may result in
volatility in our operating results to the extent that we enter into new charter agreements or renew existing agreements during a time when charter rates are weaker or we
operate our vessels on the spot market or index based time charters, which may result in quarter-to-quarter volatility in our operating results. The dry bulk sector is
typically stronger during the second half of the year in anticipation of increased consumption of coal and other raw materials in the northern hemisphere. In addition,
unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. Since we charter our vessels principally in the spot
market, our revenues from our dry bulk carriers may be weaker during the fiscal quarters ended March 31 and June 30, and stronger during the fiscal quarters ended
September 30 and December 31.
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Risks Related to Our Company
We may face liquidity issues if conditions in the dry bulk market worsen for a prolonged period and failure to comply with the terms of our debt agreements
could adversely affect our business
If the dry bulk shipping market declines over a prolonged period of time, we may have insufficient liquidity to fund ongoing operations or satisfy our obligations
under our credit facilities, which may lead to a default under one or more of our credit facilities. In addition, our outstanding debt agreements impose on us certain
operating and financial restrictions and require us or our subsidiaries to maintain various financial ratios. See “Item 5 Operating and Financial Review and Prospects -
Liquidity and Capital Resources - Senior Secured Credit Facilities - Credit Facility Covenants” for further details. Therefore, we may need to seek permission from our
lenders in order to engage in certain corporate actions, which permission we may be unable to obtain. This may prevent us from taking actions that are in our best interest
and from executing our business strategy and may limit our ability to pay dividends and finance our future operations. Further, a breach of any of the covenants in, or our
inability to maintain the required financial ratios under, our debt agreements could result in a default thereunder. If a default occurs under our credit facilities, the lenders
could elect to declare the outstanding debt, together with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that
debt, which could constitute all or substantially all of our assets (considering the cross default provisions included in our debt agreements), which would have a material
adverse effect on our business, results of operations and financial condition.
Volatility in the London Interbank Offered Rate (“LIBOR”), the cessation of LIBOR and replacement of our interest rate in our debt agreements could affect
our earnings and cash flow.
Our indebtedness accrues interest based on LIBOR, which has been historically volatile. The publication of U.S. Dollar LIBOR for the one-week and two-month
U.S. Dollar LIBOR tenors ceased on December 31, 2021, and the ICE Benchmark Administration (“IBA”), the administrator of LIBOR, with the support of the United
States Federal Reserve and the United Kingdom’s Financial Conduct Authority, announced the publication of all other U.S. Dollar LIBOR tenors will cease on June 30,
2023. The United States Federal Reserve concurrently issued a statement advising banks to cease issuing U.S. Dollar LIBOR instruments after 2021. As such, any new
debt agreements we enter into will not use LIBOR as an interest rate, and we will need to transition our existing loan agreements from U.S. Dollar LIBOR to an
alternative reference rate prior to June 2023. In response to the anticipated discontinuation of LIBOR, working groups are converging on alternative reference rates. The
Alternative Reference Rate Committee, a committee convened by the Federal Reserve that includes major market participants, has proposed an alternative rate to replace
U.S. Dollar LIBOR: the Secured Overnight Financing Rate, or “SOFR.” At this time, it is not possible to predict how markets will respond to SOFR or other alternative
reference rates. The impact of such a transition from LIBOR to SOFR or another alternative reference rate could be significant for us. In order to manage our exposure to
interest rate fluctuations under LIBOR, SOFR or any other alternative rate, we have and may from time to time use interest rate derivatives to effectively fix some of our
floating rate debt obligations. No assurance can however be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate
movements. The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest rate
derivatives may require us to post cash as collateral, which may impact our free cash position. Interest rate derivatives may also be impacted by the transition from
LIBOR to SOFR.
We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business.
The safety and security of our vessels and efficient operation of our business, including processing, transmitting and storing electronic and financial information,
depends on computer hardware and software systems, which are increasingly vulnerable to security breaches and other disruptions. Our vessels rely on information
systems for a significant part of their operations, including navigation, provision of services, propulsion, machinery management, power control, communications and
cargo management. We have in place safety and security measures on our vessels and onshore operations to secure our vessels against cyber-security attacks and any
disruption to their information systems. However, these measures and technology may not adequately prevent security breaches despite our continuous efforts to upgrade
and address the latest known threats, which are constantly evolving and have become increasing sophisticated. If these threats are not recognized or detected until they
have been launched, we may be unable to anticipate these threats and may not become aware in a timely manner of such a security breach, which could
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exacerbate any damage we experience. A disruption to the information system of any of our vessels could lead to, among other things, incorrect routing, collision,
grounding and propulsion failure. Beyond our vessels, we rely on industry accepted security measures and technology to securely maintain confidential and proprietary
information maintained on our information systems. However, these measures and technology may not adequately prevent security breaches. In addition, the foregoing
events could result in violations of applicable privacy and other laws. If confidential information is inappropriately accessed and used by a third party or an employee for
illegal purposes, we may be responsible to the affected individuals for any losses they may have incurred as a result of misappropriation. In such an instance, we may also
be subject to regulatory action, investigation or liable to a governmental authority for fines or penalties associated with a lapse in the integrity and security of our
information systems.
We may be required to expend significant capital and other resources to protect against and remedy any potential or existing security breaches and their
consequences. A cyber-attack could also lead to litigation, fines, other remedial action, heightened regulatory scrutiny and diminished customer confidence. In addition,
our remediation efforts may not be successful, and we may not have adequate insurance to cover these losses. The unavailability of the information systems or the failure
of these systems to perform as anticipated for any reason could disrupt our business and could have a material adverse effect on our business, results of operations, cash
flows and financial condition. Moreover, cyber-attacks against the Ukrainian government and other countries in the region have been reported in connection with the
recent conflicts between Russia and Ukraine. To the extent such attacks have collateral effects on global critical infrastructure or financial institutions or us, such
developments could adversely affect our business, operating results and financial condition. At this time, it is difficult to assess the likelihood of such threat and any
potential impact at this time.
We are subject to certain risks with respect to our counterparties on contracts.
We have entered into, and may enter in the future into, various contracts, including charter parties and contracts of affreightment with our customers,
newbuilding contracts with shipyards, credit facilities with our lenders and operating leases as charterers. These agreements subject us to counterparty risks. The ability of
each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among
other things, general economic conditions, the condition of the maritime industry, the overall financial condition of the counterparty, charter rates received for specific
types of vessels, and various expenses. Should our counterparties fail to honor their obligations under agreements with us, we could sustain significant losses, which
could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In November of 2019, we established a new dividend policy, which was updated in May 2021, but we may be unable to pay dividends in the future.
Under the terms of a number of our outstanding financing arrangements, we are subject to various restrictions on our ability to pay dividends. Our financing
arrangements prevent us from paying dividends if an event of default exists under our credit facilities or if certain financial ratios are not met. See “Item 5 Operating and
Financial Review and Prospects - Liquidity and Capital Resources - Senior Secured Credit Facilities - Credit Facility Covenants” for further details. In general, when
dividends are paid, they are distributed from our operating surplus, in amounts that allow us to retain a portion of our cash flows to fund vessel or fleet acquisitions and
for debt repayment and other corporate purposes, as determined by our management and board of directors (“Board of Directors”). In addition, the declaration and
payment of dividends will be subject at all times to the discretion of our Board of Directors. The timing and amount of dividends will depend on our earnings, financial
condition, cash requirements and availability, fleet renewal and expansion, restrictions in our loan agreements, if any, the provisions of Marshall Islands law affecting the
payment of dividends and other factors. The laws of the Republic of Marshall Islands generally prohibit the payment of dividends other than from surplus (retained
earnings and the excess of consideration received for the sale of shares above the par value of the shares) or while a company is insolvent or would be rendered insolvent
by the payment of such a dividend. We may not have sufficient surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to
make distributions to us. We can give no assurance that dividends will be paid at any level or at all.
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We may not have adequate insurance to compensate us if we lose our vessels or to compensate third parties.
In the event of a casualty to a vessel or other catastrophic event, we rely on our insurance to pay the insured value of the vessel or the damages incurred. Through
our management agreements with our technical managers, we procure insurance for the vessels in our fleet against those risks that we believe the shipping industry
commonly insures against. This insurance includes marine hull and machinery insurance, protection insurance and indemnity insurance, which include pollution risks and
crew insurances, and war risk insurance. Currently, the amount of coverage for liability for pollution, spillage and leakage available to us on commercially reasonable
terms through protection and indemnity associations and providers of excess coverage is $1.0 billion per vessel per occurrence. We may not be adequately insured against
all risks. We may not be able to obtain adequate insurance coverage for our fleet in the future, and we may not be able to obtain certain insurance coverages. The insurers
may not pay particular claims. Our insurance policies may contain deductibles for which we will be responsible and limitations and exclusions which may increase our
costs or lower our revenue. Moreover, insurers may default on claims they are required to pay. In addition, we may be subject to increased premium payments, or calls, in
amounts based on our claim records and the claim records of our fleet managers as well as the claim records of other members of the protection and indemnity
associations (P&I Associations) through which we receive insurance coverage for tort liability, including pollution-related liability. Our payment of these calls and any
significant loss or liability for which we are not insured could have a material adverse effect on our business and financial condition.
We depend upon third party and/or affiliated managers to provide the technical management of our fleet.
We have contracted the technical management of certain portion of our fleet, including crewing, maintenance, and repair services, to third party and/or affiliated
technical management companies. The failure of these technical managers to perform their obligations could materially and adversely affect our business, results of
operations, cash flows, financial condition and ability to pay dividends. Although we may have rights against our third party and/or affiliated managers if they default on
their obligations to us, our shareholders will share that recourse only indirectly to the extent that we recover funds.
The aging of our fleet and our practice of purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire, which could
adversely affect our earnings.
Our current business strategy includes additional growth which may, in addition to the acquisition of newbuilding vessels, include the acquisition of modern
secondhand vessels. While we expect that we would typically inspect secondhand vessels prior to acquisition, this does not provide us with the same knowledge about
their condition that we would have had if these vessels had been built for and operated exclusively by us. Generally, we, as a purchaser of secondhand vessels will not
receive the benefit of warranties from the builders for the secondhand vessels that we acquire. In addition, unforeseen maintenance, repairs, special surveys or dry
docking may be necessary for acquired secondhand vessels, which could also increase our costs and reduce our ability to employ the vessel to generate revenue. In
general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. As our vessels age, they will typically become less fuel-efficient
and more costly to maintain than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel,
making older vessels less desirable to charterers. Governmental regulations and safety or other equipment standards related to the age of vessels may also require
expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of activities in which our vessels may engage. As our vessels age,
market conditions may not justify those expenditures or may not enable us to operate our vessels profitably during the remainder of their useful lives. In addition, if new
dry bulk carriers are built that are more efficient or more flexible or have longer physical lives than our vessels, competition from these more technologically advanced
vessels could adversely affect the amount of charter hire payments we receive for our vessels once their initial charters expire and the resale value of our vessels could
significantly decrease.
We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.
We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, shareholder litigation,
personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims, property casualty claims, employment matters, governmental claims for
taxes or
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duties, and other litigation that arises in the ordinary course of our business. Although we intend to defend these matters vigorously, we cannot predict with
certainty the outcome or effect of any claim or other litigation matter, and the ultimate outcome of any litigation or the potential costs to resolve them may have a material
adverse effect on us. Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent which may have a material adverse effect on our
financial condition.
We may have difficulty managing our planned growth properly.
Historically, we have grown through acquisitions and building newbuilding vessels. One of our strategies is to continue expanding our operations and fleet. Our
future growth will primarily depend upon a number of factors, some of which may not be within our control, including our ability to: identify suitable dry bulk carriers,
including newbuilding slots at shipyards and/or shipping companies for acquisitions at attractive prices; obtain required financing for our existing and new operations;
identify businesses engaged in managing, operating or owning dry bulk carriers for acquisitions or joint ventures; integrate any acquired dry bulk carriers or businesses
successfully with our existing operations, including obtaining any approvals and qualifications necessary to operate vessels that we acquire, hire, train and retain qualified
personnel and crew to manage and operate our growing business and fleet; identify new markets; enhance our customer base; and improve our operating, financial and
accounting systems and controls. Our failure to effectively identify, acquire, develop and integrate any dry bulk carriers or businesses could adversely affect our business,
financial condition and results of operations. The number of employees that perform services for us and our current operating and financial systems may not be adequate
as we implement our plan to expand our fleet size in the dry bulk sector, and we may not be able to effectively hire more employees or adequately improve those systems.
In addition, our growth through acquisitions and investments bears inherent risks including: the possibility that we may not receive a favorable return on our investments
or that we may incur losses therefrom, or the original investment may become impaired; failure to satisfy or set effective strategic objectives; our assumption of known or
unknown liabilities or other unanticipated events or circumstances, the diversion of management’s attention from normal daily operations of the business; difficulties in
integrating the operations, technologies, products and personnel of an acquired company or its assets; difficulties in supporting acquired operations, difficulties or delays
in the transfer of vessels, equipment or personnel; failure to retain key personnel, unexpected capital equipment outlays and related expenses; insufficient revenues to
offset increased expenses associated with acquisitions; under-performance problems with acquired assets or operations, issuance of common shares that could dilute our
current shareholders; recording of goodwill and non-amortizable intangible assets that will be subject to periodic impairment testing and potential impairment charges
against our future earnings; the opportunity cost associated with committing capital in such investments; undisclosed defects, damage, maintenance requirements or
similar matters relating to acquired vessels; and becoming subject to litigation.
We may not be able to address these risks successfully without substantial expense, delay or other operational or financial issues. Any delays or other such
operations or financial issues could adversely impact our business, financial condition and results of operations. We cannot give any assurance that we will be successful
in executing our growth plans, obtain appropriate financings on a timely basis or on terms we deem reasonable or acceptable or that we will not incur significant expenses
and losses in connection with our future growth.
A change in tax laws, treaties or regulations, or their interpretation could result in a significant negative impact on our earnings and cash flows from operations.
We are an international company that conducts business throughout the world. Tax laws and regulations are highly complex and subject to interpretation.
Consequently, a change in tax laws, treaties or regulations, or in the interpretation thereof, or in and between countries in which we operate, could result in a materially
high tax expense or higher effective tax rate on our worldwide earnings, and such change could be significant to our financial results. If any tax authority successfully
challenges our operational structure, intercompany pricing policies or the taxable presence of our key subsidiaries in certain countries, or if the terms of certain income
tax treaties are interpreted in a manner that is adverse to our structure, or if we lose a material tax dispute in any country, our effective tax rate on our worldwide earnings
from our operations could increase substantially and our earnings and cash flows from these operations could be materially adversely affected. We and our subsidiaries
may be subject to taxation in the jurisdictions in which we and our subsidiaries conduct business. Such taxation would result in decreased earnings. Investors are
encouraged to consult their own tax advisors concerning the overall tax consequences of the ownership of our common shares arising in an investor’s particular situation
under U.S. federal, state, local and foreign law.
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The Internal Revenue Service could treat us as a “passive foreign investment company,” (or “PFIC”) which could have adverse U.S. federal income tax
consequences to U.S. shareholders.
As further described under “Item 10. Additional Information – E. Taxation - U.S. Federal Income Taxation of U.S. Holders” we believe that we currently are not
a PFIC, and we do not expect to become a PFIC in the future. However, there is no direct legal authority under the PFIC rules addressing our characterization of income
from our voyage and time chartering activities nor our characterization of contracts for newbuilding vessels, if any. Moreover, the determination of PFIC status for any
year can only be made on an annual basis after the end of such taxable year and will depend on the composition of our income, assets and operations from time to time.
Because of the above described uncertainties, there can be no assurance that the Internal Revenue Service will not challenge the determination made by us concerning our
PFIC status or that we will not be a PFIC for any taxable year. If we were classified as a PFIC for any taxable year during which a U.S. shareholder owns common shares
(regardless of whether we continue to be a PFIC), the U.S. shareholder would be subject to special adverse rules, including taxation at maximum ordinary income rates
plus an interest charge on both gains on sale and certain dividends, unless the U.S. shareholder makes an election to be taxed under an alternative regime. Certain
elections may be available to U.S. shareholders if we were classified as a PFIC.
Risks Related to Our Relationships with Mr. Pappas, Oaktree and Other Parties
Affiliates of Oaktree own a significant portion of our common shares, subject to certain restrictions on voting, acquisitions and dispositions thereof.
As of February 16, 2022, Oaktree and its affiliates beneficially own 26,021,457 common shares, representing approximately 25.4% of our outstanding common
shares. However, pursuant to the Oaktree Shareholders Agreement, Oaktree and certain affiliates thereof have agreed to voting restrictions, ownership limitations and
standstill restrictions. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions - Oaktree Shareholders Agreement” for further
details. Despite the foregoing limitations, Oaktree and its affiliates are able to exert considerable influence over us. Oaktree and its affiliates may be able to prevent or
delay a change of control of us and could preclude any unsolicited acquisition of us. The concentration of ownership and voting power in Oaktree may make some
transactions more difficult or impossible without Oaktree’s support, even if such events are in the best interests of our other shareholders and/or may have an adverse
effect on the price of our common shares. As a result of such influence, we may take actions that our other shareholders do not view as beneficial, which may adversely
affect our results of operations and financial condition and cause the value of your investment to decline. Additionally, Oaktree is in the business of making investments
in companies and currently holds and may from time to time in the future acquire, interests in the shipping industry that directly or indirectly compete with certain
portions of our business. If Oaktree pursues acquisitions or makes further investments in the shipping industry, those acquisitions and investment opportunities may not
be available to us, and we have agreed to renounce any interest or expectancy in, or in being offered an opportunity to participate in, any corporate opportunities that may
be presented to or become known to Oaktree or any of its affiliates. In addition, the members of the Board of Directors nominated by Oaktree will have fiduciary duties to
us and in addition may have duties to Oaktree. As a result, such circumstances may entail real or apparent conflicts of interest with respect to matters affecting both us
and Oaktree, whose interests, in some circumstances, may be adverse to ours.
Members of management and our directors may have relationships and affiliations with other entities that could create conflicts of interest.
While we do not expect our Chief Executive Officer, Mr. Petros Pappas, will have any material relationships with any companies in the dry bulk shipping
industry other than us, he will continue to be involved in other areas of the shipping industry, which could cause conflicts of interest not in the best interest of us or our
shareholders. This could result in an adverse effect on our business, financial condition, results of operations and cash flows. We use our best efforts to ensure compliance
with all applicable laws and regulations in addressing such conflicts of interest. In addition, our executive officers participate in business activities not associated with us,
including serving as members of the management teams of Oceanbulk Maritime S.A, a dry cargo shipping company, and PST Tankers LLC, a joint venture between
Oaktree and entities controlled by Mr. Pappas’ family involved in the product tanker businesses, and are not required to work full-time on our affairs. Initially, we expect
that each of our executive officers will devote a substantial portion of his/her business time to the management of our Company.
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Our executive officers may devote less time to us than if they were not engaged in other business activities and may owe fiduciary duties to the shareholders of other
companies with which they may be affiliated, including those companies listed above. Three of our directors are affiliated with Oaktree. Our Oaktree-affiliated directors
have fiduciary duties to us and to Oaktree. In addition, under the Oaktree Shareholders Agreements, none of our officers or directors who is also an officer, director,
employee or other affiliate of Oaktree or an officer, director or employee of an affiliate of Oaktree will be liable to us or our shareholders for breach of any fiduciary duty
by reason of the fact that any such individual directs a corporate opportunity to Oaktree or its affiliates instead of us, or does not communicate information regarding a
corporate opportunity to us that such person or affiliate has directed to Oaktree or its affiliates. As a result, such circumstances may entail real or apparent conflicts of
interest with respect to matters affecting both us and Oaktree, whose interests, in some circumstances, may be adverse to ours. In addition, as a result of Oaktree’s
ownership interest, conflicts of interest could arise with respect to transactions involving business dealings between us and Oaktree or their affiliates, including potential
business transactions, potential acquisitions of businesses or properties, the issuance of additional securities, the payment of dividends by us and other matters. This
structure may create conflicts of interest in matters involving or affecting us and our customers and it is not certain that any of these conflicts of interest will be resolved
in our favor. This could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business.
Our success depends in large part on our ability to attract and retain highly skilled and qualified personnel, both shoreside personnel and crew. In crewing our
vessels, we require technically skilled employees with specialized training who can perform physically demanding work. Competition to attract and retain qualified crew
members and shoreside personnel is intense due to the increase in the size of the global shipping fleet. In addition, if we are not able to obtain higher charter rates to
compensate for any crew cost and salary increases, or if we cannot hire, train and retain a sufficient number of qualified employees, we may be unable to manage,
maintain and grow our business, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our reliance upon “foreign private issuer” exemptions may afford less protection to holders of our common shares.
Nasdaq’s corporate governance rules require, subject to exceptions, listed companies to have, among other things, a majority of their board members be
independent and independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a “foreign private issuer” (as
defined in Rule 3b-4 of the Exchange Act), or FPI, we may follow the laws of the Republic of the Marshall Islands, our home country, with respect to the foregoing
requirements. For example, although our Board of Directors currently includes nine members who would likely be deemed independent under the Nasdaq rules, we may
in the future have less than a majority of directors who would be deemed independent, as permitted under Marshall Islands law. In addition, as a FPI we are not required
to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic companies whose securities are
registered under the Exchange Act.
Risks Related to Our Corporate Structure and Our Common Shares
We are a holding company and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make
dividend payments.
We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. We have no significant assets other than the
equity interests in our subsidiaries. Our ability to satisfy our financial obligations and to make dividend payments in the future depends on our subsidiaries and their
ability to distribute funds to us. If we are unable to obtain funds from our subsidiaries, our Board of Directors may exercise its discretion not to declare or pay dividends.
We do not intend to obtain funds from other sources to pay dividends. Furthermore, certain of our outstanding financing arrangements restrict the ability of some of our
subsidiaries to pay us dividends under certain circumstances, such as if an event of default exists.
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We may need to raise additional capital in the future, which may not be available on favorable terms or at all or which may dilute our common stock or
adversely affect its market price.
We may require additional capital to expand our business and increase revenues, add liquidity in response to negative economic conditions, meet unexpected
liquidity needs, and reduce our outstanding debt. To the extent our existing capital and borrowing capabilities are insufficient, we will need to raise additional funds
through debt or equity financings, including offerings of our common stock, securities convertible into our common stock, or rights to acquire our common stock or
curtail our growth and reduce our assets or restructure arrangements with existing security holders. Any equity or debt financing, or additional borrowings, if available at
all, may be on terms that are not favorable to us. Equity financings could result in dilution to our stockholders, and the securities issued in future financings may have
rights, preferences, and privileges that are senior to those of our common stock. To the extent that an existing shareholder does not purchase shares of voting stock, that
shareholder’s interest in our Company will be diluted, representing a smaller percentage of the vote in our Board of Directors’ elections and other shareholder decisions.
If our need for capital arises because of significant losses, the occurrence of these losses may make it more difficult for us to raise the necessary capital. If we cannot raise
funds on acceptable terms if and when needed, we may not be able to take advantage of future opportunities, grow our business or respond to competitive pressures or
unanticipated requirements.
Because we are organized under the laws of the Marshall Islands and because substantially all of our assets are located outside of the United States, it may be
difficult to serve us with legal process or enforce judgments against us, our directors or our management.
We are organized under the laws of the Marshall Islands and substantially all of our assets are located outside of the United States. In addition, the majority of
our directors and officers are or will be non-residents of the United States and all or a substantial portion of the assets of these non-residents are located outside of the
United States. As a result, it may be difficult or impossible for you to bring an action against us or against our directors and officers in the United States if you believe
that your rights have been infringed under securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Marshall Islands and
of other jurisdictions may prevent or restrict you from enforcing a judgment against our assets or the assets of our directors or officers.
We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law.
Our corporate affairs are governed by our Fourth Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) and our Third Amended and
Restated Bylaws (the “Bylaws”) and by the Marshall Islands Business Corporations Act (the “MIBCA”). The provisions of the MIBCA resemble provisions of the
corporation laws of a number of states in the United States. However, there have been few judicial cases in the Marshall Islands interpreting the MIBCA. The rights and
fiduciary responsibilities of directors under the laws of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under
statutes or judicial precedent in existence in the United States. The rights of shareholders of companies incorporated in the Marshall Islands may differ from the rights of
shareholders of companies incorporated in the United States. While the MIBCA provides that it is to be interpreted according to the laws of the State of Delaware and
other states with substantially similar legislative provisions, there have been few, if any, court cases interpreting the MIBCA in the Marshall Islands and we cannot predict
whether Marshall Islands courts would reach the same conclusions as United States courts. Thus, you may have more difficulty in protecting your interests in the face of
actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction that has developed
a relatively more substantial body of case law. Additionally, the Republic of the Marshall Islands does not have a legal provision for bankruptcy or a general statutory
mechanism for insolvency proceedings. As such, in the event of a future insolvency or bankruptcy, our shareholders and creditors may experience delays in their ability to
recover their claims after any such insolvency or bankruptcy.
The international nature of our operations may make the outcome of any bankruptcy proceedings difficult to predict.
We are incorporated under the laws of the Republic of the Marshall Islands and certain of our subsidiaries are also incorporated under the laws of the Republic of
the Marshall Islands, Liberia, British Virgin Islands, Cyprus, Malta, Singapore and Germany, and we conduct operations in countries around the world.
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The Marshall Islands has passed an act implementing the U.N. Commission on Internal Trade Law (UNCITRAL) Model Law on Cross-Border Insolvency, or the Model
Law. The adoption of the Model Law is intended to implement effective mechanisms for dealing with issues related to cross-border insolvency proceedings and
encourages cooperation and coordination between jurisdictions. Notably, the Model Law does not alter the substantive insolvency laws of any jurisdiction and does not
create a bankruptcy code in the Marshall Islands. Instead, the Act allows for the recognition by the Marshall Islands of foreign insolvency proceedings, the provision of
foreign creditors with access to courts in the Marshall Islands, and the cooperation with foreign courts. Consequently, in the event of any bankruptcy, insolvency or
similar proceedings involving us or one of our subsidiaries, bankruptcy laws other than those of the United States could apply. We have limited operations in the United
States. If we become a debtor under the United States bankruptcy laws, bankruptcy courts in the United States may seek to assert jurisdiction over all of our assets,
wherever located, including property situated in other countries. There can be no assurance, however, that we would become a debtor in the United States or that a United
States bankruptcy court would be entitled to, or accept, jurisdiction over such bankruptcy case or that courts in other countries that have jurisdiction over us and our
operations would recognize a United States bankruptcy court’s jurisdiction if any other bankruptcy court would determine it had jurisdiction.
Future sales of our common shares could cause the market price of our common shares to decline.
Our Articles of Incorporation authorize us to issue 300,000,000 common shares, of which 102,294,758 shares were issued and outstanding as of December 31,
2021. In addition, certain shareholders hold registration rights, see “Item 7. Major Shareholders.” Furthermore pursuant to our two, currently effective, At the Market
offering programs, we may offer and sell a number of our common shares, having an aggregate offering price of up to $150 million at any time and from time to time.
Sales of a substantial number of our common shares in the public market, or the perception that these sales could occur, may depress the market price for our common
shares. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future. We intend to issue additional common
shares in the future. Our shareholders may incur dilution from any future equity offering and upon the issuance of additional common shares pursuant to our equity
incentive plans.
We may fail to meet the continued listing requirements of the Nasdaq, which could cause our common shares to be delisted.
There can be no assurance that we will remain in compliance with Nasdaq’s listing qualification rules, or that our common shares will not be delisted, which
could have an adverse effect on the market price of, and the efficiency of the trading market for, our common shares and could cause a default under certain senior
secured credit facilities.
The price of our common shares may be highly volatile.
The price of our common shares may fluctuate due to factors such as: actual or anticipated fluctuations in our quarterly and annual results and those of other
public companies in our industry; mergers and strategic alliances in the dry bulk shipping industry; market conditions in the dry bulk shipping industry; changes in market
valuations of companies in our industry; changes in government regulation; the failure of securities analysts to publish research about us, or shortfalls in our operating
results from levels forecast by securities analysts; announcements concerning us or our competitors; and the general state of the securities markets. Hence, the market for
our common shares may be unpredictable and volatile. Further, there may be no continuing active or liquid public market for our common shares. Consequently, you may
not be able to sell the common shares at prices equal to or greater than those paid by you, or you may not be able to sell them at all. In the past, following periods of
volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial
costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operations and
growth prospects. There can be no guarantee that our stock price will remain at current prices.
Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing a merger or acquisition, or could make
it difficult for our shareholders to replace or remove our current Board of Directors, which could adversely affect the market price of our common shares.
Several provisions of our Articles of Incorporation and our Bylaws could make it difficult for our shareholders to change the composition of our Board of
Directors in any one year, preventing them from changing the
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composition of management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable. These
provisions include: authorizing our Board of Directors to issue “blank check” preferred stock without shareholder approval; providing for a classified Board of Directors
with staggered, three-year terms; establishing certain advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can
be acted on by shareholders at shareholder meetings; prohibiting cumulative voting in the election of directors; limiting the persons who may call special meetings of
shareholders; authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of a majority of our outstanding common shares
entitled to vote for the directors; and establishing supermajority voting provisions with respect to amendments to certain provisions of our Articles of Incorporation and
our Bylaws. These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may
adversely affect the market price of our common shares and your ability to realize any potential change of control premium.
Item 4.
Information on the Company
A. History and Development of the Company
Star Bulk Carriers Corp. was incorporated in the Marshall Islands on December 13, 2006. Our executive offices are located at c/o Star Bulk Management Inc., 40
Agiou Konstantinou Str., Maroussi 15124, Athens, Greece and its telephone number is 011-30-210-617-8400. Our registered office is located at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960.
Significant changes to our fleet during the years 2019 -2022
On May 27, 2019, we entered into an en bloc definitive agreement with entities controlled by Delphin Shipping, LLC (“Delphin”), an entity affiliated with Kelso
& Company, pursuant to which we agreed to acquire 11 operating dry bulk vessels (the “Delphin Vessels”). The vessels were delivered to us in exchange for an aggregate
of 4,503,370 of our common shares and cash consideration of $80.0 million, with the total acquisition cost being $127.5 million. All 11 Delphin Vessels were delivered to
us during the third quarter of 2019. In connection with this transaction, we granted Delphin certain demand registration rights and shelf registration rights.
On December 17, 2020, we entered into a definitive agreement with entities affiliated with E.R. Capital Holding GmbH & Cie. KG (“E.R.”), pursuant to which
we agreed to acquire three Capesize dry bulk vessels. The vessels are retrofitted with exhaust gas cleaning systems and were delivered to us on January 26, 2021.
Consideration for the acquisition was payable in the form of $39.0 million in cash and 2,100,000 of our common shares, which shares were issued on January 26, 2021 to
E.R. In connection with this transaction, we granted E.R. certain registration rights and registered the resale of 2,100,000 common shares.
On February 2, 2021, we entered into an agreement with Eneti Inc. (NYSE: NETI), or Eneti, formerly known as Scorpio Bulkers Inc., and certain other parties to
acquire seven vessels, consisting of three Ultramax vessels, the Star Athena (ex-SBI Pegasus), the Star Bovarius (ex-SBI Ursa) and the Star Subaru (ex-SBI Subaru), and
four Kamsarmax vessels, the Star Capoeira (ex-SBI Capoeira), the Star Carioca (ex-SBI Carioca), the Star Lambada (ex-SBI Lambada) and the Star Macarena (ex-SBI
Macarena) (collectively, the “Eneti Acquisition Vessels”) by assuming the outstanding lease obligations of the Eneti Acquisition Vessels. As consideration for this
transaction we agreed to issue to Eneti 3,000,000 newly issued common shares of the Company. In connection with this transaction, on February 2, 2021 we entered into
a registration right agreement with Eneti, which provided Eneti with certain demand registration rights and shelf registration rights. The transaction was completed for six
out of seven vessels on March 16, 2021, on which date we issued 2,649,203 of our common shares and assumed the outstanding lease obligations attributable to these six
vessels of $86.9 million. On May 19, 2021 we took delivery of Star Athena (ex- SBI Pegasus), the seventh and final vessel. We issued to the relevant affiliates of Eneti
350,797 common shares representing the share consideration for the seventh vessel and we assumed the outstanding lease obligations of $12.7 million associated with the
vessel. In addition, we paid an amount of $0.5 million per vessel to the lessors as security for our obligations which amount will progressively be released until May
2025.
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On March 3, 2021, we entered into a definitive agreement with a third party to acquire two Eco-type resale 82,000 dwt Kamsarmax vessels (the “Kamsarmax
Resale Vessels”) at a price of $55.0 million in aggregate. The vessels were delivered to us on May 25, 2021 and June 16, 2021, respectively, directly from YAMIC yard (a
joint venture between Mitsui and New Yangzijiang).
From time to time, in response to changing market conditions, we have disposed certain of our vessels (the majority of which were older vessels) and have sold,
cancelled or transferred some of our newbuilding vessels. As a result, we currently have a fleet of 128 vessels, with an aggregate capacity of 14.1 million dwt, consisting
of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax vessels with carrying capacities between 52,425 dwt and 209,529 dwt.
B. Business Overview
General
We are an international leading global shipping company that owns and operates a modern and diverse fleet of dry bulk vessels. Our vessels transport a broad
range of major and minor bulk commodities, including iron ore, minerals and grain, bauxite, fertilizers and steel products, along worldwide shipping routes. Our
executive management team, which has extensive shipping industry expertise, is led by Mr. Petros Pappas, who has more than 40 years of shipping experience and has
managed hundreds of vessel acquisitions and dispositions.
We are committed to implementing Environmental, Social and Governance (ESG) practices into our operational and strategic decision making within the scope
of our vision to be a leader in sustainable dry bulk shipping. In this respect we are a signatory to the United Nations (UN) Global Compact supporting its Ten Principles
on areas of human rights, labor, environment and anticorruption and committing to the broader development goals of the United Nations, the Sustainable Development
Goals. In addition, we publish an annual ESG Report, which presents our ESG strategy and goals, identifies ESG related risks, and reports on our ESG performance
across all our business operations. In November 2021, we released our third annual ESG Report. All of our ESG Reports may be found on our website at
www.starbulk.com. The information on our website is not incorporated by reference into this annual report.
Our ESG Performance:
Environment
We endeavor to comply with all applicable environmental regulations on a timely and efficient basis, and to implement measures to further reduce our carbon
footprint, improve our environmental performance and protect the marine environment. We continuously monitor the performance of our vessels through telemetry and
advanced data management systems and take action to improve the energy efficiency of our fleet both operationally and technically, in view of the greenhouse gas (GHG)
strategy set for 2030 and 2050 by the International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels (the
“IMO”).
· We have retrofitted our fleet with Exhaust Gas Cleaning Systems (EGCS) in order to comply with emissions standards, titled IMO-2020, set by the IMO.
· We have an ongoing retrofit program across our entire fleet to comply with the IMO’s Ballast Water Management Convention.
· We participate in the Poseidon Principles, which establish a framework for assessing and disclosing the climate alignment of ship finance portfolios and are
consistent with the policies and ambitions of the IMO to reduce shipping's total annual GHG emissions by at least 50% by 2050.
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· We collaborate with our charterers within the scope of the Sea Cargo Charter, providing them with our vessel data to enable them to assess and report on the
carbon intensity of the chartering activities of these vessels.
· We have engaged and actively participate in partnerships and alliances that promote sustainability in the maritime sector, including emission control and
other environmental initiatives, such as the Global Maritime Forum, the Getting to Zero Coalition, the Clean Shipping Alliance, and the Hellenic Marine
Environment Protection Association.
· We are active participants in several projects for the development and/or deployment of new green technologies and alternative fuels, including with respect
to:
·
·
·
·
·
·
Social
the adoption of various latest technology voyage optimization platforms which aim to reduce fuel consumption and therefore our fleet’s CO2 footprint;
the installation of energy-saving devices, such as propeller ducts, which aim to reduce the required propulsion power and CO2 emissions of our vessels;
piloting and evaluating latest technology anti-fouling paints and hull cleaning technologies to reduce hull resistance and improve vessel’s energy
efficiency;
the techno-economic feasibility assessment of several zero-emission fuels, including biofuels and green-hydrogen derived fuels such as methanol and
ammonia;
onboard carbon capture technologies, leveraging also our existing exhaust gas cleaning systems; and
the testing of advanced wash-water filtration system onboard our vessels to enable the removal of micro-plastics from port waters
We are focused on continuously improving our social impact, including with respect to the health, safety and wellbeing of employees, both on board and ashore,
to operational excellence, and to community support.
·
The health, safety, security and well-being of our people at sea and on shore is our top priority, especially during the COVID-19 pandemic. For more
information with respect to our response to the COVID-19 pandemic, please visit our ESG Report, which may be found on our website at
www.starbulk.com. The information on our website is not incorporated by reference into this annual report. We are a signatory to the Neptune Declaration
on Seafarer Wellbeing, which promotes the health and safety of seafarers. We are also signatories of the Gulf of Guinea Declaration on Suppression of
Piracy.
· We are dedicated to providing equal employment opportunities and treating our people fairly without regard to race, color, religious beliefs, age, sex, or any
other classification.
· We maintain high retention rates both on board and ashore and work to facilitate the professional development, continuous training and career advancement
of our people.
· We are consistently the top ranked dry bulk operator among peers in the RightShip Safety Score.
· Our community investment activities focus on, but are not limited to, supporting vulnerable groups and youth education in Greece.
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Governance
We endeavor to apply corporate governance best practices, adhere to high ethical principles and ensure the high commercial performance of our fleet.
·
The Company is governed by a diverse and experienced, majority independent Board of Directors.
· We have a transparent Code of Ethics and Anti-Corruption Policy in place.
· We implement strong internal controls structured to ensure robust risk management.
· We continuously cultivate an open reporting culture with respect to any violations of the Code of Ethics.
Our Decarbonization Strategy
We aspire to be frontrunners in the industry’s efforts to reduce GHG emissions and lead by example by applying new technologies and forming alliances with
participants that aim to decarbonize the industry.
The five pillars of our decarbonization strategy are:
· Monitoring and transparent reporting on our GHG emissions.
·
·
·
Improving the energy efficiency of our existing fleet.
Identifying and assessing climate related risks and opportunities.
Participating in research and development for new technologies and alternative fuels.
· Developing partnerships and participating in environmental alliances.
Our Fleet
We have built a fleet through timely and selective acquisitions of secondhand and newbuilding vessels. Our fleet is well-positioned to take advantage of
economies of scale in commercial, technical and procurement management. We have a large, modern, fuel-efficient and high-quality fleet, which emphasizes the largest
Eco-type Capesize and Newcastlemax vessels, built at leading shipyards and featuring the latest technology. As a result, we believe we will have an opportunity to
capitalize on rising market demand during a period of reduced fleet growth, customer preferences for our ships and economies of scale, while enabling us to capture the
benefits of fuel cost savings through spot time charters or voyage charters.
The majority of our operating fleet is equipped with a vessel remote monitoring system that provides data to monitor fuel and lubricant consumption and
efficiency on a real-time basis. While these monitoring systems are generally available in the shipping industry, we believe that they can be cost-effectively employed
only by large-scale shipping operators, such as us.
In addition, pursuant to the IMO sulfur cap regulations, which limited emission to 0.5% m/m sulfur content that came into force in January 2020, we decided to
install scrubbers on the vast majority of our vessels (“Scrubber Retrofitting Program”). As of the date of this annual report, we have successfully completed the
installation of scrubbers on 120 vessels out of the 128 vessels in our fleet. We believe that the new maritime regulations will have a strong impact on the maritime
industry and will distinguish us from other dry bulk owners that will have conventional dry bulk vessels that will not be able to consume less expensive bunker fuel with
higher sulfur content. We believe installation of scrubbers will increase our competitive advantage commercially making our fleet more attractive to charterers and cargo
owners.
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The following tables summarize key information about our operating fleet, as of the date of this annual report:
Operating Fleet
Wholly Owned Subsidiaries
1 Pearl Shiptrade LLC
2 Star Ennea LLC
3 Coral Cape Shipping LLC
4 Sea Diamond Shipping LLC
5 Star Castle II LLC
6 ABY Eleven Ltd
7 Domus Shipping LLC
8 Star Breezer LLC
9 Star Seeker LLC
10 ABY Nine Ltd
11 Clearwater Shipping LLC
12 ABY Ten Ltd
13 Star Castle I LLC
14 Festive Shipping LLC
15 New Era II Shipping LLC
16 New Era III Shipping LLC
17 New Era I Shipping LLC
18 Cape Ocean Maritime LLC
19 Cape Horizon Shipping LLC
20 Star Nor I LLC
21 Star Nor II LLC
22 Sandra Shipco LLC
23 Christine Shipco LLC
24 Pacific Cape Shipping LLC
25 Star Polaris LLC
26 Star Borealis LLC
27 Star Nor III LLC
28 Star Regg V LLC
29 Star Regg VI LLC
30 Star Regg IV LLC
31 Star Regg I LLC
32 Star Regg II LLC
33 Star Trident V LLC
34 Sky Cape Shipping LLC
35 Global Cape Shipping LLC
36 Star Trident XXV Ltd.
37 ABY Fourteen Ltd
38 ABY Fifteen Ltd
39 Sea Cape Shipping LLC
40 ABY I LLC
Vessel Name
Gargantua (1)
Star Gina 2GR
Maharaj (1)
Goliath (1)
Star Leo
Star Laetitia
Star Ariadne
Star Virgo
Star Libra (1)
Star Sienna
Star Marisa
Star Karlie
Star Eleni
Star Magnanimus
Debbie H
Star Ayesha
Katie K
Leviathan
Peloreus
Star Claudine
Star Ophelia
Star Pauline
Star Martha
Pantagruel
Star Polaris
Star Borealis
Star Lyra
Star Borneo
Star Bueno
Star Marilena
Star Marianne
Star Janni
Star Angie
Big Fish
Kymopolia
Star Triumph
Star Scarlett
Star Audrey
Big Bang
Star Paola
21
DWT
209,529
209,475
209,472
207,999
207,939
207,896
207,774
207,774
207,727
207,721
207,671
207,566
207,517
207,490
206,823
206,814
206,803
182,466
182,451
181,258
180,716
180,233
180,231
180,140
179,648
179,601
179,147
178,978
178,978
178,977
178,841
177,939
177,931
177,620
176,948
176,274
175,800
175,125
174,109
115,259
Date
Delivered to Star
Bulk
April 2, 2015
February 26, 2016
July 15, 2015
July 15, 2015
May 14, 2018
August 3, 2018
March 28, 2017
March 1, 2017
June 6, 2016
August 3, 2018
March 11 2016
August 3, 2018
January 3, 2018
March 26, 2018
May 28, 2019
July 15, 2019
April 16, 2019
September 19, 2014
July 22, 2014
July 6, 2018
July 6, 2018
December 29, 2014
October 31, 2014
July 11, 2014
November 14, 2011
September 9, 2011
July 6, 2018
January 26, 2021
January 26, 2021
January 26, 2021
January 14, 2019
January 7, 2019
October 29, 2014
July 11, 2014
July 11, 2014
December 8, 2017
August 3, 2018
August 3, 2018
July 11, 2014
August 3, 2018
Year Built
2015
2016
2015
2015
2018
2017
2017
2017
2016
2017
2016
2016
2018
2018
2019
2019
2019
2014
2014
2011
2010
2008
2010
2004
2011
2011
2009
2010
2010
2010
2010
2010
2007
2004
2006
2004
2014
2011
2007
2011
Table of Contents
Wholly Owned Subsidiaries
41 ABM One Ltd
42 Nautical Shipping LLC
43 Majestic Shipping LLC
44 Star Sirius LLC
45 Star Vega LLC
46 ABY II LLC
47 Augustea Bulk Carrier Ltd
48 Augustea Bulk Carrier Ltd
49 Star Trident I LLC
50 Star Nor IV LLC
51 Star Alta I LLC
52 Star Alta II LLC
53 Star Nor VI LLC
54 Star Nor V LLC
55 Grain Shipping LLC
56 Star Trident XIX LLC
57 Star Trident XII LLC
58 ABY Seven Ltd
59 Star Trident IX LLC
60 Star Sun I LLC
61 Star Sun II LLC
62 Star Trident XI LLC
63 Star Trident VIII LLC
64 Star Trident XVI LLC
65 Star Trident XIV LLC
66 Star Trident X LLC
67 Star Trident XIII LLC
68 Star Trident XV LLC
69 Star Nor VIII LLC
70 Star Trident II LLC
71 Star Nor VII LLC
72 Star Trident XVII LLC
73 Star Trident XVIII LLC
74 Waterfront Two Ltd
75 Star Nor IX LLC
76 Star Elpis LLC
77 Star Gaia LLC
78 Mineral Shipping LLC
79 Star Nor X LLC
80 Star Nor XI LLC
81 Star Zeus VI LLC
82 Star Zeus I LLC
83 Star Zeus II LLC
84 Star Zeus VII LLC
Vessel Name
Star Eva
Amami
Madredeus
Star Sirius (1)
Star Vega (1)
Star Aphrodite
Star Piera
Star Despoina
Star Kamila
Star Electra
Star Angelina
Star Gwyneth
Star Luna
Star Bianca
Pendulum
Star Maria
Star Markella
Star Jeanette
Star Danai
Star Elizabeth
Star Pavlina
Star Georgia
Star Sophia
Star Mariella
Star Moira
Star Renee
Star Laura
Star Jennifer
Star Mona
Star Nasia
Star Astrid
Star Helena
Star Nina
Star Alessia
Star Calypso
Star Suzanna
Star Charis
Mercurial Virgo
Stardust
Star Sky
Star Lambada (1)
Star Capoeira (1)
Star Carioca (1)
Star Macarena (1)
22
DWT
106,659
98,648
98,648
98,648
98,648
92,006
91,952
91,945
87,001
83,494
82,953
82,703
82,687
82,672
82,578
82,578
82,574
82,567
82,554
82,430
82,361
82,281
82,252
82,249
82,220
82,204
82,192
82,192
82,188
82,183
82,158
82,150
82,145
81,944
81,918
81,644
81,643
81,502
81,502
81,466
81,272
81,253
81,199
81,198
Date
Delivered to Star
Bulk
August 3, 2018
July 11, 2014
July 11, 2014
March 7, 2014
February 13, 2014
August 3, 2018
August 3, 2018
August 3, 2018
September 3, 2014
July 6, 2018
December 5, 2014
December 5, 2014
July 6, 2018
July 6, 2018
July 11, 2014
November 5, 2014
September 29, 2014
August 3, 2018
October 21, 2014
May 25, 2021
June 16, 2021
October 14, 2014
October 31, 2014
September 19, 2014
November 19, 2014
December 18, 2014
December 8, 2014
April 15, 2015
July 6, 2018
August 29, 2014
July 6, 2018
December 29, 2014
January 5, 2015
August 3, 2018
July 6, 2018
May 15, 2017
March 22, 2017
July 11, 2014
July 6, 2018
July 6, 2018
March 16, 2021
March 16, 2021
March 16, 2021
March 6, 2021
Year Built
2012
2011
2011
2011
2011
2011
2010
2010
2005
2011
2006
2006
2008
2008
2006
2007
2007
2014
2006
2021
2021
2006
2007
2006
2006
2006
2006
2006
2012
2006
2012
2006
2006
2017
2014
2013
2013
2013
2011
2010
2016
2015
2015
2016
Table of Contents
Wholly Owned Subsidiaries
85 ABY III LLC
86 ABY IV LLC
87 ABY Three Ltd
88 Star Nor XII LLC
89 Star Nor XIII LLC
90 Star Trident III LLC
91 Star Trident XX LLC
92 Orion Maritime LLC
93 Primavera Shipping LLC
94 Success Maritime LLC
95 Star Zeus III LLC
96 Ultra Shipping LLC
97 Blooming Navigation LLC
98
Jasmine Shipping LLC
99 STAR LIDA I SHIPPING LLC
100 Star Zeus V LLC
101 Star Zeus IV LLC
102 Star Nor XV LLC
103 Star Challenger I LLC
104 Star Challenger II LLC
105 Aurelia Shipping LLC
106 Star Axe II LLC
107 Rainbow Maritime LLC
108 Star Axe I LLC
109 ABY Five Ltd
110 Star Asia I LLC
111 Star Asia II LLC
112 Star Nor XIV LLC
113 STAR LIDA XI SHIPPING LLC
114 STAR LIDA VIII SHIPPING LLC
115 STAR LIDA IX SHIPPING LLC
116 Star Trident VII LLC
117 STAR LIDA VI SHIPPING LLC
118 STAR LIDA VII SHIPPING LLC
119 STAR LIDA X SHIPPING LLC
120 STAR LIDA III SHIPPING LLC
121 STAR LIDA IV SHIPPING LLC
122 STAR LIDA V SHIPPING LLC
123 STAR LIDA II SHIPPING LLC
124 Star Regg III LLC
125 Glory Supra Shipping LLC
126 Star Omicron LLC
127 Star Zeta LLC
128 Star Theta LLC
Vessel Name
Star Lydia
Star Nicole
Star Virginia
Star Genesis
Star Flame
Star Iris
Star Emily
Idee Fixe (1)
Roberta (1)
Laura (1)
Star Athena (1)
Kaley (1)
Kennadi (1)
Mackenzie (1)
Star Apus (1)
Star Bovarius (1)
Star Subaru (1)
Star Wave
Star Challenger (1)
Star Fighter (1)
Honey Badger (1)
Star Lutas (1)
Wolverine (1)
Star Antares (1)
Star Monica
Star Aquarius
Star Pisces (1)
Star Glory
Star Pyxis (1)
Star Hydrus (1)
Star Cleo (1)
Diva (1)
Star Centaurus
Star Hercules
Star Pegasus (1)
Star Cepheus (1)
Star Columba (1)
Star Dorado (1)
Star Aquila
Star Bright
Strange Attractor
Star Omicron
Star Zeta
Star Theta
Total dwt
23
Date
Delivered to Star
Bulk
August 3, 2018
August 3, 2018
August 3, 2018
July 6, 2018
July 6, 2018
September 8, 2014
September 16, 2014
March 25, 2015
March 31, 2015
April 7, 2015
May 19, 2021
June 26, 2015
January 8, 2016
March 2, 2016
July 16, 2019
March 16, 2021
March 16, 2021
July 6, 2018
December 12, 2013
December 30, 2013
February 27, 2015
January 6, 2016
February 27, 2015
October 9, 2015
August 3, 2018
July 22, 2015
August 7, 2015
July 6, 2018
August 19, 2019
August 8, 2019
July 15, 2019
July 24, 2017
September 18, 2019
July 16, 2019
July 15, 2019
July 16, 2019
July 23, 2019
July 16, 2019
July 15, 2019
October 10, 2018
July 11, 2014
April 17, 2008
January 2, 2008
December 6, 2007
Year Built
2013
2013
2015
2010
2011
2004
2004
2015
2015
2015
2015
2015
2016
2016
2014
2015
2015
2017
2012
2013
2015
2016
2015
2015
2015
2015
2015
2012
2013
2013
2013
2011
2012
2012
2013
2012
2012
2013
2012
2010
2006
2005
2003
2003
DWT
81,187
81,120
81,061
80,705
80,448
76,390
76,339
63,437
63,404
63,377
63,371
63,261
63,240
63,204
63,123
61,571
61,521
61,491
61,462
61,455
61,324
61,323
61,268
61,234
60,935
60,873
60,873
58,680
56,615
56,604
56,582
56,582
56,559
56,545
56,540
56,539
56,530
56,507
56,506
55,783
55,715
53,444
52,994
52,425
14,072,068
Table of Contents
(1)
Subject to a sale and leaseback financing transaction, as further described in Note 6 to our audited consolidated financial statements included in this annual report.
Our Competitive Strengths
We believe that we possess a number of competitive strengths in our industry, including:
We manage a high quality, scrubber fitted modern fleet
We own a modern, diverse, high quality fleet of 128 dry bulk carrier vessels with an aggregate capacity of 14.1 million dwt and an average age of 10.0 years. In
addition, 120 out of the 128 vessels in our fleet are retrofitted with exhaust gas cleaning systems.
We believe that owning a modern, high quality fleet reduces operating costs, improves safety and provides us with a competitive advantage in securing favorable
time charters. We maintain the quality of our vessels by carrying out regular inspections, both while in port and at sea, and adopting a comprehensive maintenance
program for each vessel. Furthermore, we take a proactive approach to safety and environmental protection through comprehensively planned maintenance systems,
preventive maintenance programs and by retaining and training qualified crews.
Based on the scale, scope and quality of our fleet and our commercial and technical management capabilities and because much of our fleet is currently chartered
on the spot market, we believe we are well-positioned to take advantage of the ongoing recovery in the dry bulk market.
In-house commercial and technical management of our fleet enable us to have very competitive operating expenses and high vessel maintenance and operating standards
We conduct a significant portion of the commercial and technical management of our vessels in-house through our wholly owned subsidiaries, Star Bulk
Management Inc., Star Bulk Shipmanagement Company (Cyprus) Limited and Starbulk S.A. We believe having control over the commercial and technical management
provides us with a competitive advantage over many of our competitors by allowing us to monitor our operations more closely and to offer higher quality performance,
reliability and efficiency in arranging charters and the maintenance of our vessels. We also believe that these management capabilities contribute significantly in
maintaining a lower level of vessel operating and maintenance costs, without sacrificing the quality of our operations.
Focus on new technology to improve fuel efficiency and vessel operations
In response to the increased environmental regulations around decarbonization, we have focused our attention in improving the sustainability and fuel efficiency
of our operations. The majority of our operating fleet has been equipped with a sophisticated vessel performance monitoring system (“VPM”) and we plan to install the
system on the remaining vessels of our fleet as well. The VPM system allows us to collect real-time information on the performance of important equipment, with a
particular focus on vessel performance, fuel consumption and exhaust gas emissions. The system is designed to enhance our operational knowledge and increase the
efficiency of our trading and of our vessel maintenance.
Furthermore we take operational measures, including speed reduction, weather routing, voyage optimization and have planned technical upgrades to our fleet,
such as the use of Energy Saving Devices (ESD) and low friction hull paints in order to reduce fuel consumption and emissions. We plan to use underwater ROV
(Remotely Operated Vehicles) for inspecting and cleaning the underwater hulls of our vessels. We also plan to proceed with EPL (Engine Power Limitation) in order to
meet the IMO EEXI (Energy Efficiency Existing ship Index) requirements.
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Most of our vessels’ main engines have been retrofitted with sliding engine valves and alpha lubricators, which provide additional fuel efficiency and optimized
lubricant consumption. We are replacing the conventional lights of our ships with LED lights in order to reduce energy consumption.
We believe that the above measures are the most efficient initiatives towards decarbonization until technological advances allow the use of very low or zero
carbon emission fuels. We have performed a thorough evaluation of our fleet’s performance, which has juxtaposed the projected performance of each of our vessels
against the applicable regulatory requirements.
Finally we have established a compliance section within our Technical department in order to monitor exhaust gas emissions and ensure compliance with
regional and international regulations.
Experienced management team with a strong track record in the shipping industry and extensive relationships with customers, lenders, shipyards and other shipping
industry participants
Our company’s leadership has considerable shipping industry expertise. Our founder and Chief Executive Officer, Mr. Pappas, has an established track record in
the dry bulk industry, with more than 40 years of experience and hundreds of vessel acquisitions and dispositions. Mr. Pappas has extensive experience in operating and
investing in shipping, including through his family’s principal shipping operations and investment vehicle, Oceanbulk Maritime S.A. Mr. Pappas also has extensive
relationships in the shipping industry, and he has leveraged his deep relationships with shipbuilders to implement, when applicable, our newbuilding program with vessels
of high specification.
Through Mr. Pappas and our senior management team, we also have strong global relationships with shipping companies, charterers, shipyards, brokers and
commercial shipping lenders. Further, we expect our senior management and chartering teams’ long track record in the voyage and time chartering of dry bulk ships will
allow us to continue successfully chartering our vessels in all economic environments. We believe that these relationships and our strong sale and purchase track record
and reputation as a creditworthy counterparty should provide us with access to attractive asset acquisitions, chartering and ship financing opportunities.
For more information on our management team, see “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management.”
Our Business Strategies
Our primary objectives are to grow our business profitably and to continue to grow as a successful owner and operator of dry bulk vessels. The key elements of
our strategy are:
Capitalize on potential increases in charter rates for dry bulk shipping
The dry bulk shipping industry is cyclical in nature. The supply of dry bulk carriers is dependent on the delivery of new vessels and the removal of vessels from
the global fleet, either through scrapping or loss, and the demand for dry bulk shipping is often dependent on economic conditions, and international trade. For more
information on dry bulk market, see “Item 4. Information on the Company – B. Business Overview - Basis for Statements -The International Dry Bulk Shipping Industry.
Charter our vessels in an active and sophisticated manner
Given the volatility of the freight markets, we believe we should be flexible to changing market conditions and actively manage our vessels in order to generate
attractive risk-adjusted returns by providing efficient transportation solutions to our major charterers. Currently we are arranging voyage and short-term time charters
which provide optionality for the Company given the current market levels. Our aim is to continue improving our fleet utilization by booking long haul voyage charters
and complimentary trade flows that improve the laden/ballast ratios. This approach is also tailored specifically to our scrubber-fitted fleet and the fuel efficiency of our
younger vessels. While this process is more difficult and labor intensive than placing our vessels on longer-term time charters, it can
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lead to greater profitability. When operating a vessel on a voyage charter, as well as on contracts of affreightment directly with cargo providers, we (as owner of the
vessel) will incur fuel costs, and therefore, we are in a position to benefit from fuel savings from our scrubber-fitted fleet. If charter market levels rise, we may employ
part of our fleet in the long-term time charter market, while we may be able to employ our scrubber-fitted vessels more advantageously in the voyage charter market
and/or short-term time charters in order to capture the benefit of available fuel cost savings. Our large, diverse and high-quality fleet provides scale to major charterers,
such as iron ore miners, utility companies and commodity trading houses. As part of our strategy to maximize earnings, we seek direct arrangements (consecutive
voyages, contracts of affreightment, etc.) with major charterers and cargo owners on a voyage basis, providing the scale required for the transportation of large
commodity volumes over a multitude of trading routes around the world.
We are also party of a Capesize vessel pooling agreement (“Capesize Chartering Ltd or CCL Pool or CCL”) with Bocimar International NV, and C Transport
Holding Ltd, managed by C Transport Maritime S.A.M (CTM). As of December 31, 2021, we operated approximately 35 of our Newcastlemax and Capesize dry bulk
vessels as part of one combined CCL fleet. The CCL fleet consists of approximately 135 modern Newcastlemax and Capesize vessels and is being managed out of
Athens, Singapore and Antwerp. Each vessel owner is responsible for the operating, accounting and technical management of its respective vessels. The objective of this
pool is to provide improved scheduling through joint marketing of our Newcastlemax and Capesize vessels, with the overall aim of enhancing economic efficiencies.
On October 3, 2017, we formed a wholly owned subsidiary, Star Logistics based in Geneva, Switzerland. Star Logistics chartered-in a number of third-party
vessels on a short- to medium- term basis to increase its operating capacity in order to satisfy its clients’ needs. In 2020, we terminated our Geneva-based commercial
activities and have established a new wholly-owned subsidiary based in Singapore under the name Star Bulk (Singapore) Pte. Ltd. (or “Star Bulk Singapore”), aiming to
expand our commercial capability and access to charterers and cargoes in Asia.
Expand and renew our fleet through opportunistic acquisitions of high-quality vessels at attractive prices
As market conditions continue to improve, we may opportunistically acquire high-quality vessels at attractive prices that are accretive to our cash flow. We also
look to opportunistically renew our fleet by replacing older vessels that have higher maintenance and survey costs and lower operating efficiencies with newer vessels
that have lower operating costs, fewer maintenance and survey requirements, lower fuel consumption and overall enhanced commercial attractiveness to our charterers.
When evaluating acquisitions, we will consider and analyze, among other things, our expectations of fundamental developments in the dry bulk shipping industry sector,
the level of liquidity in the resale and charter market, the cash flow earned by the vessel in relation to its value, its condition and technical specifications with particular
regard to fuel consumption, expected remaining useful life, the credit quality of the charterer and duration and terms of charter contracts for vessels acquired with charters
attached, as well as the overall diversification of our fleet and customers. We believe that these circumstances combined with our management’s knowledge of the
shipping industry may present an opportunity for us to continue to grow our fleet at favorable prices.
Maintain a strong balance sheet through optimization of use of leverage
We finance our fleet with a mix of debt and equity, and we intend to optimize use of leverage over time, even though we may have the capacity to obtain
additional financing. As of December 31, 2021, our debt to total capitalization ratio (i.e. the book value of our vessels) was approximately 40%. Charterers have
increasingly favored financially solid vessel owners, and we believe that our balance sheet strength will enable us to access more favorable chartering opportunities, as
well as give us a competitive advantage in pursuing vessel acquisitions from commercial banks and shipyards, which in our experience have recently displayed a
preference for contracting with well-capitalized counterparties.
Competition
Demand for dry bulk carriers fluctuates in line with the main patterns of trade of the major dry bulk cargoes and varies according to their supply and demand. We
compete with other owners of dry bulk carriers in the Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax size sectors. Ownership
of dry bulk carriers is highly fragmented. We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation
as an owner and operator.
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Customers
We have well-established relationships with major dry bulk charterers, which we serve by carrying a variety of cargoes over a multitude of routes around the
globe. We charter out our vessels to first class iron ore miners, utilities companies, commodity trading houses and diversified shipping companies.
Seasonality
Demand for vessel capacity has historically exhibited seasonal variations and, as a result, fluctuations in charter rates. This seasonality may result in quarter-to-
quarter volatility in our operating results for vessels trading in the spot market. The dry bulk sector is typically stronger in the fall and winter months in anticipation of
increased consumption of coal and other raw materials in the northern hemisphere. Seasonality in the sector in which we operate could materially affect our operating
results and cash flows.
Operations
In-house Management of the fleet
Star Bulk Management Inc., Star Bulk Shipmanagement Company (Cyprus) Limited and Starbulk S.A., three of our wholly-owned subsidiaries, perform the
operational and technical management services for the majority of the vessels in our fleet, including chartering, marketing, capital expenditures, personnel, accounting,
paying vessel taxes and maintaining insurance.
As of December 31, 2021, we had 181 employees engaged in the day to day management of our fleet, including our executive officers, through Star Bulk
Management Inc., Star Bulk Shipmanagement Company (Cyprus) Limited and Starbulk S.A. which employ a number of shore-based executives and employees designed
to ensure the efficient performance of our activities. We reimburse and/or advance funds as necessary to our in-house managers in order for them to conduct their
activities and discharge their obligations, at cost.
Star Bulk Management Inc. is responsible for the management of the vessels. Star Bulk Management’s responsibilities include, inter alia, locating, purchasing,
financing and selling vessels, deciding on capital expenditures for the vessels, paying vessels’ taxes, negotiating charters for the vessels, managing the mix of various
types of charters, developing and managing the relationships with charterers and the operational and technical managers of the vessels. Star Bulk Management Inc.
subcontracts certain vessel management services to Starbulk S.A.
Starbulk S.A. provides the technical and crew management of the majority of our vessels. Technical management includes maintenance, dry docking, repairs,
insurance, regulatory and classification society compliance, arranging for and managing crews, appointing technical consultants and providing technical support.
Star Bulk Shipmanagement Company (Cyprus) Limited provides technical and operation management services to 14 of our vessels. The management services
include arrangement and supervision of dry docking, repairs, insurance, regulatory and classification society compliance, provision of crew, appointment of surveyors and
technical consultants.
Crewing
Starbulk S.A. and Star Bulk Shipmanagement Company (Cyprus) Limited are responsible for recruiting, either directly or through a technical manager or a crew
manager, the senior officers and all other crew members for the vessels in our fleet. Both companies have the responsibility to ensure that all seamen have the
qualifications and licenses required to comply with international regulations and shipping conventions, and that the vessels are manned by experienced, competent and
trained personnel. Starbulk S.A. and Star Bulk Shipmanagement Company (Cyprus) Limited are also responsible for ensuring that seafarers’ wages and terms of
employment conform to international standards or to general collective bargaining agreements to allow unrestricted worldwide trading of the vessels and provide the
crewing management for the vessels in our fleet that are not managed by third party managers.
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Outsourced Management of the fleet
We engage Ship Procurement Services S.A., a third-party company, to provide to our fleet certain procurement services.
Following the completion of the acquisition of certain vessels from Augustea Atlantica SpA (“Augustea”) and York Capital Management (“York”) in 2018, (the
“Augustea Vessels”), we appointed Augustea Technoservices Ltd., an entity affiliated with certain of the sellers of the corresponding transaction and specifically with one
of the Company’s directors, Mr. Zagari (see “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management”) as the technical manager of
certain of our vessels.
During 2018 and 2019, we appointed Equinox Maritime Ltd., Zeaborn GmbH & Co. KG and Technomar Shipping Inc., which are third party management
companies, to provide certain management services to our vessels.
In addition, in 2021 we appointed Iblea Ship Management Limited, an entity affiliated with one of the Company’s directors, Mr. Zagari, to provide certain
management services to our vessels, previously managed by Augustea Technoservices Ltd.
As of December 31, 2021, Augustea Technoservices Ltd., Equinox Maritime Ltd., Zeaborn GmbH & Co. KG, Technomar Shipping Inc. and Iblea Ship
Management Limited provide technical, operation and crewing management services to 44 of the 128 vessels in our fleet. Please also see “Item 7. Major Shareholders
and Related Party Transactions—B. Related Party Transactions.”
Basis for Statements
The International Dry Bulk Shipping Industry
Dry bulk cargo is cargo that is shipped in large quantities and can be easily stowed in a single hold with little risk of cargo damage. In 2021, based on
preliminary figures, it is estimated that approximately 5.4 billion tons of dry bulk cargo was transported by sea.
The demand for dry bulk carrier capacity is derived from the underlying demand for commodities transported in dry bulk carriers, which is influenced by various
factors such as broader macroeconomic dynamics, globalization trends, industry specific factors, geological structure of ores, political factors, and weather. The demand
for dry bulk carriers is determined by the volume and geographical distribution of seaborne dry bulk trade, which in turn is influenced by general trends in the global
economy and factors affecting demand for commodities. During the 1980s and 1990s seaborne dry bulk trade increased by 1-2% per annum. However, over the last
fifteen years, between 2007 and 2021, seaborne dry bulk trade increased at a compound annual growth rate of 3.2%, substantially influenced by the entrance of China in
the World Trade Organization. Seaborne world trade increased by 4.1% during 2021 due to strong global economic recovery supported by vaccination against COVID-19
and synchronized global economic stimulus that inflated iron ore, coal, grains and minor bulks trade, notably on long-haul routes to Asia. The global dry bulk carrier fleet
may be divided into seven categories based on a vessel’s carrying capacity. These main categories consist of:
· Newcastlemax vessels, which are vessels with carrying capacities of between 200,000 and 210,000 dwt. These vessels carry both iron ore and coal and they
represent the largest vessels able to enter the port of Newcastle in Australia. There are relatively few ports around the world with the infrastructure to
accommodate vessels of this size.
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·
·
·
Capesize vessels, which are vessels with carrying capacities of between 100,000 and 200,000 dwt. These vessels generally operate along long-haul iron ore
and coal trade routes. There are relatively few ports around the world with the infrastructure to accommodate vessels of this size.
Post-Panamax vessels, which are vessels with carrying capacities of between 90,000 and 100,000 dwt. These vessels tend to have a shallower draft and
larger beam than a standard Panamax vessel, and a higher cargo capacity. These vessels have been designed specifically for loading high cubic cargoes from
draft restricted ports, and they can traverse the Panama Canal following the completion of its latest expansion.
Panamax vessels, which are vessels with carrying capacities of between 65,000 and 90,000 dwt. These vessels carry coal, grains, and, to a lesser extent,
minor bulks, including steel products, forest products and fertilizers. Panamax vessels can pass through the Panama Canal.
· Ultramax vessels, which are vessels with carrying capacities of between 60,000 and 65,000 dwt. These vessels carry grains and minor bulks and operate
along many global trade routes. They represent the largest and most modern version of Supramax bulk carrier vessels (see below).
· Handymax vessels, which are vessels with carrying capacities of between 35,000 and 60,000 dwt. The subcategory of vessels that have a carrying capacity
of between 45,000 and 60,000 dwt are called Supramax. Handymax vessels operate along a large number of geographically dispersed global trade routes,
mainly carrying grains and minor bulks. Vessels below 60,000 dwt are sometimes built with on-board cranes enabling them to load and discharge cargo in
countries and ports with limited infrastructure.
· Handysize vessels, which are vessels with carrying capacities of up to 35,000 dwt. These vessels carry exclusively minor bulk cargo. Increasingly, these
vessels have been operating along regional trading routes. Handysize vessels are well suited for small ports with length and draft restrictions that lack the
infrastructure for cargo loading and unloading.
The supply of dry bulk carriers is dependent on the delivery of new vessels and the removal of vessels from the global fleet, either through scrapping or loss, and
the demand for dry bulk shipping is often dependent on economic conditions, and international trade. The historically low dry bulk charter rates seen in 2016 acted as a
catalyst for ship owners, who scrapped a significant number of vessels, until equilibrium between demand and supply of vessels was achieved. Based on our analysis of
industry dynamics, we believe that dry bulk charter rates will remain strong in the medium term due to historically low vessel deliveries. As of January 4, 2022, the
global dry bulk carrier order book amounted to approximately 7.0% of the existing fleet at that time, a record low number not seen in 30 years. During 2021, a total of 5.2
million dwt was scrapped, which was only a third compared to the year before as the freight market increased to 14 years high levels. Historically, from 2006 to 2021,
vessel annual demolition rate averaged 14.3 million dwt per year, with a high of 33.3 million dwt scrapped in 2012. Given the low dry bulk order book, the uncertainty on
future propulsion as a result of upcoming environmental regulations and the limited shipyard capacity, vessel supply is likely to be constrained during the next two years,
while demand for seaborne trade is expected to surpass vessel supply resulting in increased fleet utilization and elevated freight rates. While the charter market remains at
current levels, we intend to operate our vessels in the spot market under short-term time charters or voyage charters in order to benefit from the increased freight rates and
the attractiveness of our scrubber-equipped vessels.
Charter rates paid for dry bulk carriers are primarily a function of the underlying balance between vessel supply and demand, although at times other factors may
play a role. Furthermore, the pattern seen in charter rates is broadly similar across the different charter types and between the different dry bulk carrier categories.
However, because demand for larger dry bulk carriers is affected by the volume and pattern of trade in a relatively small number of commodities, charter rates (and vessel
values) of larger ships tend to be more volatile than those for smaller vessels.
In the time charter market, rates vary depending on the length of the charter period and vessel specific factors such as age, speed and fuel consumption. In the
voyage charter market, rates are also influenced by cargo size, commodity, port dues and canal transit fees, as well as delivery and redelivery regions. In general, a larger
cargo size is quoted at a lower rate per ton than a smaller cargo size. Routes with costly ports or canals generally command higher rates than routes with low port dues
and no canals to transit.
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Voyages with a load port within a region that includes ports where vessels usually discharge cargo or a discharge port within a region with ports where vessels
load cargo are generally quoted at lower rates, because such voyages generally increase vessel utilization by reducing the unloaded portion (or ballast leg) that is included
in the calculation of the return charter to a loading area.
Within the dry bulk shipping industry, the charter rate references most likely to be monitored are the freight rate indices issued by the Baltic Exchange, such as
the Baltic Dry Index (“BDI”). These references are based on actual charter rates under charters entered into by market participants, as well as daily assessments provided
to the Baltic Exchange by a panel of major shipbrokers.
The BDI declined from a high of 11,793 in May 2008 to a low of 290 in February 2016, which represents a decline of 98%. In 2021, the BDI ranged from a low
of 1,303 in February 2021, to a high of 5,650 in October 2021. As of January 4, 2022, the BDI stood at 2,285. Even though charter hire levels have increased compared to
the lows of 2016, there can be no assurance that they will increase further, and the market could decline again.
Environmental and Other Regulations in the Shipping Industry
Government laws and regulations significantly affect the ownership and operation of our fleets. We are subject to international conventions and treaties, national,
state and local laws and regulations in force in the countries where our vessels may operate or are registered, relating to safety, health and environmental protection.
Industry standards and regulations set by maritime organizations play a major role in the manner in which we conduct our business. Taking all the necessary measures
and going above and beyond compliance is the prerequisite for delivering services of the highest quality. The above include the storage, handling, emission, transportation
and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources. Compliance with such laws,
regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures.
Our company has specifically developed a recycling policy, which has been included within our Safety Management System (“SMS”) and applies to all the
managed vessels. In addition to the above, there are clearly and accurately defined measures that need to be retained as well as standards that should be achieved, which
are required, in view of the levels of excellence that our company aims for and achieves. There is a clear delegation of the monitoring and maintenance to responsible
entities (both ashore and on board) and the duties have been clarified as required. Each vessel has a ship specific plan (namely the Inventory of Hazardous Materials),
which has been reviewed and approved by the competent classification society and they have been certified for compliance with the required regulation.
Active engagement with state and regulatory authorities ensures compliance with all applicable standards and regulation. We follow and comply with state and
regulatory authority rules and regulations and have adopted and implemented all the necessary operational procedures in order to meet the requirements of those
regulations, such as Air emission compliance (NOx, SOx and CO2 reporting). We aim to provide top-quality services without neglecting to adjust for industry needs,
always maintaining high ethical standards and abiding by all applicable laws, rules, regulations and standards. We focus on creating real and long-lasting opportunities
while advocating for a balanced, sustainable approach to our business and pursuing continuous improvement of our operational capabilities.
Furthermore, we established a standardized and structured process to ensure completeness, consistency and accuracy in our monitoring and reporting process for
the World wide, EU and UK Monitoring, Reporting and Verification (MRV) trading (IMO, Data Collection System (DCS), EU & UK MRV) as well as the relevant
monitoring plans and advanced data collection, analysis, monitoring and reporting systems through our VPM system. As part of the data collection and key performance
indicators’ calculation process we use our in-house developed VPM system, which provides accurate and real time information regarding the performance of our vessels.
Additionally, with the introduction of IMO DCS,EU MRV, UK MRV, the reported CO2 emissions of our vessels are also subjected to third party verification by an
independent accredited verifier.
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A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities
(applicable national authorities such as the USCG, harbor master or equivalent), classification societies, flag state administrations (countries of registry) and charterers,
particularly terminal operators. Certain of these entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our vessels. Failure
to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels.
Apart from the above, our Company has also become certified according to the ISO 9001, 14001, 45001 and 50001 standards pertaining to compliance with
elevated quality, environmental, occupational health and safety and energy efficiency requirements, thus increasing the requirements our vessels and management
company have to comply with on various levels. In addition, RightShip, which is a voluntary compliance requirement but a highly desirable chartering verifier among top
charterers, is also demanding compliance with their standards regarding environmental acceptability based on a number of variables and factors important in the maritime
industry.
Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating
standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States
and international regulations. We ensure that the operation of our vessels is in full compliance with applicable environmental laws and regulations and that our vessels
have all material permits, licenses, certificates or other authorizations necessary for carrying out our operations. However, because such laws and regulations frequently
change and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements
on the resale value or useful lives of our vessels. In addition, a future serious marine incident that causes significant adverse environmental impact could result in
additional legislation or regulation that could negatively affect our profitability.
International Maritime Organization
The IMO has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto,
collectively referred to as MARPOL 73/78 and herein as “MARPOL”, the International Convention for the Safety of Life at Sea of 1974 (“SOLAS Convention”), and the
International Convention on Load Lines of 1966 (the “LL Convention”). MARPOL establishes environmental standards relating to oil leakage or spilling, garbage
management, sewage, air emissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged forms. MARPOL is applicable to dry
bulk, tanker and LNG carriers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage
or spilling; Annexes II and III relate to harmful substances carried in bulk in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage
management, respectively; and Annex VI, lastly, relates to air emissions. Annex VI was separately adopted by the IMO in September of 1997; new emissions standards,
titled IMO-2020, took effect on January 1, 2020.
Air Emissions
In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide
and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and
chlorofluorocarbons), emissions from shipboard incineration of specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for
special areas to be established with more stringent controls on sulfur emissions, as explained below. We ensure that all of our vessels are in full compliant in all material
respects with these regulations.
The Marine Environment Protection Committee, or “MEPC,” adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate
matter and ozone depleting substances, which entered into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things,
implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships. On October 27, 2016, at its 70th session, the MEPC agreed to
implement a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.5%) starting from January 1, 2020. This limitation can be met by using low-sulfur compliant
fuel oil, alternative fuels or certain exhaust gas cleaning systems. Ships are now required to obtain bunker delivery notes and International Air Pollution Prevention
(“IAPP”) Certificates from their flag states that specify sulfur content. Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above
0.5% sulfur on ships were adopted and took effect March 1, 2020, with the exception of vessels fitted with exhaust gas cleaning equipment (“scrubbers”) which can carry
fuel of higher sulfur content. These regulations subject ocean-going vessels to stringent emissions controls and may cause us to incur substantial costs.
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Sulfur content standards are even stricter within certain “Emission Control Areas,” or (“ECAs”). As of January 1, 2015, ships operating within an ECA were not
permitted to use fuel with sulfur content in excess of 0.1% m/m. Amended Annex VI establishes procedures for designating new ECAs. Currently, the IMO has
designated four ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area and United States Caribbean Sea area. Ocean-going
vessels in these areas will be subject to stringent emission controls and may cause us to incur additional costs. Other areas in China are subject to local regulations that
impose stricter emission controls. In December 2021, the member states of the Convention for the Protection of the Mediterranean Sea Against Pollution (“Barcelona
Convention”) agreed to support the designation of a new ECA in the Mediterranean. The group plans to submit a formal proposal to the IMO by the end of 2022 with the
goal of having the ECA implemented by 2025. If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine
diesel engines or port operations by vessels are adopted by the U.S. Environmental Protection Agency (“EPA”) or the states where we operate, compliance with these
regulations could entail significant capital expenditures or otherwise increase the costs of our operations.
Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation.
At the MEPC meeting held from March to April 2014, amendments to Annex VI were adopted which address the date on which Tier III Nitrogen Oxide (NOx) standards
in ECAs will go into effect. Under the amendments, Tier III NOx standards apply to ships that operate in the North American and U.S. Caribbean Sea ECAs designed for
the control of NOx produced by vessels with a marine diesel engine installed and constructed on or after January 1, 2016. Tier III requirements could apply to areas that
will be designated for Tier III NOx in the future. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships
built on or after January 1, 2021. For the moment, this regulation relates to new building vessels and has no retroactive application to existing fleet. The EPA promulgated
equivalent (and in some senses stricter) emissions standards in 2010. As a result of these designations or similar future designations, we may be required to incur
additional operating or other costs.
Further to the above, as of the September 1, 2020 it became mandatory to use fuel with max 0.1% Sulfur content while berthing in South Korean ports. There are
specific requirements for the berthing process, and we are diligently complying with all of them. Moreover, from January 1, 2022 onwards, it is mandatory to use fuel
with max 0.1% Sulfur content while navigating South Korea’s ECAs.
The second part of the Korean regulations have to do with speed reductions. The port areas selected will be designated as “Vessel Speed Reduction program Sea
Areas” or “VSR program Sea Areas”. Each VSR program Sea Area will span 20 nautical miles in radius, measured from a specific lighthouse in each port. Ships should
navigate no faster than a maximum speed of 12 knots for container ships and car-carriers and 10 knots for other ship types, when moving from starting point to an end
point within a VSR program Sea Area.
As determined at the MEPC 70, the new Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross
tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019. The
IMO intends to use such data as the first step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed
further below. In order to prove compliance with the above, our Company collects data, monitors the information received and is ready to report them though our VPM
system.
As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships. All ships are now required to develop and implement
Ship Energy Efficiency Management Plans (“SEEMP”), and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as
defined by the Energy Efficiency Design Index (“EEDI”). Under these measures, by 2025, all new ships built will be 30% more energy efficient than those built in 2014.
MEPC 75 adopted amendments to MARPOL Annex VI which brings forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1,
2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers.
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Additionally, MEPC 75 introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships. These
amendments introduce requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon
intensity of international shipping. The requirements include (1) a technical requirement to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index
(“EEXI”), and (2) operational carbon intensity reduction requirements, based on a new operational carbon intensity indicator (“CII”). The attained EEXI is required to be
calculated for ships of 400 gross tonnage and above, in accordance with different values set for ship types and categories. With respect to the CII, the draft amendments
would require ships of 5,000 gross tonnage to document and verify their actual annual operational CII achieved against a determined required annual operational CII.
Additionally, MEPC 75 proposed draft amendments requiring that, on or before January 1, 2023, all ships above 400 gross tonnage must have an approved SEEMP on
board. For ships above 5,000 gross tonnage, the SEEMP would need to include certain mandatory content. MEPC 75 also approved draft amendments to MARPOL
Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (“HFO”) by ships in Arctic waters on and after July 1, 2024. The draft amendments introduced at
MEPC 75 were adopted at the MEPC 76 session in June 2021 and are expected to enter into force on November 1, 2022, with the requirements for EEXI and CII
certification coming into effect from January 1, 2023. MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use
distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of Black Carbon emissions from ships
when operating in or near the Arctic.
Any vessels that will not meet this new EEXI requirement will need to adopt energy-saving/emission reducing technology, through retrofits, to reach compliant
levels. This creates a vast array of implications for the shipping industry going forward. Recycling of older ships could accelerate as the investments to comply with
regulations may be very costly. One of the most efficient ways of reducing emissions is reducing vessel speed power, this would in turn limit the supply. The Company
owns one of the most modern and fuel-efficient fleets in the industry.
Maintaining and improving our position in respect of the above creates an extremely compelling outlook for our company in the next 2-5 years.
Our company has also become certified under the ISO 50001 standard for energy efficiency, which has caused our vessels to comply with even more
requirements and to ensure that they are continuously improving their performance in order to satisfy these requirements. Compliance with ISO 50001 requires that we
continuously improve our vessels’ energy performance, energy efficiency, energy use and consumption.
The majority of our fleet is fitted with Exhaust Gas Cleaning Systems, an equipment that reduces the sulfur air emission.
We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require the
installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.
Greenhouse Gas Regulation
Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on
Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas
emissions with targets extended through 2020. International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping
emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a
non-binding commitment to reduce greenhouse gas emissions. The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which
entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. The U.S. initially entered into the agreement, but on June 1,
2017, former U.S. President Trump announced that the United States intends to withdraw from the Paris Agreement and the withdrawal became effective on November 4,
2020. On January 20, 2021, U.S. President Biden signed an executive order to rejoin the Paris Agreement, which the U.S. officially rejoined on February 19, 2021.
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At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas
emissions from ships was approved. In accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas
emissions from ships. The initial strategy identifies “levels of ambition” to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships
through implementation of further phases of the EEDI for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international
shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by
at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely. The initial strategy notes that technological innovation, alternative fuels
and/or energy sources for international shipping will be integral to achieve the overall ambition. These regulations could cause additional substantial expenses to be
incurred.
The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also
committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020. Starting in January 2018, large ships over 5,000 gross tonnage
calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information. As further discussed herein, regulations relating to the
inclusion of greenhouse gas emissions from the maritime sector in the European Union’s carbon market are also forthcoming.
In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions
from certain mobile sources and proposed regulations to limit greenhouse gas emissions from large stationary sources. However, in March 2017, former U.S. President
Trump signed an executive order to review and possibly eliminate the EPA’s plan to cut greenhouse gas emissions, and, further, in August 2019, the Administration
announced plans to weaken regulations for methane emissions. On August 13, 2020, the EPA released rules rolling back standards to control methane and volatile organic
compound emissions from new oil and gas facilities. However, U.S. President Biden recently directed the EPA to publish a proposed rule suspending, revising, or
rescinding certain of these rules. The EPA or individual U.S. states could enact environmental regulations that would affect our operations.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted
at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial
expenditures which we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may be indirectly affected to the extent
that climate change may result in sea level changes or certain weather events.
We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require the
installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.
Safety Management System Requirements
The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills. The Convention of Limitation of Liability for
Maritime Claims (the “LLMC”) sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners. We ensure that our vessels
are in full compliance with SOLAS. Owners’ compliance with LLMC requirements is covered under the Protection & Indemnity insurance.
Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (the
“ISM Code”), our operations are also subject to environmental standards and requirements. The ISM Code requires the party with operational control of a vessel to
develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions
and procedures for operating its vessels safely and describing procedures for responding to emergencies. We rely upon the safety management system that we and our
technical management team have developed for compliance with the ISM Code. The failure of a vessel owner or bareboat charterer to comply with the ISM Code may
subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain
ports. Our Company along with a number of vessels are certified under the 9001 & 14001 ISO standards, and as such, are fully compliant with the additional
requirements and restrictions that have been set. We are committed to conducting our operations
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systematically by following the requirements of the ISO 14001 striving to maintain ZERO Oil Spills and ZERO Marine and Pollution Atmospheric Incidents. Our
Company is also committed to responding timely and effectively to environmental incidents resulting from our operations, respecting the environment by emphasizing
every employee’s responsibility in environmental performance and fostering appropriate operating practices and training, managing our business with the goal of
preventing environmental incidents and controlling emissions and wastes to below harmful levels, using energy, water, materials and other natural resources as efficiently
as possible, giving particular regard to the long-term sustainability of consumable items and minimizing waste by reducing our waste generation.
The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a
vessel’s management with the ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been
awarded a document of compliance, issued by each flag state, under the ISM Code. We have obtained applicable documents of compliance for our offices and safety
management certificates for all of our vessels for which certificates are required by the IMO. The document of compliance and safety management certificate are
periodically reviewed and renewed as required.
Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must have adequate strength,
integrity and stability to minimize risk of loss or pollution. Goal-based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012, with July 1,
2016 set for application to new oil tankers and bulk carriers. The SOLAS Convention regulation II-1/3-10 on goal-based ship construction standards for bulk carriers and
oil tankers, which entered into force on January 1, 2012, requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is
placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction
Standards for Bulk Carriers and Oil Tankers (“GBS Standards”).
Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the
International Maritime Dangerous Goods Code (“IMDG Code”). Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive
material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods and
(3) new mandatory training requirements. Amendments which took effect on January 1, 2020 also reflect the latest material from the UN Recommendations on the
Transport of Dangerous Goods, including (1) new provisions regarding IMO type 9 tank, (2) new abbreviations for segregation groups, and (3) special provisions for
carriage of lithium batteries and of vehicles powered by flammable liquid or gas. The upcoming amendments, which will come into force on June 1, 2022, include (1)
addition of a definition of dosage rate, (2) additions to the list of high consequence dangerous goods, (3) new provisions for medical/clinical waste, (4) addition of various
ISO standards for gas cylinders, (5) a new handling code, and (6) changes to stowage and segregation provisions.
The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). As of February
2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and STCW generally
employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.
The IMO’s Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for Ships Operating in Polar Water (the
“Polar Code”). The Polar Code, which entered into force on January 1, 2017, covers design, construction, equipment, operational, training, search and rescue as well as
environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution
prevention as well as recommendatory provisions. The Polar Code applies to new ships constructed after January 1, 2017, and after January 1, 2018, ships constructed
before January 1, 2017 are required to meet the relevant requirements by the earlier of their first intermediate or renewal survey.
Furthermore, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity regulations for the maritime
industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. By IMO resolution, administrations are encouraged to ensure
that cyber-risk management systems must be incorporated by ship-owners and managers no later than the first annual verification of
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the Company’s Document of Compliance after 1 January 2021. In February 2021, the U.S. Coast Guard published guidance on addressing cyber risks in a vessel’s safety
management system. This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital
expenditures. The impact of future regulations is hard to predict at this time. Our Company has already taken the necessary steps to ensure data integrity and full
compliance both from the office side and on board our vessels. The company is in the process of becoming fully certified for ISO27001, with the first stage already
completed. The vessels are being monitored under the existing cyber security requirements, required by the IMO as well as the additional best practices by other entities.
Each vessel has a ship-specific cyber security plan, and its IT and OT systems have been inventoried, in order for the relevant hazards to be identified.
This ship specific plan has been developed for each vessel covering the requirements according to the updated regulations as well as additional precautions to be
maintained on multiple accounts. Detailed pieces of information have been added, pertaining to the software and cyber security on board and additional measures have
been taken to protect the integrity of our vessels. Specific policies have been developed to that effect, such as cyber-security, email usage, password, device, workstation
policies, etc. Very specific guidelines have been provided to the Masters and crew members regarding their conduct when facing the authorities and what dos and don’ts
should be adhered to, in order for the cyber requirements to be fulfilled at all times.
Pollution Control and Liability Requirements
The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such
conventions. For example, the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM
Convention”) in 2004. The BWM Convention entered into force on September 8, 2017. The BWM Convention requires ships to manage their ballast water to remove,
render harmless or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments. The BWM Convention’s
implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits,
and require all ships to carry a ballast water record book and an international ballast water management certificate.
On December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that the dates are triggered by the entry
into force date and not the dates originally in the BWM Convention. This, in effect, makes all vessels delivered before the entry into force date “existing vessels” and
allows for the installation of ballast water management systems on such vessels at the first International Oil Pollution Prevention (“IOPP”) renewal survey following
entry into force of the convention. As part of our commitment to comply with the international regulation, we are progressively installing BWTS in our fleet.
The MEPC adopted updated guidelines for approval of ballast water management systems (G8) at MEPC 70. At MEPC 71, the schedule regarding the BWM
Convention’s implementation dates was also discussed and amendments were introduced to extend the date existing vessels are subject to certain ballast water standards.
Those changes were adopted at MEPC 72. Ships over 400 gross tons generally must comply with a “D-1 standard,” requiring the exchange of ballast water only in open
seas and away from coastal waters. The “D-2 standard” specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary
depending on the IOPP renewal dates. Depending on the date of the IOPP renewal survey, existing vessels must comply with the D-2 standard on or after September 8,
2019. For most ships, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Ballast water
management systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical
characteristics of the ballast water, must be approved in accordance with IMO Guidelines (Regulation D-3). As of October 13, 2019, MEPC 72’s amendments to the
BWM Convention took effect, making the Code for Approval of Ballast Water Management Systems, which governs assessment of ballast water management systems,
mandatory rather than permissive, and formalized an implementation schedule for the D-2 standard. Under these amendments, all ships must meet the D-2 standard by
September 8, 2024. Costs of compliance with these regulations may be substantial.
We have developed and implemented the required BWTS on the majority of our fleet and are in compliance with all the applicable regulations.
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Once mid-ocean ballast exchange or ballast water treatment requirements become mandatory under the BWM Convention, the cost of compliance could increase
for ocean carriers and may have a material effect on our operations. Irrespective of the BWM convention, certain countries such as the U.S. have enforced and
implemented regional requirement related to the system certification, operation and reporting.
The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”) to impose strict liability on
ship owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges
of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the
limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the LLMC). With respect to
non-ratifying states, liability for spills or releases of oil carried as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction
where the events or damages occur.
Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. In jurisdictions, such as the United States where
the CLC or the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a
strict-liability basis. Our vessels are all currently holders of these certificates issued by the respective flag administrations, based on the evidence of coverage issued by
the respective P&I clubs.
Anti-fouling Requirements
In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the “Anti-fouling Convention.” The Anti-
fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other
sea life to the hulls of vessels. Vessels of over 400 gross tons engaged in international voyages will also be required to undergo an initial survey before the vessel is put
into service or before an International Anti-fouling System Certificate is issued for the first time; and subsequent surveys when the anti-fouling systems are altered or
replaced.
In November 2020, MEPC 75 approved draft amendments to the Anti-fouling Convention to prohibit anti-fouling systems containing cybutryne, which would
apply to ships from January 1, 2023, or, for ships already bearing such an anti-fouling system, at the next scheduled renewal of the system after that date, but no later than
60 months following the last application to the ship of such a system. In addition, the International Anti-fouling System (IAFS) Certificate has been updated to address
compliance options for anti-fouling systems to address cybutryne. Ships which are affected by this ban on cybutryne must receive an updated IAFS Certificate no later
than two years after the entry into force of these amendments. Ships which are not affected (i.e. with anti-fouling systems which do not contain cybutryne) must receive
an updated IAFS Certificate at the next Anti-fouling application to the vessel. These amendments were formally adopted at MEPC 76 in June 2021. Our fleet already
complies with this regulation.
We have obtained Anti-fouling System Certificates for all of our vessels that are subject to the Anti-fouling Convention.
Compliance Enforcement
Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in
available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The USCG and EU authorities have indicated that
vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from trading in U.S. and EU ports, respectively. As of the date of this annual
report, each of our vessels is ISM Code certified. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if
any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.
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United States Regulations
The U.S. Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil
spills. OPA affects all “owners and operators” whose vessels trade or operate within the U.S., its territories and possessions or whose vessels operate in U.S. waters,
which includes the U.S.’s territorial sea and its 200-nautical mile exclusive economic zone around the U.S. The U.S. has also enacted the Comprehensive Environmental
Response, Compensation and Liability Act (“CERCLA”), which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether
on land or at sea. OPA and CERCLA both define “owner and operator” in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Both
OPA and CERCLA impact our operations.
Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or
omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil
from their vessels, including bunkers (fuel). OPA defines these other damages broadly to include:
(i)
(ii)
injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
injury to, or economic losses resulting from, the destruction of real and personal property;
(iii)
loss of subsistence use of natural resources that are injured, destroyed or lost;
(iv)
net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;
(v)
(vi)
lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or
health hazards, and loss of subsistence use of natural resources.
OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective November 12, 2019, the USCG adjusted the
limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,200 per gross ton or $997,100 (subject to
periodic adjustment for inflation). These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety,
construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship) or a responsible party’s gross
negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law
where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii)
without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.
CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages for
injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies.
There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability under
CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or
$500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of
release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or
operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and
assistance as requested in connection with response activities where the vessel is subject to OPA.
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OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. OPA and CERCLA both require owners and
operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the
particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety
bond, qualification as a self-insurer or a guarantee. We comply and plan to comply going forward with the USCG’s financial responsibility regulations by providing
applicable certificates of financial responsibility. All of our vessels arriving at U.S. or Canadian ports are covered under a COFR – Certificate of Financial Responsibility.
The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps under OPA,
new regulations regarding offshore oil and gas drilling and a pilot inspection program for offshore facilities. However, several of these initiatives and regulations have
been or may be revised. For example, the U.S. Bureau of Safety and Environmental Enforcement’s (“BSEE”) revised Production Safety Systems Rule (“PSSR”),
effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR. Additionally, the BSEE amended the Well Control
Rule, effective July 15, 2019, which rolled back certain reforms regarding the safety of drilling operations, and former U.S. President had proposed leasing new sections
of U.S. waters to oil and gas companies for offshore drilling. Subsequently, current U.S. President Biden signed an executive order temporarily blocking new leases for
oil and gas drilling in federal waters. However, attorney generals from 13 states filed suit in March 2021 to lift the executive order, and in June 2021, a federal judge in
Louisiana granted a preliminary injunction against the Biden administration, stating that the power to pause offshore oil and gas leases “lies solely with Congress.” With
these rapid changes, compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels could impact the cost
of our operations and adversely affect our business.
OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided
they accept, at a minimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills. Many U.S.
states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a
discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law. Moreover, some states have enacted legislation providing
for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued
implementing regulations defining vessel owners’ responsibilities under these laws. The Company and its vessels that call at U.S. ports are all covered under the QI
(Qualified Individual) and engagement with Witt O’Briens and their ongoing contract with the USCG which provide us with the latest updates and legislations and are in
charge of updating our manuals pertaining to the relevant requirements. In addition, we are also covered through our contracts with the National Response Corporation
for Oil Spill Response Organization purposes and with T&T Salvage, LLC for Salvage & Marine Fire-Fighting.
We currently maintain pollution liability coverage insurance in the amount of $1.0 billion per incident for each of our vessels. If the damages from a catastrophic
spill were to exceed our insurance coverage, it could have an adverse effect on our business and results of operation.
Other United States Environmental Initiatives
The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (“CAA”) requires the EPA to promulgate standards applicable to emissions of
volatile organic compounds and other air contaminants. The CAA requires states to adopt State Implementation Plans, or “SIPs,” some of which regulate emissions
resulting from vessel loading and unloading operations which may affect our vessels.
The U.S. Clean Water Act (“CWA”) prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly-
issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs
of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the
United States” (“WOTUS”), thereby expanding federal authority under the CWA. Following litigation on the revised WOTUS rule, in December 2018, the EPA and
Department of the Army proposed a revised, limited definition of WOTUS. In 2019 and 2020, the agencies repealed the prior WOTUS Rule and promulgated the
Navigable Waters Protection Rule (“NWPR”) which significantly reduced the scope and oversight of EPA and the Department of the Army in traditionally non-navigable
waterways. On August 30, 2021, a federal district court in Arizona vacated the NWPR and directed the agencies to replace the rule. On December 7, 2021, the EPA and
the Department of the Army proposed a rule that would reinstate the pre-2015 definition, which is subject to public comment until February 7, 2022.
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The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels
to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or
otherwise restrict our vessels from entering U.S. Waters. The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of
certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018 and replaces the
2013 Vessel General Permit (“VGP”) program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge
limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of
environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S. National Invasive Species Act (“NISA”),
such as mid-ocean ballast exchange programs and installation of approved USCG technology for all vessels equipped with ballast water tanks bound for U.S. ports or
entering U.S. waters. VIDA establishes a new framework for the regulation of vessel incidental discharges under Clean Water Act (CWA), requires the EPA to develop
performance standards for those discharges within two years of enactment, and requires the U.S. Coast Guard to develop implementation, compliance and enforcement
regulations within two years of EPA’s promulgation of standards. Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment
remain in force and effect until the EPA and U.S. Coast Guard regulations are finalized. Non-military, non-recreational vessels greater than 79 feet in length must
continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports.
All of our vessels submit their NOIs/eNOIs to the USCG and their flag administration accordingly within the required timeframes. Compliance with the EPA, U.S. Coast
Guard and state regulations could require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility disposal
procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters.
European Union Regulations
In October 2009, the EU amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges,
if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding
and abetting the discharge of a polluting substance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective of their flag, but certain
exceptions apply to warships or where human safety or that of the ship is in danger. Criminal liability for pollution may result in substantial penalties or fines and
increased civil liability claims. Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs
the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over
5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses.
The EU has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age
and flag as well as the number of times the ship has been detained. The EU also adopted and extended a ban on substandard ships and enacted a minimum ban period and
a definitive ban for repeated offenses. The regulation also provided the EU with greater authority and control over classification societies, by imposing more requirements
on classification societies and providing for fines or penalty payments for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring
vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements
parallel to those in Annex VI relating to the sulfur content of marine fuels. In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at
berth in the Baltic, the North Sea and the English Channel (the so called “SOx-Emission Control Area”). As of January 2020, EU member states must also ensure that
ships in all EU waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content.
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On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon market.
On July 14, 2021, the European Parliament formally proposed its plan, which would involve gradually including the maritime sector from 2023 and phasing the sector in
over a three-year period. This will require shipowners to buy permits to cover these emissions. Contingent on negotiations and a formal approval vote, these proposed
regulations may not enter into force for another year or two.
Chinese Regulations
Our Company complies with the local Chinese regulations and requirements pertaining to the Ship Pollution Response Organization. This requires
owners/operators of (a) any ship carrying polluting and hazardous cargoes in bulk or (b) any other vessel above 10,000 gt to enter into a pollution clean-up contract with a
Maritime Safety Agency (“MSA”) approved Ship Pollution Response Organization before the vessel enters a Chinese port. We have established contractual agreements
and are cooperating with our local representatives, to provide us the best in market options at each specific port. This practically applies to all the managed vessel within
our fleets and means that we are getting high-quality service on a case by case basis, always obtaining the best price versus quality result that could be procured.
International Labor Organization
The International Labor Organization (the “ILO”) is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006 (“MLC 2006”). A
Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for all ships that are 500 gross tonnage
or over and are either engaged in international voyages or flying the flag of a Member and operating from a port, or between ports, in another country. All of our vessels
have been awarded an MLC certificate following the relevant MLC inspection carried out on board and they have been approved for DMLC Part II by the ROs/flag
administration in compliance with the requirements set out in the DMLC Part I issued by the respective flag administrations accordingly.
Vessel Security Regulations
Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the U.S.
Maritime Transportation Security Act of 2002 (“MTSA”). To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of
certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are
regulated by the EPA.
Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the
International Ship and Port Facility Security Code (“the ISPS Code”). The ISPS Code is designed to enhance the security of ports and ships against terrorism. To trade
internationally, a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state. Ships
operating without a valid certificate may be detained, expelled from or refused entry at port until they obtain an ISSC. The various requirements, some of which are found
in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-
related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status;
on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; the development of vessel security plans; ship
identification number to be permanently marked on a vessel’s hull; a continuous synopsis record kept onboard showing a vessel’s history including the name of the ship,
the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is
registered and the name of the registered owner(s) and their registered address; and compliance with flag state security certification requirements.
The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures,
provided such vessels have on board a valid ISSC that attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code.
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All of our vessels are already fully compliant with the ISPS code and have the International Ship Security Certificate (ISSC). Each vessel also has its own SSP
(Ship Security Plan) which has been reviewed and approved by the RO/flag administration accordingly. In addition to the above, the company has also chosen to comply
with BMP5 standard as best management practices and also provides additional security equipment (and armed guards, where required) on board whenever our vessels
pass through areas of voluntary reporting or where there is high risk of piracy. Future security measures could also have a significant financial impact on us.
The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia,
including the Gulf of Aden and Arabian Sea area. Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security
measures, and the risk of uninsured losses could significantly affect our business. Costs are incurred in taking additional security measures in accordance with Best
Management Practices to Deter Piracy, notably those contained in the BMP5 industry standard.
Inspection by Flag administration and Classification Societies
The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society
certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. Most insurance
underwriters make it a condition for insurance coverage and lending that a vessel be certified “in class” by a classification society which is a member of the International
Association of Classification Societies, the IACS. The IACS has adopted harmonized Common Structural Rules, or “the Rules,” which apply to oil tankers and bulk
carriers contracted for construction on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. All of our vessels are certified as
being “in class” by all the applicable Classification Societies (e.g., Bureau Veritas, NKK, DNV-GL, American Bureau of Shipping, Lloyd’s Register of Shipping). Their
respective Classification certificates have been issued by the vessel’s classification society following the initial survey carried out on board.
A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a vessel’s machinery may be on a
continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel is also required to be drydocked every 30 to 36
months for inspection of the underwater parts of the vessel. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or
special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain
covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our
financial condition and results of operations.
Risk of Loss and Liability Insurance
General
The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business
interruption due to political circumstances in foreign countries, piracy incidents, hostilities and labor strikes. In addition, there is always an inherent possibility of marine
disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes
virtually unlimited liability upon shipowners, operators and bareboat charterers of any vessel trading in the exclusive economic zone of the United States for certain oil
pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market. We carry
insurance coverage as customary in the shipping industry. However, not all risks can be insured, specific claims may be rejected, and we might not be always able to
obtain adequate insurance coverage at reasonable rates.
Hull and Machinery Insurance
We procure hull and machinery insurance, protection and indemnity insurance, which includes environmental damage and pollution insurance and war risk
insurance and freight, demurrage and defense insurance for our fleet. We generally do not maintain insurance against loss of hire (except for certain charters for which we
consider it appropriate), which covers business interruptions that result in the loss of use of a vessel.
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Protection and Indemnity Insurance
Protection and indemnity insurance is provided by mutual protection and indemnity associations, or “P&I Associations,” and covers our third-party liabilities in
connection with our shipping activities. This includes third-party liability and other related expenses of injury or death of crew, passengers and other third parties, loss or
damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances and salvage, towing
and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity
mutual associations, or “clubs.”
Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. The 13 P&I Associations that comprise the
International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. The
International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of US$ 10 million up to, currently, approximately US$ 8.2
billion. As a member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on our claim records
as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International
Group.
Ensuring compliance with environmental regulations
Other aspects of our environmental compliance include:
·
·
Refrigerant Allowance: We have banned all the types of refrigerants that significantly affect the ozone layer such as R22 in order to reduce the Global
Warming Potential (GWP). Additionally, during possible maintenance activities both in our offices and on vessels, we use eco-friendly refrigerants that do
not affect the ozone layer such as R407 and R404. In compliance with EU 517/2014 regulation, stipulating restriction to the use of refrigerants exceeding
GWP of 2500, we are using eco-friendly refrigerants in 30% of our fleet and we expect that 100% of our fleet will have installed eco-friendly refrigerants
within the next 5 years.
Biodegradable Lubricants: We are using these types of biodegradable lubricants proactively in the majority of our fleet regardless of their destination.
Biodegradable lubricants are eco-friendly lubricants which are mandatory for vessels that transport cargo or have the United States as destination ports.
· We had proactively taken immediate steps to comply in 2019 with certain provisions of EU regulation (1257/2013 on Ship recycling) that took effect on
December 31, 2020. The regulation refers to vessel recycling activities and the identification and monitoring of hazardous materials, including:
o Asbestos.
o
PCBs.
o Ozone depleting substances.
o
PFOS.
o Anti-fouling systems containing organotin compounds as a biocide.
We are also in the process of replacing Freon onboard. Our entire fleet complies with Hazardous Material regulation.
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Dry-BMS (RightShip Standards)
This program is designed to allow ship managers to measure their SMS against agreed industry standards, with the aim of improving fleet performance and risk
management. This will ensure that policies align with the industry’s best practice to both advance our vessels’ performance and attain high standards of health, safety,
security and pollution prevention.
The draft guidelines focus on 30 areas of management practice across the four most serious risk areas faced in vessel operations: performance, people, plant and
process. This grades the excellence of a company’s SMS against measurable expectations and targets without involving the burdens of excessive inspections. This
standard is not meant to replace any pre-existing system or rule but rather to enhance their existing application and raise the levels of excellence achieved. The minimum
benefits of this venture would a) cover all relevant ship management issues in one document, b) be relevant to the entire dry bulk shipping industry worldwide, c)
complement other statutory requirements and industry guidance and d) be frequently evaluated to drive continuous improvement across the management companies on an
international level.
C. Organizational structure
As of December 31, 2021, we are the sole owner of all of the outstanding shares of the subsidiaries listed in Note 1 of our consolidated financial statements
under “Item 18. Financial Statements.”
D. Property, plant and equipment
We do not own any real property. Our interests in the vessels in our fleet are our only material properties. See “Item 4. Information on the Company—B.
Business Overview—General.”
Item 4A.
Unresolved Staff Comments
None.
Item 5.
Operating and Financial Review and Prospects
Overview
The following management’s discussion and analysis of financial condition and results of operations should be read in conjunction with “Item 4. Business
Overview” and our historical consolidated financial statements and accompanying notes included elsewhere in this annual report. This discussion contains forward-
looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in
these forward-looking statements as a result of certain factors, such as those set forth in “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report.
We are an international shipping company with extensive operational experience that owns and operates a fleet of dry bulk carrier vessels. Our vessels transport
a broad range of major and minor bulk commodities, including ores, coal, grains and fertilizers, along worldwide shipping routes.
A. Operating Results
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.
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Key Performance Indicators
Our business consists primarily of:
·
employment and operation of dry bulk vessels constituting our operating fleet; and
· management of the financial, general and administrative elements involved in the conduct of our business and ownership of dry bulk vessels constituting our
operating fleet.
The employment and operation of our vessels require the following main components:
·
·
·
·
·
·
·
·
·
·
·
·
·
vessel maintenance and repair;
crew selection and training;
vessel spares and stores supply;
contingency response planning;
onboard safety procedures auditing;
accounting;
vessel insurance arrangement;
vessel chartering;
vessel security training and security response plans pursuant to the requirements of the ISPS Code;
obtaining ISM Code certification and audits for each vessel within the six months of taking over a vessel;
vessel hire management;
vessel surveying; and
vessel performance monitoring.
The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires the following
main components:
· management of our financial resources, including banking relationships (i.e., administration of bank loans and bank accounts);
· management of our accounting system and records and financial reporting;
·
administration of the legal and regulatory requirements affecting our business and assets; and
· management of the relationships with our service providers and customers.
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The principal factors that affect our profitability, cash flows and shareholders’ return on investment include:
·
·
·
·
·
·
·
charter rates and duration of our charters;
age, condition and specifications of our vessels
levels of vessel operating expenses;
depreciation and amortization expenses;
fuel costs;
financing costs; and
fluctuations in foreign exchange rates.
We believe that the important measures for analyzing trends in the results of operations consist of the following:
·
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 part of our owned fleet during the period divided by the number of calendar days in that period.
· Ownership days are the total number of 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.
·
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 years ended December 31, 2020 and 2021 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.
·
Charter-in days are the total days that we charter-in vessels not owned by us.
·
Time charter equivalent rate. Represents the weighted average daily TCE rates of our operating fleet (including owned fleet and fleet under charter-in
arrangements) (please refer below for its detailed calculation).
· Daily operating expenses: Average daily operating expenses per vessel are calculated by dividing vessel operating expenses by Ownership days.
The table below summarizes our recent financial information. We refer you to the notes to our consolidated financial statements for a discussion of the basis on
which our consolidated financial statements are presented. The information provided below should be read in conjunction with “Item 5. Operating and Financial Review
and Prospects” and the consolidated financial statements, related notes and other financial information included herein.
The historical results included below and elsewhere in this document are not necessarily indicative of the future performance of Star Bulk.
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CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands of U.S. Dollars, except per share and share data)
Voyage revenues
Voyage expenses
Charter-in hire expenses
Vessel operating expenses
Dry docking expenses
Depreciation
Management fees
General and administrative expenses
Provision for doubtful debts
(Gain)/ Loss on forward freight agreements and bunker swaps,
net
Impairment loss
Other operational loss
Other operational gain
(Gain)/Loss on time charter agreement termination
(Gain) / Loss on sale of vessels
Operating income / (loss)
Interest and finance costs
Interest and other income / (loss)
Gain / (loss) on interest rate swaps, net
Loss on debt extinguishment
Total other expenses, net
Income/ (Loss) before taxes and equity in income of investee
Income taxes
Income / (Loss) before equity in income of investee
Equity in income of investee
Net income / (loss)
Earnings / (loss) per share, basic
Earnings / (loss) per share, diluted
2017
2018
2019
2020
2021
331,976
651,561
821,365
693,241
1,427,423
64,682
5,325
101,428
4,262
82,623
7,543
30,955
—
841
—
989
(2,918)
—
(2,598)
293,132
38,844
(50,458)
2,997
246
(1,257)
(48,472)
(9,628)
(236)
(9,864)
93
(9,771)
(0.16)
(0.16)
121,596
92,896
128,872
8,970
102,852
11,321
33,972
722
447
17,784
191
—
—
—
519,623
131,938
(73,715)
1,866
707
(2,383)
(73,525)
58,413
(61)
58,352
45
58,397
0.76
0.76
222,962
126,813
160,062
57,444
124,280
17,500
34,819
1,607
(4,411)
3,411
110
(2,423)
—
5,493
747,667
73,698
(87,617)
1,299
—
(3,526)
(89,844)
(16,146)
(109)
(16,255)
54
(16,201)
(0.17)
(0.17)
200,058
32,055
178,543
23,519
142,293
18,405
31,881
373
(16,156)
—
1,513
(3,231)
—
—
609,253
83,988
(69,555)
267
—
(4,924)
(74,212)
9,776
(152)
9,624
36
9,660
0.10
0.10
226,111
14,565
208,661
30,986
152,640
19,489
39,500
629
(3,564)
—
2,214
(2,110)
(1,102)
—
688,019
739,404
(56,036)
315
—
(3,257)
(58,978)
680,426
(16)
680,410
120
680,530
6.73
6.71
Weighted average number of shares outstanding, basic
63,034,394
77,061,227
93,735,549
96,128,173
101,183,829
Weighted average number of shares outstanding, diluted
63,034,394
77,326,111
93,735,549
96,281,389
101,479,072
CONSOLIDATED BALANCE SHEET AND OTHER FINANCIAL DATA
(In thousands of U.S. Dollars, except per share data)
Cash and cash equivalents
Current Assets
Advances for vessels under construction and acquisition of
vessels
Vessels and other fixed assets, net
Total assets
Current liabilities (including current portion of long-term bank
2017
2018
2019
2020
257,911
312,626
48,574
1,775,081
2,145,764
204,921
298,836
59,900
2,656,108
3,022,137
117,819
266,042
—
2,965,527
3,238,671
183,211
307,411
—
2,877,119
3,191,793
2021
450,285
682,924
—
3,013,038
3,754,719
loans and short-term lease financing)
219,274
222,717
310,931
266,432
290,796
Total long-term bank loans including long term lease financing,
excluding current portion, net of unamortized loan and lease
issuance costs
789,878
1,226,744
1,330,420
1,321,116
1,334,593
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8.00% 2019 Notes and 8.30% 2022 Notes, net of unamortized
notes issuance costs
Common shares
Total Shareholders’ equity
Total liabilities and shareholders’ equity
OTHER FINANCIAL DATA
48,000
642
1,088,052
2,145,764
48,410
926
1,520,045
3,022,137
Dividends declared (nil, nil, $0.05, $0.05 and $2.25)
—
—
Net cash provided by/(used in) operating activities
82,804
169,009
48,821
961
1,544,040
3,238,671
4,804
88,525
49,232
971
1,549,527
3,191,793
—
1,023
2,080,018
3,754,719
4,804
230,473
170,552
767,071
Net cash provided by/(used in) investing activities
(127,101)
(325,327)
(279,837)
(66,334)
(121,263)
Net cash provided by/(used in) financing activities
FLEET DATA
Average number of vessels
Total ownership days for fleet
Total available days for fleet
Charter-in days for fleet
AVERAGE DAILY RESULTS
(In U.S. Dollars)
Time charter equivalent
Vessel operating expenses
_______________
Time Charter Equivalent Rate (TCE rate)
122,035
69.6
25,387
25,272
428
10,366
3,995
96,695
87.7
32,001
31,614
5,089
13,796
4,027
103,697
(34,949)
(368,068)
112.1
40,915
36,403
6,843
13,027
3,912
116.0
42,456
40,274
1,414
11,789
4,205
125.4
45,759
44,059
571
26,978
4,560
Time charter equivalent rate (the “TCE 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 voyage revenues (net of voyage expenses, charter-in hire expense, amortization of fair value of above/below-market acquired time charter agreements and
provision for onerous contracts, if any, as well as adjusted for the impact of realized gain/(loss) on forward freight agreements (“FFAs”) and bunker swaps) by 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.
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 rate may not necessarily be comparable to TCE rates of other companies due to differences in methods of calculation. The above reported
TCE rates for the year ended December 31, 2017 were calculated excluding Star Logistics. We have excluded the revenues and expenses of Star Logistics because it was
formed in October 2017, and its revenues and expenses had not yet normalized in that period, which obscure material trends of our TCE rates. As a result, we believe it is
more informative to our investors to present the TCE rates excluding the revenues and expenses of Star Logistics for that period (December 31, 2017). The revenues and
expenses of Star Logistics normalized in the years ended December 31, 2018 and 2019 and are included for purposes of calculating the TCE rate. In 2020, we terminated
our Geneva-based commercial activities and have established a new wholly-owned subsidiary based in Singapore under the name Star Bulk (Singapore) Pte. Ltd. (or
“Star Bulk Singapore”), aiming to expand our commercial capability and access to charterers and cargoes in Asia. We include TCE rate, a non-GAAP measure, as it
provides additional meaningful information in conjunction with voyage revenues, the most directly comparable GAAP measure, and it assists our management in making
decisions regarding the deployment and use of our operating vessels and assists investors and our management in evaluating our financial performance.
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The following table reflects the calculation and reconciliation of TCE rate to voyage revenues as reflected in the consolidated statement of operations:
(In thousands of U.S. Dollars, except for TCE rates)
Voyage revenues
Less:
Voyage expenses
Charter-in hire expenses
Realized gain/(loss) on FFAs/bunker swaps
Amortization of fair value of below/above market acquired time charter agreements
Time charter equivalent revenues
Available days
Daily Time Charter Equivalent Rate (“TCE”)
Voyage Revenues
Year ended
December 31,
2019
Year ended
December 31,
2020
Year ended
December 31,
2021
$ 821,365
$ 693,241
$1,427,423
(222,962)
(126,813)
4,657
(2,013)
$ 474,234
(200,058)
(32,055)
14,861
(1,184)
$ 474,805
(226,111)
(14,565)
2,056
(187)
$ 1,188,616
36,403
40,274
44,059
$ 13,027
$ 11,789
$ 26,978
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 vessel 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.
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Vessel Operating Expenses
Vessel operating expenses include crew wages and related costs, the cost of insurance and vessel registry, expenses relating to repairs and maintenance, the cost
of spares and consumable stores, tonnage taxes, regulatory fees, vessel scrubbers and BWTS maintenance expenses, lubricants and other miscellaneous expenses. Other
factors beyond our control, some of which may affect the shipping industry in general, including for instance developments relating to market prices for crew wages,
lubricants and insurance, may also cause these expenses to increase.
Dry Docking Expenses
Dry docking expenses relate to regularly scheduled intermediate survey or special survey dry docking necessary to preserve the quality of our vessels as well as
to comply with international shipping standards and environmental laws and regulations. Dry docking expenses can vary according to the age of the vessel and its
condition, the location where the dry docking takes place, shipyard availability and the number of days the vessel is under dry dock. We utilize the direct expense method,
under which we expense all dry-docking costs as incurred.
Depreciation
We depreciate our vessels on a straight-line basis over their estimated useful lives, which is determined to be 25 years from the date of their initial delivery from
the shipyard. Depreciation is calculated based on a vessel’s cost less the estimated residual value.
General and Administrative Expenses
We incur general and administrative expenses, including our onshore personnel related expenses, directors’ and executives’ compensation, share based
compensation, legal, consulting, audit and accounting expenses.
Management Fees
Management fees include fees paid to third parties as well as related parties providing certain procurement services to our fleet.
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.
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.
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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. Freight options are treated
as assets/liabilities until they are settled. Any such settlements by us or settlements to us under FFAs 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 Income
We earn interest income on our cash deposits with our lenders and other financial institutions.
Foreign Exchange Fluctuations
Please see “Item 11. Quantitative and Qualitative Disclosures about Market Risk.”
Year ended December 31, 2021 compared to the year ended December 31, 2020
Voyage revenues net of Voyage expenses: Voyage revenues for the year ended December 31, 2021 increased to $1,427.4 million from $693.2 million for the
year ended December 31, 2020 primarily as a result of the strong market conditions in charter rates prevailing during the year of 2021. In particular, the strong global
growth and increased infrastructure spending has led to a healthy rise in demand for commodities which combined with a historically low orderbook and port delays and
congestion created favorable dynamics for our industry. As a result, the TCE rate for the year ended December 31, 2021 was $26,978 compared to $11,789 for the year
ended December 31, 2020.
Charter-in hire expenses: Charter-in hire expenses for the years ended December 31, 2021 and 2020 were $14.6 million and $32.1 million, respectively. The
decrease is due to the significant reduction in charter-in days which totaled 571 in the year ended December 31, 2021 compared to 1,414 in the same period in 2020.
Operating expenses: For the years ended December 31, 2021 and 2020, vessel operating expenses were $208.7 million and $178.5 million, respectively. This
increase was primarily due to the increase in the average number of vessels to 125.4 from 116.0 and to additional crew expenses incurred related to the increased number
and cost of crew changes performed, as a result of COVID-19 restrictions imposed since the beginning of 2020, estimated to be $8.4 million in 2021 compared to $3.5
million in 2020. In addition, vessel operating expenses for the year ended December 31, 2021 also included maintenance expenses for vessel scrubbers and BWTS of $4.2
million compared to $3.4 million in 2020. Lastly, vessel operating expenses for the year ended December 31, 2021 included $3.1 million pre-delivery and pre-joining
expenses incurred in connection with the latest delivered vessels compared to nil in 2020.
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Dry docking expenses: Dry docking expenses for the year ended December 31, 2021, were $31.0 million corresponding to 30 of our vessels that underwent their
periodic dry docking surveys. Dry docking expenses for the year ended December 31, 2020 were $23.5 million corresponding to 26 of our vessels that underwent their
periodic dry docking surveys.
Depreciation: For the years ended December 31, 2021 and 2020, depreciation expense increased to $152.6 million from $142.3 million due to the increase in the
average number of vessels.
General and administrative expenses and Management fees: General and administrative expenses for the years ended December 31, 2021 and 2020 were $39.5
million and $31.9 million, respectively. The increase is mainly attributable to the increase in the share-based compensation expense to $10.3 million from $4.6 million.
Management fees for the years ended December 31, 2021 and 2020 were $19.5 million and $18.4 million, respectively.
(Gain)/Loss on forward freight agreements and bunker swaps, net: For the year ended December 31, 2021, we incurred a net gain on forward freight
agreements and bunker swaps of $3.6 million, consisting of unrealized gain of $1.5 million and realized gain of $2.1 million. For the year ended December 31, 2020, we
incurred a net gain on forward freight agreements and bunker swaps of $16.2 million, consisting of unrealized gain of $1.3 million and realized gain of $14.9 million.
Interest and finance costs net of interest and other income/ (loss): Interest and finance costs net of interest and other income/(loss) for the years ended
December 31, 2021 and 2020 were $55.7 million and $69.3 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,
which also result in lower weighted average outstanding debt balance during the corresponding periods, the interest rate swap agreements that we entered into in 2020
and 2021 and the lower LIBOR rates that prevailed during 2021 compared to 2020.
Loss on debt extinguishment: For the year ended December 31, 2021, loss on debt extinguishment was $3.3 million which primarily consists of $3.6 million
written off unamortized debt issuance costs following the refinancing agreements entered into during the year. For the year ended December 31, 2020, loss on debt
extinguishment was $4.9 million and comprised of: (a) $3.7 million in connection with the write-off of unamortized debt issuance costs following the refinancing
agreements entered into during the year and (b) $1.2 million in connection with prepayment fees for facilities refinanced or repaid as a result of the sale of mortgaged
vessels.
Year ended December 31, 2020 compared to the year ended December 31, 2019
For a discussion of the year ended December 31, 2020 compared to the year ended December 31, 2019, please refer to “Item 5. Operating and Financial Review
and Prospects” in our Annual Report on Form 20-F, as amended, for the year ended December 31, 2020, or our “2020 20-F”.
Recent Accounting Pronouncements
For recent accounting pronouncements see Note 2 to our consolidated financial statements.
B. 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 to 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
from new debt and refinancings as well as equity financings.
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Our medium- and long-term liquidity requirements are funding the equity portion of our newbuilding vessel installments and secondhand vessel acquisitions, if
any, 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 financing, sale and lease back arrangements, equity
issuances and vessel sales. Please also refer to Note 14 to our audited consolidated financial statements included in this annual report for further discussion on our
commitments as of December 31, 2021.
As of February 16, 2022, we had total cash of $593.7 million and $1,532.5 million of outstanding borrowings (including bareboat lease financing). In addition,
following a number of interest rates swaps that we entered into during the years ended December 31, 2020 and 2021, we have converted a total of $841.4 million of such
debt from floating to an average fixed rate of 45 bps with average maturity of 2.1 years. We believe that our current cash balance, and our operating cash flows to be
generated over the short-term period will be sufficient to meet our 2022 liquidity needs and at least through the end of the first quarter of 2023, including funding the
operations of our fleet, capital expenditure requirements and any other present financial requirements. However, we may seek additional indebtedness to finance future
vessel acquisitions in order to maintain our cash position or to refinance our existing debt in 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. Our business is capital-intensive and its future success will depend on our ability to maintain a high-quality fleet
through the acquisition of newer dry bulk carriers and the selective sale of older dry bulk carriers. These acquisitions will be principally subject to management’s
expectation of future market conditions as well as our ability to acquire dry bulk carriers on favorable terms. However our ability to obtain bank or lease financing, to
refinance our existing debt or to access the capital markets for offerings in the future, may be limited by our financial condition at the time of any such financing or
offering, including the market value of our fleet, as well as by adverse market conditions resulting from, among other things, general economic conditions, weakness in
the financial and equity markets and contingencies and uncertainties, that are beyond our control.
On March 11, 2020, the World Health Organization declared the Covid-19 outbreak a pandemic. In response to the outbreak, many countries, ports and
organizations, including those where we conduct a large part of our operations, have implemented measures to combat the outbreak, such as quarantines and travel
restrictions. These measures have resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets. There continues to
be a high level of uncertainty relating to how the pandemic will evolve, including the new Omicron variant of COVID-19, which appears to be the most transmissible
variant to date, the availability of vaccines and their global deployment, the development of effective treatments, the imposition of effective public safety and other
protective measures and the public's and government's responses to such measures. At present, it is not possible to ascertain any future impact of COVID-19 on the
Company’s operational and financial performance, which may take some time to materialize and may not be fully reflected in the Company’s results for 2020 and 2021.
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. However, an increase in the severity or duration or a resurgence
of the Covid-19 pandemic and any significant disruption of wide-scale vaccine distribution could have a material adverse effect on the Company’s business, results of
operations, cash flows, financial condition, the carrying value of the Company’s assets, the fair values of the Company’s vessels, and the Company’s ability to pay
dividends.
Cash Flows
Cash and cash equivalents as of December 31, 2021 were $450.3 million, compared to $183.2 million as of December 31, 2020. We define working capital as
current assets minus current liabilities, including the current portion of long-term bank loans and lease financing. Our working capital surplus as of December 31, 2021
and 2020 was $392.1 million and $41.0 million, respectively. The increase in working capital surplus is primarily attributable to the significantly improved market
conditions.
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As of December 31, 2021 and 2020, we were required to maintain minimum liquidity, not legally restricted, of $64.0 million and $58.0 million, respectively,
which is included within “Cash and cash equivalents” in the 2021 and 2020 balance sheets, respectively. In addition, as of December 31, 2021 and 2020, we were
required to maintain minimum liquidity, legally restricted, of $23.0 million and of $12.3 million, respectively, which is included within “Restricted cash” in the 2021 and
2020 balance sheets, respectively.
Year ended December 31, 2021 compared to the year ended December 31, 2020
Net Cash Provided By / (Used In) Operating Activities
Net cash provided by operating activities for the twelve months ended December 31, 2021 and 2020 was $767.1 million and $170.6 million, respectively. The
increase is primarily attributable to the increase in our operating income (excluding non-cash items) following the significantly improved market conditions that prevailed
in 2021 compared to 2020 and the lower net interest expense following the refinancing of certain of our debt agreements, the interest rate swap agreements that we
entered into during 2020 and 2021 and the lower LIBOR rates during the year ended December 31, 2021 compared to the same period in 2020.
Net Cash Provided By / (Used In) Investing Activities
Net cash used in investing activities for the year ended December 31, 2021 and 2020 was $121.3 million and $66.3 million, respectively. The increase was
primarily attributable to cash paid in 2021 in connection with the acquisition of vessels as opposed to no vessel acquisitions in 2020, which increase was partly offset by
lower capital expenditures for BWTS and scrubbers paid in 2021 compared to relevant payments in 2020.
Net Cash Provided By / (Used In) Financing Activities
Net cash used in financing activities for the year ended December 31, 2021 was $368.1 million and net cash provided by financing activities was $34.9 million
for the year ended December 31, 2020. The increase was primarily driven by higher debt repayments and prepayments compared to debt proceeds in 2021 as compared to
2020 as well as the higher dividend payments made in 2021 compared to the corresponding period in 2020.
Year ended December 31, 2020 compared to the year ended December 31, 2019
For a discussion of the year ended December 31, 2020 compared to the year ended December 31, 2019, please refer to “Item 5. Operating and Financial Review
and Prospects” in our 2020 20-F.
Senior Secured Credit Facilities
1. NBG $30.0 million Facility
On April 19, 2018, we entered into a loan agreement with the National Bank of Greece (the “NBG $30.0 million Facility”) for the refinancing of the then
existing agreement with Commerzbank AG (the “Commerzbank $120.0 million Facility”). On May 3, 2018, we drew $30.0 million under the NBG $30.0 million Facility,
which we used along with cash on hand to fully repay the $34.7 million outstanding under the Commerzbank $120.0 million Facility. The NBG $30.0 million Facility
was set to mature in February 2023. During 2019, we prepaid $16.3 million in connection with the sale of four vessels under the NBG $30.0 million Facility and the
quarterly installments were amended to $0.4 million and the final balloon payment, which is payable together with the last installment, was amended to $4.5 million. In
2021 we fully repaid this facility through own funds. Prior to its repayment the NBG $30.0 million Facility was secured by a first priority mortgage on the vessels Star
Theta and Star Iris.
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2. Credit Agricole $43.0 million Facility
On August 21, 2018, we entered into a loan agreement with Credit Agricole Corporate and Investment Bank (the “Credit Agricole $43.0 million Facility”) for a
loan of $43.0 million to refinance the outstanding amount of $44.1 million under the then existing agreement with Credit Agricole Corporate and Investment Bank (the
“Credit Agricole $70.0 million Facility). The facility was secured by the vessels Star Borealis and Star Polaris. The Credit Agricole $43.0 million Facility was drawn on
August 23, 2018 in two equal tranches, each being repayable in 20 equal quarterly installments of $0.6 million and a balloon payment of $9.0 million payable together
with the last installment. The Credit Agricole $43.0 million Facility was refinanced in 2021 using part of the funds received under the DNB $107.5 million Facility, as
described below. Prior to its repayment the loan was secured by a first priority mortgage on the two aforementioned vessels.
3. HSBC $80.0 million Facility
On September 26, 2018, we entered into a loan agreement with HSBC Bank plc for a loan of $80.0 million (the “HSBC $80.0 million Facility”) to refinance the
aggregate outstanding amount of $74.7 million under the then existing agreement with HSH Nordbank (the “HSH Nordbank $64.5 million Facility”) and with HSBC
Bank plc (the “HSBC $86.6 million Facility”). The amount of $80.0 million was drawn on September 28, 2018. During 2019, an amount of $7.5 million was prepaid in
connection with the sale of two vessels under the HSBC $80.0 million Facility and the quarterly installments were amended to $2.1 million and the final balloon payment,
which is payable together with the last installment in August 2023, was amended to $29.1 million. As of December 31, 2021, the facility is secured by the
vessels Kymopolia, Mercurial Virgo, Pendulum, Amami, Madredeus, Star Emily, Star Omicron, and Star Zeta.
4. DNB $310.0 million Facility
On September 27, 2018, we entered into a loan agreement with DNB Bank ASA (the “DNB $310.0 million Facility”) for a loan of $310.0 million, a tranche of
$240.0 million of which refinanced all amounts outstanding under a (i) ABN AMRO (the “ABN $87.5 million Facility”), (ii) DNB, SEB and CEXIM (the “DNB-SEB-
CEXIM $227.5 million Facility”), (iii) DNB (the “DNB $120.0 million Facility”), (iv) Deutsche Bank AG (the “Deutsche Bank AG $39.0 million Facility”) and (v) ABN
AMRO Bank N.V. (the “ABN AMRO Bank N.V $30.8 million Facility”). The $240.0 million tranche was drawn down on September 28, 2018. During 2019 and 2020,
an aggregate amount of $51.2 million and $18.8 million, respectively, was drawn from the second tranche of $70.0 million, which was used to finance the acquisition and
installation of scrubber equipment for the mortgaged vessels under the DNB $310.0 million Facility. The DNB $310.0 million Facility was set to mature in September
2023. During 2020, an amount of $131.1 million, in aggregate, from both tranches, was prepaid, in connection with the refinancing of the vessels Star Sirius, Star Vega,
Gargantua, Goliath, Maharaj, Diva, Star Charis, Star Suzanna and Star Gina 2GR with proceeds received from the sale and lease back transactions with China
Merchants Bank Leasing or (“CMBL”) and ICBC Financial Leasing Co., Ltd. and from the CEXIM $57.6 million Facility, as further described below. The quarterly
installments of the first tranche were amended to $4.0 million and the final balloon payment, which is payable together with the last installment, was amended to $30.2
million. The quarterly installments of the second tranche were amended to $1.8 million, and the final balloon payment, which is payable together with the last installment,
was amended to $10.7 million. The DNB $310.0 million Facility was repaid in 2021 in connection with a drawdown of $125.0 million under the NBG $125.0 million
Facility, as described below. Prior to its repayment, the DNB $310,000 Facility was secured by a first priority mortgage on the vessels Big Bang, Strange Attractor, Big
Fish, Pantagruel, Star Nasia, Star Danai, Star Renee, Star Markella, Star Laura, Star Moira, Star Jennifer, Star Mariella, Star Helena, Star Maria, Star Triumph, Star
Angelina and Star Gwyneth.
5. Citibank $130.0 million Facility
On October 18, 2018, we entered into a loan agreement with Citibank N.A., London Branch (the “Citi $130.0 million Facility”) for a loan of approximately
$130.0 million to refinance in full the approximately $100.1 million outstanding under the then existing facility with Citibank, N.A., London Branch (“Citi Facility) and
the existing indebtedness of five of the Augustea Vessels. The amount under Citi $130.0 million Facility was available in two equal tranches of $65.0 million, which were
drawn on October 23, 2018 and November 5, 2018. Each tranche is repayable in 20 equal quarterly installments of $1.83 million, commencing in January 2019, and a
balloon payment along with the last installment in an amount of $28.5 million. The Citi $130.0 million Facility was repaid in 2021 in connection with a drawdown of
$97.1 million under the ABN AMRO $97.1 million Facility, as described below. Prior to its repayment the facility was secured by a first priority mortgage on the
vessels Star Pauline, Star Angie, Star Sophia, Star Georgia, Star Kamila and Star Nina and five of the Augustea Vessels, Star Eva, Star Paola, Star Aphrodite, Star
Lydia and Star Nicole.
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6. ABN $115.0 million Facility
On December 17, 2018, we entered into a loan agreement with ABN AMRO BANK (the “ABN $115.0 million Facility”), for an amount of up to $115.0 million
available in four tranches. The first and the second tranche of $69.5 million and $7.9 million, respectively, were drawn on December 20, 2018. The first tranche was used
to refinance the then existing indebtedness of the vessels Star Virginia, Star Scarlett, Star Jeannette and Star Audrey and the second tranche was used to partially finance
the acquisition cost of the Star Bright. The first and the second tranche are repayable in 20 equal quarterly installments of $1.7 million and $0.3 million respectively, and
balloon payments are due in December 2023 along with the last installment in an amount of $35.4 million and $2.3 million, respectively. The remaining two tranches of
$17.9 million each were drawn in January 2019 and were used to partially finance the acquisition cost of the Star Marianne and Star Janni. Each of the third and the
fourth tranche is repayable in 19 equal quarterly installments of $0.7 million and balloon payment due in December 2023 along with the last installment in an amount of
$5.1 million. The loan is secured by a first priority mortgage on the aforementioned vessels.
7. BNP Facility
BNP Paribas provided term loan financing in two tranches, for the vessels Star Despoina and Star Piera (the “BNP Facility”). On August 3, 2018, the date of the
acquisition of the Augustea Vessels, the outstanding amount of the first and the second tranche was $15.9 million and $15.0 million, respectively. The outstanding balance
of the first tranche is repayable in 16 remaining quarterly installments, the first 15 of which are in an amount of $0.5 million and the sixteenth is in an amount of $8.4
million. The outstanding balance of the second tranche is repayable in 17 remaining quarterly installments, the first 16 of which are in an amount of $0.5 million and the
seventeenth is in an amount of $7.0 million. The BNP Facility was refinanced in 2021, using part of the funds received under the Credit Agricole $62.0 million Facility,
as described below. Prior to its repayment the loan was secured by a first priority mortgage on the two Augustea Vessels.
8. Bank of Tokyo Facility
Bank of Tokyo provided term loan financing for the vessel Star Monica (the “Bank of Tokyo Facility”). On August 3, 2018, the date of the acquisition of the
Augustea Vessels, the outstanding amount of the Bank of Tokyo Facility was $16.0 million and is repayable in 17 remaining quarterly installments the first sixteen of
which are in the amount of $0.3 million and the seventeenth is in an amount of $10.5 million. The Bank of Tokyo Facility was refinanced in 2021 using part of the funds
received under the DNB $107.5 million Facility, as described below. Prior to its repayment the loan was secured by a first priority mortgage on Star Monica.
9. SEB Facility
On January 28, 2019, we entered into a loan agreement with Skandinaviska Enskilda Banken AB (SEB), the “SEB Facility,” for the financing of an amount up to
$71.4 million. The facility is available in four tranches. The first two tranches of $32.8 million each, were drawn on January 30, 2019 and used together with cash on
hand to refinance the outstanding amounts under the then existing lease agreements of the vessels Star Laetitia and the Star Sienna. Each tranche matures six years after
the drawdown date and is repayable in 24 consecutive, quarterly principal payments of $0.7 million for each of the first 10 quarters and of $0.5 million for each of the
remaining 14 quarters, and a balloon payment of $18.7 million payable simultaneously with the last quarterly installment, which is due in January 2025.The remaining
two tranches of approximately $1.3 million each, were drawn in September 2019 and March 2020, respectively and were used to finance the acquisition and installation
of scrubber equipment for the respective vessels. Both tranches are repayable in 12 equal consecutive quarterly installments. The SEB Facility is secured by a first
priority mortgage on the two vessels.
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10. E. SUN Facility
On January 31, 2019, we entered into a loan agreement with E. SUN Commercial Bank, Hong Kong branch, the (“E.SUN Facility”), for the financing of an
amount of up to $37.1 million which was used to refinance the outstanding amount under the then existing lease agreement of the vessel Star Ariadne. On March 1, 2019,
we drew the amount of $37.1 million, which is repayable in 20 consecutive, quarterly principal payments of $0.6 million plus a balloon payment of $24.7 million payable
simultaneously with the last quarterly installment, which is due in March 2024. The E.SUN Facility is secured by a first priority mortgage on the vessel Star Ariadne.
11. Atradius Facility
On February 28, 2019, we entered into a loan agreement with ABN AMRO Bank N.V. (the “Atradius Facility”) for the financing of an amount of up to $36.6
million which was be used to finance the acquisition and installation of scrubber equipment for 42 vessels. The financing is credit insured (85%) by Atradius Dutch State
Business N.V. of the Netherlands (the “Atradius”). During 2019, three tranches of $33.3 million, in aggregate, were drawn and the last tranche of $3.3 million was drawn
in January 2020. In September 2021, we prepaid an amount of $2.0 million, in connection with the vessels Star Despoina and Star Piera and the remaining six semi-
annual installments were amended to $3.3 million, with the last installment due in June 2024.As of December 31, 2021 the Atradius Facility was secured by a second-
priority mortgage on 20 vessels of our fleet.
12. Citibank $62.6 million Facility
On May 8, 2019, we entered into a loan agreement with Citibank N.A., London Branch (the “Citibank $62.6 million Facility”). In May 2019, an amount of $62.6
million was drawn, which was used, together with cash on hand, to refinance the outstanding amounts under the then existing lease agreements of the vessels Star
Virgo and Star Marisa. The facility is repayable in 20 quarterly principal payments of $1.3 million and a balloon payment of $36.6 million payable simultaneously with
the last quarterly installment, which is due in May 2024. The Citibank $62.6 million Facility is secured by a first priority mortgage on the aforementioned vessels.
13. CTBC Facility
On May 24, 2019, we entered into a loan agreement with CTBC Bank Co., Ltd, (the “CTBC Facility”), for an amount of $35.0 million, which was used to
refinance the outstanding amount under the then existing lease agreement of Star Karlie. The facility is repayable in 20 quarterly principal payments of $0.7 million and a
balloon payment of $20.4 million payable simultaneously with the last quarterly installment, which is due in May 2024. The CTBC Facility is secured by first priority
mortgage on the aforementioned vessel.
14. NTT Facility
On July 31, 2019, we entered into a loan agreement with a wholly owned subsidiary of NTT Finance Corporation (the “NTT Facility”), for an amount of $17.5
million. The amount was drawn in August 2019 and was used to refinance the outstanding loan amount of $11.2 million of the vessel Star Aquarius under the then
existing facility with NIBC (the “NIBC $32.0 million Facility”). The facility is repayable in 27 quarterly principal payments of $0.3 million and a balloon payment of
$9.1 million, which is due in August 2026. The NTT Facility is secured by first priority mortgage on the vessel Star Aquarius.
15. CEXIM $106.5 million Facility
On September 23, 2019, we entered into a loan agreement with China Export-Import Bank (the “CEXIM $106.5 million Facility”) for an amount of $106.5
million, which was used to refinance the outstanding amounts under the then existing lease agreements of the vessels Katie K, Debbie H and Star Ayesha. The facility is
available in three tranches of $35.5 million each, which were drawn in November 2019 and are repayable in 40 equal consecutive quarterly installments of $0.7 million
and a balloon payment of $5.9 million payable together with the last installment. The CEXIM $106.5 million Facility is secured by first priority mortgages on the three
aforementioned vessels.
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16. HSBC Working Capital Facility
On February 6, 2020, we entered into a loan agreement with HSBC France for a revolving facility of an amount up to $30.0 million (the “HSBC Working
Capital Facility”), in order to finance working capital requirements. The agreement is secured by second priority mortgage on the eight vessels which secure the HSBC
$80.0 million Facility. We are required to repay any amounts drawn under this facility within three months from their drawdown date. As of December 31, 2021, the
whole amount was available to us under this facility. The facility is subject to annual renewals from the lender with the last being effective until February 2022 and no
further renewal was made.
17. DSF $55.0 million Facility
On March 26, 2020, we entered into a loan agreement with Danish Ship Finance A/S (the “DSF $55.0 million Facility”) for an amount of up to $55.0 million.
The facility was available in two tranches of $27.5 million each, both of which were drawn on March 30, 2020 and used to refinance the outstanding amounts under the
lease agreements of the vessels Star Eleni and Star Leo. Each tranche is repayable in 10 equal consecutive, semi-annual principal payments of $1.1 million and a balloon
payment of $16.9 million payable simultaneously with the last installment, which is due in April 2025. The DSF $55.0 million Facility is secured by a first priority
mortgage on the two vessels. In addition, in April 2020, the Company elected to exercise its option under the DSF $55.0 million Facility to convert the floating part of the
interest rate linked to US LIBOR, to a fixed rate of 0.581% per annum for a period of three years starting from July 1, 2020.
18. ING $170.6 million Facility
On July 1, 2020, we entered into an amended and restated facility agreement with ING the “ING 170.6 million Facility”, in order to increase the financing by
$70.0 million and to include additional borrowers under the existing ING $100.6 million Facility described below. The additional financing amount of $70.0 million was
available in six tranches, all of which were drawn on July 6, 2020, and used to refinance all outstanding amounts under the lease agreements with CMBL of the vessels
Star Claudine, Star Ophelia, Star Lyra, Star Bianca, Star Flame and Star Mona. Each tranche is repayable in 24 equal consecutive quarterly principal payments. Under
the ING $100.6 million Facility as last amended and restated on March 28, 2019, the following financing amounts have also been drawn: i) in October 2018, two tranches
of $22.5 million each, which are repayable in 28 equal consecutive quarterly installments of $0.5 million and a balloon payment of $9.4 million payable together with the
last installment and were used to refinance the outstanding amount under the then existing loan agreement of the vessels Peloreus and Leviathan, ii) in July 2019, two
tranches of $1.4 million each, which are repayable in 16 equal consecutive quarterly installments of $0.09 million each, and were used to finance the acquisition and
installation of scrubber equipment for the vessels Peloreus and Leviathan, iii) in March 2019 and April 2019 two tranches of $32.1 million and $17.4 million,
respectively, which are repayable in 28 equal consecutive quarterly principal payments of $0.5 million and $0.3 million, plus a balloon payment of $17.1 million and $8.7
million, respectively, both due in seven years after the drawdown date, and were used to refinance the outstanding amounts under the then existing lease agreements of
the vessels Star Magnanimus and Star Alessia, and iv) in May 2019 and November 2019, two tranches of $1.4 million each, which are repayable in 16 equal consecutive
quarterly installments of $0.9 million each, and were used to finance the acquisition and installation of scrubber equipment for the vessels Star Magnanimus and Star
Alessia. The ING $170.6 million Facility is secured by a first priority mortgage on the vessels Peloreus, Leviathan, Star Magnanimus, Star Alessia, Star Claudine, Star
Ophelia, Star Lyra, Star Bianca, Star Flame and Star Mona.
19. Alpha Bank $35.0 million Facility
On July 2, 2020, we entered into a loan agreement with Alpha Bank S.A. for a loan of up to $35.0 million (the “Alpha Bank $35.0 million Facility”). The
amount of $35.0 million is available in three tranches. The first two tranches of $11.0 million and $9.0 million were drawn on July 6, 2020 and used to refinance the
outstanding amounts under the lease agreements with CMBL of the vessels Star Sky and Stardust. The third tranche of $15.0 million was drawn on July 31, 2020 and
used to refinance the outstanding amount of $13.1 million of Star Martha under the then existing DVB $24.8 million Facility. Each tranche is repayable in 20
consecutive, quarterly principal payments ranging from $0.3 million to $0.4 million and a balloon payment ranging from $3.8 million to $6.5 million payable
simultaneously with the last quarterly installment, which is due in July 2025. The Alpha Bank $35.0 million Facility was refinanced in 2021 using part of the funds
received under the Credit Agricole $62.0 million Facility, as described below. Prior to its repayment the Alpha Bank $35.0 million Facility was secured by first priority
mortgages on the aforementioned vessels.
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20. Piraeus Bank $50.4 million Facility
On July 3, 2020, we entered into a loan agreement with Piraeus Bank S.A. for a loan of up to $50.4 million (the “Piraeus Bank $50.4 million Facility”). The
amount of $50.4 million was drawn on July 6, 2020 and used to refinance all outstanding amounts under the lease agreements with CMBL of the vessels Star Luna, Star
Astrid, Star Genesis, Star Electra and Star Glory. The loan amount is repayable in 20 consecutive, quarterly principal payments of $1.1 million for each of the first four
quarters and of $1.3 million for each of the remaining 16 quarters, and a balloon payment of $25.2 million payable simultaneously with the last quarterly installment,
which is due in July 2025. The Piraeus Bank $50.4 million Facility was refinanced in 2021, using part of the funds received under the DNB $107.5 million Facility, as
described below. Prior to its repayment the Piraeus Bank $50.4 million Facility was secured by first priority mortgages on the five aforementioned vessels.
21. NTT $17.6 million Facility
On July 10, 2020, we entered into a loan agreement with a wholly owned subsidiary of NTT Finance Corporation for an amount of $17.6 million (the “NTT
$17.6 million Facility”). The amount was drawn on July 20, 2020 and used to refinance the outstanding amount under the lease agreement with CMBL of the vessel Star
Calypso. The facility is repayable in 20 quarterly principal payments of $0.5 million and a balloon payment of $8.1 million, which is due in July 2025. The NTT $17.6
million Facility is secured by first priority mortgage on the vessel Star Calypso.
22. CEXIM Bank $57.6 million Facility
On December 1, 2020 we entered into a loan agreement with China Export-Import Bank for a loan amount of $57.6 million (the “CEXIM Bank $57.6 million
Facility”) which was drawn in four tranches in late December 2020 and used to refinance the outstanding amounts under a loan facility secured by the vessels Star Gina
2GR, Star Charis, Star Suzanna and a lease agreement secured by the vessel Star Wave. The first two tranches for Star Wave of $13.2 million and for Star Gina 2GR of
$26.2 million, are repayable in 32 equal quarterly installments of $0.3 million and $0.7 million and a balloon payment of $2.6 million and $5.2 million, respectively, due
in December 2028. The remaining two tranches of $9.1 million each, for Star Charis and Star Suzanna, are repayable in 32 equal quarterly installments. The facility
matures in December 2028 and is secured by first priority mortgages on the four aforementioned vessels.
23. SEB $39.0 million Facility
On January 22, 2021, we entered into a loan agreement with SEB for a loan amount of $39.0 million (the “SEB $39.0 million Facility”). The amount was drawn
on January 25, 2021 and was used to finance the cash consideration for the three Capesize dry bulk vessels acquired from E.R, which were delivered to us on January 26,
2021. The SEB $39.0 million Facility is repayable in 20 equal quarterly principal payments of $1.95 million with the last installment due in January 2026 and is secured
by first priority mortgages on the vessels Star Bueno, Star Borneo and Star Marilena..
24. NBG $125.0 million Facility
On June 24, 2021, we entered into an agreement with the National Bank of Greece for a term loan with one drawing in an amount of up to $125.0 million (the
“NBG $125.0 million Facility”). On June 28, 2021, we drew down $125.0 million under the NBG $125.0 million Facility to refinance the outstanding amount of
$98.5 million under the DNB $310.0 million Facility (discussed above). The facility is repayable in 20 equal quarterly principal payments of $3.75 million and a balloon
payment of $50.0 million payable together with the last installment due in June 2026 The NBG $125.0 million Facility is secured by first priority mortgages on the
vessels Big Bang, Strange Attractor, Big Fish, Pantagruel, Star Nasia, Star Danai, Star Renee, Star Markella, Star Laura, Star Moira, Star Jennifer, Star Mariella, Star
Helena, Star Maria, Star Triumph, Star Angelina and Star Gwyneth..
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25. ING $210.6 million Facility
On August 19, 2021 we entered into an amended and restated facility agreement with ING Bank N.V., London Branch (ING) (the “ING $210.6 million
Facility”), in order to increase the financing by $40.0 million and to include additional borrowers under the existing ING $170.6 million Facility (discussed above). The
additional financing amount of $40.0 million was available in two equal tranches and were drawn on August 23, 2021, in order to finance part of the acquisition cost of
the vessels Star Elizabeth and Star Pavlina, which were delivered in 2021, Each tranche is repayable in 20 consecutive quarterly principal payments of $0.3 million plus a
balloon payment of $14.1 million due five years after their drawdown. The ING $210.6 million Facility is secured also by a first priority mortgage on the two additional
vessels.
26. DNB $107.5 million Facility
On September 28, 2021, we entered into an agreement with the DNB Bank ASA for a term loan with one drawing in an amount of up to $107.5 million (the “DNB
$107.5 million Facility”). On September 29, 2021, the maximum amount was drawn and used to refinance the aggregate outstanding amount of $85.8 million under the
then existing facilities (i) Credit Agricole $43.0 million Facility, (ii) Piraeus Bank $50.4 million Facility and (iii) Bank of Tokyo Facility. The DNB $107.5 million
Facility is repayable in 20 equal quarterly principal payments of $3.7 million and a balloon payment of $33.4 million payable together with the last installment due in
September 2026. The DNB $107.5 million Facility is secured by first priority mortgages on the vessels Star Luna, Star Astrid, Star Genesis, Star Electra, Star Glory Star
Monica, Star Borealis and Star Polaris.
27. ABN AMRO $97.1 million Facility
On October 27, 2021, we entered into an agreement with the ABN AMRO Bank N.V, for a loan facility of up to $97.1 million (the “ABN AMRO $97.1 million
Facility”). The amount of $97.1 million was drawn on October 29, 2021 and was used to refinance the outstanding amount under the then existing facility Citi $130.0
million Facility of $89.9 million. The ABN AMRO $97.1 million Facility was available in two tranches, one of $68.95 million which is repayable in 20 equal quarterly
principal payments of $2.25 million and a balloon payment of $23.95 million payable together with the last installment due in October 2026 and one of $28.2 million
which is repayable in 12 equal quarterly principal payments of $2.35 million, maturing in October 2024. The ABN AMRO $97.1 million Facility is secured by a first
priority mortgage on the vessels Star Pauline, Star Angie, Star Sophia, Star Georgia, Star Kamila and Star Nina, Star Eva, Star Paola, Star Aphrodite, Star Lydia and
Star Nicole.
28. Credit Agricole $62.0 million Facility
On October 29, 2021, we entered into a loan agreement with Credit Agricole Corporate and Investment Bank (the “Credit Agricole $62.0 million Facility”) for
the financing of an aggregate amount of $62.0 million, to refinance the aggregate outstanding amount of $49.4 million under the then existing agreements, Alpha Bank
$35.0 million Facility and BNP Facility, and to prepay an amount of $2.0 million under the Atradius Facility in connection with the vessels Star Despoina and Star Piera.
The amount of $62.0 million was drawn on November 2, 2021 and is repayable in 20 quarterly installments of which the first three will be of $3.0 million and the
following 17 of $2.6 million and a balloon payment of $8.8 million, payable together with the last installment due in November 2026. The Credit Agricole $62.0 million
Facility is secured by the vessels Star Martha, Star Sky, Stardust, Star Despoina and Star Piera.
All of our bank loans bear interest at LIBOR plus a margin except for DSF $55.0 million Facility described above.
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Credit Facility Covenants
Our outstanding credit facilities generally contain customary affirmative and negative covenants, on a subsidiary level, including limitations to:
·
·
·
·
·
pay dividends if there is an event of default under our credit facilities;
incur additional indebtedness, including the issuance of guarantees, or refinance or prepay any indebtedness, unless certain conditions exist;
create liens on our assets, unless otherwise permitted under our credit facilities;
change the flag, class or management of our vessels or terminate or materially amend the management agreement relating to each vessel;
acquire new or sell vessels, unless certain conditions exist;
· merge or consolidate with, or transfer all, or substantially all, our assets to another person; or
·
enter into a new line of business.
Furthermore, our credit facilities contain financial covenants requiring us to maintain various financial ratios, including among others:
·
·
·
·
a minimum percentage of vessel value to loan amount secured (security cover ratio or “SCR”);
a maximum ratio of total liabilities to market value adjusted total assets;
a minimum liquidity; and
a minimum market value adjusted net worth.
As of December 31, 2021, we were in compliance with the applicable financial and other covenants contained in our debt agreements.
Issuance of 2022 Notes
On November 9, 2017, we issued $50.0 million aggregate principal amount of 8.30% Senior Notes due 2022 (the “2022 Notes”). The proceeds were $50.0
million were applied to redeem the then outstanding notes (the “2019 Notes”) on December 11, 2017 at an aggregate redemption price of 100% of the outstanding
principal amount, plus accrued and unpaid interest to, but not including, the date of redemption. On July 30, 2021, we redeemed all of 2022 Notes for 100% of the
outstanding principal amount, or $50.0 million, plus accrued and unpaid interest up to but not including the redemption date.
Bareboat Charters
In December 2018, we sold and simultaneously entered into a bareboat charter party contract with an affiliate of Kyowa Sansho to bareboat charter the
vessel Star Fighter for ten years. Pursuant to the terms of the bareboat charter, we pay a daily bareboat charter hire rate payable monthly plus a variable amount. Under
the terms of the bareboat charter, we have an option to purchase the vessel starting on the third anniversary of the vessel’s delivery to us at a pre-determined, amortizing
purchase price, while we have an obligation to purchase the vessel at the expiration of the bareboat term at a purchase price of $2.5 million. The amount of $16.1 million
provided under the respective agreement was used to pay the remaining amount of approximately $12.0 million under the then existing agreement with HSH Nordbank
(the “HSH Nordbank $35.0 million Facility”).
On March 29, 2019, we entered into an agreement to sell Star Pisces to SK Shipholding S.A. and simultaneously entered into a seven-year bareboat charter for
the vessel. Pursuant to the terms of the bareboat charter, we pay a daily bareboat charter hire rate monthly plus interest, and we have an option to purchase the vessel
starting on the third anniversary of the vessel’s delivery to us at a pre-determined, amortizing purchase price. We also have an obligation to purchase the vessel at the
expiration of the bareboat term at a purchase price of $7.6 million. The amount of $19.1 million provided under the agreement which was concluded in April 2019, was
used to pay the remaining amount of $11.7 million under the then existing NIBC $32.0 million Facility.
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On May 22, 2019, we entered into an agreement to sell Star Libra to Ocean Trust Co. Ltd. and simultaneously entered into a seven-year bareboat charter for the
vessel. Pursuant to the terms of the bareboat charter, we pay a daily bareboat charter hire rate quarterly plus interest, and we have an option to purchase the vessel at any
time after the vessel’s delivery to us at a pre-determined, amortizing purchase price. We also have an obligation to purchase the vessel at the expiration of the bareboat
term at a purchase price of $18.1 million. The amount of $34.0 million provided under the agreement which was concluded in July 2019, was used to pay the remaining
amount under the previous lease agreement for Star Libra with CSSC.
On July 10, 2019, we entered into an agreement to sell Star Challenger to Kyowa Sansho Co. Ltd. and simultaneously entered into an eleven-year bareboat
charter party for the vessel. Pursuant to the terms of the bareboat charter, we pay a daily bareboat charter hire rate monthly plus a variable amount and we have an option
to purchase the vessel starting on the third anniversary of vessel’s delivery to us at a pre-determined, amortizing purchase price. We also have an obligation to purchase
the vessel at the expiration of the bareboat term. The amount of $15.0 million provided under the agreement was used to pay the remaining amount of approximately
$10.9 million under the then existing HSH Nordbank $35.0 million Facility.
In order to finance the cash portion of the consideration for the acquisition of the Delphin Vessels, in July 2019, we entered, for each of the subject vessels, into
an agreement to sell each such vessel and simultaneously entered into a seven-year bareboat charter party contract with affiliates of CMBL for each vessel upon its
delivery from Delphin. CMBL agreed to provide an aggregate finance amount of $91.4 million. Pursuant to the terms of each bareboat charter, we pay CMBL a fixed
bareboat charter hire rate in quarterly installments plus interest. Under the terms of the bareboat charters, we have options to purchase each vessel starting on the first
anniversary of such vessel’s delivery to us, at a pre-determined, amortizing purchase price, while we have an obligation to purchase each vessel at the expiration of the
bareboat term at a purchase price ranging from $1.0 million to $3.4 million. In addition, CMBL provided and additional aggregate amount of $15.0 million, under the
aforementioned bareboat charters, which was received during the year 2020 and used to finance the acquisition and installation of scrubber equipment for the Delphin
Vessels. In December 2021, the Company repaid the outstanding amounts of $19.2 million for three out of the 11 vessels.
On August 27, 2020, we entered into sale and leaseback agreements with CMBL for the vessels Laura, Idee Fixe, Roberta, Kaley, Diva, Star Sirius and Star
Vega. On August 28 and August 31, 2020, we received an aggregate amount of $82.8 million, in connection with the finalization of the sale and leaseback transactions of
the aforementioned vessels, except for the vessel Diva, which transaction was finalized on November 17, 2020 and in connection with which we received an additional
amount of $7.2 million. The amounts received were used to pay the remaining amounts of i) $51.1 million under the previous lease agreements for the first four vessels
and ii) $24.6 million under the then existing DNB $310.0 million Facility, as discussed above, for the remaining three vessels. The lease terms are for five years and
pursuant to the terms of each bareboat charter, we pay CMBL a fixed bareboat charter hire rate in quarterly installments plus interest and have options to purchase each
vessel starting on the first anniversary of such vessel’s delivery to us, at a pre-determined, amortizing purchase price.
On September 3, 2020, we entered into an agreement to sell Star Lutas to SK Shipholding S.A. and simultaneously entered into a seven-year bareboat charter
for the vessel. Pursuant to the terms of the bareboat charter, we pay a daily bareboat charter hire rate monthly plus interest, and we have an option to purchase the vessel
starting on the third anniversary of the vessel’s delivery to us at a pre-determined, amortizing purchase price. We also have an obligation to purchase the vessel at the
expiration of the bareboat term at a purchase price of $7.4 million. The amount of $16.0 million provided under the agreement which was received on September 18,
2020, was used to pay the vessel’s remaining amount of $9.3 million under the then existing loan agreement.
On September 21, 2020, we entered into sale and leaseback agreements with SPDB Financial Leasing Co. Ltd for the vessels Mackenzie, Kennadi, Honey
Badger, Wolverine and Star Antares. In September 2020, an aggregate amount of $76.5 million was received pursuant to the five sale and leaseback agreements, which
was used to pay the remaining amount of $47.8 million under the then existing loan facility. The lease terms are for eight years and pursuant to the terms of each bareboat
charter, we pay a fixed bareboat charter hire rate in quarterly installments plus interest and have options to purchase each vessel starting on the third anniversary of such
vessel’s delivery to us, at a pre-determined, amortizing purchase price while we have an obligation to purchase each vessel at the expiration of the bareboat term at a
purchase price ranging from $7.8 million to $7.9 million.
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Table of Contents
On September 25, 2020, we entered
the
vessels Gargantua, Goliath and Maharaj. An aggregate amount of $93.2 million was received on September 29, 2020, pursuant to the three sale and leaseback
agreements, which was used to pay the remaining amount of $64.5 million for the respective vessels under the DNB $310.0 million Facility (as discussed above). The
lease terms are for 10 years and pursuant to the terms of each bareboat charter, we pay a fixed bareboat charter hire rate in quarterly installments plus interest and we have
options to purchase each vessel starting on the third anniversary of such vessel’s delivery to us, at a pre-determined, amortizing purchase price while we have an
obligation to purchase each vessel at the expiration of the bareboat term at a purchase price of $14.0 million.
ICBC Financial Leasing Co., Ltd.
leaseback agreements with
sale and
into
for
On the delivery date of each Eneti Acquisition Vessel to us, a tripartite novation agreement between CMBL, Eneti Inc. and ourselves was executed, which
resulted in an increase of our lease financing obligations by $96.1 million in 2021, taking into account an amount of $0.5 million per vessel that was paid to the lessors as
security for our obligations which amount will progressively be released until May 2025. Pursuant to the terms of each bareboat charter, we pay CMBL a fixed bareboat
charter hire rate in quarterly installments plus interest and we have options to purchase each vessel starting in May 2022, at a pre-determined, amortizing purchase price
which is considered to be at significantly lower level compared to the expected fair value of each vessel at any date between May 2022 and the expiration of the bareboat
charter term, in May 2026.
Some of our bareboat lease agreements contain financial covenants similar to those included in our credit facilities described above.
At-the-Market Offering Programs
On July 1, 2021, we entered into two “At-the-Market” offering programs, one with Jefferies LLC, “Jefferies”, and one with Deutsche Bank Securities Inc.,
“Deutsche Bank” and together with Jefferies, the “Sales Agents”. In accordance with the terms of each at-the-market sale agreement with Jefferies and Deutsche Bank,
we may offer and sell a number of our common shares, having an aggregate offering price of up to $75 million at any time and from time to time through each of the
Sales Agents, as agent or principal. We intend to use the net proceeds from any sales under the two “At-the-Market” offering programs for capital expenditures, working
capital, debt repayment, funding for vessel and other asset or share acquisitions or for other general corporate purposes, or a combination thereof. As of the date of this
annual report, no shares have been sold from us under either of the two offering programs.
C. Research and Development, Patents and Licenses
Not Applicable.
D. Trend Information
Please see “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects.”
E. Critical Accounting Estimates
We make certain estimates and judgments in connection with the preparation of our consolidated financial statements, which are prepared in accordance with
accounting principles generally accepted in the United States (“U.S. GAAP”), that affect the reported amount of assets and liabilities, revenues and expenses and related
disclosure of contingent assets and liabilities at the date of our consolidated financial statements. Actual results may differ from these estimates under different
assumptions or conditions.
Critical accounting estimates are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different
assumptions and conditions. We have described below what we believe are the most critical accounting estimates that involve a high degree of judgment and the methods
of their application. For a description of all of our significant accounting policies, see Note 2 (Significant Accounting Policies) to our consolidated financial statements
included herein for more information.
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Impairment of long-lived assets: We follow guidance related to the impairment or disposal of long-lived assets, which addresses financial accounting and
reporting for such impairment or disposal. The standard requires that long-lived assets held for use by an entity be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of the assets may not be recoverable. The guidance calls for an impairment loss when the estimate of future
undiscounted net operating cash flows, excluding interest charges, expected to be generated by the use and eventual disposition of the asset is less than its carrying
amount to the extent that its carrying amount is higher than its fair market value. The impairment loss is determined by the difference between the carrying amount of the
asset and the fair value of the asset. The Company determines the fair value of its assets based on management estimates and assumptions and by making use of available
market data and taking into consideration agreed sale prices and third-party valuations. In this respect, management regularly reviews the carrying amount of each vessel,
including newbuilding contracts, if any, when events and circumstances indicate that the carrying amount of a vessel or a new building contract might not be recoverable
(such as vessel sales and purchases, business plans, obsolescence or damage to the asset and overall market conditions).
When impairment indicators are present, we determine if the carrying value of each asset is recoverable by comparing (A) the future undiscounted net operating
cash flows for each asset, using a probability weighted approach between the Value-In-Use method and the fair market value of the vessel when alternative courses of
action are under consideration (i.e. sale or continuing operation of a vessel), to (B) the carrying value for such asset. Our management’s subjective judgment is required in
making assumptions and estimates used in forecasting future operating results for this calculation. Such judgment is based on current market conditions, historical
industry’s and Company’s specific trends, as well as expectations regarding future charter rates, vessel operating expenses, vessel’s residual value and vessel’s utilization
over the remaining useful life of the vessel. These estimates are also consistent with the plans and forecasts used by the management to conduct our business.
The future undiscounted net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed vessel days and an
estimated daily time charter equivalent rate for the unfixed days over the estimated remaining economic life of each vessel, net of brokerage and address commissions.
Estimates of the daily time charter equivalent for the unfixed days are based on the prevailing, as of end of year, Forward Freight Agreement (“FFA”) rates of the
respective calendar year for each of the first three years, average of the FFA rate of the third year and the historical average market rate of similar size vessels for the
fourth year, and historical average market rates of similar size vessels for the period thereafter. The expected cash inflows from charter revenues are based on an assumed
fleet utilization rate of approximately 98% for the unfixed days, also taking into account expected technical off-hire days. In addition, in light of our investment in EGCS,
an estimate of an additional daily revenue for each scrubber-fitted vessel was also included, reflecting additional compensation from charterers due to the fuel cost
savings that these vessels provide. In assessing expected future cash outflows, management forecasts vessel operating expenses, which are based on our internal budget
for the first annual period, and thereafter assume an annual inflation rate of up to 3% (escalating to such level during the first three-year period and capped at the
thirteenth year thereafter), management fees and vessel expected maintenance costs (for dry docking and special surveys). The estimated salvage value of each vessel is
$300 per light weight ton, in accordance with our vessel depreciation policy. We use a probability weighted approach for developing estimates of future cash flows used
to test our vessels for recoverability when alternative courses of action are under consideration (i.e. sale or continuing operation of a vessel). If our estimate of future
undiscounted net operating cash flows for any vessel is lower than the vessel’s carrying value, the carrying value is written down to the vessel’s fair market value with a
charge recorded in earnings.
Using the framework for estimating future undiscounted net operating cash flows described above, we completed our impairment analysis for the years ended
December 31, 2020 and 2021, for those operating vessels whose carrying values were above their respective market values. Our impairment analysis as of December 31,
2020 and 2021, indicated that the carrying amount of our vessels, was recoverable, and therefore concluded that no impairment charge was necessary.
Although we believe that the assumptions used to evaluate potential asset impairment are based on historical trends and are reasonable and appropriate, such
assumptions are highly subjective. To minimize such subjectivity, our analysis for the year ended December 31, 2021, also involved sensitivity analysis to the model input
we believe is most important, being the historical rates. In particular, in terms of our estimates for the charter rates for the unfixed period, we consider that the FFA as of
December 31, 2021, which is applied in our model for the first three years period, approximates the levels of charter rates at which the Company could fix all of its
unfixed vessels currently, should management opt for a fully hedged chartering strategy over the next three years. We, however, sensitized our model with regards to
freight rate assumptions for the unfixed period beyond the first three years and until the end of the remaining useful life. Our sensitivity analysis revealed that, to the
extent the historical rates would not decline by more than a range of 38% to 49%, depending on the vessel, we would not be required to recognize additional impairment.
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Vessel Acquisitions and Depreciation: We record the value of our vessels at their cost (which includes acquisition costs directly attributable to the vessel and
delivery expenditures, including pre-delivery expenses and expenditures made to prepare the vessel for its initial voyage) less accumulated depreciation and impairment,
if any. We depreciate our vessels on a straight-line basis over their estimated useful lives, after considering the estimated salvage value. We estimate the useful life of our
vessels to be 25 years from the date of initial delivery from the shipyard, with secondhand vessels depreciated from the date of their acquisition through their remaining
estimated useful life.
An increase in the useful life of a vessel or in its residual value would have the effect of decreasing the annual depreciation and extending it into later periods. A
decrease in the useful life of a vessel or in its residual value would have the effect of increasing the annual depreciation and accelerating it into earlier periods.
A decrease in the useful life of the vessel may occur as a result of poor vessel maintenance, harsh ocean going and weather conditions, or poor quality of
shipbuilding. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life is adjusted to end at the date such
regulations preclude such vessel’s further commercial use. Weak freight market rates result in owners scrapping more vessels and scrapping them earlier in their lives due
to the unattractive returns.
An increase in the useful life of the vessel may occur as a result of superior vessel maintenance performed, favorable ocean going and weather conditions,
superior quality of shipbuilding, or high freight market rates, which result in owners scrapping the vessels later in their lives due to the attractive cash flows.
Actual outcomes may differ from estimates. Such estimates are reviewed and updated at each reporting period.
Our Fleet - Illustrative Comparison of Possible Excess of Carrying Value over Estimated Charter-Free Market Value of Certain Vessels
In “Item 5. Operating and Financial Review and Prospects—E. Operating Results—Critical Accounting Estimates—Impairment of long-lived assets,” we
discuss our policy for impairing the carrying values of our vessels. During the past few years, the market values of vessels have experienced particular volatility, with
substantial declines in many vessel classes. As a result, the charter-free market value, or basic market value, of certain of our vessels may have declined below those
vessels’ carrying value. We would, however, not impair those vessels’ carrying value under our accounting impairment policy, due to our belief that future undiscounted
net operating cash flows expected to be earned by such vessels over their operating lives would exceed such vessels’ carrying amounts.
The table set forth below indicates: (i) the carrying value of each of our vessels as of December 31, 2021, and (ii) which of our vessels we believe have a market
value below their carrying value. As of December 31, 2021, we have nine out of our 128 operating vessels (107 out of 116 our operating vessels as at December 31, 2020)
that we believe have a market value below their carrying value. The aggregate difference between the carrying value of these vessels and their market value of $20.2
million ($542.3 million in 2020), represents the amount by which we believe we would have to reduce our net income if we sold these vessels in the current environment,
on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer is not under any compulsion
to buy. For purposes of this calculation, we have assumed that the vessels would be sold at a price that reflects our estimate of their charter-free market values as of
December 31, 2021. However, we are not holding our vessels for sale, unless expressly stated.
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Table of Contents
Our estimates of charter-free market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be
certified in class without notations of any kind. Our estimates are based on information available from various industry sources, including:
·
·
·
·
·
·
reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;
news and industry reports of similar vessel sales;
news and industry reports of sales of vessels that are not similar to our vessels, where we have made certain adjustments in an attempt to derive information
that can be used as part of our estimates;
approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers
have generally disseminated;
offers that we may have received from potential purchasers of our vessels; and
vessel sale prices and values of which we are aware through both formal and informal communications with ship owners, shipbrokers, industry analysts and
various other shipping industry participants and observers.
As we obtain information from various industry and other sources, our estimates of charter-free market value are inherently uncertain. In addition, vessel values
are highly volatile; as such, our estimates may not be indicative of the current or future charter-free market value of our vessels or prices that we could achieve if we were
to sell them.
Vessel Name
DWT
Year Built
1 Gargantua (1)
2
Star Gina 2GR
3 Maharaj (1)
4 Goliath (1)
Star Leo
5
Star Laetitia
6
Star Ariadne
7
Star Virgo
8
Star Libra (1)
9
Star Sienna
10
Star Marisa
11
Star Karlie
12
Star Eleni
13
14
Star Magnanimus
15 Debbie H
16
17 Katie K
18 Leviathan
19 Peloreus
Star Claudine
20
Star Ophelia
21
Star Pauline
22
23
Star Martha
24 Pantagruel
Star Polaris
25
Star Borealis
26
Star Lyra
27
Star Borneo
28
Star Bueno
29
Star Marilena
30
Star Janni
31
Star Ayesha
209,529
209,475
209,472
207,999
207,939
207,896
207,774
207,774
207,727
207,721
207,671
207,566
207,517
207,490
206,823
206,814
206,803
182,466
182,451
181,258
180,716
180,233
180,231
180,140
179,648
179,601
179,147
178,978
178,978
178,977
177,939
2015
2016
2015
2015
2018
2017
2017
2017
2016
2017
2016
2016
2018
2018
2019
2019
2019
2014
2014
2011
2010
2008
2010
2004
2011
2011
2009
2010
2010
2010
2010
66
Carrying
Value as of
December
31, 2020 (in
millions of
U.S dollars)
Carrying
Value as of
December
31, 2021 (in
millions of
U.S dollars)
53
36
53
53
50
47
50
48
49
46
51
49
43
53
50
50
49
33
33
30
29
25
35
25
40
40
27
n/a
n/a
n/a
25
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
*
*
*
*
*
51
35
52
52
49
45
48
46
48
45
49
46
42
51
48
48
47
32
31
29
28
24
34
22
39
38
25
20
20
20
24
Table of Contents
Vessel Name
DWT
Year Built
Star Paola
Star Eva
Star Marianne
Star Angie
Star Triumph
Star Scarlett
Star Audrey
Star Sirius (1)
Star Vega (1)
Star Aphrodite
Star Piera
Star Despoina
Star Kamila
Star Electra
Star Angelina
Star Gwyneth
Star Luna
Star Bianca
32
33
34 Big Fish
35 Kymopolia
36
37
38
39 Big Bang
40
41
42 Amami
43 Madredeus
44
45
46
47
48
49
50
51
52
53
54
55 Pendulum
Star Maria
56
Star Markella
57
Star Jeanette
58
Star Danai
59
Star Elizabeth
60
Star Pavlina
61
Star Georgia
62
Star Sophia
63
Star Mariella
64
Star Moira
65
Star Renee
66
Star Laura
67
Star Nasia
68
Star Nina
69
178,841
177,931
177,620
176,948
176,274
175,800
175,125
174,109
115,259
106,659
98,648
98,648
98,648
98,648
92,006
91,952
91,945
87,001
83,494
82,953
82,703
82,687
82,672
82,578
82,578
82,574
82,567
82,554
82,430
82,361
82,281
82,252
82,249
82,220
82,204
82,192
82,183
82,145
2010
2007
2004
2006
2004
2014
2011
2007
2011
2012
2011
2011
2011
2011
2011
2010
2010
2005
2011
2006
2006
2008
2008
2006
2007
2007
2014
2006
2021
2021
2006
2007
2006
2006
2006
2006
2006
2006
67
Carrying
Value as of
December
31, 2020 (in
millions of
U.S dollars)
Carrying
Value as of
December
31, 2021 (in
millions of
U.S dollars)
22
29
25
29
15
35
28
31
21
20
23
23
24
24
20
19
19
17
21
19
20
16
17
17
15
16
24
16
n/a
n/a
14
16
17
15
13
13
18
13
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
*
*
*
*
21
28
22
27
14
33
27
29
21
19
22
22
23
23
20
18
18
15
19
18
18
15
16
16
14
16
23
15
27
27
14
15
16
14
13
12
17
13
Table of Contents
Vessel Name
DWT
Year Built
Carrying
Value as of
December
31, 2020 (in
millions of
U.S dollars)
Carrying
Value as of
December
31, 2021 (in
millions of
U.S dollars)
Stardust
Star Sky
Star Lambada (1)
Star Capoeira (1)
Star Carioca (1)
Star Macarena (1)
Star Lydia
Star Nicole
Star Virginia
Star Genesis
Star Flame
Star Iris
Star Emily
Idee Fixe (1)
70
Star Jennifer
71
Star Mona
72
Star Astrid
73
Star Helena
74
Star Alessia
75
Star Calypso
76
Star Suzanna
Star Charis
77
78 Mercurial Virgo
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93 Roberta (1)
94 Laura (1)
95
96 Kaley (1)
97 Kennadi (1)
98 Mackenzie (1)
Star Apus (1)
99
Star Bovarius (1)
100
Star Subaru (1)
101
Star Wave
102
Star Challenger (1)
103
104
Star Fighter (1)
105 Honey Badger (1)
Star Lutas (1)
106
Star Athena (1)
82,192
82,188
82,158
82,150
81,944
81,918
81,644
81,643
81,502
81,502
81,466
81,272
81,253
81,199
81,198
81,187
81,120
81,061
80,705
80,448
76,390
76,339
63,437
63,404
63,377
63,371
63,261
63,240
63,204
63,123
61,571
61,521
61,491
61,462
61,455
61,324
61,323
2006
2012
2012
2006
2017
2014
2013
2013
2013
2011
2010
2016
2015
2015
2016
2013
2013
2015
2010
2011
2004
2004
2015
2015
2015
2015
2015
2016
2016
2014
2015
2015
2017
2012
2013
2015
2016
68
11
21
21
13
28
23
16
16
23
20
19
n/a
n/a
n/a
n/a
23
23
26
19
20
15
14
26
27
26
n/a
27
28
17
19
n/a
n/a
26
24
24
27
26
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
11
20
20
12
27
22
16
15
22
20
19
22
21
21
22
22
22
24
19
19
15
13
25
25
25
20
26
26
17
18
19
19
25
23
22
26
25
Table of Contents
Vessel Name
DWT
Year Built
Star Antares (1)
Star Monica
Star Aquarius
Star Pisces (1)
Star Glory
Star Pyxis (1)
Star Hydrus (1)
Star Cleo (1)
107 Wolverine (1)
108
109
110
111
112
113
114
115
116 Diva (1)
117
118
119
120
121
122
123
124
125
126
127
128
Star Centaurus
Star Hercules
Star Pegasus (1)
Star Cepheus (1)
Star Columba (1)
Star Dorado (1)
Star Aquila
Star Bright
Strange Attractor
Star Omicron
Star Zeta
Star Theta
Total dwt
61,268
61,234
60,935
60,873
60,873
58,680
56,615
56,604
56,582
56,582
56,559
56,545
56,540
56,539
56,530
56,507
56,506
55,783
55,715
53,444
52,994
52,425
14,072,068
2015
2015
2015
2015
2015
2012
2013
2013
2013
2011
2012
2012
2013
2012
2012
2013
2012
2010
2006
2005
2003
2003
Carrying
Value as of
December
31, 2020 (in
millions of
U.S dollars)
Carrying
Value as of
December
31, 2021 (in
millions of
U.S dollars)
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
**
27
26
25
21
21
16
13
12
13
11
12
12
13
12
12
13
13
14
16
13
9
9
2,877
26
25
24
20
20
15
13
12
13
11
11
12
13
12
12
13
12
13
15
12
8
8
3,013
_________
(1)
Vessels subject to a sale and leaseback financing transaction, as further described in Note 6 to our audited consolidated financial statements included in this annual report.
*
**
Indicates dry bulk carrier vessels for which we believe, as of December 31, 2021, the basic charter-free market value is lower than the vessel’s carrying value.
Indicates dry bulk carrier vessels for which we believe, as of December 31, 2020, the basic charter-free market value is lower than the vessel’s carrying value.
We refer you to the risk factor entitled “A decline in the market values of our vessels could limit the amount of funds that we can borrow, cause us to breach
certain financial covenants in our credit facilities, result in impairment charges or losses on sale” and the discussion herein under the headings “Critical Accounting
Estimates - Impairment of long-lived assets”.
G. Safe Harbor
See section “forward looking statements” at the beginning of this annual report.
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Table of Contents
Item 6.
Directors, Senior Management and Employees
A. Directors and Senior Management
Set forth below are the names, ages and positions of our directors and executive officers. The Board of Directors is elected annually on a staggered basis, and
each director elected holds office until his/her successor shall have been duly elected and qualified, except in the event of his/her death, resignation, removal or the earlier
termination of his/her term of office. Officers are elected from time to time by vote of our Board of Directors and hold office until a successor is elected.
Messrs Koert Erhardt and Bryan Laibow were re-elected to the Board of Directors and Mr. Sherman Lau was elected to the Board of Directors at the
Company’s 2021 Annual Meeting of Shareholders held on May 13, 2021.
Our Board of Directors is comprised of eleven Directors.
Our directors and executive officers are as follows:
Name
Petros Pappas
Spyros Capralos
Hamish Norton
Simos Spyrou
Christos Begleris
Nicos Rescos
Charis Plakantonaki
Koert Erhardt
Mahesh Balakrishnan
Nikolaos Karellis
Arne Blystad
Raffaele Zagari
Brian Laibow
Sherman Lau
Katherine Ralph
Eleni Vrettou
Age
Position
69
67
63
47
40
50
42
66
39
71
67
53
45
28
44
43
Chief Executive Officer and Class C Director
Non-Executive Chairman and Class C Director
President
Co-Chief Financial Officer
Co-Chief Financial Officer
Chief Operating Officer
Chief Strategy Officer
Class B Director
Class A Director
Class A Director
Class C Director
Class C Director
Class B Director
Class B Director
Class A Director
Class A Director
Petros Pappas, Chief Executive Officer and Director
Mr. Petros Pappas serves since July 2014 as our CEO and as a director on our Board of Directors. Mr. Pappas served from our inception up to July 2014 as our
non-executive Chairman of the Board of Directors and director. He served as a member of our Board of Directors since its inception. Throughout his career as a principal
and manager in the shipping industry, Mr. Pappas has been involved in hundreds of vessel acquisitions and disposals. In 1989, he founded Oceanbulk Maritime S.A., a
dry cargo shipping company that has operated managed vessels aggregating as much as 1.6 million deadweight tons of cargo capacity. He also founded Oceanbulk
Maritime S.A. affiliated companies, which are involved in the ownership and management sectors of the shipping industry. Mr. Pappas serves on the board of directors of
the UK Defense Club, a leading insurance provider of legal defense services in the shipping industry worldwide and is a member of the Union of Greek Ship Owners
(UGS). Mr. Pappas received his B.A. in Economics and his MBA from The University of Michigan, Ann Arbor. Mr. Pappas was awarded the 2014 Lloyd’s List Greek
Awards “Shipping Personality of the Year.”
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Spyros Capralos, Non-Executive Chairman and Director
Mr. Spyros Capralos serves since July 2014 as the Non-Executive Chairman of our Board of Directors and as a director. He is also the Chairman of the
Compensation Committee. From February 2011 to July 2014, Mr. Capralos served as our Chief Executive Officer, President and director. Effective as of January 1, 2015,
Mr. Capralos also serves as Chief Executive Officer of Oceanbulk Container Carriers LLC. From October 2004 to October 2010, Mr. Capralos served as Chairman of the
Athens Exchange and Chief Executive Officer of the Hellenic Exchanges Group and for the period from 2008-2010 was also the President of the Federation of European
Securities Exchanges. He was formerly Vice Chairman of the National Bank of Greece, Vice Chairman of Bulgarian Post Bank, Managing Director of the Bank of Athens
and has a ten-year banking experience with Bankers Trust Company (now Deutsche Bank) in Paris, New York, Athens, Milan and London. He is the President of the
Hellenic Olympic Committee (HOC), the President of the European Olympic Committees (EOC) and a member of the International Olympic Committee (IOC).
Previously, he served as Secretary General of the Athens 2004 Olympic Games and Executive Director and Deputy Chief Operating Officer of the Organizing Committee
for the Athens 2004 Olympic Games. He has been an Olympic athlete in water polo and has competed in the Moscow (1980) and the Los Angeles (1984) Olympic
Games. He studied economics at the University of Athens and earned his Master Degree in Business Administration from INSEAD University in France.
Hamish Norton, President
Mr. Hamish Norton serves as our President. Until December 31, 2012, Mr. Norton was Managing Director and Global Head of the Maritime Group at Jefferies &
Company Inc. Mr. Norton is known for creating Nordic American Tanker Shipping and Knightsbridge Tankers, the first two high dividend yield shipping companies. He
advised Arlington Tankers in the merger with General Maritime and has been an advisor to U.S. Shipping Partners. He also advised New Mountain Capital on its
investment in Intermarine. In the 1990s, he advised Frontline on the acquisition of London and Overseas Freighters and arranged the sale of Pacific Basin Bulk Shipping.
Prior to joining Jefferies, in 2007, Mr. Norton ran the shipping practice at Bear Stearns since 2000. From 1984-1999 he worked at Lazard Frères & Co.; from 1995
onward as general partner and head of shipping. Mr. Norton is a director of Neptune Lines and the Safariland Group. Mr. Norton received an AB in Physics from Harvard
and a Ph.D. in Physics from University of Chicago.
Simos Spyrou, Co-Chief Financial Officer
Mr. Simos Spyrou serves as our Co-Chief Financial Officer. Mr. Spyrou joined us as Deputy Chief Financial Officer in 2011 and was appointed Chief Financial
Officer in September 2011. From 1997 to 2011, Mr. Spyrou worked at the Hellenic Exchanges (HELEX) Group, the public company which operates the Greek equities
and derivatives exchange, the clearing house and the central securities depository. From 2005 to 2011, Mr. Spyrou held the position of Director of Strategic Planning,
Communication and Investor Relations at the Hellenic Exchanges Group and he also served as a member of the Strategic Planning Committee of its board of directors.
From 1997 to 2002, Mr. Spyrou was responsible for financial analysis at the research and technology arm of the Hellenic Exchanges Group. Mr. Spyrou attended the
University of Oxford, receiving a degree in Mechanical Engineering and an MSc in Engineering, Economics & Management, specializing in finance. Following the
completion of his studies at Oxford, he obtained a post graduate degree in Banking and Finance, from Athens University of Economics & Business.
Christos Begleris, Co-Chief Financial Officer
Mr. Christos Begleris serves as our Co-Chief Financial Officer since 2014. Until March 2013 he was a strategic project manager and senior finance executive at
Thenamaris (Ships Management) Inc. From 2005 to 2006, Mr. Begleris worked in the principal investments group of London & Regional Properties based in London,
where he was responsible for the origination and execution of large real estate acquisition projects throughout Europe. From 2002 to 2005, Mr. Begleris worked in the
Fixed Income and Corporate Finance groups of Lehman Brothers based in London, where he was involved in privatization, restructuring, securitization, acquisition
financing and principal investment projects in excess of $5.0 billion. In addition to his role at Star Bulk, Mr. Begleris is also an executive of Oceanbulk Maritime S.A.
and is Co-Chief Financial Officer of Oceanbulk Maritime S.A.’s joint ventures with Oaktree. Mr. Begleris received an M.Eng. in Mechanical Engineering from Imperial
College, London, and an MBA from Harvard Business School.
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Nicos Rescos, Chief Operating Officer
Mr. Nicos Rescos serves as our Chief Operating Officer since July 2014. He also serves as Chief Operating Officer and Commercial Director of Oceanbulk
Maritime S.A. since May 2010. Mr. Rescos has been actively involved in the shipping industry for the past 27 years having held several senior commercial management
positions throughout his career developing strong expertise in the dry bulk, container and product tanker markets. He has been responsible for developing and executing
more than 200 vessel acquisitions and dispositions as well as having structured several joint ventures in the dry bulk and tanker sectors. He received a BSc in
Management Sciences from The University of Manchester Institute of Science and Technology (UMIST) and an MSc in Shipping Trade and Finance from the City
University Business School.
Koert Erhardt, Director
Mr. Koert Erhardt has served as a director of our Board of Directors since our inception. He is also the Chairman of our Nominating and Corporate Governance
Committee. He has served as the Managing Director of Augustea Bunge Maritime Ltd. of Malta. From 1998 to September 2004, Mr. Erhardt served as General Manager
of Coeclerici Armatori S.p.A. and Coeclerici Logistics S.p.A., affiliates of the Coeclerici Group, where he created a shipping pool that commercially managed over 130
vessels with a carrying volume of 72 million tons and developed the use of the Freight Forward Agreement trading, which acts as a financial hedging mechanism for the
pool. Prior to these positions, Mr. Erhardt served in various management positions in the shipping industry. Mr. Erhardt received his Diploma in Maritime Economics and
Logistics from Hogere Havenen Vervoersschool (now Erasmus University), Rotterdam, and successfully completed the International Executive Program at INSEAD,
Fontainebleau.
Mahesh Balakrishnan, Director
Mr. Mahesh Balakrishnan has served as a director on our Board of Directors since February 2015. Mr. Balakrishnan has extensive financial and business
experience, as well as in depth knowledge of the dry bulk shipping industry. Until August 2019, Mr. Balakrishnan was a Managing Director in Oaktree’s Opportunities
Funds. He joined Oaktree in 2007 and focused on investing in the chemicals, energy, financial institutions, real estate and shipping sectors. Mr. Balakrishnan has worked
with a number of Oaktree’s portfolio companies and has served on the boards of STORE Capital Corp. (NYSE:STOR) and Momentive Performance Materials. He has
been active on a number of creditors’ committees, including ad hoc committees in the Lehman Brothers and LyondellBasell restructurings. Prior to Oaktree, Mr.
Balakrishnan spent two years as an analyst in the Financial Sponsors & Leveraged Finance group at UBS Investment Bank. Mr. Balakrishnan graduated cum laude with a
B.A. degree in Economics (Honors) from Yale University.
Nikolaos Karellis, Director
Mr. Nikolaos Karellis has served as a director of our Board of Directors since May 2016 and as Chairman of the Audit Committee since May 2020. Mr. Karellis
is currently a Director of the advisory firm MARININVEST ADVISERS LTD and has more than 35 years of experience in the shipping sector in financial institutions.
Until 2013, he served as the Head of Shipping of HSBC BANK PLC in Athens, Greece for 28 years, where he built a business unit providing a comprehensive range of
services to Greek shipping companies. Prior to HSBC, he worked at Bank of America. Mr. Karellis received his MSc in Mechanical Engineering from the National
Technical University of Athens and received an MBA in Finance from the Wharton School, University of Pennsylvania.
Arne Blystad, Director
Mr. Arne Blystad has served on our Board of Directors since July 2018. He is an independent investor located in Oslo, Norway. The Blystad Group, which is
100% owned and controlled by Mr. Arne Blystad and his immediate family, has a long history in international shipping. Mr. Blystad began, after high school, his career
as a shipbroker in London and New York. He later started various ventures within the shipping and offshore drilling space. This has involved both private and public
listed companies, where he has held various board and management positions over the years. The Blystad Group has investments in various shipping segments such as
dry bulk, chemical tankers, container feeder and semi sub heavy-lift, real-estate and securities.
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Raffaele Zagari, Director
Mr. Raffaele Zagari has served as director on our Board of Directors since August 2018. In his career he has developed approximately 25 years’ experience in
the shipping business. Since 2010, as CEO of Augustea Group Mr. Zagari engineered and implemented the expansion and consolidation of the dry bulk business that has
led to the incorporation of Augustea Atlantica, and its subsidiaries in Argentina, Singapore, London and Malta (“Augustea Group”). He has actively promoted the
incorporation of CBC, AOM, ABML and ABY, the joint ventures in which Augustea Atlantica is a shareholder. He founded the towage company Augustea Grancolombia
in the Santa Marta area in Colombia and he has over the years worked closely with Drummond Coal and Glencore on their logistical/maritime needs for their local coal
loading operations which have a combined 60 million tons yearly throughput. During this time he supervised in excess of 50 vessel sale and purchase transactions (both
new building and second hand), and more than a dozen long-term ship leases primarily with the support of Japanese conglomerate Mitsui & Co. Since 1997, he has
actively led the Chartering Department of Augustea Dry Bulk Division, and directing the other business of the Augustea Group. In 2017, Raffaele was appointed
Chairman of Augustea Group Holding SpA, in addition to his role as the Group’s CEO. He is also a non-executive director of Steamship Mutual, one of the largest P&I
marine insurance, where he also chairs the Underwriting and Reinsurance Committee. Prior to joining Augustea, and for the period 1993-1995, Mr. Zagari worked for
Blenheim Shipping (a company of the former Scinicariello Augustea Group) during which time he gained extensive experience in the Japanese shipyards, Sumitomo
Yokuska and Sanoyas Mitsushima, as assistant site supervisor. In 1996 -1997, he worked at Zodiac Maritime Agencies with the operations department before joining the
Augustea Group. Mr. Zagari holds a Diploma in Commercial Operation of Shipping at Guldhall University London.
Charis Plakantonaki, Chief Strategy Officer
Charis Plakantonaki joined Star Bulk in 2015 as Head of Strategic Planning and in 2017 she assumed the position of Chief Strategy Officer. From 2008 to 2015
she worked at Thenamaris (Ships Management) Inc., for the first five years as Strategic Projects Manager and subsequently as Head of Corporate Communications. Prior
to joining Thenamaris, she was a Senior Consultant at the Boston Consulting Group where she managed strategy development projects for multinational companies
across different industries. Mrs. Plakantonaki received a B.S. in International & European Economics & Politics from the University of Macedonia, where she graduated
as valedictorian, and an MBA from INSEAD. She serves on the Board of the Liberian Shipowners' Council, and represents Star Bulk in the Global Maritime Forum and
the Getting to Zero Coalition. She also serves on the Board of Trustees of the Anatolia College, on the Advisory Board of Blue Growth and on the Advisory Board of
Seafair.
Brian Laibow, Director
Mr. Brian Laibow serves on our board of directors since January 2020. He is a Managing Director in Oaktree where he has worked since 2006 following
graduation from Harvard Business School, where he received his M.B.A. Before attending Harvard, Mr. Laibow worked at Caltius Private Equity, a middle market LBO
firm in Los Angeles, as a senior business analyst at McKinsey & Company, and as an investment banking intern at J.P. Morgan. Mr. Laibow graduated magna cum laude
with a B.A. degree in economics from Dartmouth College and studied economics at Oxford University. He serves on the Dartmouth College endowment Investment
Committee, Brentwood School Finance Committee, board of the Independent School Alliance for Minority Affairs and is a member of Young Presidents Organization
(YPO).
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Sherman Lau, Director
Mr. Sherman Lau is a senior vice president on the Distressed Opportunities team in Los Angeles. Prior to joining Oaktree in 2015, Mr. Lau spent two years as an
investment banking analyst in the Financial Sponsors Group at Barclays. He received his B.B.A. degree with highest distinction in economics from the University of
California, San Diego.
Katherine Ralph, Director
Ms. Katherine Ralph is a Managing Director in Oaktree Capital’s Opportunities Funds based in London where she has worked since 2013. Prior to joining
Oaktree, Ms. Ralph spent over nine years at Linklaters LLP, where she specialized in cross-border restructurings and insolvency. Ms. Ralph holds both a B.A. (hons)
degree from the University of Cambridge, and graduated cum laude with an LL.M. in banking, corporate and finance law from Fordham University. Ms. Ralph is fluent
in Italian.
Eleni Vrettou, Director
Mrs. Eleni Vrettou was the Executive General Manager and Group Head Corporate and Investment Banking of the Piraeus Bank Group, based in Athens, Greece
until February 2022. In May 2022 she will commence her employment with LAMDA DEVELOPMENT as Chief Strategy and IR officer. Prior to her position with
Piraeus Bank, she worked at HSBC Bank PLC (“HSBC”) for ten years, where she had held various management positions in Greece and in London. In particular, for the
period of 2012 to 2019, she was the Managing Director and head of Wholesale Banking in Greece for HSBC. Prior to 2012, and for three years, she worked in London,
on an international secondment with HSBC, as Director of Global Banking Credit and Lending CEE/CIS/Med and sub Saharan Africa and, between 2005 to 2009, she
was the Global Relationship Manager of HSBC, in Athens. Prior to HSBC, and for two years, she was Senior Credit Officer in BANK EFG -ERGASIAS S.A. Mrs.
Vrettou holds a BSc in Economics from the Wharton School, University of Pennsylvania
B. Compensation of Directors and Senior Management
For the year ended December 31, 2021, aggregate compensation to our senior management was $2.4 million under the employment agreements. Non-employee
directors of Star Bulk receive an annual cash retainer of $15,000, each. The chairman of the audit committee receives a fee of $15,000 per year and each of the audit
committee members receives a fee of $7,500. Each chairman of our other standing committees receives an additional $5,000 per year. In addition, each director is
reimbursed for out-of-pocket expenses in connection with attending meetings of the Board of Directors or committees. We do not have a retirement plan for our officers
or directors. The aggregate compensation of the Board of Directors for the year ended December 31, 2021 was approximately $183,000.
Employment and Consultancy Agreements
We are a party to employment and consultancy agreements with certain members of our senior management team. For a description of these agreements, see
“Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Consultancy Agreements.”
Equity Incentive Plans
On May 22, 2019, May 25, 2020 and June 7, 2021, our Board of Directors approved the 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”), the 2020
Equity Incentive Plan (the “2020 Equity Incentive Plan”) and the 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) (collectively, the “Equity Incentive
Plans”), respectively, under which our officers, key employees, directors, and consultants are eligible to receive options to acquire common shares, share appreciation
rights, restricted shares and other share-based or share-denominated awards. We reserved a total of 900,000 common shares, 1,100,000 common shares and
515,000 common shares for issuance under the respective Equity Incentive Plans, subject to further adjustment for changes in capitalization as provided in the plans. The
purpose of the Equity Incentive Plans is to encourage ownership of shares by, and to assist us in attracting, retaining and providing incentives to, our officers, key
employees, directors and consultants, whose contributions to us are or may be important to our success and to align the interests of such persons with our shareholders.
The various types of incentive awards that may be issued under the Equity Incentive Plans, enable us to respond to changes in compensation practices, tax laws,
accounting regulations and the size and diversity of our business. The Equity Incentive Plans are administered by our compensation committee, or such other committee
of our Board of Directors as may be designated by the board. The Equity Incentive Plans permit issuance of restricted shares, grants of options to purchase common
shares, share appreciation rights, restricted shares, restricted share units and unrestricted shares.
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Under the terms of the Equity Incentive Plans, share options and share appreciation rights granted under the Equity Incentive Plans will have an exercise price
per common share equal to the fair market value of a common share on the date of grant, unless otherwise determined by the administrator of the Equity Incentive Plans,
but in no event will the exercise price be less than the fair market value of a common share on the date of grant. Options and share appreciation rights are exercisable at
times and under conditions as determined by the administrator of the Equity Incentive Plans, but in no event will they be exercisable later than ten years from the date of
grant.
The administrator of the Equity Incentive Plans may grant restricted common shares and awards of restricted share units subject to vesting and forfeiture
provisions and other terms and conditions as determined by the administrator of the Equity Incentive Plans. Upon the vesting of a restricted share unit, the award recipient
will be paid an amount equal to the number of restricted share units that then vest multiplied by the fair market value of a common share on the date of vesting, which
payment may be paid in the form of cash or common shares or a combination of both, as determined by the administrator of the Equity Incentive Plans. The administrator
of the Equity Incentive Plans may grant dividend equivalents with respect to grants of restricted share units.
Adjustments may be made to outstanding awards in the event of a corporate transaction or change in capitalization or other extraordinary event. In the event of a
“change in control” (as defined in the Equity Incentive Plans), unless otherwise provided by the administrator of the Equity Incentive Plans in an award agreement,
awards then outstanding shall become fully vested and exercisable in full.
The Board of Directors may amend or terminate the Equity Incentive Plans and may amend outstanding awards, provided that no such amendment or
termination may be made that would materially impair any rights, or materially increase any obligations, of a grantee under an outstanding award. Shareholders’ approval
of Equity Incentive Plans amendments may be required in certain definitive, pre-determined circumstances if required by applicable rules of a national securities
exchange or the Commission. Unless terminated earlier by the Board of Directors, the Equity Incentive Plans will expire ten years from the date on which the Equity
Incentive Plans were adopted by the Board of Directors.
The terms and conditions of the Equity Incentive Plans are substantially similar to those of the previous plans. As of February 16, 2022, there are 335,329
common shares unvested from the 2019, 2020 and 2021 Equity Incentive Plans.
During the years 2019, 2020 and 2021 and up to February 16, 2022, pursuant to the Equity Incentive Plans, we have granted to certain directors and officers the
following securities:
· On May 22, 2019, 567,157 restricted common shares were granted to certain of the Company’s directors and officers of which 367,620 restricted common
shares vested in August 2019, 99,769 restricted common shares vested in August 2020 and the remaining 99,769 restricted common shares will vest in
August 2022.
· On May 25, 2020, 714,540 restricted common shares were granted to certain of the Company’s directors and officers of which 469,920 restricted common
shares vested in August 2020, 122,310 restricted common shares vested in May 2021 and the remaining 122,310 restricted common shares vest in May
2023.
· On June 7, 2021, 226,500 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 113,250 restricted
common shares vested in September 2021, 56,625 restricted common shares vest in June 2022 and the remaining 56,625 restricted common shares vest in
June 2024.
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On January 7, 2019, our Board of Directors and Compensation Committee established an incentive program for key employees, pursuant to which an aggregate
of four million (4,000,000) restricted share units (each, a “RSU”), comprising of 10 tranches of 400,000 RSU each, would be issued. Each RSU would represent, upon
vesting, a right for the relevant beneficiary to receive one common share of Star Bulk. The RSUs were subject to the satisfaction of certain performance conditions, which
applied if our fleet performed better than relevant dry bulk charter rate indices as reported by the Baltic Exchange (the “Indices”) during 2020 and 2021. The RSUs would
start to vest if the Company’s fleet performed better than the Indices by at least $120.0 million, and would vest in increasing amounts if and to the extent the performance
of our fleet exceeded the performance that would have been derived based on the Indices by up to an aggregate of $300.0 million. Subject to the vesting conditions being
met on April 30, 2021 and April 30, 2022 (each, a “Vesting Date”) two million RSUs would vest on each Vesting Date, on tranches based on the level of performance,
and the relevant common shares of Star Bulk would be issued by the Company and distributed to the relevant beneficiaries as per the allocation of the Board of Directors.
Any non-vested RSUs at the applicable Vesting Date would be cancelled. As of December 31, 2019, we took the view that only for one tranche, which would vest on
April 30, 2022, the likelihood of its vesting met the “more likely than not” threshold under US GAAP, and as a result amortization expense for these 400,000 RSUs of
$1.2 million was recognized and included under “General and administrative expenses” in the consolidated statement of operations for the year ended December 31,
2019. During the year ended and as of December 31, 2020, we determined that the likelihood of vesting for any of the 4,000,000 RSUs did not meet a "more likely than
not" threshold under US GAAP. As a result, the previously recognized expense of $1.2 million was reversed in 2020 and was included under “General and administrative
expenses” in the consolidated statement of operations for the year ended December 31, 2020. On June 7, 2021, the Company’s Board of Directors amended the previously
announced incentive program. The test metrics for the calculation of the underlying shares of the RSUs that would have been issued, the tranches and the vesting
variables were eliminated. Instead, the incentive program provides for the issuance of shares and links this management performance incentive scheme with the savings
from the price differential between High Sulfur Fuel Oil / Low Sulfur Fuel Oil gained on the scrubber fitted vessels of the Company’s fleet and is calculated on an annual
basis (“Bunker benefit”). In particular, the threshold requirement above which the amended program is triggered is increased to $250 million of cumulative Bunker
benefit (instead of the previous threshold of $120 million Index outperformance). Upon the satisfaction of the above new threshold, the Board of Directors shall award a
percentage ranging between 5%-10%, at its discretion, of the annual Bunker Benefit, the value of which will be reflected in actual shares to key employees. The duration
of the program was also extended from April 2022 to the end of 2024. We estimated the intrinsic value of the award basis December 31, 2021 VLSFO-HSFO spread and
assuming 5% of scrubber savings to be awarded by our Board of Directors, and as a result an amount of $1.2 million was recognized and is included under “General and
administrative expenses” in the consolidated statement of operations for the year ended December 31, 2021.
As of the date of this annual report, 94,764 common shares are available under the Equity Incentive Plans.
C. Board Practices
Our Board of Directors is divided into three classes with only one class of directors being elected in each year and following the initial term for each such class,
each class will serve a three-year term. The term of each class of directors expires as follows:
·
·
·
The term of the Class A directors expires in 2023;
The term of the Class B directors expires in 2024; and
The term of the Class C directors expires at the 2022 Annual General Meeting set for May 11, 2022.
Committees of the Board of Directors
Our audit committee which is currently comprised of two independent directors, is responsible for, among other things, (i) reviewing our accounting controls, (ii)
making recommendations to the Board of Directors with respect to the engagement of our outside auditors and (iii) reviewing all related party transactions for potential
conflicts of interest and all those related party transactions and subject to approval by our audit committee.
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Our compensation committee, which is currently comprised of two independent directors, is responsible for, among other things, recommending to the Board of
Directors our senior executive officers’ compensation and benefits.
Our nominating and corporate governance committee, which is comprised of three independent directors, is responsible for, among other things, (i)
recommending to the Board of Directors nominees for director and directors for appointment to committees of the Board of Directors, and (ii) advising the Board of
Directors with regard to corporate governance practices.
Shareholders may also nominate directors in accordance with procedures set forth in Bylaws.
Our Audit Committee consists of Mr. Koert Erhardt and Mr. Nikolaos Karellis, who is the Chairman of the committee. Our Compensation Committee consists of
Mr. Mahesh Balakrishnan and Mr. Spyros Capralos, who is the Chairman of the committee. Our Nominating Committee consists of Mr. Spyros Capralos, Mr. Brian
Laibow and Mr. Koert Erhardt, who is the Chairman of the committee.
There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service.
D. Employees
As of December 31, 2021, we had 181 employees including our executive officers.
E. Share Ownership
With respect to the total amount of common shares owned by all of our officers and directors, individually and as a group, see “Item 7 Major Shareholders and
Related Party Transactions.”
F. Board Diversity Matrix
The table below provides certain information regarding the diversity of our Board of Directors as of the date of this annual report.
Country of Principal Executive Offices:
Foreign Private Issuer
Disclosure Prohibited under Home Country Law
Total Number of Directors
Board Diversity Matrix
Greece
Yes
No
11
Female
Male
Non-Binary
Did Not
Disclose
Gender
Part I: Gender Identity
Directors
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction
LGBTQ+
Did Not Disclose Demographic Background
2
1
–
5
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5
–
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Item 7.
Major Shareholders and Related Party Transactions
A. Major Shareholders
The following table presents certain information as of February 16, 2022, February 26, 2021 and February 29, 2020 regarding the ownership of our common
shares with respect to each shareholder, who we know to beneficially own more than five percent of our outstanding common shares, and our executive officers and
directors.
Beneficial Owner (1)
Amount
Percentage
Amount
Percentage
Amount
Percentage
Common Shares Beneficially Owned as of
February 16, 2022
February 26, 2021
February 29, 2020
Oaktree Capital Group Holdings GP, LLC and certain of its advisory clients (2)
Fidelity Management & Research (3)
Impala Asset Management LLC
Entities affiliated with Raffaele Zagari
Entities affiliated with Petros Pappas
Entities affiliated with Arne Blystad
Oceanbulk Container Carriers LLC
Directors and executive officers of the Company, in the aggregate (4)
26,021,457
6,172,233
n/a
3,517,889
3,632,168
2,175,013
n/a
879,670
25.4% 39,006,017
n/a
6.0%
n/a
n/a
3.4% 4,448,060
3.6% 4,319,378
2.1% 2,159,505
n/a
0.9% 1,522,925
n/a
n/a
n/a
39.3% 35,129,436
n/a
5,622,913
4.5% 4,384,520
4.4% 4,096,718
2.2% 2,159,505
2,974,261
1.5% 1,377,672
n/a
36.6%
n/a
5.9%
4.6%
4.3%
2.2%
3.1%
1.4%
_______________
(1)
Percentage amounts based on 102,294,758 common shares outstanding as of February 16, 2022, 99,239,716 common shares outstanding as of February 26, 2021 and 96,074,497
common shares outstanding as of February 29, 2020.
(2)
As of February, 16, 2022, consists of (i) 2,397,106 shares held by Oaktree Opportunities Fund IX Delaware, L.P. (“Fund IX”), (ii) 22,016 shares held by Oaktree Opportunities Fund
IX (Parallel 2), L.P. (“Parallel 2”), (iii) 5,633,033 shares held by Oaktree Dry Bulk Holdings LLC (“Dry Bulk Holdings”), (iv) 14,966,826 shares held by OCM XL Holdings L.P., a
Cayman Islands exempted limited partnership (“OCM XL”), (v) 2,974,261 shares held by Oaktree OBC Container Holdings LLC, a Marshall Island limited liability company
(“Oaktree OBC”) and (vi) 28,215 shares held by OCM FIE, LLC (“FIE”). Each of the foregoing funds and entities is affiliated with Oaktree Capital Group, LLC (“OCG”) which is
managed by its ten-member board of directors which is comprised of members appointed by each of Oaktree Capital Group Holdings GP, LLC and Brookfield Asset Management,
Inc. Each of the direct and indirect general partners, managing members, directors, unit holders, shareholders, and members of VOF, Fund IX, Parallel 2, Dry Bulk Holdings, OCM
XL, Oaktree OBC and FIE, may be deemed to share voting and dispositive power over the shares owned by such entities, but disclaims beneficial ownership in such shares except to
the extent of any pecuniary interest therein. The address for these entities (collectively, the “Oaktree Funds”) is c/o Oaktree Capital Management, L.P., 333 South Grand Avenue,
28th Floor, Los Angeles, California 90071.
(3)
Pursuant to SC 13G filing dated February 9, 2022
(4)
These numbers of shares do not include shares beneficially owned by Messrs. Pappas, Blystad and Zagari, that are presented within line items “Entities affiliated with Petros
Pappas”, “Entities affiliated with Arne Blystad” and “Entities affiliated with Raffaele Zagari”, respectively, above.
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Our major shareholders, save for what is referred below, have the same voting rights as our other shareholders. No foreign government owns more than 50% of
our outstanding common shares. We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of Star Bulk.
Even if Oaktree owns more than 50% of our outstanding common shares, under the Oaktree Shareholders Agreement (described in “Item 7. Major Shareholders
and Related Party Transactions—B. Related Party Transactions”), with certain limited exceptions, Oaktree effectively cannot vote more than 33% of our outstanding
common shares (subject to adjustment under certain circumstances). Furthermore, pursuant to the Oaktree Shareholders Agreement, so long as Oaktree and its affiliates
beneficially own at least 10% of our outstanding voting securities, Oaktree and its affiliates have agreed not to directly or indirectly acquire beneficial ownership of any
additional voting securities of ours or other equity-linked or other derivative securities with respect to our voting securities if such acquisition would result in Oaktree’s
beneficial ownership exceeding 63.8%, subject to certain specified exceptions. In addition, pursuant to the Oaktree Shareholders Agreement, subject to various
exclusions, so long as Oaktree and its affiliates beneficially own at least 10% of our voting securities, unless specifically invited in writing by our Board of Directors, they
may not (i) enter into any tender or exchange offer or various types of merger, business combination, restructuring or extraordinary transactions, (ii) solicit proxies or
consents in respect of such transactions, (iii) otherwise act to seek to control or influence our management, Board of Directors or other policies (except with respect to the
nomination of Oaktree designees pursuant to the Oaktree Shareholders Agreement and other nominees proposed by the Nominating and Corporate Governance
Committee) or (iv) enter into any negotiations, arrangements or understandings with any third party with respect to any of the above. Pursuant to the Oaktree
Shareholders Agreement, Oaktree also agreed to various limitations on the transfer of its common shares.
In addition, we have granted certain demand registration rights and shelf registration rights to Oaktree, affiliates of Mr. Petros Pappas, York and Augustea
pursuant to the Registration Rights Agreement. See “See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Registration
Rights Agreement.”
As of February 16, 2022, 102,294,758 of our outstanding common shares were held in the United States by 309 holders of record, including Cede & Co., the
nominee for the Depository Trust Company, which held 83,780,743 of those shares.
B. Related Party Transactions
For a description of all of our Related Party Transactions, see also Note 3 (Transaction with Related Parties) to our consolidated financial statements included
herein for more information.
Transactions with Oceanbulk Maritime S.A. and affiliates
Oceanbulk Maritime S.A., a related party, is a ship management company and is controlled by Ms. Milena-Maria Pappas. One of the affiliated companies of
Oceanbulk Maritime S.A provides us certain financial corporate development services. The related expenses for each of the years ended December 31, 2019, 2020 and
2021 were $0.3 million, and are included in General and administrative expenses in the consolidated statements of operations. As of December 31, 2020 and 2021, we had
outstanding receivables of $0.4 million and $0.1 million, respectively, from Oceanbulk Maritime S.A and its affiliates for payments made by us on its behalf for certain
administrative items.
Consultancy Agreements
During the years ended December 31, 2019, 2020 and 2021 and as of December 31, 2021, we were a party to three consultancy agreements in each case with a
separate company owned and controlled by either of Mr. Simos Spyrou, our Co-Chief Financial Officer, Mr. Christos Begleris, our Co-Chief Financial Officer and Mr.
Nicos Rescos, our Chief Operating Officer. Pursuant to each of these consultancy agreements, we are required to pay an aggregate base fee of $0.5 million per annum to
these three companies. Additionally pursuant to these agreements, these entities are entitled to receive an annual discretionary bonus, as determined by our Board of
Directors in its sole discretion. In addition, non-employee directors of the Board of Directors receive an annual cash retainer of $15,000, each, the chairman of the audit
committee receives a fee of $15,000 per year and each of the audit committee members receives a fee of $7,500. Lastly, each chairman of the other standing committees
receives an additional $5,000 per year while each director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board of Directors or
committees.
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In aggregate, the related expenses under the consultancy agreements for 2019, 2020 and 2021 were $0.7 million, $0.6 million and $0.5 million, respectively, and
are included in General and administrative expenses in the consolidated statements of operations.
Office Lease Agreements
On January 1, 2012, Starbulk S.A. entered into a lease agreement for office space with Combine Marine Ltd., or Combine Ltd., a company controlled by Mrs.
Milena-Maria Pappas and by Mr. Alexandros Pappas, both of whom children of our Chief Executive Officer, Mr. Petros Pappas. The lease agreement provides for a
monthly rental of €2,500 (approximately $2,850, using the exchange rate as of December 31, 2021, which was $1.14 per euro). Unless terminated by either party, the
agreement will expire in January 2024.
In addition, on December 21, 2016, Starbulk S.A., entered into a six year lease agreement for office space with Alma Properties, a company controlled by Mrs.
Milena-Maria Pappas. The lease agreement provides for a monthly rental of €300 (approximately $342, using the exchange rate as of December 31, 2021, which was $1.14
per euro).
Interchart Shipping Inc.
Interchart is a Liberian company affiliated with family members of our Chief Executive Officer. In 2014, we acquired 33% of the total outstanding common
stock of Interchart. The ownership interest was purchased from an entity affiliated with family members of our Chief Executive Officer. This investment is accounted for
as an equity method investment and is presented within “Long term investment” in the consolidated balance sheets. We entered into a services agreement with Interchart
for chartering, brokering and commercial services for all of our vessels which from August 1, 2019 until October 1, 2021 provided for a monthly fee of $315,000
($325,000 monthly fee for the remaining period in 2019) and then amended to increase the monthly fee to $345,000 until December 31, 2021. During the years ended
December 31, 2019, 2020 and 2021, the brokerage commission charged by Interchart amounted to $3.9 million, $3.8 million and $3.9 million, respectively, and is
included in “Voyage expenses” in the consolidated statements of operations.
Sydelle Marine Ltd.
During 2019 and 2020, we entered into certain freight agreements with Sydelle Marine Limited, a company controlled by members of the family of our Chief
Executive Officer, to charter-in its vessel. The total charter-in expense for the aforementioned freight agreements during the years ended December 31, 2019 and 2020
was $5.5 million and $0.5 million, respectively, and is included in “Charter-in hire expenses” in the consolidated statements of operations.
StarOcean Manning Philippines Inc.
We have 25% ownership interest in StarOcean Manning Philippines, Inc. (“StarOcean”), a company that is incorporated and registered with the Philippine
Securities and Exchange Commission, which provides crewing agency services. The remaining 75% interest is held by local entrepreneurs. This investment is accounted
for as an equity method investment which as of December 31, 2020 and 2021 stands at $0.1 million and $0.2 million, respectively, and is included within “Long term
investment” in the consolidated balance sheet.
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Songa Shipmanagement Ltd.:
Following the completion of the acquisition of 15 operating dry bulk vessels from Songa in July 2018, we appointed Songa Shipmanagement Ltd., an entity
affiliated with certain of the sellers of the Songa Vessels (including one of our directors, Mr. Blystad), as the technical manager of certain of our vessels. The respective
management agreement was terminated on March 31, 2019 and the management fees incurred for the period January 1, 2019 until March 31, 2019 were $0.03 million,
included in “Management fees” in the consolidated statements of operations.
Augustea Technoservices Ltd. and affiliates
Following the completion of the acquisition of 16 operating dry bulk vessels from Augustea and York in 2018, we appointed Augustea Technoservices Ltd., an
entity affiliated with certain of the sellers of the Augustea Vessels (including one of our directors, Mr. Zagari), as the technical manager of certain of our vessels. The
management fees incurred for the years ended December 31, 2019, 2020 and 2021 were $6.6 million, $6.6 million and $6.5 million, respectively, and are included in
“Management fees” in the consolidated statements of operations. In addition, for the years ended December 31, 2020 and 2021, $0.1 million and $0.2 million, respectively,
were invoiced by Augustea Technoservices Ltd. and its affiliates, concerning voyage expenses. As of December 31, 2020 and 2021, we had outstanding payables of $1.2
million and $0.9 million, respectively, to Augustea Technoservices Ltd. and its affiliates.
Iblea Ship Management Limited
In 2021, we appointed Iblea Ship Management Limited, an entity affiliated with one of our directors, Mr. Zagari, to provide certain management services to
certain vessels, which were previously managed by Augustea Technoservices Ltd. The management fees incurred for the year ended December 31, 2021 were $0.1 million
and are included in “Management fees” in the consolidated statements of operations. As of December 31, 2021, we had outstanding payable of $0.4 million to Iblea Ship
Management Limited.
Augustea Oceanbulk Maritime Malta Ltd. (“AOM”)
On September 24, 2019, we chartered-in the vessel AOM Marta, which is owned by AOM, an entity affiliated with Augustea Atlantica SpA and certain members
of our Board of Directors. The agreed rate for chartering-in AOM Marta was index-linked, and the vessel was redelivered to her owners on June 8, 2021. The charter-in
expense for the years ended December 31, 2019, 2020 and 2021 was $2.6 million, $5.4 million and $4.1 million, respectively, and is included in “Charter-in hire
expenses” in the consolidated statement of operations.
Coromel Maritime Limited
During 2019 and 2020, we entered into certain freight agreements with ship-owning company Coromel to charter-in its vessel. Coromel is controlled by family
members of our Chief Executive Officer. The charter-in expense for the aforementioned freight agreement during the years ended December 31, 2019 and 2020 was $5.7
million and $0.2 million, respectively, and is included in “Charter-in hire expenses” in the consolidated statements of operations.
Eagle Bulk Pte. Ltd.:
In 2019, we entered into two time charter agreements with Eagle Bulk Pte. Ltd. to charter-in two of its vessels for a daily rate of $16,300 and $15,800
respectively, for a period of approximately two months for each vessel. Eagle Bulk Pte. Ltd. is related to Oaktree, one of our major shareholders. As of December 31,
2019, both the aforementioned time charter agreements have been completed. The aggregate charter-in expense for the aforementioned time charter agreements during
the year ended December 31, 2019 was $1.9 million and is included in “Charter-in hire expenses” in the consolidated statement of operations. In addition, in 2021 Eagle
Bulk Pte. Ltd. chartered one of our vessels for a daily rate of $39,250 with the vessel having been redelivered to us before year end. The aggregate revenue from the
aforementioned time charter agreement during the year ended December 31, 2021 was $1.5 million and is included in “Voyage Revenues” in the consolidated statement
of operations. No amount was due from Eagle Bulk Pte. Ltd. as of December 31, 2021.
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Short Pool Contracts of Affreightment
During the second quarter of 2020, we agreed, together with Golden Ocean Group, Bocimar International NV and Oceanbulk International S.A (collectively the
“Short Pool Members”), to enter into Contracts of Affreightment (“COAs”) with major miners and commodity traders to transport dry bulk commodities at fixed freight
rates (the “Short Pool”). The Short Pool Members may use own vessels or charter-in from the market to perform the COAs.
Piraeus Bank
In July 2020, we entered into a loan agreement with Piraeus Bank for a loan of up to $50.4 million. In addition, during 2020 the Company entered into an
interest rate swap agreement with Piraeus bank. Both the loan agreement and the interest swap agreement with Piraeus Bank were early terminated in September 2021.
One of our independent members of the Board of Directors at that time was serving as executive member of this financial institution. This director was not involved in
our decisions with regards to the loan and swap from this financial institution.
CCL Pool
On December 30, 2020 a funding of $0.1 million that we had provided CCL Pool, was converted to equity with us holding 25% ownership interest of CCL Pool.
The participation to CCL is accounted for as an equity method investment. Our initial investment of $0.1 million in CCL Pool is presented within “Long term
investment” in the consolidated balance sheet as of December 31, 2021. Our subsequent share of results in CCL Pool is insignificant at December 31, 2020 and 2021.
Hartree Partners LP
During the year ended December 31, 2021 we acquired bunkers from Hartree Partners, LP, an entity controlled by Oaktree Capital Management LP, our largest
shareholder and an amount of $9.6 million was incurred and was included in “Voyage expenses” in the consolidated statement of operations.
Oaktree Shareholders Agreement
The following is a summary of the material terms of the Oaktree Shareholders Agreement. Capitalized terms that are used in this description of the Oaktree
Shareholders Agreement but not otherwise defined below have the meanings ascribed to them under the caption, “Certain Definitions.”
General
The Oaktree Shareholders Agreement was entered into on the date the Merger was completed (July 11, 2014) and governs the ownership interest of Oaktree and
its affiliated investment funds that own Common Shares (and any Affiliates (as defined below) of the foregoing persons that become Oaktree Shareholders pursuant to a
transfer or other acquisition of our Equity Securities (as defined below) in accordance with the terms of the Oaktree Shareholders Agreement, collectively, the “Oaktree
Shareholders”) following the Merger. Based on the number of our outstanding common shares on February 16, 2022, the Oaktree Shareholders beneficially own
approximately 25.4% of the common shares outstanding of the Company as of that date.
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Representation on the Board of Directors
Our Board of Directors is comprised of eleven Directors.
The Oaktree Shareholders are entitled to nominate four (but in no event more than four) Directors (each such nominee, including the persons designated at the
closing of the Merger as described in the preceding paragraph the “Oaktree Designees”) to the Board of Directors for so long as the Oaktree Shareholders and their
Affiliates in the aggregate beneficially own (for purposes of the Oaktree Shareholders Agreement and this summary, as such term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934) 40% or more of our outstanding Voting Securities. We refer to such nominees, as described in the immediately preceding sentence,
including the persons designated at the closing of the Merger, as the Oaktree Designees. During any period the Oaktree Shareholders are entitled to nominate four
Directors pursuant to the Oaktree Shareholders Agreement: (i) if Mr. Petros Pappas is then serving as our Chief Executive Officer and as a Director, then the Oaktree
Shareholders are entitled to nominate only three Directors and (ii) at least one of the Oaktree Designees will not be a citizen or resident of the United States solely to the
extent that (x) at least one of the nominees to the Board of Directors (other than the Oaktree Designees) is a United States citizen or resident and (y) as a result, we would
not qualify as a “foreign private issuer” under Rule 405 under the Securities Act and Rule 3b-4(c) under the Exchange Act if such Oaktree Designee is a citizen or
resident of the United States.
The Oaktree Shareholders are entitled to nominate three directors, two directors and one director to the Board of Directors for so long as the Oaktree
Shareholders and their Affiliates beneficially own 25% or more, but less than 40% of the outstanding Voting Securities, own 15% or more, but less than 25% of the
outstanding Voting Securities and own 5% or more, but less than 15% of our outstanding Voting Securities, respectively. The directors currently designated by Oaktree
are Mr. Laibow, Mr. Lau and Mrs. Ralph.
We have also agreed to establish and maintain an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”) and a
nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”), as well as such other Board of Directors committees as the
board of directors deems appropriate from time to time or as may be required by applicable law or the rules of Nasdaq (or other stock exchange or securities market on
which the Common Shares are at any time listed or quoted). The committees will have such duties and responsibilities as are customary for such committees, subject to
the provisions of the Oaktree Shareholders Agreement.
The Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee will consist of at least three Directors, with the
number of members determined by the Board of Directors; provided, however, that for so long as the Oaktree Shareholders and their Affiliates in the aggregate
beneficially own 15% or more of our outstanding Voting Securities, the Compensation Committee and the Nominating and Corporate Governance Committee will consist
of three members each, and the Oaktree Shareholders are entitled to include one Oaktree Designee on each such Committee.
The Board of Directors will appoint individuals selected by the Nominating and Corporate Governance Committee to fill the positions on the committees of the
Board of Directors that are not required to be filled by Oaktree Designees. See “Item 6. Directors and Senior Management.”
Directors serve on the board until their resignation or removal or until their successors are nominated and appointed or elected; provided, that if the number of
Directors that the Oaktree Shareholders are entitled to nominate pursuant to the Oaktree Shareholders Agreement is reduced by one or more Directors, then the Oaktree
Shareholders shall, within 5 business days, cause such number of Oaktree Designees then serving on the Board of Directors to resign from the Board of Directors as is
necessary so that the remaining number of Oaktree Designees then serving on the Board of Directors is less than or equal to the number of Directors that the Oaktree
Shareholders are then entitled to nominate. However, no such resignation will be required if a majority of the Directors then in office (other than the Oaktree Designees)
provides written notification to the Oaktree Shareholders within such 5-business day period that such resignation will not be required.
If any Oaktree Designee serving as a Director dies or is unwilling or unable to serve as such or is otherwise removed or resigns from office, then the Oaktree
Shareholders can promptly nominate a successor to such Director (to the extent they are still entitled to pursuant to the Oaktree Shareholders Agreement). We have agreed
to take all actions necessary in order to ensure that such successor is appointed or elected to the Board of Directors as promptly as practicable. If the Oaktree Shareholders
are not entitled to nominate any vacant Director position(s), we and the Board of Directors will fill such vacant Director position(s) with an individual(s) selected by the
Nominating and Corporate Governance Committee.
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Voting
Except with respect to any Excluded Matter (as defined below), at any meeting of our shareholders, Oaktree Shareholders have agreed to (and have agreed to
cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all our Voting
Securities beneficially owned by them (and which are entitled to vote on such matter) in excess of the Voting Cap as of the record date for the determination of our
shareholders entitled to vote or consent to such matter, with respect to each matter on which our shareholders are entitled to vote or consent, in the same proportion (for or
against) as our Voting Securities that are owned by shareholders (other than an Oaktree Shareholder, any of their Affiliates or any Group (for purposes of the Oaktree
Shareholders Agreement and this summary, as such term is defined in Section 13(d)(3) of the Exchange Act), which includes any of the foregoing) are voted or consents
are given with respect to each such matter.
In any election of directors to the Board of Directors, except with respect to an election of Directors to the Board of Directors where one or more members of the
slate of nominees put forward by the Nominating and Corporate Governance Committee is being opposed by one or more competing nominees (a “Contested Election”),
the Oaktree Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to
consent to be exercised) with respect to, all our shares beneficially owned by them (and which are entitled to vote on such matter) in favor of the slate of nominees
approved by the Nominating and Corporate Governance Committee.
In the case of a Contested Election, Oaktree Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their
rights to consent (or cause their rights to consent to be exercised) with respect to, all shares beneficially owned by them in excess of the Voting Cap in the same
proportion (for or against) as all of our shares that are owned by our other shareholders (other than the Oaktree Shareholders, any of their Affiliates or any Group which
includes any of the foregoing) are voted or consents are given with respect to such Contested Election.
For so long as the Oaktree Shareholders and their affiliates in the aggregate beneficially own at least 33% of the outstanding Voting Securities of the Company,
without the prior written consent of Oaktree, we and the Board of Directors have agreed not to, directly or indirectly (whether by merger, consolidation or otherwise), (i)
issue Preferred Shares or any other class or series of our Equity Interests that ranks senior to the shares as to dividend distributions and/or distributions upon the
liquidation, winding up or dissolution of the Company or any other circumstances, (ii) issue Equity Securities to a person or Group, if, after giving effect to such
transaction, such issuance would result in such Person or Group beneficially owning more than 20% of our outstanding Equity Securities (except that we and the Board of
Directors retain the right to issue Equity Securities in connection with a merger or other business combination transaction with the consent of the Oaktree Shareholders),
or (iii) issue any Equity Securities of any of our subsidiaries (other than to the Company or a wholly-owned subsidiary of the Company). During the 18 months following
the closing date, which period has now expired, we and the board also agreed not to terminate the Chief Executive Officer or any other of our officers set forth in the
Oaktree Shareholders Agreement, except if such termination were to have been for Cause (as defined in our 2014 Equity Incentive Plan).
Standstill Restrictions
For so long as the Oaktree Shareholders and their Affiliates in the aggregate beneficially own at least 10% of our outstanding Voting Securities, the Oaktree
Shareholders and their Affiliates have agreed not to, directly or indirectly, acquire (i) the beneficial ownership of any additional of our Voting Securities, (ii) the beneficial
ownership of any other of our Equity Securities that derive their value from any of our Voting Securities or (iii) any rights, options or other derivative securities or
contracts or instruments to acquire such beneficial ownership that derive their value from such Voting Securities or other Equity Securities, in each case of clauses (i), (ii)
and (iii), if, immediately after giving effect to any such acquisition, Oaktree Shareholders and their Affiliates would beneficially own in the aggregate more than a
percentage of our outstanding Voting Securities equal to (A) the Oaktree Shareholders’ ownership percentage of our Voting Securities immediately after the closing of the
Merger (i.e., approximately 61.3%) plus (B) 2.5%.
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The foregoing restrictions do not apply to participation by the Oaktree Shareholders or their Affiliates in: (i) pro rata primary offerings of our Equity Securities
based on number of outstanding Voting Securities held or (ii) acquisitions of our Equity Securities that have received Disinterested Director Approval (as defined below).
For so long as the Oaktree Shareholders and their Affiliates in the aggregate beneficially own at least 10% of our Voting Securities, unless specifically invited in
writing by the Board of Directors (with Disinterested Director Approval), neither Oaktree nor any of their Affiliates will in any manner, directly or indirectly, (i) enter
into any tender or exchange offer, merger, acquisition transaction or other business combination or any recapitalization, restructuring, liquidation, dissolution or other
extraordinary transaction involving the Company, (ii) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies,” “consents” or
“authorizations” (as such terms are used in the proxy rules of the Commission promulgated under the Exchange Act) to vote, or seek to influence any person other than
the Oaktree Shareholders with respect to the voting of, any of our Voting Securities (other than with respect to the nomination of the Oaktree Designees and any other
nominees proposed by the Nominating and Corporate Governance Committee), (iii) otherwise act, alone or in concert with third parties, to seek to control or influence the
management, Board of Directors or policies of the Company or any of its Subsidiaries (other than with respect to the nomination of the Oaktree Designees and any other
nominees proposed by the Nominating and Corporate Governance Committee), or (iv) enter into any negotiations, arrangements or understandings with any third party
with respect to any of the foregoing activities.
However, if (i) we publicly announce our intent to pursue a tender offer, merger, sale of all or substantially all of our assets or any similar transaction, which in
each such case would result in a Change of Control Transaction, or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving
the Company and its subsidiaries, taken as a whole, then the Oaktree Shareholders are permitted to privately make an offer or proposal to the Board of Directors and (ii) if
the Board of Directors approves, recommends or accepts a buyout transaction with an Unaffiliated Buyer, the restrictions of the Oaktree Shareholders’ participation in
such transaction will cease to apply, except that any such actions must be discontinued upon the termination or abandonment of the applicable buyout transaction (unless
the Board of Directors determines otherwise with Disinterested Director Approval).
Limitations on Transfer; No Control Premium
For so long as Oaktree and their Affiliates in the aggregate beneficially own at least 10% of our Voting Securities, the Oaktree Shareholders and their Affiliates
have agreed not to sell any of their Common Shares to a person or group that, after giving effect to such transaction, would hold more than 20% of our outstanding Equity
Securities. Notwithstanding the foregoing, the Oaktree and their Affiliates may sell their shares in the Company to any person or Group pursuant to:
·
·
·
·
sales that have received Disinterested Director Approval;
a tender offer or exchange offer, by an Unaffiliated Buyer, that is made to all of our shareholders, so long as such offer would not result in a Change of
Control Transaction, unless the consummation of such Change of Control Transaction has received Disinterested Director Approval;
transfers to an Affiliate of the Oaktree Shareholders that is an investment fund or managed account in accordance with the Oaktree Shareholders Agreement;
and
sales in the open market (including sales conducted by a third-party underwriter, initial purchaser or broker-dealer) in which the Oaktree Shareholder or their
Affiliates do not know (and would not in the exercise of reasonable commercial efforts be able to determine) the identity of the purchaser.
For so long as the Oaktree Shareholders and their Affiliates in the aggregate beneficially own at least 10% of our Voting Securities, neither the Oaktree
Shareholders nor any of their Affiliates will sell or otherwise dispose of any of their Common Shares in any Change of Control Transaction unless our other shareholders
of the Company are entitled to receive the same consideration per Common Share (with respect to the form of consideration and price), and at substantially the same time,
as the Oaktree Shareholders or their Affiliates with respect to their Common Shares in such transaction.
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Other Agreements
For so long as the Oaktree Shareholders are entitled to nominate at least one Director, all transactions involving the Oaktree Shareholders or their Affiliates, on
the one hand, and the Company or its subsidiaries, on the other hand, will require Disinterested Director Approval; provided, that Disinterested Director Approval will
not be required for (a) pro rata participation in primary offerings of our Equity Securities based on number of outstanding Voting Securities held, (b) arms-length ordinary
course business transactions of not more than $5 million in the aggregate per year with portfolio companies of the Oaktree Shareholders or investment funds or accounts
Affiliated with the Oaktree Shareholders or (c) the transactions expressly required or expressly permitted under the merger agreement relating to Heron, the Registration
Rights Agreement and the Oaktree Shareholders Agreement.
We have also agreed to waive (on behalf of itself and its subsidiaries) the application of the doctrine of corporate opportunity, or any other analogous doctrine,
with respect to the Company and its subsidiaries, to the Oaktree Designees, to any of the Oaktree Shareholders or to any of the respective Affiliates of the Oaktree
Designees or any of the Oaktree Shareholders. None of the Oaktree Designees, any Oaktree Shareholder or any of their respective Affiliates has any obligation to refrain
from (i) engaging in the same or similar activities or lines of business as the Company or any of its subsidiaries or developing or marketing any products or services that
compete, directly or indirectly, with those of the Company or any of its subsidiaries, (ii) investing or owning any interest publicly or privately in, or developing a business
relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or any of its subsidiaries or
(iii) doing business with any client or customer of the Company or any of its subsidiaries (each of the activities referred to in clauses (i), (ii) and (iii), a “Specified
Activity”). We (on behalf of the Company and its subsidiaries) have agreed to renounce any interest or expectancy in, or in being offered an opportunity to participate in,
any Specified Activity that may be presented to or become known to any Oaktree Shareholder or any of its Affiliates. However, if and to the extent that from time to time
after the closing of the Merger Mr. Petros Pappas may be considered an Affiliate of any Oaktree Shareholder, the foregoing waivers do not apply to Mr. Petros Pappas,
and any provisions governing corporate opportunities set forth in the Pappas Shareholders Agreement with respect to Mr. Petros Pappas and/or any employment or
services agreement between the Company and Mr. Petros Pappas control.
Certain Exclusions
The restrictions described in “Voting,” “Standstill Restrictions” and “Limitations on Transfer; No Control Premium” of this summary do not apply to portfolio
companies of the Oaktree Shareholders or their Affiliates unless Oaktree (or its successor) possesses at least 50% of the voting power of such portfolio companies or an
action of such portfolio company is taken at the express request or direction of, or in coordination with, an Oaktree Shareholder or its affiliate investment funds.
We have agreed to acknowledge that the Oaktree Shareholders have made investments and entered into business arrangements with Mr. Petros Pappas, his
immediate family and certain affiliates thereof (immediately prior to the Merger) or their respective Affiliates (collectively, the “Pappas Investors”) outside those subject
to the Merger, and may from time to time enter into certain agreements with respect to the holding and/or disposition of Equity Securities of the Company. For purposes
of the Oaktree Shareholders Agreement, these arrangements and potential future agreements between the Oaktree Shareholders or their Affiliates, on the one hand, and
the Pappas Investors, on the other hand, will not cause (i) any Oaktree Shareholder to be deemed to be an Affiliate of, or constitute a group or beneficially own any
Equity Securities of the Company beneficially owned by, the Pappas Investors, or (ii) the Equity Securities of the Company held by the Pappas Investors to be deemed to
be subject to the provisions of the Oaktree Shareholders Agreement.
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Certain Definitions
For purposes of this description of the Oaktree Shareholders Agreement, the following definitions apply:
“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under
common control with, such first Person, where “control” for purposes of this definition means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor or otherwise.
“Change of Control Transaction” means (a) any acquisition, in one or more related transactions, by any Person or Group, whether by transfer of Equity
Securities, merger, consolidation, amalgamation, recapitalization or equity sale (including a sale of securities by the Company) or otherwise, which has the effect of the
direct or indirect acquisition by such Person or Group of the Majority Voting Power in the Company; or (b) any acquisition by any Person or Group directly or indirectly,
in one or more related transactions, of all or substantially all of the consolidated assets of the Company and its subsidiaries (which may include, for the avoidance of
doubt, the sale or issuance of Equity Securities of one or more subsidiaries of the Company).
“Common Shares” means the shares of common stock, par value $0.01 per share, of the Company, or any other capital stock of the Company or any other Person
into which such stock is reclassified or reconstituted (whether by merger, consolidation or otherwise) (as adjusted for any stock splits, stock dividends, subdivisions,
recapitalizations and the like).
“Company” means Star Bulk Carriers Corp.
“Disinterested Director Approval” means, with respect to any transaction or conduct requiring such approval pursuant to this Agreement, the approval of a
majority of the Disinterested Directors with respect to such transaction or conduct (and the quorum requirements set forth in the charter or bylaws of the Company shall
be reduced to exclude any Directors that are not Disinterested Directors for purposes of such approval).
“Disinterested Directors” means any Directors who (a) are not Oaktree Designees and (b) do not have any material business, financial or familial relationship
with a party (other than the Company or its subsidiaries) to the transaction or conduct that is the subject of the approval being sought. Notwithstanding the foregoing,
Petros Pappas shall not constitute an Oaktree Designee (other than for purposes of the election of directors, the standstill obligations and the transfer limitations
applicable to the Oaktree Shareholders and their Affiliates), and the existing agreements and potential future arrangements with respect to the holding and/or disposition
of Equity Securities between the Pappas Investors and the Oaktree Shareholders shall not disqualify Petros Pappas or other Pappas Investors from constituting a
Disinterested Director for purposes of this Agreement (with certain exceptions).
“Equity Securities” means, with respect to any entity, all forms of equity securities in such entity or any successor of such entity (however designated, whether
voting or non-voting), all securities convertible into or exchangeable or exercisable for such equity securities, and all warrants, options or other rights to purchase or
acquire from such entity or any successor of such entity, such equity securities, or securities convertible into or exchangeable or exercisable for such equity securities,
including, with respect to the Company, the Common Shares and Preferred Shares.
“Excluded Matter” includes each of the following:
(a) any vote of the shareholders in connection with a Change of Control Transaction with an Unaffiliated Buyer; provided, however, that if the
Oaktree Shareholders or their Affiliates are voting in support of such Change of Control Transaction, then such vote shall constitute an Excluded Matter only if
such Change of Control Transaction has received the Disinterested Director Approval; and
(b) any vote of the shareholders in connection with (i) an amendment to the charter or bylaws of the Company or (ii) the dissolution of the
Company; provided, however, that if the Oaktree Shareholders or their Affiliates are voting in support of such matter in either case, then such vote shall
constitute an Excluded Matter only if such matter has received the Disinterested Director Approval.
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“Majority Voting Power” means, with respect to any Person, either (a) the power to elect or direct the election of a majority of the Board of Directors or other
similar body of such Person or (b) direct or indirect beneficial ownership of Equity Securities representing more than 39% of the Voting Securities of such Person.
“Other Large Holder” means, with respect to any matter in which the shareholders are entitled to vote or consent, any Person or Group that is not an Oaktree
Shareholder, an Affiliate of an Oaktree Shareholder or a Group that includes any of the foregoing; provided, however, that if the Oaktree Shareholders, on the one hand,
and the Pappas Investors, on the other hand, are entitled to vote on or consent to such matter and a majority of the Voting Securities held by the Pappas Investors are
voting on or consenting to such matter in the same manner as a majority of the Voting Securities held by the Oaktree Shareholders (i.e., both positions of Voting
Securities are “for” or both positions of Voting Securities are “against”), then an “Other Large Holder” shall mean any Person or Group that is not an Oaktree
Shareholder, a Pappas Investor, an Affiliate of either of the foregoing or a Group that includes any of the foregoing.
“Other Large Holder Effective Voting Percentage” means, with respect to an Other Large Holder as of the record date for the determination of shareholders
entitled to vote or consent to any matter, the ratio (expressed as a percentage) of (a) the sum of (i) the number of Voting Securities of the Company beneficially owned by
such Other Large Holder as of such record date, plus (ii) the product of (x) the excess (if any) of the number of Voting Securities of the Company beneficially owned in
the aggregate by the Oaktree Shareholders and their Affiliates as of such record date, over the number of Voting Securities of the Company that is equal to the product of
the total number of Voting Securities of the Company outstanding as of such record date, multiplied by the Voting Cap Percentage applicable with respect to such matter,
multiplied by (y) a percentage equal to (I) the number of Voting Securities of the Company beneficially owned by such Other Large Holder as of such record date, divided
by (II) the number of Voting Securities of the Company beneficially owned by all shareholders (other than the Oaktree Shareholders and their Affiliates) as of such record
date and with respect to which a vote was cast or consent given (for or against) in respect of such matter, divided by (b) the total number of Voting Securities of the
Company outstanding as of such record date.
“Person” means an association, a corporation, an individual, a partnership, a limited liability company, a trust or any other entity or organization, including a
Governmental Authority.
“Preferred Shares” means the shares of preferred stock, par value $0.01 per share, of the Company, or any other capital stock of the Company or any other
Person into which such stock is reclassified or reconstituted (whether by merger, consolidation or otherwise) (as adjusted for any stock splits, stock dividends,
subdivisions, recapitalizations and the like).
“Unaffiliated Buyer” means any Person other than (a) an Oaktree Shareholder, (b) an Affiliate of an Oaktree Shareholder, (c) any Person or Group in which an
Oaktree Shareholder and/or any of its Affiliates has, at the applicable time of determination, Equity Securities of at least $100 million (whether or not such Person or
Group is deemed to be an Affiliate of an Oaktree Shareholder) (provided that this clause (c) shall not be applicable for purposes of Section 4.2 hereof) and (d) a Group
that includes any of the foregoing.
“Voting Cap” means, as of any date of determination, the number of Voting Securities of the Company equal to the product of (a) the total number of outstanding
Voting Securities of the Company as of such date multiplied by (b) the Voting Cap Percentage as of such date.
“Voting Cap Maximum” means, as of any date of determination, a percentage equal to the Other Large Holder Effective Voting Percentage as of such
date multiplied by 110%; provided, that if the Voting Cap Percentage obtained by applying such Voting Cap Maximum would exceed 39%, then the Voting Cap
Maximum shall equal the greater of (a) the sum of the Other Large Holder Effective Voting Percentage as of such date plus 1% and (b) 39%.
“Voting Cap Percentage” means 33%; provided, however, that if as of the record date for the determination of shareholders entitled to vote or consent to any
matter, an Other Large Holder beneficially owns greater than 15% of the outstanding Voting Securities of the Company (the “Voting Cap Threshold”), then, subject to the
next proviso, for every 1% of outstanding Voting Securities of the Company beneficially owned by such Other Large Holder in excess of the Voting Cap Threshold, the
Voting Cap Percentage shall be increased by 2%; provided further, however, that the Voting Cap Percentage shall not exceed a percentage equal to the Voting Cap
Maximum as of such record date. For the avoidance of doubt, if multiple Other Large Holders beneficially own more than 15% of the outstanding Voting Securities of the
Company, the Voting Cap Percentage shall be adjusted in relation to that Other Large Holder having the greatest beneficial ownership of Voting Securities of the
Company.
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“Voting Securities” means, with respect to any entity as of any date, all forms of Equity Securities in such entity or any successor of such entity with voting
rights as of such date, other than any such Equity Securities held in treasury by such entity or any successor or subsidiary thereof, including, with respect to the Company,
Common Shares and Preferred Shares (in each case to the extent (a) entitled to voting rights and (b) issued and outstanding and not held in treasury by the Company or
owned by subsidiaries of the Company).
Pappas Shareholders Agreement
The following is a summary of the material terms of the Pappas Shareholders Agreement. Capitalized terms that are used in this description of the Pappas
Shareholders Agreement but not otherwise defined below have the meanings ascribed to them under the caption, “Certain Definitions.”
General
The Pappas Shareholders Agreement, which entered into effect on July 11, 2014, upon the closing of the Merger, governs the ownership interest of Mr. Petros
Pappas and his children, Ms. Milena-Maria Pappas (one of our former directors) and Mr. Alexandros Pappas, and entities affiliated to them (“Pappas Shareholders”) in
the Company following consummation of the Merger. Based upon the number of our shares outstanding as of February 16, 2022, the Pappas Shareholders beneficially
own approximately 3.6% of our total issued and outstanding common shares of the Company.
Voting
At any meeting of our shareholders, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise
their rights to consent (or cause their rights to consent to be exercised) with respect to, all of our shares beneficially owned by them (and which are entitled to vote on
such matter) in excess of the Voting Cap as of the record date for the determination of our shareholders entitled to vote or consent to such matter, with respect to each
matter on which our shareholders are entitled to vote or consent, in the same proportion (for or against) as all shares owned by other of our shareholders.
Except as described below, in any election of directors to the Board of Directors, the Pappas Shareholders have agreed to (and have agreed to cause their
Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all of our shares beneficially
owned by them (and which are entitled to vote on such matter) in favor of the slate of nominees approved by the Nominating and Corporate Governance Committee.
At any Contested Election following the later of (i) the date on which Mr. Petros Pappas ceases to be our Chief Executive Officer or (ii) the date on which Mr.
Petros Pappas ceases to be a Director, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their
rights to consent (or cause their rights to consent to be exercised) with respect to, all shares beneficially owned by them in excess of the Voting Cap in the same
proportion (for or against) as all shares owned by other of our shareholders.
Standstill Restrictions
Under the terms of the Pappas Shareholders Agreement, until the Pappas Shareholders Agreement is terminated, neither the Pappas Shareholders nor any of their
Affiliates will in any manner, directly or indirectly, (i) enter into any tender or exchange offer, merger, acquisition transaction or other business combination or any
recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company, (ii) make, or in any way participate, directly or
indirectly, in any solicitations of proxies, consents or authorizations to vote, or seek to influence any Person other than the Pappas Shareholders with respect to the voting
of, any Voting Securities of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees
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proposed by the Nominating and Corporate Governance Committee), (iii) otherwise act, alone or in concert with third parties, to seek to control or influence the
management, Board of Directors or policies of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the
Nominating and Corporate Governance Committee), (iv) otherwise act, alone or in concert with third parties, to seek to control or influence the management, Board of
Directors or policies of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the Nominating and Corporate
Governance Committee), or (v) enter into any negotiations, arrangements or understandings with any third party with respect to any of the foregoing activities. However,
if (i) we publicly announce our intent to pursue a tender offer, merger, sale of all or substantially all of our assets, then the Pappas Shareholders will be permitted to
privately make an offer or proposal to the Board of Directors and (ii) if the board of directors approves, recommends or accepts a buyout transaction the standstill
restrictions of the Pappas Shareholders’ participation in such transaction will cease to apply until such buyout transaction is terminated or abandoned and will become
applicable again upon any such termination or abandonment (unless the Board of Directors determines otherwise with Disinterested Director Approval).
No Aggregation with Oaktree
We have agreed to acknowledge that the Pappas Shareholders have made investments and entered into business arrangements with the Oaktree Shareholders
outside those subject to the Merger, and may from time to time enter into certain agreements with respect to the holding and/or disposition of Equity Securities of the
Company. For purposes of the Pappas Shareholders Agreement, these arrangements and potential future agreements between the Pappas Shareholders and the Oaktree
Shareholders will not cause (i) any Pappas Shareholder to be deemed to be an Affiliate of, or constitute a group or beneficially own of our Equity Securities beneficially
owned by, the Oaktree Shareholders, or (ii) our Equity Securities held by the Oaktree Shareholders to be deemed to be subject to the provisions of the Pappas
Shareholders Agreement.
Other Agreements
All transactions involving the Pappas Shareholders or their Affiliates, on the one hand, and the Company or its Subsidiaries, on the other hand, will require
Disinterested Director Approval; provided, that Disinterested Director Approval will not be required for pro rata participation in primary offerings of our Equity
Securities based on number of outstanding Voting Securities held.
Corporate Opportunity
From and after the date of the Pappas Shareholders Agreement and through and including the earliest of (x) the date of termination of the Pappas Shareholders
Agreement, (y) the 36-month anniversary of the date of the Pappas Shareholders Agreement and (z) the date that Petros Pappas ceases to be our Chief Executive Officer,
if a Pappas Shareholder (or any Affiliate thereof) acquires knowledge of a potential dry bulk transaction or dry bulk matter which may, in such Pappas Shareholder’s good
faith judgment, be a business opportunity for both such Pappas Shareholder and the Company (subject to certain exceptions), such Pappas Shareholder (and its Affiliate)
has the duty to promptly communicate or offer such opportunity to the Company. If we do not notify the applicable Pappas Shareholder within five business days
following receipt of such communication or offer that it is interested in pursuing or acquiring such opportunity for itself, then such Pappas Shareholder (or its Affiliate)
will be entitled to pursue or acquire such opportunity for itself.
Termination
The Pappas Shareholders Agreement will terminate upon the earlier of (a) a liquidation, winding-up or dissolution of the Company and (b) the later of (x) such
time as the Pappas Shareholders and their Affiliates in the aggregate beneficially own less than 5% of the outstanding our Voting Securities and (y) the date that is six
months following the later of (i) the date Petros Pappas ceases to be the Chief Executive Officer or (ii) the date Mr. Petros Pappas ceases to be a Director.
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Certain Definitions
For purposes of this description of the Pappas Shareholders Agreement, the following definitions apply:
“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under
common control with, such first Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor or otherwise.
“beneficial owner” means a “beneficial owner”, as such term is defined in Rule 13d-3 under the Exchange Act; “beneficially own”, “beneficial ownership” and
related terms shall have the correlative meanings.
“Company” means Star Bulk Carriers Corp.
“Contested Election” means an election of Directors to the Board of Directors where one or more members of the slate of nominees put forward by the
Nominating and Corporate Governance Committee is being opposed by one or more competing nominees.
“Disinterested Director Approval” means the approval of a majority of the Disinterested Directors (and the quorum requirements set forth in the Charter or
bylaws of the Company shall be reduced to exclude any Directors that are not Disinterested Directors for purposes of such approval).
“Disinterested Directors” means any Directors who (a) are not Petros Pappas, any other Pappas Shareholder or any Affiliate of any Pappas Shareholder and (b)
do not have any material business, financial or familial relationship with a party (other than the Company or its Subsidiaries) to the transaction or conduct that is the
subject of the approval being sought. Notwithstanding the foregoing, the agreements and relationships between the Pappas Shareholders and the Oaktree Shareholders
shall not disqualify any Director designated by Oaktree from constituting a Disinterested Director (except if any such Oaktree designee is Mr. Petros Pappas, any Pappas
Shareholder or any Affiliate thereof). Notwithstanding anything to the contrary in the foregoing, any Oaktree designee shall be disqualified from constituting a
Disinterested Director for purposes of the standstill provision.
“Equity Securities” means, with respect to any entity, all forms of equity securities in such entity or any successor of such entity (however designated, whether
voting or non-voting), all securities convertible into or exchangeable or exercisable for such equity securities, and all warrants, options or other rights to purchase or
acquire from such entity or any successor of such entity, such equity securities, or securities convertible into or exchangeable or exercisable for such equity securities,
including, with respect to the Company, the Common Shares and Preferred Shares.
“Voting Cap” means, as of any date of determination, the number of Voting Securities of the Company equal to the product of (a) the total number of outstanding
Voting Securities of the Company as of such date multiplied by (b) 14.9%.
Registration Rights Agreement and Related Registration Statements
On July 11, 2014, Oaktree, affiliates of Mr. Petros Pappas and Monarch entered into the Registration Rights Agreement. The Registration Rights Agreement
provides Oaktree with certain demand registration rights and provides Oaktree and affiliates of Mr. Petros Pappas with certain shelf registration rights in respect of any of
our common shares held by them, subject to certain conditions, including those shares acquired in July 2014. In addition, in the event that we register additional common
shares for sale to the public, we are required to give notice to Oaktree and affiliates of Mr. Petros Pappas of our intention to effect such registration and, subject to certain
limitations, we are required to include our common shares held by those holders in such registration.
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We are required to bear the registration expenses, other than underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of any
holder’s securities pursuant to the Registration Rights Agreement. The Registration Rights Agreement includes customary indemnification provisions in favor of the
shareholders party thereto, any person who is or might be deemed a control person (within the meaning of the Securities Act, and the Exchange Act and related parties
against certain losses and liabilities (including reasonable costs of investigation and legal expenses) arising out of or relating to any filing or other disclosure made by us
under the securities laws relating to any such registration.
In 2018, the Registration Rights Agreement was amended in conjunction with the Augustea Vessel Acquisition to add Augustea and York as parties.
All ongoing and future transactions between us and any of our officers and directors or their respective affiliates, including loans by our officers and directors, if
any, will be on terms believed by us to be no less favorable than are available from unaffiliated third parties, and such transactions or loans, including any forgiveness of
loans, will require prior approval, in each instance by a majority of our uninterested “independent” directors or the members of our Board of Directors who do not have
an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel.
C. Interests of Experts and Counsel
Not Applicable.
Item 8.
Financial Information
A. Consolidated statements and other financial information.
See Item 18. “Financial Statements.”
Legal Proceedings
We have not been involved in any legal proceedings which we believe may have, or have had, a significant effect on our business, financial position, results of
operations or liquidity, nor are we aware of any proceedings that are pending or threatened which we believe may have a significant effect on our business, financial
position, and results of operations or liquidity. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, principally
personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. Those claims, even if lacking
merit, could result in the expenditure of significant financial and managerial resources.
Dividend Policy
The declaration and payment of dividends will be subject at all times to the discretion of our Board of Directors. The timing and amount of dividends will
depend on our dividend policy, earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in our loan agreements, if any,
the provisions of Marshall Islands law affecting the payment of dividends and other factors. Marshall Islands law generally prohibits the payment of dividends other than
from surplus or while a company is insolvent, or would be rendered insolvent upon the payment of such dividends, or if there is no surplus, dividends may be declared or
paid out of net profits for the fiscal year in which the dividend is declared, and for the preceding fiscal year.
We believe that, under current law, our dividend payments from earnings and profits would constitute “qualified dividend income” and as such will generally be
subject to a preferential United States federal income tax rate (subject to certain conditions) with respect to non-corporate individual shareholders. Distributions in excess
of our earnings and profits will be treated first as a non-taxable return of capital to the extent of a United States shareholder’s tax basis in its common stock on a Dollar-
for-Dollar basis and thereafter as capital gain. Please see “Item 10. Additional Information—E. Taxation” for additional information relating to the tax treatment of our
dividend payments.
Currently, we are able under our financing agreements to pay dividend unless an event of default has occurred.
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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:
a.
b.
c.
d.
$1.40 million for March 31, 2021;
$1.65 million for June 30, 2021;
$1.90 million for September 30, 2021;
$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.
Any future dividends remain subject to approval of our Board of Directors each quarter after its review of our financial performance and will depend upon
various factors, including but not limited to the prevailing charter market conditions, capital requirements, limitations under our credit agreements and applicable
provisions of Marshall Islands law. There can be no assurance that our Board of Directors will declare any dividend in the future.
Pursuant to our dividend policy prevailing at each time, in November 2019 and February 2020, our Board of Directors declared a cash dividend of $0.05 per
share for each of the third and fourth quarter of 2019, respectively. In addition, in May 2021, August 2021, November 2021 and February 2022 our Board declared a cash
dividend of $0.30, $0.70, $1.25 and $2.00 per share for the first, second, third and fourth quarter of 2021, respectively. As a result, an amount of $4.8 million,
$4.8 million and $230.5 million was paid in 2019, 2020 and 2021, respectively, while an amount of approximately $205 million is expected to be paid on or about March
15, 2022..
B. Significant Changes.
There have been no significant changes since the date of the annual consolidated financial statements included in this annual report, other than those described in
Note 18 “Subsequent events” of our annual consolidated financial statements.
Item 9.
The Offer and Listing
A. Offer and Listing Details
Our common shares are traded on the Nasdaq Global Select Market under the symbol “SBLK.”
B. Plan of Distribution
Not applicable.
C. Markets
Our common shares are traded on the Nasdaq Global Select Market under the symbol “SBLK.”
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D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
Item 10.
Additional Information
A. Share Capital
Not Applicable.
B. Memorandum and Articles of Association
Our Articles of Incorporation were filed as Exhibit 3.1 to our Report on Form 6-K filed with the Commission on June 23, 2016 and are incorporated by reference
into Exhibit 1.1 to this annual report.
Under our Articles of Incorporation, our authorized capital stock consists of 325,000,000 registered shares of stock:
o
o
300,000,000 common shares, par value $0.01 per share; and
25,000,000 preferred shares, par value $0.01 per share.
Our Board of Directors shall have the authority to issue all or any of the preferred shares in one or more classes or series with such voting powers, designations,
preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the resolutions providing for the issue of
such class or series of preferred shares.
As of February 16, 2022, we had 102,294,758 common shares issued and outstanding. No preferred shares are issued or outstanding.
In addition, our Articles of Incorporation grant the Chairman of our Board of Directors a tie-breaking vote in the event the directors’ vote is evenly split or
deadlocked on a matter presented for vote.
Our Articles of Incorporation and Bylaws
Our purpose, as stated in Section B of our Articles of Incorporation, is to engage in any lawful act or activity for which corporations may now or hereafter be
organized under the Marshall Islands Business Corporations Act.
Directors
Our directors are elected by a majority of the votes cast by shareholders entitled to vote in an election. Our Articles of Incorporation provide that cumulative
voting shall not be used to elect directors. Our Board of Directors must consist of at least three members. The exact number of directors is fixed by a vote of at least
662/3% of the entire Board of Directors. Our Articles of Incorporation provide for a staggered Board of Directors whereby directors shall be divided into three classes:
Class A, Class B and Class C, which shall be as nearly equal in number as possible. Shareholders, acting as at a duly constituted meeting, or by unanimous written
consent of all shareholders, initially designated directors as Class A, Class B or Class C with only one class of directors being elected in each year and following the
initial term for each such class, each class will serve a three-year term. The terms of our Board of Directors are as follows: (i) the term of our Class A directors expires in
2023; (ii) the term of our Class B directors expires in 2024; and (iii) the term of our Class C directors expires on May 11, 2022. Each director serves his or her respective
term of office until his or her successor has been elected and qualified, except in the event of his or her death, resignation, removal or the earlier termination of his or her
term of office. Our Board of Directors has the authority to fix the amounts which shall be payable to the members of the Board of Directors for attendance at any meeting
or for services rendered to us.
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Shareholder Meetings
Under our Bylaws, annual shareholder meetings will be held at a time and place selected by our Board of Directors. The meetings may be held in or outside of
the Marshall Islands. Special meetings may be called at any time by the Board of Directors, or by the Chairman of the Board of Directors or by the President. No other
person is permitted to call a special meeting and no business may be conducted at the special meeting other than business brought before the meeting by the Board of
Directors, the Chairman of the Board of Directors or the President. Under the MIBCA, our Board of Directors may set a record date between 15 and 60 days before the
date of any meeting to determine the shareholders that will be eligible to receive notice and vote at the meeting.
Dissenters’ Rights of Appraisal and Payment
Under the MIBCA, our shareholders have the right to dissent from various corporate actions, including any merger or consolidation, sale of all or substantially
all of our assets not made in the usual course of our business, and receive payment of the fair value of their shares. However, the right of a dissenting shareholder to
receive payment of the appraised fair value of his shares is not available under the MIBCA for the shares of any class or series of stock, which shares or depository
receipts in respect thereof, at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the
agreement of merger or consolidation, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by
more than 2,000 holders. In the event of any further amendment of our Articles of Incorporation, a shareholder also has the right to dissent and receive payment for his or
her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the MIBCA to receive
payment. In the event that we and any dissenting shareholder fail to agree on a price for the shares, the MIBCA procedures involve, among other things, the institution of
proceedings in the High Court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or
national securities exchange.
Shareholders’ Derivative Actions
Under the MIBCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that
the shareholder bringing the action is a holder of common shares both at the time the derivative action is commenced and at the time of the transaction to which the action
relates.
Indemnification of Officers and Directors
Our Bylaws include a provision that entitles any our directors or officers to be indemnified by us upon the same terms, under the same conditions and to the
same extent as authorized by the MIBCA if the director or officer acted in good faith and in a manner reasonably believed to be in and not opposed to our best interests,
and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
We are also authorized to carry directors’ and officers’ insurance as a protection against any liability asserted against our directors and officers acting in their
capacity as directors and officers regardless of whether we would have the power to indemnify such director or officer against such liability by law or under the
provisions of our Bylaws. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.
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The indemnification provisions in our Bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duty. These
provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might
otherwise benefit us and our shareholders.
Anti-Takeover Provisions of our Charter Documents
Several provisions of our Articles of Incorporation and our Bylaws may have anti-takeover effects. These provisions are intended to avoid costly takeover
battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Board of Directors to maximize shareholder value in connection with any
unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or
acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a shareholder may consider in its best interest, and (2) the removal of incumbent
officers and directors.
Blank Check Preferred Stock
Under the terms of our Articles of Incorporation, our Board of Directors has authority, without any further vote or action by our shareholders, to issue up to
25,000,000 shares of blank check preferred stock. Our Board of Directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a
change of control of our company or the removal of our management.
Classified Board of Directors
Our Articles of Incorporation provide for a Board of Directors serving staggered, three-year terms. Approximately one-third of our Board of Directors will be
elected each year. The classified provision for the Board of Directors could discourage a third party from making a tender offer for our shares or attempting to obtain
control of our company. It could also delay shareholders who do not agree with the policies of the Board of Directors from removing a majority of the Board of Directors
for two years.
Election and Removal of Directors
Our Articles of Incorporation prohibit cumulative voting in the election of directors. Our Articles of Incorporation also require shareholders to give advance
written notice of nominations for the election of directors. Our Articles of Incorporation further provide that our directors may be removed only for cause and only upon
affirmative vote of the holders of at least 70% of our outstanding voting shares. These provisions may discourage, delay or prevent the removal of incumbent officers and
directors.
Limited Actions by Shareholders
Our Bylaws provide that if a quorum is present, and except as otherwise expressly provided by law, the affirmative vote of a majority of the common shares
represented at the meeting shall be the act of the shareholders. Shareholders may act by way of written consent in accordance with the provisions of Section 67 of the
MIBCA.
Advance Notice Requirements for Shareholder Proposals and Director Nominations
Our Articles of Incorporation provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of
shareholders must provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder’s notice must be received at our
principal executive offices not less than 120 days nor more than 180 days prior to the one-year anniversary of the preceding year’s annual meeting. Our Articles of
Incorporation also specify requirements as to the form and content of a shareholder’s notice. These provisions may impede shareholders’ ability to bring matters before an
annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.
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C. Material Contracts
During the years ended December 31, 2020 and 2021 and as of December 31, 2021, we were a party to the Oaktree Shareholders Agreement, the Pappas
Shareholders Agreement and to registration rights agreements with Oaktree and affiliates of Mr. Petros Pappas. For a discussion of these agreements, please see the
section of this annual report entitled “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions.” Such description is not intended to be
complete and reference is made to the contract itself which is an exhibit to this annual report on Form 20-F.
We have no other material contracts, other than contracts entered into in the ordinary course of business, to which we are a party.
D. Exchange Controls
Under the laws of the Marshall Islands, Liberia, Cyprus, Malta, Singapore, British Virgin Islands and Germany, which are the countries of incorporation of the
Company and its subsidiaries, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the
remittance of dividends, interest or other payments to non-resident holders of our common shares.
E. Taxation
The following is a discussion of the material Marshall Islands and U.S. federal income tax regimes relevant to an investment decision with respect to our
common shares.
In addition to the tax consequences discussed below, we may be subject to tax in one or more other jurisdictions, including Greece, Cyprus, Malta, Singapore
and Germany, where we conduct activities. We expect that our tax exposure in these jurisdictions is immaterial.
Marshall Islands Tax Consequences
We are incorporated in the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands
withholding tax will be imposed upon payments of dividends by us to our shareholders.
Material United States Federal Income Tax Considerations
The following is a discussion of the material U.S. federal income tax consequences to us of our activities and to our shareholders of the ownership and
disposition of our common shares. This discussion is not a complete analysis or listing of all of the possible tax consequences to our shareholders of the ownership and
disposition of our common shares and does not address all tax considerations that might be relevant to particular holders in light of their personal circumstances or to
persons that are subject to special tax rules. In particular, the information set forth below deals only with shareholders that will hold common shares as capital assets for
U.S. federal income tax purposes (generally, property held for investment) and that do not own, and are not treated as owning, at any time, 10% or more of the value of
our stock or 10% or more of the total combined voting power of all classes of our stock entitled to vote. In addition, this description of the material U.S. federal income
tax consequences does not address the tax treatment of special classes of shareholders, such as (i) financial institutions, (ii) regulated investment companies, (iii) real
estate investment trusts, (iv) tax-exempt entities, (v) insurance companies, (vi) persons holding the common shares as part of a hedging, integrated or conversion
transaction, constructive sale or “straddle,” (vii) persons that acquired common shares through the exercise or cancellation of employee stock options or otherwise as
compensation for their services, (viii) U.S. expatriates, (ix) persons subject to the alternative minimum tax, the “base erosion and anti-avoidance” tax or the net
investment income tax, (x) dealers or traders in securities or currencies, (xi) persons required to recognize income for U.S. federal income tax purposes no later than when
such income is reported on an “applicable financial statement” and (xii) U.S. shareholders whose functional currency is not the U.S. dollar. You are encouraged to consult
your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or non-U.S. law of the ownership of
our common shares.
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U.S. Federal Income Tax Considerations
The following is a discussion of the material U.S. federal income tax consequences to us of our activities and to U.S. Holders and Non-U.S. Holders (each as
defined below) of the ownership and disposition of our common shares.
The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), U.S. judicial decisions, administrative pronouncements
and existing and proposed Treasury Regulations, all as in effect as of the date hereof. All of the preceding authorities are subject to change, possibly with retroactive
effect, so as to result in U.S. federal income tax consequences different from those discussed below. We have not requested, and will not request, a ruling from the U.S.
Internal Revenue Service (the “IRS”) with respect to any of the U.S. federal income tax consequences described below, and as a result there can be no assurance that the
IRS will not disagree with or challenge any of the conclusions we have reached and describe herein.
This summary does not address estate and gift tax consequences or tax consequences under any state, local or non-U.S. laws.
U.S. Federal Income Taxation of the Company
U.S. Tax Classification of the Company
We are treated as a corporation for U.S. federal income tax purposes. As a result, U.S. Holders will not be directly subject to U.S. federal income tax on our
income, but rather will be subject to U.S. federal income tax on distributions received from us and dispositions of common shares as described below.
U.S. Federal Income Taxation of Operating Income: In General
We anticipate that we will earn substantially all our income from the hiring or leasing of vessels for use mostly on a voyage or time charter basis or from the
performance of services directly related to those uses, all of which we refer to as “shipping income.”
Unless a non-U.S. corporation qualifies for an exemption from U.S. federal income taxation under Section 883 of the Code, such corporation will be subject to
U.S. federal income taxation on its “shipping income” that is treated as derived from sources within the United States. For U.S. federal income tax purposes, 50% of
shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States constitutes income from sources within
the United States (“United States source gross transportation income” or “USSGTI”), and, in the absence of exemption from tax under Section 883 of the Code, such
USSGTI generally will be subject to a 4% U.S. federal income tax imposed without allowance for deductions.
Shipping income of a non-U.S. corporation attributable to transportation that both begins and ends in the United States is considered to be derived entirely from
sources within the United States. However, U.S. law prohibits non-U.S. corporations, such as us, from engaging in transportation that produces income considered to be
derived entirely from U.S. sources.
Shipping income of a non-U.S. corporation attributable to transportation exclusively between two non-U.S. ports will be considered to be derived entirely from
sources outside the United States. Shipping income of a non-U.S. corporation derived from sources outside the United States will not be subject to any U.S. federal
income tax.
Exemption of Operating Income from U.S. Federal Income Taxation
Under Section 883 of the Code and the Treasury Regulations thereunder, a non-U.S. corporation will be exempt from U.S. federal income taxation on its U.S.
source shipping income if:
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(1) it is organized in a country that grants an “equivalent exemption” from tax to corporations organized in the United States in respect of each category of
shipping income for which exemption is being claimed under Section 883 of the Code (a “qualified foreign country”); and
(2) one of the following tests is met: (A) more than 50% of the value of its shares is beneficially owned, directly or indirectly, by “qualified shareholders,”
which term includes individuals that (i) are “residents” of qualified foreign countries and (ii) comply with certain substantiation requirements (the “50% Ownership
Test”); (B) it is a “controlled foreign corporation” and it satisfies an ownership test (the “CFC Test”); or (C) its shares are “primarily and regularly traded on an
established securities market” in a qualified foreign country or in the United States (the “Publicly-Traded Test”). We do not currently anticipate circumstances under
which we would be able to satisfy the 50% Ownership Test or the CFC Test. Our ability to satisfy the Publicly-Traded Test is described below.
The Republic of the Marshall Islands has been officially recognized by the IRS as a qualified foreign country that grants the requisite “equivalent exemption”
from tax in respect of each category of shipping income we earn and currently expect to earn in the future.
Publicly-Traded Test. The Treasury Regulations under Section 883 of the Code provide, in pertinent part, that shares of a non-U.S. corporation will be
considered to be “primarily traded” on an established securities market in a country if the number of shares of each class of stock that are traded during any taxable year
on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in
any other single country. Our common shares are “primarily traded” on the NASDAQ Global Select Market.
Under the Treasury Regulations, stock of a non-U.S. corporation will be considered to be “regularly traded” on an established securities market if (1) one or
more classes of stock of the corporation that represent more than 50% of the total combined voting power of all classes of stock of the corporation entitled to vote and of
the total value of the stock of the corporation, are listed on such market and (2) (A) such class of stock is traded on the market, other than in minimal quantities, on at
least 60 days during the taxable year or one-sixth of the days in a short taxable year and (B) the aggregate number of shares of such class of stock traded on such market
during the taxable year must be at least 10% of the average number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case
of a short taxable year.
Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that a class of shares will not be considered to be “regularly traded” on an
established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class are owned, actually or constructively
under specified share attribution rules, on more than half the days during the taxable year by persons that each own 5% or more of the vote and value of such class of
outstanding stock (the “5% Override Rule”).
For purposes of determining the persons that actually or constructively own 5% or more of the vote and value of our common shares (“5% Shareholders”), the
Treasury Regulations permit us to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the U.S. Securities and Exchange
Commission, as owning 5% or more of our common shares. The Treasury Regulations further provide that an investment company which is registered under the
Investment Company Act of 1940, as amended, will not be treated as a 5% Shareholder for such purposes.
In the event the 5% Override Rule is triggered, the Treasury Regulations provide that the 5% Override Rule will nevertheless not apply if we can establish that
within the group of 5% Shareholders, qualified shareholders (as defined for purposes of Section 883) own sufficient number of shares to preclude non-qualified
shareholders in such group from owning 50% or more of the total value of the class of stock of the closely held block that is a part of our common shares for more than
half the number of days during the taxable year.
Based on information contained in Schedules 13G and 13D filing with the U.S. Securities and Exchange Commission, we believe that we satisfy the Publicly
Traded Test for 2020 and 2021 because we are not subject to the 5% Override Rule for these years because 5% Shareholders did not collectively own more than 50% of
our outstanding common stock for more than half of the days in 2020 and 2021, respectively. Accordingly, we believe that we qualify for exemption under Section 883
for 2020 and 2021. However, we may not qualify for this exemption from U.S. federal income tax on our U.S. source sipping income in subsequent taxable years due to
the factual nature of this inquiry.
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Taxation in Absence of Section 883 Exemption
For any taxable year in which we are not eligible for the benefits of Section 883 exemption, our USSGTI will be subject to a 4% tax imposed by Section 887 of
the Code without the benefit of deductions to the extent that such income is not considered to be “effectively connected” with the conduct of a U.S. trade or business, as
described below. Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as derived from sources within the United
States, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under this regime.
To the extent our shipping income derived from sources within the United States is considered to be “effectively connected” with the conduct of a U.S. trade or
business, as described below, any such “effectively connected” shipping income, net of applicable deductions, would be subject to U.S. federal income tax, currently
imposed at a rate of 21%. In addition, we would generally be subject to the 30% “branch profits” tax on earnings effectively connected with the conduct of such trade or
business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of our U.S. trade or business.
Our shipping income would be considered “effectively connected” with the conduct of a U.S. trade or business only if:
(1) we have, or are considered to have, a fixed place of business in the United States involved in the earning of U.S. source shipping income; and
(2) substantially all of our U.S. source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a
published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
We do not intend to have, or permit circumstances that would result in having, any vessel sailing to or from the United States on a regularly scheduled basis.
Based on the foregoing and on the expected mode of our shipping operations and other activities, it is anticipated that none of our shipping income will be “effectively
connected” with the conduct of a U.S. trade or business.
U.S. Taxation of Gain on Sale of Vessels
Regardless of whether we qualify for exemption under Section 883, we will not be subject to U.S. federal income tax with respect to gain realized on a sale of a
vessel, provided that (i) the sale is considered to occur outside of the United States under U.S. federal income tax principles and (ii) such sale is not attributable to an
office or other fixed place of business in the United States. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to
the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. We intend to conduct our operations so that the gain on any sale of a
vessel by us will not be taxable in the United States.
U.S. Federal Income Taxation of U.S. Holders
As used herein, a “U.S. Holder” is a beneficial owner of a common share that is: (1) a citizen of or an individual resident of the United States, as determined for
U.S. federal income tax purposes; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of
the United States or any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
(4) a trust (A) if a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have authority to control all
substantial decisions of the trust or (B) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.
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If a pass-through entity, including a partnership or other entity classified as a partnership for U.S. federal income tax purposes, is a beneficial owner of our
common shares, the U.S. federal income tax treatment of an owner or partner will generally depend upon the status of such owner or partner and upon the activities of the
pass-through entity. Owners or partners of a pass-through entity that is a beneficial owner of common shares are encouraged to consult their tax advisors.
U.S. Holders are urged to consult their tax advisors as to the particular consequences to them under U.S. federal, state and local, and applicable non-U.S. tax
laws of the ownership and disposition of common shares.
Distributions
Subject to the discussion of passive foreign investment companies (“PFICs”) below, any distributions made by us with respect to our common shares to a U.S.
Holder will generally constitute foreign-source dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax
principles. Distributions in excess of such earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in its
common shares and thereafter as capital gain. However, we do not maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles,
and you should therefore assume that any distribution by us with respect to our common shares will constitute ordinary dividend income.
Because we are not a U.S. corporation, U.S. Holders that are corporations generally will not be entitled to claim a dividends received deduction with respect to any
distributions they receive from us.
If the common shares are readily tradable on an established securities market in the United States within the meaning of the Code, such as the NASDAQ Global
Select Market, and if certain holding period and other requirements (including a requirement that we are not a PFIC in the year of the dividend or the preceding year) are
met, dividends received by non-corporate U.S. Holders will be “qualified dividend income” to such U.S. Holders. Qualified dividend income received by non-corporate
U.S. Holders (including an individual) will be subject to U.S. federal income tax at preferential rates.
Sale, Exchange or Other Disposition of Common Shares
Subject to the discussion of PFICs below, a U.S. Holder generally will recognize capital gain or loss upon a sale, exchange or other disposition of our common
shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis
in such shares. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale,
exchange or other disposition. Such capital gain or loss will generally be treated as U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes. Long-
term capital gains of certain non-corporate U.S. Holders are currently eligible for reduced rates of taxation. A U.S. Holder’s ability to deduct capital losses is subject to
certain limitations.
Passive Foreign Investment Company Considerations
The foregoing discussion assumes that we are not, and will not be, a PFIC. If we are classified as a PFIC in any year during which a U.S. Holder owns our
common shares, the U.S. federal income tax consequences to such U.S. Holder of the ownership and disposition of common shares could be materially different from
those described above. A non-U.S. corporation will be considered a PFIC for any taxable year in which (i) 75% or more of its gross income is “passive income” (e.g.,
dividends, interest, capital gains and rents derived other than in the active conduct of a rental business) or (ii) 50% or more of the average value of its assets produce (or
are held for the production of) “passive income.” For this purpose, we will be treated as earning and owning our proportionate share of the income and assets,
respectively, of any of our subsidiaries that are treated as pass-through entities for U.S. federal income tax purposes. Further, we will be treated as holding directly our
proportionate share of the assets and receiving directly the proportionate share of the income of corporations of which we own, directly or indirectly, at least 25%, by
value. For purposes of determining our PFIC status, income earned by us in connection with the performance of services would not constitute passive income. By
contrast, rental income would generally constitute “passive income” unless we were treated under specific rules as deriving our rental income in the active conduct of a
trade or business. We intend to take the position that income we derive from our voyage and time chartering activities is services income, rather than rental income, and
accordingly, that such income is not passive income for purposes of determining our PFIC status.
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By contrast, we intend to take the position for that income we derive from our bareboat chartering activities is passive income for purposes of determining our
PFIC status. We do not believe that the income we derive from our bareboat chartering activities will materially affect our conclusion that we are not a PFIC for U.S.
federal income tax purposes. We believe that there is substantial legal authority supporting our position consisting of case law and IRS pronouncements concerning the
characterization of income derived from voyage and time charters as services income for other tax purposes. Additionally, we believe that our contracts for newbuilding
vessels are not assets held for the production of passive income, because we intend to use these vessels for voyage and time chartering activities.
Assuming that it is proper to characterize income from our voyage and time chartering activities as services income and based on the expected composition of
our income and assets, we believe that we currently are not a PFIC, and we do not expect to become a PFIC in the future. However, our characterization of income from
voyage and time charters and of contracts for newbuilding vessels is not free from doubt. Moreover, the determination of PFIC status for any year must be made only on
an annual basis after the end of such taxable year and will depend on the composition of our income, assets and operations during such taxable year. Because of the above
described uncertainties, there can be no assurance that the IRS will not challenge the determination made by us concerning our PFIC status or that we will not be a PFIC
for any taxable year.
If we were treated as a PFIC for any taxable year during which a U.S. Holder owns common shares, the U.S. Holder would be subject to special adverse rules
(described in “-Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election”) unless the U.S. Holder makes a timely election to treat us as a
“Qualified Electing Fund” (a “QEF election”) or marks its common shares to market, as discussed below. We intend to promptly notify our shareholders if we determine
that we are a PFIC for any taxable year. A U.S. Holder generally will be required to file IRS Form 8621 if such U.S. Holder owns common shares in any year in which
we are classified as a PFIC.
Taxation of U.S. Holders Making a Timely QEF Election. If a U.S. Holder makes a timely QEF election, such U.S. Holder must report for U.S. federal income
tax purposes its pro-rata share of our ordinary earnings and net capital gain, if any, for each of our taxable years during which we are a PFIC that ends with or within the
taxable year of such U.S. Holder, regardless of whether distributions were received from us by such U.S. Holder. No portion of any such inclusions of ordinary earnings
will be treated as “qualified dividend income.” Net capital gain inclusions of certain non-corporate U.S. Holders might be eligible for preferential capital gains tax rates.
The U.S. Holder’s adjusted tax basis in the common shares will be increased to reflect any income included under the QEF election. Distributions of previously taxed
income will not be subject to tax upon distribution but will decrease the U.S. Holder’s tax basis in the common shares. An electing U.S. Holder would not, however, be
entitled to a deduction for its pro-rata share of any losses that we incur with respect to any taxable year. An electing U.S. Holder would generally recognize capital gain or
loss on the sale, exchange or other disposition of our common shares. A U.S. Holder would make a timely QEF election for our common shares by filing IRS Form 8621
with its U.S. federal income tax return for the first year in which it held such shares when we were a PFIC. If we determine that we are a PFIC for any taxable year, we
would provide each U.S. Holder with all necessary information in order to make the QEF election described above.
Taxation of U.S. Holders Making a “Mark-to-Market” Election. Alternatively, if we were treated as a PFIC for any taxable year and, as we anticipate, our
common shares are treated as “marketable stock,” a U.S. Holder would be allowed to make a “mark-to-market” election with respect to our common shares. If that
election is properly and timely made, the U.S. Holder generally would include as ordinary income in each taxable year that we are a PFIC the excess, if any, of the fair
market value of the common shares at the end of the taxable year over such U.S. Holder’s adjusted tax basis in the common shares. The U.S. Holder would also be
permitted an ordinary loss in each such year in respect of the excess, if any, of the U.S. Holder’s adjusted tax basis in the common shares over their fair market value at
the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder’s tax basis in
its common shares would be adjusted to reflect any such income or loss amount recognized. Any gain realized on the sale, exchange or other disposition of our common
shares in a year that we are a PFIC would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common shares in such a
year would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the U.S. Holder.
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Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election. If we were treated as a PFIC for any taxable year, a U.S. Holder that does
not make either a QEF election or a “mark-to-market” election (a “Non-Electing Holder”) would be subject to special rules with respect to (1) any excess distribution
(i.e., the portion of any distributions received by the Non-Electing Holder on the common shares in a taxable year in excess of 125% of the average annual distributions
received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the common shares), and (2) any
gain realized on the sale, exchange or other disposition of our common shares. Under these special rules:
(1) the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common shares;
(2) the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, would be taxed as ordinary
income and would not be “qualified dividend income”; and
(3) the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for
that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
U.S. Holders are urged to consult their tax advisors concerning the U.S. federal income tax consequences of holding common shares if we are considered a PFIC
in any taxable year.
U.S. Federal Income Taxation of Non-U.S. Holders
As used herein, a “Non-U.S. Holder” is any beneficial owner of a common share that is, for U.S. federal income tax purposes, an individual, corporation, estate
or trust and that is not a U.S. Holder.
If a pass-through entity, including a partnership or other entity classified as a partnership for U.S. federal income tax purposes, is a beneficial owner of our
common shares, the U.S. federal income tax treatment of an owner or partner will generally depend upon the status of such owner or partner and upon the activities of the
pass-through entity. Owners or partners of a pass-through entity that is a beneficial owner of common shares are encouraged to consult their tax advisors.
Distributions
A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on dividends received from us with respect to our common shares,
unless that income is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States. In general, if the Non-U.S. Holder is entitled to
the benefits of an applicable U.S. income tax treaty with respect to those dividends, that income is taxable only if it is attributable to a permanent establishment
maintained by the Non-U.S. Holder in the United States.
Sale, Exchange or Other Disposition of Common Shares
A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain realized upon the sale, exchange or other disposition of
our common shares, unless:
(1) the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States; in general, in the case of a Non-U.S.
Holder entitled to the benefits of an applicable U.S. income tax treaty with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment
maintained by the Non-U.S. Holder in the United States; or
(2) the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions
are met.
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Income or Gains Effectively Connected with a U.S. Trade or Business
If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, dividends on the common shares and gain from the sale,
exchange or other disposition of the shares, that is effectively connected with the conduct of that trade or business (and, if required by an applicable U.S. income tax
treaty, is attributable to a U.S. permanent establishment), will generally be subject to regular U.S. federal income tax in the same manner as discussed in the previous
section relating to the taxation of U.S. Holders. In addition, in the case of a corporate Non-U.S. Holder, its earnings and profits that are attributable to the effectively
connected income, which are subject to certain adjustments, may be subject to an additional U.S. federal branch profits tax at a rate of 30%, or at a lower rate as may be
specified by an applicable U.S. income tax treaty.
Information Reporting and Backup Withholding
Information reporting might apply to dividends paid in respect of common shares and the proceeds from the sale, exchange or other disposition of common
shares within the United States. Backup withholding (currently at a rate of 24%) might apply to such payments made to a U.S. Holder unless the U.S. Holder furnishes its
taxpayer identification number, certifies that such number is correct, certifies that such U.S. Holder is not subject to backup withholding and otherwise complies with the
applicable requirements of the backup withholding rules. Certain U.S. Holders, including corporations, are generally not subject to backup withholding and information
reporting requirements if they properly demonstrate their eligibility for exemption. United States persons who are required to establish their exempt status generally must
provide IRS Form W-9 (Request for Taxpayer Identification Number and Certification). Each Non-U.S. Holder must submit an appropriate, properly completed IRS
Form W-8 certifying, under penalties of perjury, to such Non-U.S. Holder’s non-U.S. status in order to establish an exemption from backup withholding and information
reporting requirements. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit
against your U.S. federal income tax liability, provided that the required information is furnished to the IRS in a timely manner.
Individuals who are U.S. Holders (and to the extent specified in the applicable Treasury Regulations, certain individuals who are non-U.S. Holders and certain
U.S. entities) who hold “specified foreign financial assets” (as defined in Section 6038D of the Code and the applicable Treasury Regulations) are required to file IRS
Form 8938 (Statement of Specified Foreign Financial Assets) with information relating to each such asset for each taxable year in which the aggregate value of all such
assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year. Specified foreign financial assets would include, among other
assets, our common stock, unless the common stock were held through an account maintained with a U.S. financial institution. Substantial penalties apply to any failure
to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, the statute of limitations on the
assessment and collection of U.S. federal income tax with respect to a taxable year for which the filing of IRS Form 8938 is required may not close until three years after
the date on which IRS Form 8938 is filed. U.S. Holders (including U.S. entities) and non-U.S. Holders are encouraged to consult their own tax advisors regarding their
reporting obligations under Section 6038D of the Code.
F. Dividends and paying agents
Not Applicable.
G. Statement by experts
Not Applicable.
H. Documents on display
We file reports and other information with the Commission. These materials, including this annual report and the accompanying exhibits, are available at
http://www.sec.gov. Our filings are also available on our website at http://www.starbulk.com. The information on our website, however, is not, and should not be deemed
to be a part of this annual report. You may also obtain copies of the incorporated documents, without charge, upon written or oral request to Star Bulk Carriers Corp., c/o
Star Bulk Management Inc., 40 Agiou Konstantinou Str., Maroussi, 15124, Athens, Greece.
I. Subsidiary information
Not Applicable.
104
Table of Contents
Item 11.
Quantitative and Qualitative Disclosures about Market Risk
Interest Rates
Our exposure to market risk for changes in interest rate relates primarily to our floating-rate debt. Our floating-rate debt (including bareboat lease financing)
arrangements contain interest rates that fluctuate with LIBOR. Significant increases in interest rates could adversely affect our operating margins, results of operations
and our ability to service our debt.
From time to time, we take positions in interest rate derivative contracts to manage interest costs and risk associated with changing interest rates with respect to
our floating-rate debt. Generally, our approach is to economically hedge a portion of the floating-rate debt and we manage the exposure to the rest of our debt based on
our outlook for interest rates and other factors.
We are exposed to credit loss in the event of non-performance by the counterparties to the interest rate derivative contracts which we are trying to minimize by
only entering into derivative transactions with counterparties that bear an investment grade rate at the time of the transaction and to the extent possible and practical, with
different counterparties to reduce concentration risk.
During the year ended December 31, 2020, we entered into various interest rate swaps with ING Bank N.V (“ING”), DNB Bank ASA (“DNB”), Skandinaviska
Enskilda Banken AB (“SEB”), Citibank Europe PLC (“Citi”), Piraeus Bank and Alpha Bank S.A (“Alpha Bank”) to convert a portion of our debt from floating to fixed
rate.
During the year ended December 31, 2021, we early terminated certain of those interest rate swaps that were in effect as of December 31, 2020 and entered into
new interest rate swap agreements with the National Bank of Greece (“NBG”), SEB and ABN AMRO Bank.
The following table summarizes the interest rate swaps in place as of December 31, 2021.
Counterparty
ING
ING
ING
SEB
Citi
Citi
Citi
Citi
Citi
Citi
Citi
ING July 20
SEB
ABN
NBG
Trading
Date
Mar-20
Mar-20
Mar-20
Mar-20
Jun-20
Jun-20
Jun-20
Jun-20
Jun-20
Jun-20
Jun-20
Jul-20
Feb-21
Feb-21
Jun-21
Inception
Mar-20
Apr-20
Apr-20
Apr-20
Jul-20
Aug-20
Jun-20
Jun-20
Jul-20
Aug-20
Sep-20
Jul-20
Apr-21
Mar-21
Jun-21
Expiry
Mar-26
Oct-25
Apr-23
Jan-25
Oct-23
May-24
Dec-23
Aug-23
Jul-23
May-24
Mar-24
Jul-26
Jan-26
Dec-23
Jun-23
Fixed Rate
Initial Notional ('000)
Current Notional ('000)
0.7000%
0.7000%
0.6750%
0.7270%
0.3300%
0.3510%
0.3380%
0.3280%
0.3250%
0.3520%
0.3430%
0.3700%
0.4525%
0.3120%
0.6500%
105
$ 29,960
$ 39,375
$ 16,157
$ 58,885
$ 104,450
$ 56,075
$ 94,538
$ 56,915
$ 99,816
$ 31,350
$ 33,390
$ 70,000
$ 37,050
$ 84,548
$ 125,000
$ 937,508
$ 26,215
$ 33,750
$ 14,293
$ 51,072
$ 86,200
$ 49,587
$ 74,557
$ 44,075
$ 88,725
$ 27,700
$ 30,298
$ 55,417
$ 33,150
$ 74,557
$ 117,500
$ 807,096
Table of Contents
The above 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 years ended December 31, 2020 and 2021.
As of December 31, 2021, all of our outstanding debt is floating rate, please see Item 5. Operating and Financial Review and Prospects - Senior Secured Credit
Facilities. The total interest expense of our outstanding debt for the year ended December 31, 2021 was $47.8 million. Our estimated total interest expense for the year
ending December 31, 2022 is expected to be $39.7 million. The interest expense related to the floating rate debt reflects an assumed LIBOR-based applicable rate of
0.2091% (the three-month LIBOR rate as of December 31, 2021) or 0.3388% (the six-month LIBOR rate as of December 31, 2021), as applicable, plus the relevant
margin of the applicable debt and lease financing arrangement. The following table sets forth the sensitivity of our outstanding debt, including the effect of our interest
rate swaps, in millions of Dollars, as of December 31, 2021, as to a 100 basis point increase in LIBOR during the next five years.
For the year ending December
31,
Estimated amount of interest
expense
Estimated amount of interest
expense after an increase of 100
basis points
Increase in interest
expense if LIBOR
increases by 100 basis
points
2022
2023
2024
2025
2026
Currency and Exchange Rates
39.7
32.8
25.4
18.3
10.3
46.4
40.3
33.3
24.5
13.9
6.7
7.5
7.9
6.2
3.6
We generate all of our revenues in Dollars and approximately 3% of our operating expenses were incurred in currencies other than the Dollar during 2021, of
which 2% is in Euros. Further, 56% of our General and administrative expenses were incurred in currencies other than the Dollar during 2021, of which 53% is in Euros.
For accounting purposes, expenses incurred in Euros or other foreign currencies (except Dollars) are converted into Dollars at the exchange rate prevailing on the date of
each transaction. Because a significant portion of our expenses are incurred in currencies other than the Dollar, our expenses may from time to time increase relative to
our revenues as a result of fluctuations in exchange rates, particularly between the Dollar and the Euro, which could affect the amount of net income that we report in
future periods. As of December 31, 2021, the effect of an adverse movement in Dollar/Euro exchange rates by 1% would have resulted in an increase of $0.2 million and
$0.04 million in our General and administrative expense and our operating expenses, respectively. While we historically have not mitigated the risk associated with
exchange rate fluctuations through the use of financial derivatives, we may determine to employ such instruments from time to time in the future in order to minimize this
risk. The use of financial derivatives or non-derivative instruments, including foreign exchange forward agreements, would involve certain risks, including the risk that
losses on a hedged position could exceed the nominal amount invested in the instrument and the risk that the counterparty to the derivative or non-derivative transaction
may be unable or unwilling to satisfy its contractual obligations, which could have an adverse effect on our results.
Freight Derivatives
From time to time, we take positions in freight derivatives, mainly through Freight Forward Agreements (“FFAs”). Generally, freight derivatives may be used to
hedge a vessel owner’s exposure to the charter market for a specified route and period of time. If we take positions in freight derivatives we could suffer losses in the
settling or termination of these agreements. This could adversely affect our results of operations and cash flow.
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Table of Contents
During the years ended December 31, 2020 and 2021, we entered into a number of FFAs and options for FFAs on the Capesize, Panamax and Supramax indexes.
We use the freight derivatives as an economic hedge to reduce the risk on specific vessels trading in the spot market, or to take advantage of short term fluctuations in the
market prices. The vast majority of our FFAs are settled on a daily basis through reputable exchanges such as London Clearing House (LCH), Singapore Exchange (SGX)
or Nasdaq. 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. Our freight derivatives do not qualify as cash flow hedges for accounting purposes and therefore gains or losses are recognized in earnings.
As of December 31, 2020, the fair value of our outstanding freight derivatives was a payable of $0.2 million and as of December 31, 2021, the fair value of our
outstanding freight derivatives was a receivable of $1.6 million. A change in the daily forward rates of $1,000 would not have a material impact in the Company’s
financial position as of December 31, 2021. In 2020, we recorded a net loss on our freight derivatives of $6.4 million and in 2021, we recorded a net gain of $3.1 million.
Bunker Swap Agreements
From time to time, 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. If we take positions in bunker swaps or other derivative instruments we could suffer losses in the settling or termination of these agreements. This could
adversely affect our results of operations and cash flow.
During the years ended December 31, 2020 and 2021, we entered into a number of bunker swaps. We use these bunker swaps as an economic hedge to reduce
the risk on bunker price differentials. Our bunker swaps are settled through reputable clearing houses. Our bunker swaps do not qualify as cash flow hedges for
accounting purposes and therefore gains or losses are recognized in earnings. Bunker swaps are treated as assets/liabilities until they are settled.
As of December 31, 2020, no outstanding bunker swap agreements existed. As of December 31, 2021, the fair value of our outstanding bunker swap agreements
was a payable of $0.3 million, all of them expiring within the first quarter of 2022. In 2020 and 2021, we recorded a total net gain of $22.6 million and $0.5 million,
respectively, on our bunker swaps.
Item 12.
Description of Securities Other than Equity Securities
A. Debt securities
Not Applicable.
B. Warrants and rights
Not Applicable.
C. Other securities
Not Applicable.
D. American depository shares
Not Applicable.
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Table of Contents
PART II.
Item 13.
Defaults, Dividend Arrearages and Delinquencies
None.
Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
Item 15.
Controls and Procedures
(a) Disclosure Controls and Procedures
As of December 31, 2021, our management (with the participation of our Chief Executive Officer and Co-Chief Financial Officers) conducted an evaluation
pursuant to Rule 13a-15 and 15d-15 promulgated under the Exchange Act, of the effectiveness of the design and operation of our disclosure controls and procedures.
Based on the evaluation, our Chief Executive Officer and Co-Chief Financial Officers concluded that as of December 31, 2021, our disclosure controls and procedures,
which include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the
Exchange Act is accumulated and communicated to the management, including our Chief Executive Officer and Co-Chief Financial Officers, as appropriate to allow
timely decisions regarding required disclosure, were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission.
(b) Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15 and 15d-15 under the
Securities and Exchange Act of 1934, as amended. Our internal control over financial reporting is a process designed by, or under the supervision of our Chief Executive
Officer and Co-Chief Financial Officers, and carried out by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the
reliability of our financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with U.S. GAAP. Our
internal control over financial reporting includes policies and procedures that:
·
·
·
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S.
GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a
material effect on the consolidated financial statements.
Management has conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in the
“Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, (2013 Framework).
Based on this assessment, management has determined that our internal control over financial reporting as of December 31, 2021 is effective.
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(c) Attestation Report of the Independent Registered Public Accounting Firm
The attestation report on the Company’s internal control over financial reporting issued by the registered public accounting firm that audited the consolidated
financial statements Deloitte Certified Public Accountants S.A., appears under “Item 18. Financial Statements” of this annual report and is incorporated herein by
reference.
(d) Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and the Co-Chief Financial Officers, does not expect that our disclosure controls or our internal control
over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not
absolute, assurance that the control system’s objectives will be met. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving
their objectives. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of
changes in conditions or deterioration in the degree of compliance with policies or procedures. Further, in the design and evaluation of our disclosure controls and
procedures our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the
inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 16A. Audit Committee Financial Expert
Our Board of Directors has determined that Mr. Karellis, whose biographical details are included in “Item 6. Directors and Senior Management,” the chairman of
our Audit Committee qualifies as a financial expert and is considered to be independent according to the Commission rules.
Item 16B. Code of Ethics
We have adopted a code of ethics that applies to our directors, officers and employees. A copy of our code of ethics is posted in the “Corporate Governance”
section of our website, and may be viewed at http://www.starbulk.com/gr/en/code-of-ethics/. Any waivers that are granted from any provision of our Code of Ethics may
be disclosed on our website within five business days following the date of such waiver. The information on our website is not incorporated by reference into this annual
report. We will also provide a hard copy of our code of ethics free of charge upon written request of a shareholder. Shareholders may direct their requests to the attention
of Investor Relations, c/o Star Bulk Management Inc., 40 Agiou Konstantinou Str., Maroussi 15124, Athens, Greece.
Item 16C. Principal Accountant Fees and Services
Deloitte Certified Public Accountants S.A. (“Deloitte”) (PCAOB ID No. 1163), an independent registered public accounting firm, has audited our annual
financial statements acting as our independent auditor for the fiscal years ended December 31, 2019, 2020 and 2021. Ernst & Young (Hellas) Certified Auditors
Accountants S.A. (“Ernst & Young”), an independent registered public accounting firm, has audited our annual financial statements acting as our independent auditor for
the fiscal year ended December 31, 2017. This table below sets forth the total amounts billed and accrued for Deloitte and Ernst.
109
Table of Contents
(In thousands of Dollars)
Audit fees (a)
Audit-related fees (b)
Tax fees (c)
All other fees (d)
Total fees
2020
$ 645
55
—
47
$ 747
2021
$ 691
55
—
39
$ 785
(a)
Audit Fees: Audit fees represent professional services rendered for the audit of our annual financial statements and services provided by the principal accountant in
connection with statutory and regulatory filings or engagements.
(b)
Audit-Related Fees: Audit-related fees consisted of assurance and other services which have not been reported under Audit Fees above.
(c)
Tax Fees: Tax fees represent fees for professional services for tax compliance, tax advice and tax planning.
(d)
All Other Fees: All other fees include services other than audit fees, audit-related fees and tax fees set forth above.
The Audit Committee is responsible for the appointment, replacement, compensation, evaluation and oversight of the work of the independent auditors. As part
of this responsibility, the Audit Committee pre-approves the audit and non-audit services performed by the independent auditors in order to assure that they do not impair
the auditor’s independence from the Company. The Audit Committee has adopted a policy which sets forth the procedures and the conditions pursuant to which services
proposed to be performed by the independent auditors may be pre-approved.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not Applicable.
Item 16E.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Share Repurchase Program
On August 5, 2021, our Board of Directors authorized a share repurchase program (the “Share Repurchase Program”) to purchase up to an aggregate of $50.0
million of our common shares. The timing and amount of any repurchases will be in the sole discretion of our management team, and will depend on legal requirements,
market conditions, share price, alternative uses of capital and other factors. Repurchases of common shares may take place in privately negotiated transactions, in open
market transactions pursuant to Rule 10b-18 of the Exchange Act and/or pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act. We are
not obligated under the terms of the Share Repurchase Program to repurchase any of our common shares. The Share Repurchase Program has no expiration date and may
be suspended or terminated by us at any time without prior notice. We will cancel common shares repurchased as part of this program. During the year ended December
31, 2021, we purchased the following common shares:
Period
October 14-15, 2021
Total
(a) Total Number of Shares (or
Units) Purchased
(b) Average Price Paid per
Share (or Unit) (1)
466,268
466,268
$22.0138
N/A
(c) Total Number of Shares (or
Units) Purchased as Part of
Publicly Announced Plans or
Programs
466,268
466,268
(d) Maximum Number (or
Approximate Dollar Value) of Shares
(or Units) that May Yet Be Purchased
Under the Plans or Programs
$39,735,662
N/A
(1) The average price paid per share does not include commissions paid for each transaction.
The repurchased shares were cancelled and removed from the Company’s share capital as of December 31, 2021.
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Table of Contents
Item 16F. Change in Registrants Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
As a foreign private issuer, we are permitted to follow home country practices in lieu of certain Nasdaq corporate governance requirements. We have certified to
Nasdaq that our corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands. We are exempt from
many of Nasdaq’s corporate governance practices other than the requirements regarding the disclosure of a going concern audit opinion, submission of a listing
agreement, notification of material non-compliance with Nasdaq corporate governance practices, the voting rights agreement and the establishment and composition of an
audit committee and a formal written audit committee charter. The practices we follow in lieu of Nasdaq’s corporate governance requirements are as follows:
· While our Board of Directors is currently comprised of directors a majority of whom are independent, we cannot assure you that in the future we will have a
majority of independent directors. Our Board of Directors does not hold annual meetings or executive sessions at which only independent directors are
present.
·
·
Consistent with Marshall Islands law requirements, in lieu of obtaining an independent review of related party transactions for conflicts of interests, our
Bylaws require any director who has a potential conflict of interest to identify and declare the nature of the conflict to the Board of Directors at the next
meeting of the Board of Directors. Our code of ethics and Bylaws additionally provide that related party transactions must be approved by a majority of the
independent and disinterested directors. If the votes of such independent and disinterested directors are insufficient to constitute an act of the Board of
Directors, then the related party transaction may be approved by a unanimous vote of the disinterested directors.
In lieu of obtaining shareholder approval prior to the issuance of designated securities, we plan to obtain the approval of our Board of Directors for such
share issuances.
· While our audit, compensation and nominating and corporate governance committees are currently comprised of directors who are all independent, we
cannot assure you that in the future we will have committees composed completely of independent directors.
As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to Nasdaq pursuant to Nasdaq corporate governance rules or
Marshall Islands law. Consistent with Marshall Islands law and as provided in Bylaws, we will notify our shareholders of meetings between 10 and 60 days before the
meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting. In addition, our Bylaws provide that
shareholders must give between 120 and 180 days advance notice to properly introduce any business at a meeting of the shareholders.
Other than as noted above, we are in full compliance with applicable Nasdaq corporate governance standard requirements for U.S. domestic issuers.
Item 16H. Mine Safety Disclosure
Not Applicable.
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Table of Contents
Item 17.
Financial Statements
See “Item 18. Financial Statements.”
Item 18.
Financial Statements
PART III.
The financial statements beginning on page F-1 together with the respective reports of the Independent Registered Public Accounting Firms are filed as part of
this annual report.
Item 19.
Exhibits
Exhibit
Number
1.1
1.2
2.1
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9*
4.10
4.11
8.1*
11.1
Description
Fourth Amended and Restated Articles of Incorporation of Star Bulk Carriers Corp. (included as Exhibit 3.1 of the Company’s Form 6-K, which was filed
with the Commission on June 23, 2016 and incorporated herein by reference).
Third Amended and Restated Bylaws of the Company (included as Exhibit 1.2 of the Company’s Form 20-F, which was filed with the Commission on April
8, 2015 and incorporated herein by reference).
Form of Share Certificate (included as Exhibit 2.1 of the Company’s Form 20-F, which was filed with the Commission on April 8, 2015 and incorporated
herein by reference).
Amended and Restated Registration Rights Agreement dated July 11, 2014 (included as Annex E to Exhibit 99.1 to the Company’s Current Report on Form
6-K, dated June 20, 2014 and incorporated herein by reference).
Amendment No. 1 to Amended and Restated Registration Rights Agreement dated August 28, 2014 (included as Exhibit 99.2 to the Company’s Current
Report on Form 6-K, dated September 3, 2014 and incorporated herein by reference).
Amendment No. 2 to Amended and Restated Registration Rights Agreement dated May 15, 2017 (included as Exhibit 4.3 to the Company's Form 20-F,
which was filed with the Commission on March 27, 2020 and incorporated herein by reference).
Amendment No. 3 to Amended and Restated Registration Rights Agreement dated August 3, 2018 (included as Exhibit 4.4 to the Company's Form 20-F,
which was filed with the Commission on March 27, 2020 and incorporated herein by reference).
Oaktree Shareholders Agreement (included as Annex B to Exhibit 99.1 to the Company’s Current Report on Form 6-K, dated June 20, 2014 and
incorporated herein by reference).
Pappas Shareholder Agreement by and among the Company and the parties named therein dated July 11, 2014 (included as Exhibit 99.3 to the Company’s
Current Report on Form 6-K, dated June 16, 2014 and incorporated herein by reference).
2019 Equity Incentive Plan (included as Exhibit 4.9 to the Company’s Form 20-F, which was filed with the Commission on March 27, 2020 and
incorporated herein by reference).
2020 Equity Incentive Plan (included as Exhibit 4.10 to the Company’s Form 20-F, as amended, which was filed with the Commission on April 2, 2021 and
incorporated herein by reference).
2021 Equity Incentive Plan.
Description of Common Shares (included as Exhibit 4.10 to the Company's Form 20-F, which was filed with the Commission on March 27, 2020 and
incorporated herein by reference).
Registration Rights Agreement dated February 2, 2021 (included as Exhibit 4.13 to the Company’s Form 20-F, which was filed with the Commission on
April 2, 2021 and incorporated herein by reference).
Subsidiaries of the Company.
Code of Ethics (included as Exhibit 11.1 to the Company's Form 20-F/A, which was filed with the Commission on April 2, 2020 and incorporated herein by
reference).
112
Table of Contents
12.1*
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
12.2*
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
13.1*
Certification of the Principal Executive Officer pursuant to 18 USC Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2*
Certification of the Principal Financial Officer pursuant to 18 USC Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.2*
Consent of Independent Registered Public Accounting Firm (Deloitte Certified Public Accountants S.A.)
101
The following materials from the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021, formatted in Extensible Business
Reporting Language (XBRL):
(i) Consolidated Balance Sheets as of December 31, 2020 and 2021;
(ii) Consolidated Statements of Operations for the years ended December 31, 2019, 2020 and 2021;
(iii)Consolidated Statements of Comprehensive Income / (Loss) for the years ended December 31, 2019, 2020 and 2021;
(iv)Consolidated Statements of Shareholders’ Equity for the for the years ended December 31, 2019, 2020 and 2021;
(v) Consolidated Statements of Cash Flows for the for the years ended December 31, 2019, 2020 and 2021; and
(vi) the Notes to Consolidated Financial Statements.
* Filed herewith.
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Table of Contents
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign
SIGNATURES
this annual report on its behalf.
Date: March 15, 2022
Star Bulk Carriers Corp.
(Registrant)
By:
/s/ Petros Pappas
Name: Petros Pappas
Title: Chief Executive Officer
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Table of Contents
STAR BULK CARRIERS CORP.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm: Deloitte Certified Public Accountants S.A.
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting: Deloitte Certified Public Accountants S.A.
Consolidated Balance Sheets as of December 31, 2020 and 2021
Consolidated Statements of Operations for the years ended December 31, 2019, 2020 and 2021
Consolidated Statements of Comprehensive Income / (Loss) for the years ended December 31, 2019, 2020 and 2021
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2019, 2020 and 2021
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2020 and 2021
Notes to Consolidated Financial Statements
Page
F-2
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Star Bulk Carriers Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Star Bulk Carriers Corp. and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the
related consolidated statements of operations, comprehensive income/(loss), shareholders’ equity, and cash flows, for each of the three years in the period ended
December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial
reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated March 15, 2022, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We
are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the
audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter
below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment of long-lived assets – Future Charter Rates – Refer to Note 2 of the consolidated financial statements.
Critical Audit Matter Description
The Company’s evaluation of vessels held for use by the Company for impairment involves an initial assessment of each vessel to determine whether events or changes in circumstances
indicate that the carrying amount of the vessel assets may not be recoverable. Total vessels as of December 31, 2021 were $3.01 billion.
F-2
Table of Contents
When the initial assessment suggests impairment indicators, the Company compares future undiscounted net operating cash flows to the carrying values of the related vessel to determine if
the vessel is required to be impaired. When the Company’s estimate of future undiscounted net operating cash flows, excluding interest charges, expected to be generated by the use and
eventual disposition of the vessel is less than its carrying amount, the Company records an impairment loss to the extent the vessel’s carrying value exceeds its fair market value.
The Company makes significant assumptions and judgments to determine the future undiscounted net operating cash flows expected to be generated over the remaining useful life of the
vessel asset, including estimates and assumptions related to the future charter rates. Future charter rates are the most significant and subjective assumption that the Company uses for its
impairment analysis. For periods of time where the vessels are not fixed on time charters or spot market voyage charters, the Company estimates the future daily time charter equivalent for
the vessels’ unfixed days based on the current Forward Freight Agreement (“FFA”) rates of the respective calendar year for each of the first three years, average of the FFA rate of the third
year and the historical average market rate of similar size vessels for the fourth year, and historical average market rates of similar size vessels for the period thereafter. In addition, in light
of the Company’s investment in exhaust gas cleaning systems (“EGCS” or “scrubbers”), an estimate of an additional daily revenue for each scrubber-fitted vessel is also included, reflecting
additional compensation from charterers due to the fuel cost savings that these vessels provide (“scrubber premium”). These assumptions are based on historical trends as well as future
expectations.
We identified future charter rates used in the future undiscounted net operating cash flows as a critical audit matter because of the complex judgements made by management to estimate
them and the significant impact they have on undiscounted cash flows expected to be generated over the remaining useful life of the vessel.
This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s future charter rates.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the future charter rates utilized in the future undiscounted net operating cash flows included the following, among others:
· We tested the effectiveness of controls over management’s review of the impairment analysis, including the future charter rates used within the future undiscounted net operating
cash flows.
· We evaluated the reasonableness of the Company’s estimate of future charter rates through the performance of the following procedures:
1.
Evaluating the Company’s methodology for estimating the future charter rates by comparing the future charter rates utilized in the future undiscounted net operating cash
flows to 1) the Company’s historical rates, including the actual scrubber premium earned on the Company’s past charter contracts, 2) historical rate information by vessel
class published by third parties and 3) other external market sources, including analysts’ reports.
2. Considering the consistency of the assumptions used in the future charter rates, including scrubber premium, with evidence obtained in other areas of the audit. This included
1) internal communications by management to the board of directors, and 2) external communications by management to analysts and investors.
3. Evaluating management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.
/s/ Deloitte Certified Public Accountants S.A.
Athens, Greece
March 15, 2022
We have served as the Company’s auditor since 2018.
F-3
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Star Bulk Carriers Corp.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Star Bulk Carriers Corp. and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal
Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by
COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for
the year ended December 31, 2021, of the Company and our report dated March 15, 2022, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying “Management’s Annual Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte Certified Public Accountants S.A.
Athens, Greece
March 15, 2022
F-4
Table of Contents
STAR BULK CARRIERS CORP.
Consolidated Balance Sheets
As of December 31, 2020 and 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Restricted cash, current (Notes 7 and 17)
Trade accounts receivable, net
Inventories (Note 4)
Due from managers
Due from related parties (Note 3)
Prepaid expenses and other receivables
Derivatives, current asset portion (Note 17)
Other current assets (Note 15)
Total Current Assets
FIXED ASSETS
Vessels and other fixed assets, net (Note 5)
Total Fixed Assets
OTHER NON-CURRENT ASSETS
Long term investment (Note 3)
Restricted cash, non-current (Notes 7 and 17)
Operating leases, right-of-use assets (Note 2)
Derivatives, non-current asset portion (Note 17)
Other non-current assets
TOTAL ASSETS
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term bank loans (Note 7)
Lease financing short term (Note 6)
Accounts payable
Due to managers
Due to related parties (Note 3)
Accrued liabilities (Note 12)
Derivatives, current liability portion (Note 17)
Deferred revenue
Total Current Liabilities
December 31,
2020
December 31,
2021
$
183,211
7,299
38,090
47,294
358
481
17,687
–
12,991
307,411
$
450,285
20,965
81,061
75,077
9,422
242
28,659
1,996
15,217
682,924
2,877,119
2,877,119
3,013,038
3,013,038
1,321
5,021
886
–
35
$ 3,191,793
1,567
2,021
48,256
6,913
–
3,754,719
$
$ 144,900
44,873
32,853
7,813
1,439
20,940
1,939
11,675
266,432
$
156,701
50,434
21,837
3,885
1,426
30,810
743
24,960
290,796
NON-CURRENT LIABILITIES
8.30% 2022 Notes, net of unamortized notes issuance costs of $768 as of December 31, 2020 (Note 7)
Long-term bank loans, net of current portion and unamortized loan issuance costs of $13,761 and $10,853, as of December
31, 2020 and 2021, respectively (Note 7)
Lease financing long term, net of unamortized lease issuance costs of $6,181 and $5,318, as of December 31, 2020 and
2021, respectively (Note 6)
Derivatives, non-current liability portion (Note 17)
Fair value of below market time charters acquired
Operating lease liabilities (Note 2)
Other non-current liabilities
TOTAL LIABILITIES
49,232
–
938,699
932,554
382,417
402,039
2,265
1,289
886
1,046
1,642,266
–
–
48,256
1,056
1,674,701
COMMITMENTS & CONTINGENCIES (Note 14)
SHAREHOLDERS' EQUITY
Preferred Shares; $0.01 par value, authorized 25,000,000 shares; none issued or outstanding at December 31, 2020 and
2021, respectively (Note 8)
Common Shares, $0.01 par value, 300,000,000 shares authorized; 97,146,687 shares issued and 97,139,716 shares (net of
treasury shares) outstanding as of December 31, 2020; 102,294,758 shares issued and outstanding as of December 31, 2021
(Note 8)
Additional paid in capital
Treasury shares (6,971 and nil shares at December 31, 2020 and 2021, respectively)
Accumulated other comprehensive income/(loss)
Accumulated deficit
Total Shareholders' Equity
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
–
–
971
1,023
2,548,956
(93)
(3,993)
(996,314)
1,549,527
3,191,793
$
2,618,319
–
6,933
(546,257)
2,080,018
3,754,719
$
The accompanying notes are integral part of these consolidated financial statements.
F-5
Table of Contents
STAR BULK CARRIERS CORP.
Consolidated Statements of Operations
For the years ended December 31, 2019, 2020 and 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
Revenues:
Voyage revenues (Note 15)
Expenses
Voyage expenses (Notes 3 and 16)
Charter-in hire expenses (Note 3)
Vessel operating expenses (Note 16)
Dry docking expenses
Depreciation (Note 5)
Management fees (Notes 3 and 9)
General and administrative expenses (Note 3)
Impairment loss (Notes 5 and 17)
(Gain)/Loss on time charter agreement termination
Other operational loss
Other operational gain
Provision for doubtful debts
(Gain)/Loss on forward freight agreements and bunker swaps, net (Note 17)
(Gain)/Loss on sale of vessels (Note 5)
Total operating expenses
Operating income / (loss)
Other Income/ (Expenses):
Interest and finance costs (Note 7)
Interest and other income/(loss)
Loss on debt extinguishment (Note 7)
Total other expenses, net
Income / (loss) before taxes and equity in income of investee
Income taxes (Note 13)
Income/(Loss) before equity in income of investee
Equity in income / (loss) of investee
Net income/(loss)
Earnings / (Loss) per share, basic
Earnings / (Loss) per share, diluted
Weighted average number of shares outstanding, basic (Note 11)
Weighted average number of shares outstanding, diluted (Note 11)
Years ended December 31,
2019
2020
2021
$ 821,365 $ 693,241 $ 1,427,423
222,962
126,813
160,062
57,444
124,280
17,500
34,819
3,411
—
110
(2,423)
1,607
(4,411)
5,493
747,667
73,698
226,111
200,058
32,055
14,565
178,543 208,661
23,519 30,986
142,293 152,640
18,405 19,489
31,881 39,500
—
(1,102)
—
2,214
1,513
(2,110)
(3,231)
629
373
(3,564)
(16,156)
—
—
609,253 688,019
83,988 739,404
—
(87,617)
1,299
(3,526)
(89,844)
(69,555)
(56,036)
267 315
(4,924) (3,257)
(74,212)
(58,978)
$ (16,146) $ 9,776 $ 680,426
(16)
(152)
(109)
680,410
9,624
(16,255)
120
36
54
(16,201)
680,530
9,660
$ (0.17) $ 0.10 $ 6.73
0.10
(0.17)
6.71
96,128,173 101,183,829
93,735,549
96,281,389 101,479,072
93,735,549
The accompanying notes are integral part of these consolidated financial statements.
F-6
Table of Contents
STAR BULK CARRIERS CORP.
Consolidated Statements of Comprehensive Income/ (Loss)
For the years ended December 31, 2019, 2020 and 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
Net income / (loss)
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
Less:
Reclassification adjustments of interest rate swap gain/(loss)
Other comprehensive income / (loss)
Total comprehensive income / (loss)
Years ended December 31,
2019
(16,201) $
$
2020
9,660 $
2021
680,530
—
(4,841)
8,575
—
—
$
(16,201) $
848
(3,993)
5,667 $
2,351
10,926
691,456
The accompanying notes are integral part of these consolidated financial statements.
F-7
Table of Contents
STAR BULK CARRIERS CORP.
Consolidated Statements of Shareholders’ Equity
For the years ended December 31, 2019, 2020 and 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
Common Stock
# of
Shares
Par
Value
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
income/(loss)
92,627,349
$
926
$
2,502,429
$
–
883,700
–
–
999,336
(2,940,558)
4,503,370
–
9
–
–
10
(29)
45
–
7,934
–
–
10,055
(23,546)
47,470
96,073,197
$
961
$
2,544,342
$
–
–
1,073,490
–
–
–
10
–
–
–
4,614
–
–
–
–
–
–
–
–
–
–
–
(3,993)
–
–
Accumulated
deficit
Treasury
stock
Total
Shareholders'
Equity
$
(980,165)
$
(3,145)
$
1,520,045
(16,201)
–
(4,804)
–
–
–
–
–
–
–
(93)
–
(16,201)
7,943
(4,804)
(93)
10,065
3,145
(20,430)
–
47,515
$
(1,001,170)
$
(93)
$
1,544,040
9,660
–
–
(4,804)
–
–
–
–
9,660
(3,993)
4,624
(4,804)
97,146,687
$
971
$
2,548,956
$
(3,993)
$
(996,314)
$
(93)
$
1,549,527
–
–
521,310
3,000,000
2,100,000
–
–
5
30
21
–
–
10,926
–
680,530
–
680,530
10,330
–
–
–
–
–
47,545
–
–
–
22,147
–
–
–
10,926
10,335
47,575
22,168
BALANCE,
January 1, 2019
Net income / (loss)
Issuance of vested
and non-vested
shares and
amortization of
share-based
compensation
(Note 10)
Dividend declared
and paid ($0.05 per
share) (Note 8)
Acquisition of
Songa Vessels
Acquisition of E.R
Vessels (Notes 5
and 8)
Purchase of
treasury stock
(Note 8)
Acquisition of
Delphin vessels
(Notes 5 and 8)
BALANCE,
December 31,
2019
Net income / (loss)
Other
comprehensive
income / (loss)
Issuance of vested
and non-vested
shares and
amortization of
share-based
compensation
(Note 10)
Dividend declared
and paid ($0.05 per
share) (Note 8)
BALANCE,
December 31,
2020
Net income / (loss)
Other
comprehensive
income / (loss)
Issuance of vested
and non-vested
shares and
amortization of
share-based
compensation
(Note 10)
Acquisition of
Eneti vessels (Note
8)
Acquisition of ER
vessels (Note 8)
Offering expenses
Cancellation of
treasury stock
(Note 8)
Dividend declared
($2.25 per share)
(Note 8)
Purchase of
treasury stock
(Note 8)
BALANCE,
December 31,
2021
–
–
(292)
–
–
–
(292)
(6,971)
–
(93)
–
–
93
–
–
–
–
–
(230,473)
–
(230,473)
(466,268)
(4)
(10,274)
–
–
–
(10,278)
102,294,758
$
1,023
$
2,618,319
$
6,933
$
(546,257)
$
— $
2,080,018
The accompanying notes are integral part of these consolidated financial statements.
F-8
Table of Contents
STAR BULK CARRIERS CORP.
Consolidated Statements of Cash Flows
For the years ended December 31, 2019, 2020 and 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
Cash Flows from Operating Activities:
Net income / (loss)
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
Depreciation (Note 5)
Amortisation of fair value of above market time charters
Amortisation of fair value of below market time charters
Amortization of debt (loan, lease & notes) issuance costs (Note 7)
Loss on debt extinguishment (Note 7)
Impairment loss (Note 5)
Loss / (gain) on sale of vessels (Note 5)
Provision for doubtful debts
Share-based compensation (Note 10)
(Gain)/Loss on time charter agreement termination
Change in fair value of forward freight derivatives and bunker swaps (Note 17)
Other non-cash charges
Gain on hull and machinery claims
Equity in income / (loss) of investee
Changes in operating assets and liabilities:
(Increase)/Decrease in:
Trade accounts receivable
Inventories
Prepaid expenses and other receivables
Derivatives asset
Due from related parties
Due from managers
Other non-current assets
Increase/(Decrease) in:
Accounts payable
Due to related parties
Accrued liabilities
Due to managers
Deferred revenue
Net cash provided by / (used in) Operating Activities
Cash Flows from Investing Activities:
Advances for vessels & vessel upgrades and other fixed assets
Cash proceeds from vessel sales (Note 5)
Hull and machinery insurance proceeds
Net cash provided by / (used in) Investing Activities
Cash Flows from Financing Activities:
Proceeds from bank loans, leases and notes
Loan and lease prepayments and repayments
Financing and debt extinguishment fees paid
Dividends paid (Note 8)
Offering expenses paid related to the issuance of common stock
Repurchase of common shares
Net cash provided by / (used in) Financing Activities
Net increase/(decrease) in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash at beginning of period
2019
Years ended December 31,
2020
2021
$
(16,201) $ 9,660 $
680,530
124,280
336
(2,349)
5,590
3,526
3,411
5,493
1,607
7,943
–
246
28
(2,264)
(54)
(20,383)
(23,717)
(14,940)
–
732
(615)
(357)
3,627
2,368
11,675
2,024
(3,481)
88,525
(347,140)
56,632
10,671
(279,837)
142,293
–
(1,184)
7,815
4,924
152,640
–
(187)
6,511
3,257
–
–
–
–
629
373
4,624 10,335
(1,102)
–
(1,295)
(1,508)
276 (116)
(192)
(2,154)
(120)
(36)
20,322
3,859
(2,211)
(2)
109
541
(1)
(43,600)
(27,783)
(19,012)
500
239
(9,064)
–
(3,052)
(8,040)
(2,578) (13)
(18,064)
13,810
2,032 (3,928)
13,285
4,301
767,071
170,552
(72,059)
–
5,725
(66,334)
(130,147)
–
8,884
(121,263)
768,282
(623,892)
(15,366)
(4,804)
–
(20,523)
103,697
687,792
(708,910)
(9,027)
(4,804)
470,650
(593,183)
(4,584)
(230,240)
– (433)
(10,278)
–
(368,068)
(34,949)
(87,615)
213,877
69,269
126,262
277,740
195,531
Cash and cash equivalents and restricted cash at end of period
$
126,262 $ 195,531 $
473,271
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest
Non-cash investing and financing activities:
Shares issued in connection with vessel acquisitions
Vessel upgrades
Assumed debt upon acquisition
Right-of use assets and lease obligations for charter-in contracts
Dividends declared but not paid
$
82,172 $ 61,557 $
49,658
57,580
27,848
–
–
–
–
9,674
–
–
–
69,884
–
99,601
48,796
233
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 statements of cash flows:
Cash and cash equivalents
Restricted cash, current (Note 7)
Restricted cash, non-current (Note 7)
Cash and cash equivalents and restricted cash at end of period shown in the statement of cash flows
$
$
117,819 $
7,422
1,021
126,262 $
183,211 $
7,299
5,021
195,531 $
450,285
20,965
2,021
473,271
The accompanying notes are integral part of these consolidated financial statements.
F-9
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
1. Basis of Presentation and General Information:
The consolidated financial statements as of December 31, 2020 and 2021 and for the years ended December 31, 2019, 2020 and 2021, include the accounts of Star Bulk
Carriers Corp. (“Star Bulk”) and its wholly owned subsidiaries as set forth below (collectively, the “Company”).
Star Bulk was incorporated on December 13, 2006 under the laws of the Marshall Islands and maintains offices in Athens, Oslo, New York, Limassol, and Singapore. The
Company is engaged in the ocean transportation of dry bulk cargoes worldwide through the ownership and operation of dry bulk carrier vessels. Since December 3, 2007,
Star Bulk shares trade on the NASDAQ Global Select Market under the ticker symbol “SBLK”.
On March 11, 2020, the World Health Organization declared the 2019 Novel Coronavirus (the “Covid-19”) outbreak a pandemic. In response to the outbreak, many
countries, ports and organizations, including those where the Company conducts a large part of its operations, have implemented measures to combat the outbreak, such
as quarantines and travel restrictions. These measures have resulted in a significant reduction in global economic activity and extreme volatility in the global financial
markets. There continues to be a high level of uncertainty relating to how the pandemic will evolve, including the new Omicron variant of COVID-19, which appears to
be the most transmissible variant to date, the availability of vaccines and their global deployment, the development of effective treatments, the imposition of effective
public safety and other protective measures and the public's and government's responses to such measures. At present, it is not possible to ascertain any future impact of
Covid-19 on the Company’s operational and financial performance, which may take some time to materialize and may not be fully reflected in the Company’s results for
2020 and 2021. 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 were incurred. However, an increase in the
severity or duration or a resurgence of the Covid-19 pandemic and the continued distribution and effectiveness of vaccines could have a material adverse effect on the
Company’s business, results of operations, cash flows, financial condition, the carrying value of the Company’s assets, the fair values of the Company’s vessels, and the
Company’s ability to pay dividends.
As of December 31, 2021, 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, and a combined carrying capacity of 14.1 million
dwt. In addition, through certain of its subsidiaries, the Company charters-in a number of third-party vessels to increase its operating capacity in order to satisfy its
clients’ needs.
F-10
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(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:
Below is the list of the Company’s wholly owned subsidiaries as of December 31, 2021:
Subsidiaries owning vessels in operation at December 31, 2021:
Pearl Shiptrade LLC
Star Ennea LLC
Coral Cape Shipping LLC
Sea Diamond Shipping LLC
Star Castle II LLC
ABY Eleven Ltd
Domus Shipping LLC
Star Breezer LLC
Star Seeker LLC
Wholly Owned Subsidiaries
1
2
3
4
5
6
7
8
9
10 ABY Nine Ltd
11 Clearwater Shipping LLC
12 ABY Ten Ltd
Star Castle I LLC
13
14
Festive Shipping LLC
15 New Era II Shipping LLC
16 New Era III Shipping LLC
17 New Era I Shipping LLC
18 Cape Ocean Maritime LLC
19 Cape Horizon Shipping LLC
20
21
22
23 Christine Shipco LLC
24
25
26
27
28
29
30
31
32
33
34
35 Global Cape Shipping LLC
36
Star Trident XXV Ltd.
37 ABY Fourteen Ltd
38 ABY Fifteen Ltd
39
40 ABY I LLC
Pacific Cape Shipping LLC
Star Borealis LLC
Star Polaris LLC
Star Nor III LLC
Star Regg VI LLC
Star Regg V LLC
Star Regg IV LLC
Star Regg I LLC
Star Regg II LLC
Star Trident V LLC
Sky Cape Shipping LLC
Star Nor I LLC
Star Nor II LLC
Sandra Shipco LLC
Sea Cape Shipping LLC
Vessel Name
Gargantua (1)
Star Gina 2GR
Maharaj (1)
Goliath (1)
Star Leo
Star Laetitia
Star Ariadne
Star Virgo
Star Libra (1)
Star Sienna
Star Marisa
Star Karlie
Star Eleni
Star Magnanimus
Debbie H
Star Ayesha
Katie K
Leviathan
Peloreus
Star Claudine
Star Ophelia
Star Pauline
Star Martha
Pantagruel
Star Borealis
Star Polaris
Star Lyra
Star Bueno
Star Borneo
Star Marilena
Star Marianne
Star Janni
Star Angie
Big Fish
Kymopolia
Star Triumph
Star Scarlett
Star Audrey
Big Bang
Star Paola
F-11
DWT
209,529
209,475
209,472
207,999
207,939
207,896
207,774
207,774
207,727
207,721
207,671
207,566
207,517
207,490
206,823
206,814
206,803
182,466
182,451
181,258
180,716
180,233
180,231
180,140
179,601
179,648
179,147
178,978
178,978
178,977
178,841
177,939
177,931
177,620
176,948
176,274
175,800
175,125
174,109
115,259
Date
Delivered to Star Bulk
April 2, 2015
February 26, 2016
July 15, 2015
July 15, 2015
May 14, 2018
August 3, 2018
March 28, 2017
March 1, 2017
June 6, 2016
August 3, 2018
March 11 2016
August 3, 2018
January 3, 2018
March 26, 2018
May 28, 2019
July 15, 2019
April 16, 2019
September 19, 2014
July 22, 2014
July 6, 2018
July 6, 2018
December 29, 2014
October 31, 2014
July 11, 2014
September 9, 2011
November 14, 2011
July 6, 2018
January 26, 2021
January 26, 2021
January 26, 2021
January 14, 2019
January 7, 2019
October 29, 2014
July 11, 2014
July 11, 2014
December 8, 2017
August 3, 2018
August 3, 2018
July 11, 2014
August 3, 2018
Year Built
2015
2016
2015
2015
2018
2017
2017
2017
2016
2017
2016
2016
2018
2018
2019
2019
2019
2014
2014
2011
2010
2008
2010
2004
2011
2011
2009
2010
2010
2010
2010
2010
2007
2004
2006
2004
2014
2011
2007
2011
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(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):
Subsidiaries owning vessels in operation at December 31, 2021:
Wholly Owned Subsidiaries
41 ABM One Ltd
Star Vega LLC
42
43
Star Sirius LLC
44 Majestic Shipping LLC
45 Nautical Shipping LLC
46 ABY II LLC
47 Augustea Bulk Carrier Ltd
48 Augustea Bulk Carrier Ltd
Star Trident I LLC
49
Star Nor IV LLC
50
Star Alta I LLC
51
Star Alta II LLC
52
Star Nor VI LLC
53
Star Nor V LLC
54
55
Star Trident XIX LLC
56 Grain Shipping LLC
Star Trident XII LLC
57
58 ABY Seven Ltd
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74 Waterfront Two Ltd
75
76
77
78 Mineral Shipping LLC
Star Nor X LLC
79
Star Nor XI LLC
80
Star Zeus VI LLC
81
Star Zeus I LLC
82
Star Zeus II LLC
83
84
Star Zeus VII LLC
85 ABY III LLC
86 ABY IV LLC
87 ABY Three Ltd
88
89
Star Trident IX LLC
Star Sun I LLC
Star Sun II LLC
Star Trident XI LLC
Star Trident VIII LLC
Star Trident XVI LLC
Star Trident XIV LLC
Star Trident X LLC
Star Trident XV LLC
Star Trident XIII LLC
Star Nor VIII LLC
Star Trident II LLC
Star Nor VII LLC
Star Trident XVII LLC
Star Trident XVIII LLC
Star Nor IX LLC
Star Elpis LLC
Star Gaia LLC
Star Nor XII LLC
Star Nor XIII LLC
Vessel Name
Star Eva
Star Vega (1)
Star Sirius (1)
Madredeus
Amami
Star Aphrodite
Star Piera
Star Despoina
Star Kamila
Star Electra
Star Angelina
Star Gwyneth
Star Luna
Star Bianca
Star Maria
Pendulum
Star Markella
Star Jeanette
Star Danai
Star Elizabeth
Star Pavlina
Star Georgia
Star Sophia
Star Mariella
Star Moira
Star Renee
Star Jennifer
Star Laura
Star Mona
Star Nasia
Star Astrid
Star Helena
Star Nina
Star Alessia
Star Calypso
Star Suzanna
Star Charis
Mercurial Virgo
Stardust
Star Sky
Star Lambada (1)
Star Capoeira (1)
Star Carioca (1)
Star Macarena (1)
Star Lydia
Star Nicole
Star Virginia
Star Genesis
Star Flame
F-12
DWT
106,659
98,648
98,648
98,648
98,648
92,006
91,952
91,945
87,001
83,494
82,953
82,703
82,687
82,672
82,578
82,578
82,574
82,567
82,554
82,430
82,361
82,281
82,252
82,249
82,220
82,204
82,192
82,192
82,188
82,183
82,158
82,150
82,145
81,944
81,918
81,644
81,643
81,502
81,502
81,466
81,272
81,253
81,199
81,198
81,187
81,120
81,061
80,705
80,448
Date
Delivered to Star Bulk
August 3, 2018
February 13, 2014
March 7, 2014
July 11, 2014
July 11, 2014
August 3, 2018
August 3, 2018
August 3, 2018
September 3, 2014
July 6, 2018
December 5, 2014
December 5, 2014
July 6, 2018
July 6, 2018
November 5, 2014
July 11, 2014
September 29, 2014
August 3, 2018
October 21, 2014
May 25, 2021
June 16, 2021
October 14, 2014
October 31, 2014
September 19, 2014
November 19, 2014
December 18, 2014
April 15, 2015
December 8, 2014
July 6, 2018
August 29, 2014
July 6, 2018
December 29, 2014
January 5, 2015
August 3, 2018
July 6, 2018
May 15, 2017
March 22, 2017
July 11, 2014
July 6, 2018
July 6, 2018
March 16, 2021
March 16, 2021
March 16, 2021
March 6, 2021
August 3, 2018
August 3, 2018
August 3, 2018
July 6, 2018
July 6, 2018
Year Built
2012
2011
2011
2011
2011
2011
2010
2010
2005
2011
2006
2006
2008
2008
2007
2006
2007
2014
2006
2021
2021
2006
2007
2006
2006
2006
2006
2006
2012
2006
2012
2006
2006
2017
2014
2013
2013
2013
2011
2010
2016
2015
2015
2016
2013
2013
2015
2010
2011
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(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):
Subsidiaries owning vessels in operation at December 31, 2021:
Primavera Shipping LLC
Success Maritime LLC
Star Zeus III LLC
Wholly Owned Subsidiaries
Star Trident III LLC
90
91
Star Trident XX LLC
92 Orion Maritime LLC
93
94
95
96 Ultra Shipping LLC
97 Blooming Navigation LLC
Jasmine Shipping LLC
98
99
Star Lida I Shipping LLC
100 Star Zeus V LLC
101 Star Zeus IV LLC
102 Star Nor XV LLC
103 Star Challenger I LLC
104 Star Challenger II LLC
105 Aurelia Shipping LLC
106 Star Axe II LLC
107 Rainbow Maritime LLC
108 Star Axe I LLC
109 ABY Five Ltd
110 Star Asia I LLC
111 Star Asia II LLC
112 Star Nor XIV LLC
113 Star Lida XI Shipping LLC
114 Star Lida VIII Shipping LLC
115 Star Lida IX Shipping LLC
116 Star Trident VII LLC
117 Star Lida VI Shipping LLC
118 Star Lida VII Shipping LLC
119 Star Lida X Shipping LLC
120 Star Lida III Shipping LLC
121 Star Lida IV Shipping LLC
122 Star Lida V Shipping LLC
123 Star Lida II Shipping LLC
124 Star Regg III LLC
125 Glory Supra Shipping LLC
126 Star Omicron LLC
127 Star Zeta LLC
128 Star Theta LLC
(1)
Subject to sale and lease back financing transaction (Note 6)
DWT
76,390
76,339
63,437
63,404
63,377
63,371
63,261
63,240
63,204
63,123
61,571
61,521
61,491
61,462
61,455
61,324
61,323
61,268
61,234
60,935
60,873
60,873
58,680
56,615
56,604
56,582
56,582
56,559
56,545
56,540
56,539
56,530
56,507
56,506
55,783
55,715
53,444
52,994
52,425
14,072,068
Delivered to Star Bulk
September 8, 2014
September 16, 2014
March 25, 2015
March 31, 2015
April 7, 2015
May 19, 2021
June 26, 2015
January 8, 2016
March 2, 2016
July 16, 2019
March 16, 2021
March 16, 2021
July 6, 2018
December 12, 2013
December 30, 2013
February 27, 2015
January 6, 2016
February 27, 2015
October 9, 2015
August 3, 2018
July 22, 2015
August 7, 2015
July 6, 2018
August 19, 2019
August 8, 2019
July 15, 2019
July 24, 2017
September 18, 2019
July 16, 2019
July 15, 2019
July 16, 2019
July 23, 2019
July 16, 2019
July 15, 2019
October 10, 2018
July 11, 2014
April 17, 2008
January 2, 2008
December 6, 2007
Year Built
2004
2004
2015
2015
2015
2015
2015
2016
2016
2014
2015
2015
2017
2012
2013
2015
2016
2015
2015
2015
2015
2015
2012
2013
2013
2013
2011
2012
2012
2013
2012
2012
2013
2012
2010
2006
2005
2003
2003
Vessel Name
Star Iris
Star Emily
Idee Fixe (1)
Roberta (1)
Laura (1)
Star Athena (1)
Kaley (1)
Kennadi (1)
Mackenzie (1)
Star Apus (1)
Star Bovarius (1)
Star Subaru (1)
Star Wave
Star Challenger (1)
Star Fighter (1)
Honey Badger (1)
Star Lutas (1)
Wolverine (1)
Star Antares (1)
Star Monica
Star Aquarius
Star Pisces (1)
Star Glory
Star Pyxis (1)
Star Hydrus (1)
Star Cleo (1)
Diva (1)
Star Centaurus
Star Hercules
Star Pegasus (1)
Star Cepheus (1)
Star Columba (1)
Star Dorado (1)
Star Aquila
Star Bright
Strange Attractor
Star Omicron
Star Zeta
Star Theta
Total dwt
F-13
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(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):
Non-vessel owning subsidiaries at December 31, 2021 (the below list includes companies previously owning vessels that have been sold, intermediate holding
companies, companies that charter-in vessels and management companies):
Star Bulk Management Inc.
Starbulk S.A.
Star Bulk Manning LLC
Star Bulk Shipmanagement Company (Cyprus) Limited
Candia Shipping Limited (ex Optima Shipping Limited)
Star Omas LLC
Star Synergy LLC
Oceanbulk Shipping LLC
Oceanbulk Carriers LLC
International Holdings LLC
Star Ventures LLC
Star Logistics LLC (ex Dry Ventures LLC)
Wholly Owned Subsidiaries
1
2
3
4
5
6
7
8
9
10
11
12
13 Unity Holding LLC
14
15
16
17
18
Star Bulk (USA) LLC
Star Bulk Norway AS
Star New Era LLC
Star Thor LLC
Star Gamma LLC
Star Aurora LLC
Star Epsilon LLC
Star ABY LLC
19
20
21
22 ABY Group Holding Ltd
23
24
25
26
27
28
29
30
31
32
33
34
35
Star Regina LLC
Star Bulk (Singapore) Pte. Ltd.
Star Bulk Germany GmbH
Star Mare LLC
Star Sege Ltd
Star Regg VII LLC
Star Cosmo LLC
Star Delta LLC
Star Kappa LLC
Star Trident VI LLC
Star Uranus LLC
Star Zeus LLC
Star Bulk Finance (Cyprus) Limited
F-14
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(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):
Charterers who individually accounted for more than 10% of the Company’s voyage revenues during the years ended December 31, 2019, 2020 and 2021 are as follows:
Charterer
A
B
2019
N/A
13%
2020
11%
N/A
No charterer accounted for more than 10% of the Company’s revenues for the year ended December 31, 2021.
2. Significant Accounting policies:
a) Principles of consolidation: The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the
United States of America (“U.S. GAAP”), which include the accounts of Star Bulk and its wholly owned subsidiaries referred to in Note 1 above. All
intercompany balances and transactions have been eliminated on consolidation.
Star Bulk as the holding company determines whether it has controlling financial interest in an entity by first evaluating whether the entity is a voting interest
entity or a variable interest entity. Under ASC 810 “Consolidation”, a voting interest entity is an entity in which the total equity investment at risk is sufficient to
enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and
make financial and operating decisions. Star Bulk consolidates voting interest entities in which it owns all, or at least a majority (generally, greater than 50%), of
the voting interest.
Following the provisions of ASC 810 “Consolidation”, the Company evaluates all arrangements that may include a variable interest in an entity to determine if it
may be the primary beneficiary, and would be required to include assets, liabilities and operations of a variable interest entity in its consolidated financial
statements. The Company’s evaluation did not result in an identification of variable interest entities for the years 2019, 2020 and 2021.
b) Equity method investments: Investments in the equity of entities over which the Company exercises significant influence, but does not exercise control are
accounted for by the equity method of accounting. Under this method, the Company records such an investment at cost and adjusts the carrying amount for its
share of the earnings or losses of the entity subsequent to the date of investment and reports the recognized earnings or losses in income. The Company also
evaluates whether a loss in value of an investment that is other than a temporary decline should be recognized. Evidence of a loss in value might include
absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying
amount of the investment. Dividends received reduce the carrying amount of the investment. When the Company’s share of losses in an entity accounted for by
the equity method equals or exceeds its interest in the entity, the Company does not recognize further losses, unless the Company has made advances, incurred
obligations and made payments on behalf of the entity.
c) Use of estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different
assumptions or conditions.
F-15
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
2.
Significant Accounting policies - (continued):
d) Comprehensive income/(loss): The statement of comprehensive income/(loss) presents the change in equity (net assets) during a period from transactions and
other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by
shareholders and distributions to shareholders. Reclassification adjustments are presented out of accumulated other comprehensive income/(loss) on the face of
the statement in which the components of other comprehensive income/(loss) are presented or in the notes to the financial statements. The Company follows the
provisions of ASC 220 “Comprehensive Income”, and presents items of net income/(loss), items of other comprehensive income/(loss) and total comprehensive
income/(loss) in two separate and consecutive statements.
e) Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of
cash and cash equivalents and restricted cash, trade accounts receivable and derivative contracts (including freight derivatives, bunker derivatives and interest
rate swaps). The Company’s policy is to place its cash with financial institutions evaluated as being creditworthy and are therefore exposed to minimal credit
risk. The Company may be exposed to credit risk in the event of non-performance by counter parties to derivative contracts. To manage this risk, the Company
mainly selects freight derivatives and bunker swaps that clear through reputable clearing houses, such as London Clearing House (“LCH”), Singapore
Exchange (“SGX”) or Nasdaq and limits its exposure in over the counter transactions. The Company performs periodic evaluations of the relative credit
standing of those financial institutions with which the Company transacts. In addition, the Company limits its credit risk with accounts receivable by
performing ongoing credit evaluations of its customers’ financial condition.
f) Foreign currency transactions: The functional currency of the Company is the U.S. Dollar since its vessels operate in the international shipping markets, and
therefore primarily transact business in U.S. Dollars. The Company’s books of accounts are maintained in U.S. Dollars. Transactions involving other currencies
during the period are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the consolidated balance sheet dates,
monetary assets and liabilities, which are denominated in other currencies, are converted into U.S. Dollars at the period-end exchange rates. Resulting
gains/(losses) are included in “Interest and other income/(loss)” in the consolidated statements of operations.
g) Cash and cash equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of
three months or less or from which cash is readily available without penalty, to be cash equivalents.
h) Restricted cash: Restricted cash represents minimum cash deposits or cash collateral deposits required to be maintained with certain banks under the
Company’s borrowing arrangements or derivative contracts, which are legally restricted as to withdrawal or use. In the event that the obligation to maintain
such deposits is expected to be terminated within the next twelve months, these deposits are classified as current assets. Otherwise, they are classified as non-
current assets.
i) Trade accounts receivable, net: The amount shown as Trade accounts receivable, net, at each balance sheet date, includes receivables from customers, net of
any provision for doubtful debts. Pursuant to ASC 326 Financial Instruments - Credit Losses the Company assesses the need for an allowance for credit losses
for expected uncollectible accounts receivable. Such allowance is recorded as an offset to accounts receivable in the consolidated balance sheets and changes in
such allowance are recorded as provision for doubtful debt in the consolidated statements of operations. The Company assesses collectability by reviewing
accounts receivable on a collective basis where similar characteristics exist and on an individual basis when the Company identifies specific charterers with
known disputes or collectability concerns. In determining the amount of the allowance for credit losses, the Company considers historical collectability based
on past due status and makes judgments about the creditworthiness of charterers based on ongoing credit evaluations. The Company also considers charterer-
specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss
data. For the years ended December 31, 2020 and 2021, the Company’s assessment considered also business and market disruptions caused by Covid-19 and
estimates of expected emerging credit and collectability trends. The allowance for credit losses on accounts receivable for the years ended December 31, 2020
and 2021 amounted to $373 and $629 respectively.
j) Inventories: Inventories consist of lubricants and bunkers, which are stated at the lower of cost or net realizable value, which is the estimated selling prices less
reasonably predictable costs of disposal and transportation. Cost is determined by the first in, first out method.
F-16
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
2. Significant Accounting policies - (continued):
k) Vessels, net: Vessels are stated at cost, which consists of the purchase price and any material expenses incurred upon acquisition, such as initial repairs,
improvements, delivery expenses and other expenditures to prepare the vessel for its initial voyage, less accumulated depreciation and impairment, if any.
Certain subsequent expenditures for conversions and major improvements are also capitalized if it is determined that they appreciably extend the life, increase
the earning capacity or improve the efficiency or safety of the vessels. Any other subsequent expenditure is expensed as incurred. The cost of each of the
Company’s vessels is depreciated beginning when the vessel is ready for its intended use, on a straight-line basis over the vessel’s remaining economic useful
life, after considering the estimated residual value (vessel’s residual value is equal to the product of its lightweight tonnage and estimated scrap rate per ton).
Management estimates the useful life of the Company’s vessels to be 25 years from the date of initial delivery from the shipyard. When regulations place
limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life is adjusted at the date such regulations are adopted. The estimated
salvage value of each vessel is $0.3 per light weight ton as of December 31, 2020 and 2021.
l) Advances for vessels under construction and acquisition of vessels: Advances made to shipyards or sellers of shipbuilding contracts during construction
periods or advances made to sellers of secondhand vessels to be acquired are classified as “Advances for vessels under construction and acquisition of vessels”
until the date of delivery and acceptance of the vessel, at which date they are reclassified to “Vessels and other fixed assets, net.” Advances for vessels under
construction also include supervision costs, amounts paid under engineering contracts, and other expenses directly related to the construction of the vessel or
the preparation of the vessel for its initial voyage. Interest cost incurred during the construction period of the vessels is also capitalized and included in the
vessels’ cost.
m) Fair value of above/below market acquired time charters: The Company values any asset or liability arising from the market value of the time charters
assumed when a vessel is acquired. Where vessels are acquired with existing time charters, the Company determines the present value of the difference
between: (i) the contractual charter rate and (ii) the market rate for a charter of equivalent duration prevailing at the time the vessels are delivered. In
discounting the charter rate differences in future periods, the Company uses its Weighted Average Cost of Capital adjusted to account for the credit quality of
the counterparties, as deemed necessary. The cost of the acquisition is allocated to the vessel and the in-place time charter attached on the basis of their relative
fair values. Such intangible asset or liability is recognized ratably as an adjustment to revenues over the remaining term of the assumed time charter.
n) Impairment of long-lived assets: The Company follows guidance under ASC 360 “Property, Plant, and Equipment” related to the impairment or disposal of
long-lived assets which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The standard requires that long-lived
assets held for use by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may
not be recoverable. When the estimate of future undiscounted net operating cash flows, excluding interest charges, expected to be generated by the use and
eventual disposition of the asset is less than its carrying amount, the Company should record an impairment loss to the extent the asset’s carrying value exceeds
its fair value. The Company determines the fair value of its assets based on management estimates and assumptions and by making use of available market data
and taking into consideration agreed sale prices and third party valuations.
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Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
2. Significant Accounting policies - (continued):
In this respect, management regularly reviews the carrying amount of the vessels, including newbuilding contracts, if any, on a vessel-by-vessel basis, when
events and circumstances indicate that the carrying amount of the vessels or newbuilding contracts might not be recoverable (such as vessel valuations of
independent shipbrokers, vessel sales and purchases, business plans, obsolescence or damage to the asset and overall market conditions). When impairment
indicators are present, the Company compares future undiscounted net operating cash flows to the carrying values of the Company’s vessels to determine if the
asset is required to be impaired. In developing its estimates of future undiscounted net operating cash flows, the Company makes assumptions and estimates
about vessels’ future performance, with the significant assumptions being related to charter rates, vessel operating expenses, vessels’ residual value, fleet
utilization and the estimated remaining useful lives of the vessels. These assumptions are based on current market conditions, historical industry and Company’s
specific trends, as well as future expectations.
The future undiscounted net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed vessel days and an
estimated daily time charter equivalent rate for the unfixed days over the estimated remaining economic life of each vessel, net of brokerage and address
commissions. Estimates of the daily time charter equivalent rate for the unfixed days are based on the current Forward Freight Agreement (“FFA”) rates of the
respective calendar year for each of the first three years, average of the FFA rate of the third year and the historical average market rate of similar size vessels for
the fourth year and historical average market rates of similar size vessels for the period thereafter. The expected cash inflows from charter revenues are based on
an assumed fleet utilization rate for the unfixed days over available days, taking also into account expected technical off-hire days. In addition, in light of the
Company’s investment in exhaust gas cleaning systems (“EGCS” or “Scrubbers”), an estimate of an additional daily revenue for each scrubber fitted vessel was
also included, reflecting additional revenue from charterers due to the fuel cost savings that these vessels provide. In assessing expected future cash outflows,
management forecasts vessel operating expenses, which are based on the Company’s internal budget for the first annual period and thereafter assuming an
annual inflation rate and are capped in the thirteenth year thereafter, vessel expected maintenance costs (for dry docking and special surveys) and management
fees. The estimated salvage value of each vessel is $0.3 per light weight ton, in accordance with the Company’s vessel depreciation policy. The Company uses a
probability weighted approach for developing estimates of future cash flows used to test its vessels for recoverability when alternative courses of action are
under consideration (i.e. sale or continuing operation of a vessel). If the Company’s estimate of future undiscounted net operating cash flows for any vessel is
lower than the vessel’s carrying value, the carrying value is written down to the vessel’s fair market value with a charge recorded under “Impairment loss” in the
consolidated statement of operations.
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STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
2.
Significant Accounting policies - (continued):
o) Vessels held for sale: The Company classifies a vessel as being held for sale when all of the following criteria, enumerated under ASC 360 “Property, Plant, and
Equipment”, are met: (i) management has committed to a plan to sell the vessel; (ii) the vessel is available for immediate sale in its present condition; (iii) an
active program to locate a buyer and other actions required to complete the plan to sell the vessel have been initiated; (iv) the sale of the vessel is probable, and
transfer of the asset is expected to qualify for recognition as a completed sale within one year; (v) the vessel is being actively marketed for sale at a price that is
reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will
be made or that the plan will be withdrawn. Vessels classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell.
The resulting difference, if any, is recorded under “Impairment loss” in the consolidated statement of operations. The vessels are not depreciated once they meet
the criteria to be classified as held for sale.
p) Evaluation of purchase transactions: When the Company enters into an acquisition transaction, it determines whether the acquisition transaction was a
purchase of an asset or a business based on the facts and circumstances of the transaction. In accordance with Business Combinations (Topic 805): Clarifying
the Definition of a Business, if substantially all of the fair value of the gross assets acquired in an acquisition transaction are concentrated in a single identifiable
asset or group of similar identifiable assets, then the set is not a business. To be considered a business, a set must include an input and a substantive process that
together significantly contributes to the ability to create an output. All assets acquired and liabilities assumed in a business combination are measured at their
acquisition-date fair values. For asset acquisitions, the cost of the acquisition is allocated to individual assets and liabilities on a relative fair value basis.
Acquisition costs associated with business combinations are expensed as incurred. Acquisition costs associated with asset acquisitions are capitalized.
q) Financing costs: Fees paid to lenders or required to be paid to third parties on the lenders’ behalf for obtaining new loans, senior notes, for refinancing or
amending existing loans or securing leases, are required to be presented on the balance sheet as a direct deduction from the carrying amount of that debt
liability, similar to debt discounts. These costs are amortized as interest and finance costs using the effective interest rate method over the duration of the related
debt. Any unamortized balance of costs relating to debt repaid or refinanced that meet the criteria for Debt Extinguishment (see Subtopic 470-50), is expensed
in the period in which the repayment is made or refinancing occurs. Any unamortized balance of costs relating to debt refinanced that do not meet the criteria
for Debt Extinguishment, are amortized over the term of the refinanced debt. Other fees incurred for obtaining loan facilities whose committed loans have not
been drawn on or before the balance sheet date are recorded under “Other non-current assets” or “Other Current assets”, as applicable, and are reclassified as a
direct deduction from the carrying amount of the loan facilities once financing takes place.
r) Share based compensation: Share based compensation represents the cost of shares and share options granted to employees, executive officers and to directors,
for their services, and is included in “General and administrative expenses” in the consolidated statements of operations. The shares are measured at their fair
value equal to the market value of the Company’s common shares on the grant date. The shares that do not contain any future service vesting conditions are
considered vested shares and the total fair value of such shares is expensed on the grant date. The shares that contain a time-based service vesting condition are
considered non-vested shares on the grant date and a total fair value of such shares is recognized using the accelerated attribution method, which treats an award
with multiple vesting dates as multiple awards and results in a front-loading of the costs of the award. Further, the Company accounts for restricted share award
forfeitures upon occurrence.
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STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
2.
Significant Accounting policies - (continued):
Awards of restricted shares, restricted share units or share options that are subject to performance conditions are also measured at their fair value, which is equal
to the market value of the Company’s common shares on the grant date. If the award is subject only to performance conditions, compensation cost is recognized
only if the performance conditions are satisfied. For awards that are subject to performance conditions and future service conditions, if it is probable that the
performance condition for these awards will be satisfied, the compensation cost in respect of these awards is recognized over the requisite service period. If it is
initially determined that it is not probable that the performance conditions will be satisfied and it is later determined that the performance conditions are likely
to be satisfied (or vice versa), the effect of the change in estimate is retroactively accounted for in the period of change by recording a cumulative catch-up
adjustment to retroactively apply the new estimate. If the award is forfeited because the performance condition is not satisfied, any previously recognized
compensation cost is reversed. The fair value of share options grants is determined with reference to option pricing models, and depends on the terms of the
granted options. The fair value is recognized (as compensation expense) over the requisite service period for all awards that vest.
s) Dry docking and special survey expenses: Dry docking and special survey expenses are expensed when incurred.
t) Accounting for revenue and related expenses: The Company primarily generates its revenues from time charter agreements or voyage charter agreements.
Under a time charter agreement a contract is entered into for the use of a vessel for a specific period of time and a specified daily fixed or index-linked charter
hire rate. An index-linked rate usually refers to freight rate indices issued by the Baltic Exchange, such as the Baltic Capesize Index and the Baltic Panamax
Index. Under a voyage charter agreement, a contract is made in the spot market for the use of a vessel for a specific voyage to transport a specified agreed upon
cargo at a specified freight rate per ton or occasionally a lump sum amount. Under a voyage charter agreement, the charter party generally has a minimum
amount of cargo and the charterer is liable for any short loading of cargo or “dead” freight. A minor part of the Company’s revenues is also generated from pool
arrangements, according to which the amount allocated to each pool participant vessel, including the Company’s vessels, is determined in accordance with an
agreed-upon formula, which is determined by points awarded to each vessel in the pool (based on the vessel’s age, design, consumption and other performance
characteristics) as well as the time each vessel has spent in the pool. For those vessels that operated under the pool arrangements during the years ended
December 31, 2019, 2020 and 2021 the Company considers itself the principal, primarily because of its control over the service to be transferred for the
charterer under those charterparties and therefore related revenues and expenses are presented gross.
The Company determined that its time charter agreements are considered operating leases and therefore fall under the scope of ASC 842 Leases (“ASC 842”)
because, (a) the vessel is an identifiable asset, (b) the Company does not have substitution rights and (c) the charterer has the right to control the use of the
vessel during the term of the contract and derives economic benefits from such use. The duration of the contracts that the Company enters into depends on the
market conditions, with the duration decreasing during weak market conditions. During 2020 and 2021 the majority of the Company’s time charter contracts did
not exceed the period of 12 months, including optional extension periods. Time charter revenues are recognized on a straight-line basis over the term of the
respective time charter agreement for which the performance obligations are satisfied beginning when the vessel is delivered to the charterer until it is
redelivered back to the Company. Time charter agreements may include ballast bonus payments made by the charterer which serve as compensation for the
ballast trip of the vessel to the delivery port, which are deferred and also recognized on a straight line basis over the charter period. Time charter agreements
may also include variable consideration that is not dependent on an index or a rate, such as additional revenue earned from charterers of scrubber fitted vessels
due to the fuel cost savings that these vessels provide, which is recognized as revenue in the period in which the respective bunker quantity is actually
consumed.
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STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
2.
Significant Accounting policies - (continued):
During the time charter agreements the Company is responsible for operating and maintaining the vessel and such costs are included in Vessel operating
expenses in the consolidated statements of operations. In the time charter hire rate received is included compensation for these costs, such as crewing expenses,
repairs and maintenance and insurance. The Company, making use of the practical expedient for lessors, has elected not to separate the lease and non-lease
components included in the time charter revenue but rather to recognize lease revenue as a combined single lease component for all time charter contracts as the
related lease component and non-lease component have the same timing and pattern of transfer (i.e., both the lease and non-lease components are earned with
the passage of time) and the predominant component is the lease. Under time charter agreements, voyage costs, such as fuel and port charges are borne and paid
by the charterer. Time charter revenue is recognized when a charter agreement exists, the vessel is made available to the charterer and collection of the related
revenue is reasonably assured.
The Company has determined that its voyage charter agreements do not contain a lease because the charterer under such contracts does not have the right to
control the use of the vessel since the Company, as the ship-owner, retains control over the operations of the vessel, provided also that the terms of the voyage
charter are pre-determined, and any change requires the Company’s consent and are therefore considered service contracts that fall under the provisions of ASC
606 “Revenue from contracts with customers”. The Company accounts for a voyage charter when all the following criteria are met: (i) the parties to the contract
have approved the contract in the form of a written charter agreement or fixture recap and are committed to perform their respective obligations, (ii) the
Company can identify each party’s rights regarding the services to be transferred, (iii) the Company can identify the payment terms for the services to be
transferred, (iv) the charter agreement has commercial substance (that is, the risk, timing, or amount of the future cash flows is expected to change as a result of
the contract) and (v) it is probable that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the services
that will be transferred to the charterer. The majority of revenue from voyage charter agreements is usually collected in advance. The Company has determined
that there is one single performance obligation for each of its voyage contracts, which is to provide the charterer with an integrated transportation service within
a specified time period. In addition, the Company has concluded that a contract for a voyage charter meets the criteria to recognize revenue over time because
the charterer simultaneously receives and consumes the benefits of the Company’s performance as the Company performs. Therefore, since the Company’s
performance obligation under each voyage contract is met evenly as the voyage progresses, revenue is recognized on a straight line basis over the voyage days
from the loading of cargo to its discharge.
Demurrage income, which is considered a form of variable consideration, is included in voyage revenues, and represents payments by the charterer to the vessel
owner when loading or discharging time exceeds the stipulated time in the voyage charter agreements. Demurrage income for the years ended December 31,
2019, 2020 and 2021 was not material.
Under voyage charter agreements, all voyage costs are borne and paid by the Company. Voyage expenses consist primarily of brokerage commissions, bunker
consumption, port and canal expenses and agency fees related to the voyage. All voyage costs are expensed as incurred with the exception of the contract
fulfilment costs that incur from the latter of the end of the previous vessel employment and the contract date and until the commencement of loading the cargo
on the relevant vessel, which are capitalized to the extent the Company, in its reasonable judgement, determines that they (i) are directly related to a contract,
(ii) will be recoverable and (iii) enhance the Company’s resources by putting the Company’s vessel in a location to satisfy its performance obligation under a
contract pursuant to the provisions of ASC 340-40 “Other assets and deferred costs”. These capitalized contract fulfilment costs are recorded under “Other
current assets” and are amortized on a straight-line basis as the related performance obligations are satisfied.
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STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
2. Significant Accounting policies - (continued):
u) Fair value measurements: The Company follows the provisions of ASC 820, “Fair Value Measurements and Disclosures” that defines and provides guidance as
to the measurement of fair value. ASC 820 creates a hierarchy of measurement and indicates that, when possible, fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy gives the highest priority (Level 1) to
quoted prices in active markets and the lowest priority (Level 3) to unobservable data, for example, the reporting entity’s own data. Under the standard, fair
value measurements are separately disclosed by level within the fair value hierarchy (Note 17).
v) Earnings / (loss) per share: Basic earnings or loss per share are calculated by dividing net income or loss available to common shareholders by the basic
weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the treasury stock method whereby all
of the Company’s dilutive securities are assumed to be exercised and the proceeds used to repurchase common shares are calculated at the weighted average
market price of the Company’s common shares during the relevant periods. The incremental shares (the difference between the number of shares assumed
issued and the number of shares assumed purchased) are included in the denominator of the diluted earnings per share computation (Note 11).
w) Segment reporting: The Company reports financial information and evaluates its operations and operating results by total charter revenues and not by the type
of vessel, length of vessel employment, customer or type of charter. As a result, management, including the Chief Executive Officer, who is the chief operating
decision maker, reviews operating results solely by revenue per day and operating results of the fleet, and thus, the Company has determined that it operates
under one reportable segment, that of operating dry bulk vessels. Furthermore, when the Company charters a vessel to a charterer, the charterer is free to trade
the vessel worldwide, subject to restrictions as per the charter agreement, and, as a result, the disclosure of geographic information is impracticable.
x) Leases: On January 1, 2019, the Company adopted ASC 842, according to which lessees are required to recognize assets and liabilities on the balance sheet for
the rights and obligations created by all leases with a term of more than 12 months. For lessees, leases are classified as either finance or operating, with
classification affecting the pattern of expense recognition on the income statement. ASC 842 requires lessors to classify leases as a sales-type, direct financing,
or operating leases. All leases that are not sales-type leases or direct financing leases (i.e that in effect neither transfer control of the underlying asset to the
lessee nor transfer substantially all of the risks and benefits of the underlying asset to the lessee) are operating leases. Refer to Note 2(t) for the lease
arrangements with the Company acting as Lessor.
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STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
2. Significant Accounting policies - (continued):
The following are types of contracts with the Company acting as Lessee that fall under ASC 842:
A) Time charter-in agreements that the Company from time to time enters into for third-party vessels to increase its operating capacity in order to satisfy its
clients’ needs which has determined to be operating leases. The duration of these contracts may vary with vast majority not exceeding 12 months. The assets
and liabilities recognized in respect of the time charter –in agreements with an initial term exceeding 12 months that correspond to the underlying rights and
obligations are presented within “Operating leases, right-of-use assets” and “Operating lease liabilities”, respectively, in the consolidated balance sheets.
The weighted average discount rate used for the recognition of these leases is the estimated annual incremental borrowing rate for this type of assets which
is estimated at approximately 3%. The carrying value of these assets and liabilities as of December 31, 2020 and 2021 amounted to $nil and $47,704,
respectively. The Company has elected to use the practical expedient of ASC 842 that allows for time charter-in contracts with an initial term of 12 months
or less to be excluded from the operating lease right-of use assets and the corresponding lease liabilities recognition on the consolidated balance sheet.
Further, the Company has also elected the practical expedient to combine lease and non-lease component. The Company continues to recognize the lease
payments for all charter-in operating leases under Charter-in hire expenses in the consolidated statements of operations on a straight line basis over the lease
term. Revenues generated from those charter-in vessels are included in Voyage revenues in the consolidated statements of operations.
The time charter-in payments required to be made after December 31, 2021, for the outstanding operating lease liabilities recognized on the balance sheet as
described above, are as follows:
Twelve month periods ending
December 31, 2022
December 31, 2023
December 31, 2024
December 31, 2025
December 31, 2026
December 31, 2027 and thereafter
Total time charter-in payments
Amount
10,274
9,883
5,025
5,538
5,394
11,590
47,704
$
$
The weighted average remaining lease term of these charter-in arrangements as of December 31, 2021 is 5.85 years.
B) Sale and lease back transactions which involve a purchase obligation (or a purchase option that is reasonably certain, at inception, that will be exercised) and
are therefore treated as a failed sale or merely a financing arrangement, and therefore are not within the scope of sale and leaseback accounting. In such
cases the Company does not derecognize the corresponding leased vessels and continues to present these at their net book values within “Vessels and other
fixed assets, net” on its consolidated balance sheets, while the financing liability is presented in “Lease financing” in the Company’s consolidated balance
sheets. Depreciation attributable to the vessels that are subject to financing under sale and lease back transactions is included within “Depreciation” in the
consolidated statements of operations while the corresponding interest expense on the lease financing arrangement is included within “Interest and finance
costs” in the consolidated statements of operations. All of the Company’s lease financing agreements as of December 31, 2020 and 2021 were of this type.
Please refer to Note 6 for the description of the nature of these lease financing agreements, general terms, covenants included, any variable payments, if any,
as well as the purchase options and/or obligations they provide for.
C) Other long term bareboat charter-in agreements that the Company from time to time may enter into which meet the transfer of ownership criterion under
ASC 842 (either involve a purchase obligation or a purchase option that is reasonably certain, at inception, that will be exercised) and are therefore
classified as finance leases. In such cases the Company recognizes a right-of-use asset for each bareboat charter-in vessel reflected within “Vessels and other
fixed assets, net” and a corresponding lease liability being reflected within “Lease financing”. The amortization of the right-of-use asset attributable to this
type of lease arrangements is included within “Depreciation” in the consolidated statement of operations while the corresponding interest expense on the
lease financing is included within “Interest and finance costs” in the consolidated statement of operations. None of the Company’s bareboat charter-in
agreements were of this type as of December 31, 2020 and 2021.
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STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
2. Significant accounting policies – (continued):
D) Office rental arrangements that the Company enters into, which it has determined to be operating leases. The office spaces that the Company leases are
mostly located in Greece, Cyprus and Singapore. Payments under these arrangements are fixed with no variable payments. The assets and liabilities
recognized in respect of these agreements that correspond to the underlying rights and obligations are presented within “Operating leases, right-of-use
assets” and “Operating lease liabilities” in the consolidated balance sheets. The weighted average discount rate that is used for the recognition of these
leases is the estimated annual incremental borrowing rate for this type of assets which is estimated at approximately 4%. The lease expenses attributable to
these leases are recognized on a straight line basis over the lease term and are recorded in “General and Administrative expenses” in the consolidated
statements of operations. These lease expenses were $352, $461 and $501 for the years ended December 31, 2019, 2020 and 2021, respectively and the
carrying value of these assets and liabilities as of December 31, 2020 and 2021 amounted to $886 and $552, respectively.
The office rental payments required to be made after December 31, 2021, for the outstanding operating lease liabilities recognized on the balance sheet as
described above, are as follows:
Twelve month periods ending
December 31, 2022
December 31, 2023
December 31, 2024
December 31, 2025
December 31, 2026
December 31, 2027 and thereafter
Total office rent payments
Amount
306
204
42
–
–
–
552
$
$
The weighted average remaining lease term of these office rent arrangements as of December 31, 2021 is 2.01 years.
y) Derivatives & Hedging:
i) Interest rate swaps and foreign currency exchange rates swaps:
The Company enters into derivative and from time to time into non-derivative financial instruments to manage risks related to fluctuations of interest rates and
foreign currency exchange rates.
All derivatives are recorded on the Company’s balance sheet as assets or liabilities and are measured at fair value. The valuation of interest rate swaps is based
on Level 2 observable inputs of the fair value hierarchy, such as interest rate curves. The changes in the fair value of derivatives not qualifying for hedge
accounting are recognized in earnings. Cash inflows/outflows attributed to derivative instruments are reported within cash flows from operating activities in the
consolidated statements of cash flows.
For the purpose of hedge accounting, hedges are classified as:
· fair value hedges, when hedging the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, which
in each case is attributable to a particular risk, including foreign currency risk;
· cash flow hedges, when hedging exposure to variability in cash flows that is either attributable to a particular risk associated with a recognized asset or
liability or a highly probable forecast transaction that could affect earnings; or
· hedges of a net investment in a foreign operation. This type of hedge is not used by the Company.
In case the instruments are eligible for hedge accounting, at the inception of a hedge relationship, the Company formally designates and documents the hedge
relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy undertaken for the hedge. The
documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the Company will
assess the hedging instrument’s effectiveness in offsetting exposure to changes in the hedged item’s cash flows or fair value attributable to the hedged risk. Such
hedges are expected to be highly effective in achieving offsetting changes in cash flows or fair value and are assessed at each reporting date to determine
whether they actually have been highly effective throughout the financial reporting periods for which they were designated.
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STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
2. Significant Accounting policies - (continued):
Fair value hedges
A fair value hedge is a hedge of the exposure to changes in the fair value of a recognized asset or liability, or of an unrecognized firm commitment, which in
each case is attributable to a particular risk.
The change in the fair value of a hedging instrument is recognized in the consolidated statement of operations. The change in the fair value of the hedged item
attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also recognized in the consolidated statement of operations.
For fair value hedges, in which a non-derivative is used as hedging instrument for foreign currency risk of unrecognized firm commitments, the hedging
instrument is re- measured based on the movement in functional currency cash flows attributable to the change in spot exchange rates between the functional
currency and the currency in which the non-derivative hedging instrument is denominated. An asset or liability is recorded for the unrecognized firm
commitment, which equals the foreign exchange gain or loss that is recorded in earnings as a result of the hedge relationship. The resulting asset or liability will
eventually be treated as part of the consideration when the firm commitment is recognized.
Cash Flow hedges
A cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability or
a highly probable forecasted transaction that could affect earnings.
For derivatives designated as cash flow hedges, the effective portion of the changes in their fair value is recorded in “Accumulated other comprehensive income
/ (loss)” and is subsequently recognized in earnings when the hedged items impact earnings, while the ineffective portion, if any, is recognized immediately in
current period earnings under “Gain/(loss) on interest rate swaps, net.”
Discontinuation of hedge relationships
The Company discontinues prospectively fair value or cash flow hedge accounting if the hedging instrument expires or is sold, terminated or exercised and it no
longer meets all the criteria for hedge accounting or if the Company de-designates the instrument as a cash flow or fair value hedge. As part of a cash flow
hedge, at the time the hedging relationship is discontinued, any cumulative gain or loss on the hedging instrument recognized in equity remains in equity until
the forecasted transaction occurs or until it becomes probable of not occurring. When the forecasted transaction occurs, any cumulative gain or loss on the
hedging instrument is recognized in earnings. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in equity is
reclassified and recognized in earnings for the year. As part of a fair value hedge, if the hedged item is derecognized, the unamortized fair value is recognized
immediately in earnings.
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STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
2. Significant accounting policies – (continued):
ii) Forward Freight Agreements and Bunker Swaps:
In addition, when deemed appropriate from a risk management perspective, the Company takes positions in derivative instruments including forward freight
agreements, or FFAs. Generally, FFAs and other derivative instruments may be used to hedge a vessel owner’s exposure to the charter market for a specified
route and period of time. Upon settlement, if the contracted charter rate is less than the average of the rates for the specified route and time period, as reported
by an identified index, 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. The vast majority of the FFAs are settled on a daily basis through reputable exchanges
such as LCH, SGX or Nasdaq. FFAs are intended to serve as an economic hedge for the Company’s vessels that are being chartered in the spot market,
effectively locking-in an approximate amount of revenue that the Company expects to receive from such vessels for the relevant periods. The Company
measures the fair value of all open positions at each reporting date on this basis (Level 1). The Company’s FFAs do not qualify for hedge accounting and
therefore gains or losses are recognized in the consolidated statements of operations under “(Gain)/Loss on forward freight agreements and bunker swaps, net.”
Also, when deemed appropriate from a risk management perspective, the Company enters into bunker swap contracts to manage its exposure to fluctuations of
bunker prices associated with the consumption of bunkers by its 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. The Company’s bunker swaps are settled through reputable clearing houses,
including LCH. The fair value of bunker swaps is the estimated amount that the Company would receive or pay to terminate the swaps at the reporting date
(Level 1). The Company’s bunker swaps do not qualify for hedge accounting and bunker price differentials paid or received under the swap agreements are
recognized in the consolidated statements of operations under “(Gain)/Loss on forward freight agreements and bunker swaps, net”.
z) Taxation: The Company follows the provisions of ASC 740-10, “Accounting for Uncertainty in Income Taxes” which clarifies the accounting for uncertainty in
income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. ASC 740-
10 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
aa) Offering costs: Expenses directly attributable to an equity offering are deferred and are either presented against paid-in capital when the offering is completed
or are written-off and charged to earnings when it is probable that the offering will be aborted.
ab) Share repurchases: The Company records the repurchase of its common shares at cost. Until their retirement these common shares are classified as treasury
stock, which is a reduction to shareholders’ equity. Treasury shares are included in authorized and issued shares but excluded from outstanding shares.
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STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
2. Significant accounting policies – (continued):
Recent accounting pronouncements – not yet adopted
Reference Rate Reform (Topic 848): In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference
Rate Reform on Financial Reporting (“ASU 2020-04”).” ASU 2020-04 provides temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract
modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”)
and other interbank offered rates to alternative reference rates. This ASU is effective for adoption at any time between March 12, 2020 and December 31, 2022. The date
of adoption of this optional guidance and the effect on its consolidated financial statements and accompanying notes is currently under evaluation by the Company. In
addition, in January 2021, the FASB issued another ASU (ASU No. 2021-01) with respect to the Reference Rate Reform (Topic 848). The amendments in this Update
clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the
discounting transition.
3. Transactions with Related Parties:
Transactions and balances with related parties are analyzed as follows:
Balance Sheet
Due from related parties
Oceanbulk Maritime and its affiliates (d)
Interchart (a)
AOM (k)
Starocean (j)
Coromel Maritime Limited (l)
Product Shipping & Trading S.A.
Due from related parties
Due to related parties
Combine Marine Ltd. (c )
Management and Directors Fees (b)
Augustea Technoservices Ltd. and affiliates (f)
Iblea Ship Management Limited (h)
Due to related parties
Statements of Operations
Voyage revenues:
Voyage revenues - Eagle Bulk (m)
Voyage expenses:
Voyage expenses-Interchart (a)
Voyage expenses- Augustea Technoservices Ltd. and affiliates (f)
Voyage expenses - Hartree Marine Fuels LLC (q)
General and administrative expenses:
Consultancy fees (b)
Directors compensation (b)
Office rent - Combine Marine Ltd. & Alma Properties (c)
General and administrative expenses - Oceanbulk Maritime and its affiliates (d)
Management fees:
Management fees- Augustea Technoservices Ltd. and affiliates (f)
Management fees- Songa Shipmanagement Ltd. (g)
Management fees- Iblea Ship Management Limited (h)
Charter-in hire expenses:
Charter - in hire expenses - AOM (k)
Charter - in hire expenses - Sydelle (i)
Charter - in hire expenses - Coromel (l)
Charter - in hire expenses - Eagle Bulk (m)
F-27
December 31,
2020
December 31,
2021
$
$
$
$
426 $
3
–
34
1
17
481 $
$
–
252
1,187
–
1,439 $
133
3
52
34
–
20
242
18
159
877
372
1,426
$
$
$
$
$
Years ended December 31,
2019
2020
– $
– $
(3,850) $
-
-
(655) $
(179)
(39)
(324)
(6,564) $
(32)
-
(2,589) $
(5,505)
(5,723)
(1,908)
(3,780) $
(95)
-
(598) $
(179)
(40)
(268)
(6,588) $
-
-
(5,442) $
(540)
(249)
-
2021
1,461
(3,870)
-
(9,566)
(535)
(183)
(41)
(252)
(6,472)
-
(79)
(4,069)
-
-
-
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
3. Transactions with Related Parties – (continued):
a)
Interchart Shipping Inc. (or “Interchart”): The Company holds 33% of the total outstanding common shares of Interchart. The ownership interest was purchased
in 2014 from an entity affiliated with family members of Company’s Chief Executive Officer. This investment is accounted for as an equity method investment and is
presented within “Long term investment” in the consolidated balance sheets. The Company has entered into a services agreement with Interchart for chartering,
brokering and commercial services for all of the Company’s vessels which from August 1, 2019 until October 1, 2021 provided for a monthly fee of $315 ($325
monthly fee for the remaining period in 2019) and then amended to increase the monthly fee to $345 until December 31, 2021.
b) Management and Directors Fees: As of December 31, 2021, the Company was party to consulting agreements with companies owned and controlled by each one
of its Chief Operating Officer and Co-Chief Financial Officers. Pursuant to the corresponding agreements, the Company is required to pay an aggregate base fee of
$537 per year. Additionally pursuant to these agreements, these entities are entitled to receive an annual discretionary bonus, as determined by the Company’s Board
of Directors in its sole discretion. In addition, non-employee directors of the Board of Directors receive an annual cash retainer of $15, each, the chairman of the
audit committee receives a fee of $15 per year and each of the audit committee members receives a fee of $7.5. Lastly, each chairman of the other standing
committees receives an additional $5 per year while each director is reimbursed for out-of-pocket expenses in connection with attending meetings of the board of
directors or committees.
c) Office rent: On January 1, 2012, Starbulk S.A. entered into a lease agreement for office space with Combine Marine Ltd., a company controlled by Mrs. Milena -
Maria Pappas and by Mr. Alexandros Pappas, both of whom are children of the Company’s Chief Executive Officer. The lease agreement provides for a monthly
rental of €2,500 (approximately $2.9, using the exchange rate as of December 31, 2021, which was $1.14 per euro). Unless terminated by either party, the agreement
will expire in January 2024. In addition, on December 21, 2016, Starbulk S.A., entered into a six year lease agreement for office space with Alma Properties, a
company controlled by Mrs. Milena - Maria Pappas. The lease agreement provides for a monthly rental of €300 (approximately $0.3, using the exchange rate as of
December 31, 2021, which was $1.14 per euro).
d) Oceanbulk Maritime S.A. (or “Oceanbulk Maritime”): Oceanbulk Maritime is a ship management company controlled by Mrs. Milena-Maria Pappas. A
company affiliated to Oceanbulk Maritime provides the Company certain financial corporate development services.
e) Oaktree Shareholder Agreement: On July 11, 2014, the Company and Oaktree Dry Bulk Holding LLC (including affiliated funds, “Oaktree”), one of the
Company’s major shareholders, entered into a shareholders agreement (the “Oaktree Shareholders Agreement”). Under the Oaktree Shareholders Agreement, Oaktree
has the right to nominate four of the Company’s nine directors so long as it beneficially owns 40% or more of the Company’s outstanding voting securities. The
number of directors able to be designated by Oaktree is reduced to three directors if Oaktree beneficially owns 25% or more but less than 40% of the Company’s
outstanding voting securities, to two directors if Oaktree beneficially owns 15% or more but less than 25%, and to one director if Oaktree beneficially owns 5% or
more but less than 15%. Oaktree’s designation rights terminate if it beneficially owns less than 5% of the Company’s outstanding voting securities. The three
directors currently designated by Oaktree are Mr. Laibow and Mmes. Ralph and Men. Under the Oaktree Shareholders Agreement, with certain limited exceptions,
Oaktree effectively cannot vote more than 33% of the Company’s outstanding common shares (subject to adjustment under certain circumstances).
f) Augustea Technoservices Ltd. and affiliates: Following the completion of the acquisition of 16 operating dry bulk vessels (the “Augustea Vessels”) from entities
affiliated with Augustea Atlantica SpA and York Capital Management in an all-share transaction (the “Augustea Vessel Purchase Transaction”) on August 3, 2018,
the Company appointed Augustea Technoservices Ltd., an entity affiliated with certain of the sellers of the corresponding transaction and specifically with one of the
Company’s directors, Mr. Zagari, as the technical manager of certain of its vessels.
g) Songa Shipmanagement Ltd.: Following the completion of the acquisition of 15 operating dry bulk vessels (the “Songa Vessels”) from Songa Bulk ASA (“Songa”)
(the “Songa Vessel Purchase Transaction”) on July 6, 2018, the Company appointed Songa Shipmanagement Ltd, an entity affiliated with certain of the sellers of the
corresponding transaction and specifically with one of the Company’s directors, Mr. Blystad, as the technical manager of certain of its vessels. On March 31, 2019,
the respective management agreement was terminated.
F-28
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
3. Transactions with Related Parties - (continued):
h)
i)
j)
Iblea Ship Management Limited: In 2021 the Company appointed Iblea Ship Management Limited, an entity affiliated with one of the Company’s directors, Mr.
Zagari, to provide certain management services to certain vessels, which previously were managed by Augustea Technoservices Ltd.
Sydelle Marine Limited (or “Sydelle”) – Charter in Agreement: During 2019 and 2020, the Company entered into certain freight agreements with Sydelle, a
company controlled by members of the family of the Company’s Chief Executive Officer, to charter-in its vessel.
StarOcean Manning Philippines Inc. (or “Starocean”): The Company has 25% ownership interest in Starocean, a company that is incorporated and registered
with the Philippine Securities and Exchange Commission, which provides crewing agency services. The remaining 75% interest is held by local entrepreneurs. This
investment is accounted for as an equity method investment which as of December 31, 2020 and 2021 is $128 and $152, respectively, and is presented within “Long
term investment” in the consolidated balance sheets.
k) Augustea Oceanbulk Maritime Malta Ltd (or “AOM”): On September 24, 2019, the Company chartered-in the vessel AOM Marta, which is owned by AOM, an
entity affiliated with Augustea Atlantica SpA and certain members of the Company’s Board of Directors. The agreed rate for chartering-in AOM Marta was index-
linked, and she was redelivered to her owners on June 8, 2021.
l) Coromel Maritime Limited (or “Coromel”): During 2019 and 2020, the Company entered into certain freight agreements with ship-owning company Coromel to
charter-in its vessel. Coromel is controlled by family members of the Company’s Chief Executive Officer.
m) Eagle bulk Pte. Ltd. (or “Eagle Bulk”): In 2019, the Company entered into two time charter agreements with Eagle Bulk to charter-in two of its vessels for a daily
rate of $16.3 and $15.8, respectively for a period approximately of two months for each vessel. In addition, in 2021 Eagle Bulk chartered one of the Company’s
vessels for a daily rate of $39.3 with the vessel having been redelivered to the Company before year end. Eagle Bulk is related to Oaktree, one of the Company’s
major shareholders (please refer to e) above).
n) Short Pool: During the second quarter of 2020, the Company together with Golden Ocean Group, Bocimar International NV and Oceanbulk International S.A
(collectively the “Short Pool Members”) have agreed to enter into Contracts of Affreightment (“COAs”) with major miners and commodity traders to transport dry
bulk commodities at fixed freight rates (the “Short Pool”). The Short Pool Members may use their own vessels or charter-in from the market to perform the COAs.
o) Piraeus Bank S.A. (“Piraeus Bank”): On July 3, 2020, the Company entered into a loan agreement with Piraeus Bank for a loan of up to $50,350. In addition,
during 2020 the Company entered into an interest rate swap agreement with Piraeus Bank (Note 17). Both the loan agreement and the interest swap agreement with
Piraeus Bank were early terminated in September 2021. One of the Company’s independent members of the board of directors at that time was serving as executive
member of Piraeus Bank. This director was not involved in the Company’s decisions with regards to the aforementioned loan and swap agreements.
p) Capesize Chartering Ltd. (or “CCL Pool”): On December 30, 2020 a funding of $125 that the Company had provided to Capesize Chartering Ltd, or CCL Pool,
was converted to equity with the Company holding 25% ownership interest of CCL Pool. The participation to CCL is accounted for as an equity method investment.
The Company's initial investment of $125 in CCL Pool is presented within “Long-term investment” in the consolidated balance sheet as of December 31, 2021. The
Company’s subsequent share of results is insignificant at December 31, 2020 and 2021.
q) Hartree Partners, LP: During the year ended December 31, 2021 the Company acquired bunkers from Hartree Partners, LP, an entity controlled by Oaktree Capital
Management LP, the Company’s largest shareholder (please refer to e) above).
F-29
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
4. Inventories:
The amounts shown in the consolidated balance sheets are analyzed as follows:
Lubricants
Bunkers
Total
5. Vessels and other fixed assets, net:
The amounts in the consolidated balance sheets are analyzed as follows:
Balance, December 31, 2019
- Acquisitions, improvements and other vessel costs
- Depreciation for the period
Balance, December 31, 2020
- Acquisitions, improvements and other vessel costs
- Depreciation for the period
Balance, December 31, 2021
December
31, 2020
11,877 $
35,417
47,294 $
December 31,
2021
12,522
62,555
75,077
$
$
Cost
3,475,996
53,885
-
3,529,881
288,559
-
3,818,440
$
$
$
$
$
$
Accumulated
depreciation
(510,469)
-
(142,293)
(652,762)
-
(152,640)
(805,402)
$
$
$
Net Book
Value
2,965,527
53,885
(142,293)
2,877,119
288,559
(152,640)
3,013,038
As of December 31, 2021, 88 of the Company’s 128 vessels, having a net carrying value of $2,135,408, were subject to first-priority mortgages as collateral to their loan
facilities (Note 7). Title of ownership is held by the relevant lenders for another 35 vessels with a carrying value of $818,845 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 $616,578 are subject to second-priority mortgages as
collateral to certain of the Company’s loan facilities (Note 7).
F-30
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
5. Vessels and other fixed assets, net - (continued):
Vessels acquired/delivered during the year ended December 31, 2020 and 2021:
No vessel acquisitions or disposals took place during the year ended December 31, 2020. The amounts reported under “Acquisitions, improvements, and other vessel
costs” in the table above which were incurred during the year ended December 31, 2020 were made mainly in connection with the acquisition and installation of scrubber
equipment and ballast water management systems on certain of the Company’s vessels.
On December 17, 2020, the Company entered into a definitive agreement with entities affiliated with E.R. Capital Holding GmbH & Cie. KG, pursuant to which the
Company agreed to acquire three Capesize drybulk vessels, Star Marilena, Star Bueno and Star Borneo, (“E.R. Acquisition Vessels”). The E.R. Acquisition Vessels are
retrofitted with exhaust gas cleaning systems. The acquisition was concluded with the delivery of the vessels to the Company on January 26, 2021. Consideration for the
acquisition was payable in the form of $39,000 in cash and 2,100,000 of the Company’s common shares, which shares were issued on January 26, 2021 to E.R. Schiffahrt
GmbH & Cie. KG. The cash consideration was financed through proceeds received from the loan agreement that the Company entered into with SEB $39,000 Facility
(Note 7).
On February 2, 2021, the Company entered into an agreement with Eneti Inc. (NYSE: NETI), formerly known as Scorpio Bulkers Inc., and certain other parties to
acquire seven vessels, consisting of three Ultramax vessels, Star Athena (ex- SBI Pegasus), Star Bovarius (ex- SBI Ursa) and Star Subaru (ex- SBI Subaru), and four
Kamsarmax vessels, Star Capoeira (ex- SBI Capoeira), Star Carioca (ex- SBI Carioca), Star Lambada (ex- SBI Lambada) and Star Macarena (ex- SBI Macarena), (the
“Eneti Acquisition Vessels”) by assuming the outstanding lease obligations of the Eneti Acquisition Vessels (Note 6).
As consideration for this transaction the Company agreed to issue to Eneti Inc. 3,000,000 newly issued common shares of the Company. To facilitate the issuance of these
common shares, the Company issued to Eneti Inc. a warrant to purchase up to 3,000,000 of the Company’s common shares (the “Eneti Warrant”). The Eneti Warrant was
issued on February 2, 2021 and, subject to its terms and conditions, was agreed to be exercised at an exercise price of $0.01 per share in connection with the delivery date
of each of the Eneti Acquisition Vessels. Six out of seven vessels were delivered to the Company on March 16, 2021 on which date the warrant was partially exercised
with the Company issuing 2,649,203 of its common shares and assuming the outstanding lease obligations attributable to these six vessels (Note 6). The seventh and final
vessel, the Star Athena (ex- SBI Pegasus), was delivered to the Company on May 19, 2021, upon which the remaining 350,797 common shares were issued and the
Company assumed the vessel’s then outstanding lease obligations (Note 6).
Lastly, on March 3, 2021 the Company entered into a definitive agreement with a third party to acquire two eco type resale 82,000 dwt Kamsarmax vessels (the
“Kamsarmax Resale Vessels”) at a price of $55,000 in aggregate. On May 25, 2021 and June 16, 2021, the Star Elizabeth and the Star Pavlina, respectively, the two
Kamsarmax Resale Vessels, were delivered to the Company directly from YAMIC yard (a joint venture between Mitsui and New Yangzijiang).
Impairment Analysis
In connection with the sale of Star Gamma and Star Anna, in 2019, the Company recognized an aggregate impairment loss of $3,411.
In light of the economic downturn and the prevailing conditions in the shipping industry, as of December 31, 2020 and 2021, as part of the Company’s annual impairment
analysis, the Company examined its operating vessels whose carrying value was above its market value. This analysis for both years 2020 and 2021 did not result in any
impairment charges.
F-31
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
6. Lease financing:
New financing through bareboat leases during the year ended December 31, 2021:
On the delivery date of each Eneti Acquisition Vessel to the Company (Note 5), a tripartite novation agreement between China Merchants Bank Leasing (“CMBL”), Eneti
Inc. and the Company was executed, which resulted in an increase of the Company’s lease financing obligations by $96,101 in 2021, taking into account an amount of
$500 per vessel that was paid by the Company to the lessors as security for its obligations which amount will progressively be released until May 2025. Pursuant to the
terms of each bareboat charter, the Company pays CMBL a fixed bareboat charter hire rate in quarterly installments plus interest and has options to purchase each vessel
starting on May 2022, at a pre-determined, amortizing purchase price which is considered to be at significantly lower level compared to the expected fair value of each
vessel at any date between May 2022 and the expiration of the bareboat charter term, on May 2026.
Pre- existing financing through bareboat leases:
On August 27, 2020, the Company entered into sale and leaseback agreements with CMBL for the vessels Laura, Idee Fixe, Roberta, Kaley, Diva, Star Sirius and Star
Vega. On August 28 and August 31, 2020, the Company received an aggregate amount of $82,764, in connection with the finalization of the sale and leaseback
transactions of the aforementioned vessels, except for the vessel Diva, which transaction was finalized on November 17, 2020 and in connection with which the Company
received an additional amount of $7,236. The amounts received were used to pay the remaining amounts of i) $51,060 under the previous lease agreements for the first
four vessels and ii) $24,630 under the then existing loan with DNB (the “DNB $310,000 Facility”) for the remaining three vessels. The lease terms are for five years and
pursuant to the terms of each bareboat charter, the Company pays CMBL a fixed bareboat charter hire rate in quarterly installments plus interest and has options to
purchase each vessel starting on the first anniversary of such vessel’s delivery to the Company, at a pre-determined, amortizing purchase price.
On September 3, 2020, the Company entered into an agreement to sell Star Lutas to SK Shipholding S.A. and simultaneously entered into a seven-year bareboat charter
for the vessel. Pursuant to the terms of the bareboat charter, the Company pays a daily bareboat charter hire rate monthly plus interest, and the Company has an option to
purchase the vessel starting on the third anniversary of the vessel’s delivery to the Company at a pre-determined, amortizing purchase price. The Company also has an
obligation to purchase the vessel at the expiration of the bareboat term at a purchase price of $7,441. The amount of $16,000 received under the agreement on September
18, 2020, was used to pay the vessel’s remaining amount of $9,258 under the then existing loan agreement.
On September 21, 2020, the Company entered into sale and leaseback agreements with SPDB Financial Leasing Co. Ltd for the vessels Mackenzie, Kennadi, Honey
Badger, Wolverine and Star Antares. In September 2020, an aggregate amount of $76,500 was received pursuant to the five sale and leaseback agreements, which was
used to pay the remaining amount of $47,782 under the then existing loan agreement. The lease terms are for eight years and pursuant to the terms of each bareboat
charter, the Company pays a fixed bareboat charter hire rate in quarterly installments plus interest and has options to purchase each vessel starting on the third anniversary
of such vessel’s delivery to the Company, at a pre-determined, amortizing purchase price while it has an obligation to purchase each vessel at the expiration of the
bareboat term at a purchase price ranging from $7,776 to $7,916.
On September 25, 2020, the Company entered into sale and leaseback agreements with ICBC Financial Leasing Co., Ltd. (the “ICBC”) for the vessels Gargantua,
Goliath and Maharaj. An aggregate amount of $93,150 was received on September 29, 2020, pursuant to the three sale and leaseback agreements, which was used to pay
the remaining amount of $64,478 for the respective vessels under the DNB $310,000 Facility. The lease terms are for 10 years and pursuant to the terms of each bareboat
charter, the Company pays a fixed bareboat charter hire rate in quarterly installments plus interest and has options to purchase each vessel starting on the third anniversary
of such vessel’s delivery to the Company, at a pre-determined, amortizing purchase price while it has an obligation to purchase each vessel at the expiration of the
bareboat term at a purchase price of $14,000.
F-32
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
6.
Lease financing-(continued):
Pre- existing financing through bareboat leases-(continued):
On March 29, 2019, the Company entered into an agreement to sell Star Pisces to SK Shipholding S.A. and simultaneously entered into a seven-year bareboat charter for
the vessel. Pursuant to the terms of the bareboat charter, the Company pays a daily bareboat charter hire rate monthly plus interest, and the Company has an option to
purchase the vessel starting on the third anniversary of the vessel’s delivery to the Company at a pre-determined, amortizing purchase price. The Company also has an
obligation to purchase the vessel at the expiration of the bareboat term at a purchase price of $7,628. The amount of $19,125 provided under the agreement which was
concluded in April 2019, was used to pay the remaining amount of $11,671 under the then existing loan agreement.
On May 22, 2019, the Company entered into an agreement to sell Star Libra to Ocean Trust Co. Ltd. and simultaneously entered into a seven-year bareboat charter for the
vessel. Pursuant to the terms of the bareboat charter, the Company pays a daily bareboat charter hire rate quarterly plus interest, and the Company has an option to
purchase the vessel at any time after the vessel’s delivery to the Company at a pre-determined, amortizing purchase price. The Company also has an obligation to
purchase the vessel at the expiration of the bareboat term at a purchase price of $18,107. The amount of $33,950 provided under the agreement which was concluded in
July 2019, was used to pay the remaining amount under the previous lease agreement for Star Libra.
On July 10, 2019, the Company entered into an agreement to sell Star Challenger to Kyowa Sansho Co. Ltd. and simultaneously entered into an eleven-year bareboat
charter party contract for the vessel. Pursuant to the terms of the bareboat charter, the Company pays a daily bareboat charter hire rate monthly plus a variable amount and
the Company has an option to purchase the vessel starting on the third anniversary of vessel’s delivery to the Company at a pre-determined, amortizing purchase price.
The Company also has an obligation to purchase the vessel at the expiration of the bareboat term. The amount of $15,000 provided under the agreement was used to pay
the remaining amount of approximately $10,874 under the then existing loan agreement.
In order to finance the cash portion of the consideration for the acquisition of 11 vessels from Delphin Shipping LLC, in July 2019, the Company entered, for each of the
subject vessels, into an agreement to sell each such vessel and simultaneously entered into a seven-year bareboat charter party contract with affiliates of CMBL for each
vessel upon its delivery from Delphin. CMBL agreed to provide an aggregate finance amount of $91,431. Pursuant to the terms of each bareboat charter, the Company
pays CMBL a fixed bareboat charter hire rate in quarterly installments plus interest. Under the terms of the bareboat charters, the Company has options to purchase each
vessel starting on the first anniversary of such vessel’s delivery to the Company, at a pre-determined, amortizing purchase price, while it has an obligation to purchase
each vessel at the expiration of the bareboat term at a purchase price ranging from $975 to $3,379. In addition, CMBL provided an additional aggregate amount of
$15,000, under the aforementioned bareboat charters which was used to finance the acquisition and installation of scrubber equipment for the respective vessels. Total
amount was received during the second and third quarter of 2020 and will be repaid in 12 equal quarterly installments plus interest. In December 2021, the Company
repaid the outstanding amounts of $19,222 for three out of the 11 vessels.
In December 2018, the Company sold and simultaneously entered into a bareboat charter party contract with an affiliate of Kyowa Sansho to bareboat charter the vessel
Star Fighter for ten years. Pursuant to the terms of the bareboat charter, the Company pays a daily bareboat charter hire rate payable monthly plus a variable amount.
Under the terms of the bareboat charter, the Company has an option to purchase the vessel starting on the third anniversary of the vessel’s delivery to the Company at a
pre-determined, amortizing purchase price, while it has an obligation to purchase the vessel at the expiration of the bareboat term at a purchase price of $2,450. The
amount of $16,125 provided under the respective agreement was used to pay the remaining amount of approximately $11,958 under the then existing loan agreement.
Some of the Company’s bareboat lease agreements contain financial covenants similar to those included in the Company’s credit facilities described in detail in Note 7
below.
F-33
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
6. Lease financing - (continued):
All of the Company’s lease financing agreements, described above, contain purchase options during their terms, at pre-determined amortizing purchase prices, and/or
purchase obligations at the expiration of their terms, at fixed prices, which , at the time of recognition were considered to be at significantly lower levels compared to the
expected fair value of each vessel at that time. Based on applicable accounting guidance, such transactions are accounted for as financing arrangements and accordingly
the Company presents the corresponding leased vessels at their net book values on its consolidated balance sheets in “ Vessels and other fixed assets, net”, while the
financing liability is presented in “Lease financing” in the Company’s consolidated balance sheets. The corresponding interest expense of the Company’s bareboat lease
financing activities is included within “Interest and finance costs” in the consolidated statements of operations (Note 7).
The principal payments required to be made after December 31, 2021, for the outstanding bareboat lease obligations recognized on the balance sheet as described above,
are as follows:
Twelve month periods ending
December 31, 2022
December 31, 2023
December 31, 2024
December 31, 2025
December 31, 2026
December 31, 2027 and thereafter
Total bareboat lease minimum payments
Unamortized lease issuance costs
Total bareboat lease minimum payments, net
Lease financing short term
Lease financing long term, net of unamortized lease issuance costs
F-34
$
$
$
Amount
50,434
48,843
46,798
75,842
110,434
125,440
457,791
(5,318)
452,473
50,434
402,039
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
7. Long-term bank loans:
New Financing Activities during the year ended December 31, 2021
(i) SEB $39,000 Facility:
On January 22, 2021, the Company entered into a loan agreement with Skandinaviska Enskilda Banken AB (SEB), (the “SEB $39,000 Facility”), for the financing of an
amount of $39,000. The amount was drawn on January 25, 2021 and used to finance the cash consideration for the E.R. Acquisition Vessels (Note 5), which were
delivered to the Company on January 26, 2021. The facility is repayable in 20 equal quarterly principal payments of $1,950 with the last installment due in January 2026.
The SEB $39,000 Facility is secured by a first priority mortgage on the E.R. Acquisition Vessels.
(ii) NBG $125,000 Facility:
On June 24, 2021, the Company entered into an agreement with the National Bank of Greece for a term loan with one drawing in an amount of up to $125,000 (the “NBG
$125,000 Facility”). On June 28, 2021, the amount of $125,000 was drawn under the NBG $125,000 Facility to refinance the outstanding amount of $98,505 under the
DNB $310,000 Facility. The facility is repayable in 20 equal quarterly principal payments of $3,750 and a balloon payment of $50,000 payable together with the last
installment due in June 2026.The NBG $125,000 Facility is secured by first priority mortgages on vessels Big Bang, Strange Attractor, Big Fish, Pantagruel , Star Nasia,
Star Danai, Star Renee, Star Markella, Star Laura, Star Moira, Star Jennifer, Star Mariella, Star Helena, Star Maria, Star Triumph, Star Angelina and Star Gwyneth.
(iii) ING $210,600 Facility:
On August 19, 2021, the Company entered into an amended and restated facility agreement with ING Bank N.V., London Branch (ING) (the “ING $210,600 Facility”), in
order to increase the financing by $40,000 and to include additional borrowers under the existing ING $170,600 Facility (discussed below). The additional financing
amount of $40,000 was available in two equal tranches and were drawn on August 23, 2021 in order to finance part of the acquisition cost of the vessels Star Elizabeth
and Star Pavlina (Note 5). Each tranche is repayable in 20 consecutive quarterly principal payments of $294 plus a balloon payment of $14,118 due five years after their
drawdown. ING $210,600 Facility, is secured also by a first priority mortgage on the additional vessels Star Elizabeth and Star Pavlina.
(iv) DNB $107,500 Facility:
On September 28, 2021, the Company entered into an agreement with the DNB Bank ASA for a term loan with one drawing in an amount of up to $107,500 (the “DNB
$107,500 Facility”). On September 29, 2021, the maximum amount was drawn and used to refinance the aggregate outstanding amount of $85,798 under the then existing
facilities with (i) Credit Agricole Corporate and Investment Bank (the “Credit Agricole $43,000 Facility”), (ii) Piraeus Bank (the “Piraeus Bank $50,350 Facility”) and
(iii) Bank of Tokyo (the “Bank of Tokyo Facility”). The facility is repayable in 20 equal quarterly principal payments of $3,707 and a balloon payment of $33,362
payable together with the last installment due in September 2026. The DNB $107,500 Facility is secured by first priority mortgages on the vessels Star Luna, Star Astrid,
Star Genesis, Star Electra, Star Glory Star Monica, Star Borealis and Star Polaris.
(v) ABN AMRO $97,150 Facility:
On October 27, 2021, the Company entered into an agreement with the ABN AMRO Bank N.V, for a loan facility of up to $97,150 (the “ABN AMRO $97,150 Facility”).
The amount of $97,150 was drawn on October 29, 2021 and was used to refinance the outstanding amount of $89,850 under the then existing facility with Citibank N.A.,
London Branch (the “Citi $130,000 Facility”). The ABN AMRO $97,150 Facility was available in two tranches, one of $68,950 which is repayable in 20 equal quarterly
principal payments of $2,250 and a balloon payment of $23,950 payable together with
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STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
7. Long-term bank loans- (continued):
New Financing Activities during the year ended December 31, 2021 – (continued)
the last installment due in October 2026 and one of $28,200 which is repayable in 12 equal quarterly principal payments of $2,350, maturing in October 2024. The ABN
AMRO $97,150 Facility is secured by a first priority mortgage on the vessels Star Pauline, Star Angie, Star Sophia, Star Georgia, Star Kamila, Star Nina, Star Eva, Star
Paola, Star Aphrodite, Star Lydia and Star Nicole.
(vi) Credit Agricole $62,000 Facility:
On October 29, 2021, the Company entered into a loan agreement with Credit Agricole Corporate and Investment Bank (the “Credit Agricole $62,000 Facility”) for the
financing of an aggregate amount of $62,000, to refinance the aggregate outstanding amount of $49,391 under the then existing loan agreements with Alpha Bank S.A.
(the “Alpha Bank $35,000 Facility”) and BNP Paribas (the “BNP Facility”) and to prepay an amount of $1,999 under the Attradius Facility (discussed below), in
connection with the vessels Star Despoina and Star Piera. The amount of $62,000 was drawn on November 2, 2021, and is repayable in 20 quarterly installments of
which the first three will be of $3,000 and the following 17 of $2,600 and a balloon payment of $8,800, payable together with the last installment due in November 2026.
The Credit Agricole $62,000 Facility is secured by the vessels Star Martha, Star Sky, Stardust, Star Despoina and Star Piera.
Pre - Existing Loan Facilities
i) HSBC Working Capital Facility:
On February 6, 2020, the Company entered into a loan agreement with HSBC France for a revolving facility of an amount of up to $30,000 (the “HSBC Working Capital
Facility”), in order to finance working capital requirements. Each advance provided under the HSBC Working Capital Facility is repayable within 90 days from its
drawdown. The agreement is secured by second priority mortgage on the eight vessels which secure the HSBC $80,000 Facility. As of December 31, 2021 the whole
amount is available to the Company under this facility. The facility is subject to annual renewals from the lender with the last being effective until February 2022 and no
further renewal took place. The whole amount was available to the Company as of December 31, 2020 and 2021, respectively, and therefore no outstanding balance has
been included in the consolidated balance sheets in respect of this short term working capital facility.
ii) DSF $55,000 Facility
On March 26, 2020, the Company entered into a loan agreement with Danish Ship Finance A/S (the “DSF $55,000 Facility”) for the financing of an amount of up to
$55,000. The facility was available in two tranches of $27,500 each, both of which were drawn on March 30, 2020 and used to refinance the outstanding amounts under
the lease agreements of the vessels Star Eleni and Star Leo. Each tranche is repayable in 10 consecutive, semi-annual principal payments of $1,058 and a balloon
payment of $16,923 payable simultaneously with the last installment, which is due in April 2025. The DSF $55,000 Facility is secured by a first priority mortgage on the
two vessels. In addition, in April 2020, the Company elected to exercise its option under the DSF $55,000 Facility to convert the floating part of the interest rate linked to
US LIBOR, to a fixed rate of 0.581% per annum for a period of three years starting from July 1, 2020.
iii) ING $170,600 Facility
On July 1, 2020, the Company entered into an amended and restated facility agreement with ING the “ING 170,600 Facility”, in order to increase the financing by
$70,000 and to include additional borrowers under the existing ING $100,600 Facility. The additional financing amount of $70,000 was available in six tranches, all of
which were drawn on July 6, 2020, and used to refinance all outstanding amounts under the lease agreements with CMBL of the vessels Star Claudine, Star Ophelia, Star
Lyra, Star Bianca, Star Flame and Star Mona. Each tranche is repayable in 24 equal consecutive quarterly principal payments. Under the ING $100,600 Facility as last
amended and restated on March 28, 2019, the following financing amounts have also been drawn: i) in October 2018, two tranches of $22,500 each, which are repayable
in 28 equal consecutive quarterly installments of $469 and a balloon payment of $9,375 payable together with the last installment and was used to refinance the
outstanding amount under the then existing loan agreement of the vessels Peloreus and Leviathan, ii) in July 2019, two tranches of $1,400 each, which are repayable in
16 equal consecutive quarterly installments of $88 each, and was used to finance the acquisition and installation of scrubber equipment for the vessels Peloreus and
Leviathan, iii) in March 2019 and April 2019 two tranches of $32,100 and $17,400, respectively, which are repayable in 28 equal consecutive quarterly principal
payments of $535 and $311, plus a balloon payment of $17,120 and $8,700, respectively, for each of the two vessels, both due in seven years after the drawdown date,
and was used to refinance the outstanding amounts under the then existing lease agreements of the vessels Star Magnanimus and Star Alessia, and iv) in May 2019 and
November 2019, two tranches of $1,400 each, which are repayable in 16 equal consecutive quarterly installments of $88 each, and used to finance the acquisition and
installation of scrubber equipment for the vessels Star Magnanimus and Star Alessia. The ING $170,600 Facility is secured by a first priority mortgage on the vessels
Peloreus, Leviathan, Star Magnanimus, Star Alessia, Star Claudine, Star Ophelia, Star Lyra, Star Bianca, Star Flame and Star Mona.
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STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
7. Long-term bank loans- (continued):
Pre - Existing Loan Facilities – (continued)
iv) NTT $17,600 Facility
On July 10, 2020, the Company entered into a loan agreement with a wholly owned subsidiary of NTT Finance Corporation for an amount of $17,600 (the “NTT $17,600
Facility”). The amount was drawn on July 20, 2020 and used to refinance the outstanding amount under the lease agreement with CMBL of the vessel Star Calypso. The
facility is repayable in 20 quarterly principal payments of $476 and a balloon payment of $8,086, which is due in July 2025. The NTT $17,600 Facility is secured by first
priority mortgage on the aforementioned vessel.
v) CEXIM $57,564 Facility
On December 1, 2020, the Company entered into a loan agreement with China Export-Import Bank for an amount of $57,564 (the “CEXIM $57,564 Facility”) which was
drawn in four tranches in late December 2020 and used to refinance (i) the outstanding amount of $41,982, in aggregate, of the vessels Star Gina 2GR, Star
Charis and Star Suzanna under the DNB $310,000 Facility and (ii) the outstanding amount under the lease agreement with CMBL of the vessel Star Wave . The first two
tranches for Star Wave of $13,209 and for Star Gina 2GR of $26,175, are repayable in 32 equal quarterly installments of $330 and $654 and a balloon payment of $2,642
and $5,235, respectively, due in December 2028. The remaining two tranches of $9,090 each, for Star Charis and Star Suzanna, are repayable in 32 equal quarterly
installments. The facility matures in December 2028 and is secured by first priority mortgages on the four aforementioned vessels.
vi) SEB Facility:
On January 28, 2019, the Company entered into a loan agreement with Skandinaviska Enskilda Banken AB (SEB), (the “SEB Facility”), for the financing of an amount
of up to $71,420. The facility was available in four tranches. The first two tranches of $32,825, each, were drawn on January 30, 2019 and used together with cash on
hand to refinance the outstanding amounts under the then existing lease agreements of the vessels Star Laetitia and Star Sienna. Each tranche matures six years after the
drawdown date and is repayable in 24 consecutive, quarterly principal payments of $677 for each of the first 10 quarters and of $524 for each of the remaining 14
quarters, and a balloon payment of $18,723, payable simultaneously with the last quarterly installment, which is due in January 2025. Two tranches of $1,260 each, were
drawn in September 2019 and March 2020 and were used to finance the acquisition and installation of scrubber equipment for the respective vessels. Both tranches are
repayable in 12 equal consecutive quarterly installments. The SEB Facility is secured by a first priority mortgage on the two vessels.
vii) E SUN Facility:
On January 31, 2019, the Company entered into a loan agreement with E. SUN Commercial Bank, Hong Kong branch, (the “E.SUN Facility”), for the financing of an
amount of $37,100, which was used to refinance the outstanding amount under the then existing lease agreement of the vessel Star Ariadne. On March 1, 2019, the
Company drew the amount of $37,100, which is repayable in 20 consecutive, quarterly principal payments of $618, plus a balloon payment of $24,733 payable
simultaneously with the last quarterly installment, which is due in March 2024. The E.SUN Facility is secured by a first priority mortgage on the vessel Star Ariadne.
viii) Atradius Facility:
On February 28, 2019, the Company entered into a loan agreement with ABN AMRO Bank N.V. (the “Atradius Facility”) for the financing of an amount of up to
$36,645, which was used to finance the acquisition and installation of scrubber equipment for 42 vessels. The financing is credit insured (85%) by Atradius Dutch State
Business N.V. of the Netherlands (the “Atradius”). During 2019, three tranches of $33,311 in aggregate were drawn and the last tranche of $3,331 was drawn in January
2020. In September 2021, the Company prepaid an amount of $1,999, in connection with the vessels Star Despoina and Star Piera (described above) and the remaining
six semi-annual installments were amended to $3,331, with the last installment due in June 2024. The facility is secured by a second-priority mortgage on 20 vessels of
the Company’s fleet.
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STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
7. Long-term bank loans- (continued):
Pre - Existing Loan Facilities – (continued)
ix) Citibank $62,600 Facility:
On May 8, 2019, the Company entered into a loan agreement with Citibank N.A., London Branch (the “Citibank $62,600 Facility”). In May 2019, the Company drew the
aggregate amount of $62,563, which was used, together with cash on hand, to refinance the outstanding amounts under the then existing lease agreements of the vessels
Star Virgo and Star Marisa. The facility is repayable in 20 quarterly principal payments of $1,298 and a balloon payment of $36,611 payable simultaneously with the last
quarterly installment, which is due in May 2024. The Citibank $62,600 Facility is secured by a first priority mortgage on the aforementioned vessels.
x) CTBC Facility:
On May 24, 2019, the Company entered into a loan agreement with CTBC Bank Co., Ltd, (the “CTBC Facility”), for an amount of $35,000, which was used to refinance
the outstanding amount under the then existing lease agreement of the vessel Star Karlie. The facility is repayable in 20 quarterly principal payments of $730 and a
balloon payment of $20,400 payable simultaneously with the last quarterly installment, which is due in May 2024. The CTBC Facility is secured by first priority
mortgage on the aforementioned vessel.
xi) NTT Facility:
On July 31, 2019, the Company entered into a loan agreement with a wholly owned subsidiary of NTT Finance Corporation (the “NTT Facility”), for an amount of
$17,500. The amount was drawn in August 2019 and was used to refinance the outstanding amount of $11,161 of the vessel Star Aquarius under the then existing loan
agreement. The facility is repayable in 27 quarterly principal payments of $313 and a balloon payment of $9,063, which is due in August 2026. The NTT Facility is
secured by first priority mortgage on the vessel Star Aquarius.
xii) CEXIM $106,470 Facility:
On September 23, 2019, the Company entered into a loan agreement with China Export-Import Bank (the “CEXIM $106,470 Facility”) for an amount of $106,470, which
was used to refinance the outstanding amounts under the then existing lease agreements of the vessels Katie K, Debbie H and Star Ayesha. The facility was available in
three tranches of $35,490 each, which were drawn in November 2019 and are repayable in 40 equal consecutive quarterly installments of $739 and a balloon payment of
$5,915 payable together with the last installment. The CEXIM $106,470 Facility is secured by first priority mortgages on the three aforementioned vessels.
xiii) HSBC $80,000 Facility:
On September 26, 2018, the Company entered into a loan agreement with HSBC Bank plc (the “HSBC $80,000 Facility”) to refinance the aggregate outstanding amount
of $74,647 under two of the then existing loan agreements. The amount of $80,000 was drawn on September 28, 2018. During 2019, an amount of $7,505 in aggregate,
was prepaid in connection with the sale of two vessels under the HSBC $80,000 Facility and the quarterly installments were amended to $2,140 and the final balloon
payment, which is payable together with the last installment in August 2023, was amended to $29,095. As of December 31, 2021, the facility is secured by the vessels
Kymopolia, Mercurial Virgo, Pendulum, Amami, Madredeus, Star Emily, Star Omicron, and Star Zeta.
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STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
7. Long-term bank loans - (continued):
Pre - Existing Loan Facilities – (continued)
xiv) ABN $115,000 Facility:
On December 17, 2018, the Company entered into a loan agreement with ABN AMRO Bank (the “ABN $115,000 Facility”), for an amount of up to $115,000 available
in four tranches. The first and the second tranches of $69,525 and $7,900, respectively, were drawn on December 20, 2018. The first tranche was used to refinance the
then existing indebtedness of the vessels Star Virginia, Star Scarlett, Star Jeannette and Star Audrey and the second was used to partially finance the acquisition cost of
Star Bright . The first and the second tranche are repayable in 20 equal quarterly installments of $1,705 and $282 respectively, and balloon payments are due in December
2023 along with the last installment in an amount of $35,428 and $2,260, respectively. The remaining two tranches of $17,875 each, were drawn in January 2019 and
were used to partially finance the acquisition cost of Star Marianne and Star Janni. Each of the third and the fourth tranche is repayable in 19 equal quarterly installments
of $672 and balloon payment in December 2023 along with the last installment in an amount of $5,114. The loan is secured by a first priority mortgage on the vessels
Star Virginia, Star Scarlett, Star Jeannette, Star Audrey, Star Bright, Star Marianne and Star Janni.
Redemption 8.30% 2022 Notes:
On November 9, 2017, the Company completed a public offering of $50,000 aggregate principal amount of senior unsecured notes due in 2022 (the “2022 Notes”). The
2022 Notes were not guaranteed by any of the Company’s subsidiaries and bore interest at a rate of 8.30% per year, payable quarterly in arrears on the 15th day of
February, May, August and November commencing on February 15, 2018. The 2022 Notes would mature on November 15, 2022, however on July 30, 2021, the
Company redeemed all of its outstanding Notes, for 100% of the outstanding principal amount, or $50,000, plus accrued and unpaid interest up to but not including the
redemption date as prescribed in the indenture governing the 2022 Notes.
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STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
7. Long-term bank loans - (continued):
All of the Company’s aforementioned facilities are secured by a first-priority ship mortgage on the financed vessels under each facility (one of the facilities is secured by
second-priority ship mortgage) and general and specific assignments and guaranteed by Star Bulk Carriers Corp.
Credit Facilities Covenants:
The Company’s outstanding credit facilities generally contain customary affirmative and negative covenants, on a subsidiary level, including limitations to:
·
·
·
·
·
pay dividends if there is an event of default under the Company’s credit facilities;
incur additional indebtedness, including the issuance of guarantees, refinance or prepay any indebtedness, unless certain conditions exist;
create liens on Company’s assets, unless otherwise permitted under Company’s credit facilities;
change the flag, class or management of Company’s vessels or terminate or materially amend the management agreement relating to each vessel;
acquire new or sell vessels, unless certain conditions exist;
· merge or consolidate with, or transfer all or substantially all Company’s assets to, another person; or
·
enter into a new line of business.
Furthermore, the Company’s credit facilities contain financial covenants requiring the Company to maintain various financial ratios, including among others:
·
·
·
·
a minimum percentage of vessel value to secured loan amount (security cover ratio or “SCR”);
a maximum ratio of total liabilities to market value adjusted total assets;
a minimum liquidity; and
a minimum market value adjusted net worth.
As of December 31, 2020 and 2021, the Company was required to maintain minimum liquidity, not legally restricted, of $58,000 and $64,000, respectively, which is
included within “Cash and cash equivalents” in the consolidated balance sheets. In addition, as of December 31, 2020 and 2021, the Company was required to maintain
minimum liquidity, legally restricted, of $12,320 and $22,986, respectively, which is included within “Restricted cash” current and non-current, in the consolidated
balance sheets.
As of December 31, 2021, the Company was in compliance with the applicable financial and other covenants contained in its bank loan agreements and lease financings
described in Note 6.
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STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
7. Long-term bank loans - (continued):
The weighted average interest rate (including the margin) related to the Company’s debt (including 2022 Notes until their redemption date) and lease financings for the
years ended December 31, 2019, 2020 and 2021 was 5.28%, 3.63% and 2.94%, respectively. The commitment fees incurred during the years ended December 31, 2019,
2020 and 2021, with regards to the Company’s unused amounts under its credit facilities were $806, $65 and $93, respectively. There are no undrawn portions as of
December 31, 2021, other than the available amount under the HSBC Working Capital Facility. The principal payments required to be made after December 31, 2021, are
as follows:
Twelve month periods ending
December 31, 2022
December 31, 2023
December 31, 2024
December 31, 2025
December 31, 2026
December 31, 2027 and thereafter
Total Long term bank loans
Unamortized loan issuance costs
Total Long term bank loans, net
Current portion of long term bank loans
Long term bank loans, net of current portion and unamortized loan issuance costs
Amount
$ 156,701
229,392
203,988
197,233
246,580
66,214
1,100,108
(10,853)
1,089,255
156,701
932,554
$
$
All of the Company’s bank loans and applicable lease financings bear interest at LIBOR plus a margin, except for DSF $55,000 Facility described above. The amounts of
“Interest and finance costs” included in the consolidated statements of operations are analyzed as follows:
Interest on financing agreements
Less: Interest capitalized
Reclassification adjustments of interest rate swap loss/(gain) transferred to Interest and finance
costs from Other Comprehensive Income (Note 17)
Amortization of debt (loan, lease & notes) issuance costs
Other bank and finance charges
Interest and finance costs
Years ended December 31,
2019
81,393
(1,018)
–
5,590
1,652
87,617
$
$
2020
58,379
–
848
$
7,815
2,513
69,555
$
2021
45,453
–
2,351
6,511
1,721
56,036
$
$
In connection with the prepayments described above and of lease financings, discussed in Note 6, following the sale of mortgaged vessels and the refinancing of certain
credit facilities, during the years ended December 31, 2019, 2020 and 2021, $1,229, $3,701 and $3,612 , respectively, of unamortized debt issuance costs were written off.
In addition, during the years ended December 31, 2019, 2020 and 2021, $2,297, $1,223 and $388 of expenses were incurred in connection with the aforementioned
prepayments. All aforementioned amounts are included under “Loss on debt extinguishment” in the consolidated statements of operations.
Also in connection with the prepayments described above the Company early terminated certain of its interest rate swaps (Note 17) and the Company received an amount
of $307 in aggregate, representing the valuation of the interest rate swaps on the termination date. Lastly, upon the de-designation of an interest rate swap, an amount of
$436 representing the cumulative gain on the hedging instrument on the de-designation date, previously recognized in equity was written off, provided that the forecasted
transactions associated with this hedge were no longer probable since the corresponding loan was fully prepaid. Both aforementioned amounts are included under “Loss
on debt extinguishment” in the consolidated statement of operations for the year ended December 31, 2021.
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STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
8. Preferred, Common Shares and Additional paid in capital:
Preferred Shares: Star Bulk is authorized to issue up to 25,000,000 preferred shares, $0.01 par value with such designations, as voting, and other rights and preferences,
as determined by the Board of Directors. As of December 31, 2020 and 2021 the Company had not issued any preferred shares.
Common Shares: As per the Company’s Amended and Restated Articles of Incorporation, Star Bulk is authorized to issue up to 300,000,000 registered common shares,
par value $0.01 per share.
Each outstanding share of the Company’s common shares entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that
may be applicable to any outstanding preferred shares, holders of common shares are entitled to ratably receive all dividends, if any, declared by the Company’s Board of
Directors out of funds legally available for dividends. Holders of common shares do not have conversion, redemption or preemptive rights to subscribe to any of the
Company’s securities. All outstanding common shares are fully paid and non-assessable. The rights, preferences and privileges of holders of common shares are subject
to the rights of the holders of any preferred shares which the Company may issue in the future.
On November 29, 2018, the Company announced a share repurchase program to purchase up to an aggregate of $50.0 million of the Company’s common shares. The
timing and amount of any repurchases will be in the sole discretion of the Company’s management team, and will depend on legal requirements, market conditions, share
price, alternative uses of capital and other factors. The Company is not obligated under the terms of the program to repurchase any of its common shares. The repurchase
program has no expiration date and may be suspended or terminated by the Company at any time without prior notice. Common shares repurchased as part of this
program will be cancelled by the Company. Pursuant to this share repurchase program, during the fourth quarter of 2018, the Company repurchased 341,363 of its
common shares in open market transactions at an average price of $9.17 for an aggregate consideration of $3,145, including minor commissions. All the aforementioned
repurchased shares were canceled and removed from the Company’s share capital on January 3, 2019.
Pursuant to this share repurchase program, during the twelve month period ended December 31, 2019, the Company repurchased 1,020,000 shares from a non-related
party shareholder in a private transaction at a price of $8.40 per share, for an aggregate consideration of $8.6 million and 1,579,195 shares in open market transactions at
an average price of $7.49 for an aggregate consideration of $11,831. The repurchased shares were cancelled and removed from the Company’s share capital as of
December 31, 2019.
In January 2019, the Company issued 999,336 common shares in connection with the acquisition of Star Janni and Star Marianne.
During the year ended December 31, 2019, the Company issued 4,503,370 shares to Delphin Shipping LLC in connection with the acquisition of 11 dry bulk vessels.
During the year ended December 31, 2019, the Company issued 883,700 shares to the Company’s directors and employees in connection with its equity incentive plans
(Note 10). On November 20, 2019, the Company’s Board of Directors declared a cash dividend of $4,804 (or $0.05 per common share) for the third quarter of 2019, in
line with the dividend policy established in November 2019. The total dividend amount was paid in December 2019.
During the year ended December 31, 2020, the Company issued 1,073,490 shares to the Company’s directors and employees in connection with its equity incentive plans
(Note 10). In addition, within 2020 the Company paid a cash dividend of $ 4,804 (or $0.05 per common share) for the fourth quarter of 2019, in line with the dividend
policy established in November 2019.
On August 5, 2021, the Board of Directors authorized a new share repurchase program of up to an aggregate of $50.0 million. The terms and conditions of the program
are substantially similar to the terms and conditions of the Company’s previous share repurchase program. During the year ended December 31, 2021, the Company
repurchased 466,268 shares in open market transactions at an average price of $22.01 per share, for an aggregate consideration of $10.3 million. The repurchased shares
were cancelled and removed from the Company’s share capital as of December 31, 2021.
As further discussed in Note 5, during the year ended December 31, 2021 the Company issued 2,100,000 and 3,000,000 of its common shares in connection with the
delivery of the three E.R. Acquisition Vessels and the seven Eneti Acquisition Vessels, respectively. In addition, during the same period, the Company cancelled
its 6,971 treasury shares.
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STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
8. Preferred, Common Shares and Additional paid in capital – (continued):
On June 24, 2021, OCM XL Holdings, L.P., a special purpose holding vehicle owned indirectly by certain funds and accounts managed by Oaktree Capital Management,
L.P., the Company’s largest shareholder, completed an underwritten secondary sale of 2,382,775 common shares of the Company at a price of $22.00 per share. The
Company did not sell any common shares and did not receive any proceeds as a result of this secondary sale.
On July 1, 2021, the Company entered into two “at the market” offering programs, one with Jefferies LLC (“Jefferies”) and one with Deutsche Bank Securities Inc.
(“Deutsche Bank” and together with Jefferies, the “Sales Agents”). In accordance with the terms of each at-the-market sale agreement with Jefferies and Deutsche Bank,
the Company may offer and sell a number of its common shares, having an aggregate offering price of up to $75,000 at any time and from time to time through each of
the Sales Agents, as agent or principal. The Company intends to use the net proceeds from any sales under the two “at the market” offering programs for capital
expenditures, working capital, debt repayment, funding for vessel and other asset or share acquisitions or for other general corporate purposes, or a combination thereof.
As of December 31, 2021, no shares have been sold from the Company under either of the two offering programs.
During the year ended December 31, 2021, the Company issued 521,310 shares to the Company’s directors and employees in connection with its equity incentive plans
(Note 10). In addition, pursuant to its dividend policy, the Company during the year ended December 31, 2021 declared a cash dividend of $230,473 (or $0.30, $0.70 &
$1.25 per common share for the first, second and third quarters of 2021, respectively), out of which an amount of $233 remains outstanding as of December 31, 2021.
9. Management fees:
The Company has engaged Ship Procurement Services S.A. (“SPS”), a third party company, to provide to its fleet certain procurement services. During the years ended
December 2018 and 2019, the Company entered into the following management agreements with: i) Augustea Technoservices Ltd and Songa Shipmanegement Ltd to
provide technical management to certain of its vessels, following the completion of the Augustea Vessel Purchase Transaction and Songa Vessel Purchase Transaction
(Note 3) and ii) Equinox Maritime Ltd, Zeaborn GmbH & Co. KG and Technomar Shipping Inc to provide certain management services to certain of its vessels. During
the first quarter of 2019, all management agreements with Songa Shipmanagement Ltd. were terminated. In addition, in 2021 the Company appointed Iblea Ship
Management Limited to provide certain management services to certain vessels, which previously were managed by Augustea Technoservices Ltd (Note 3).Total
management fees under the aforementioned management agreements in effect for the years ended December 31, 2019, 2020 and 2021, were $17,500, $18,405 and
$19,489, respectively, and are included in “Management fees” in the consolidated statements of operations.
10. Equity Incentive Plans:
On January 7, 2019, the Company’s Board of Directors and Compensation Committee established an incentive program for key employees, pursuant to which an
aggregate of 4,000,000 restricted share units (each, a “RSU”), comprising of 10 tranches of 400,000 RSU each, would be issued. The fair value of each issuable share was
determined based on the closing price of the Company’s common shares on the grant date, January 7, 2019. Each RSU would represent, upon vesting, a right for the
beneficiary to receive one common share of the Company. The RSUs would be subject to the satisfaction of certain performance conditions, which would apply if the
Company’s fleet performed better than the relevant dry bulk charter rate indices as reported by the Baltic Exchange (the “Indices”) during 2020 and 2021. The RSUs
would start to vest if the Company’s fleet performed better than the Indices by at least $120,000, and would vest in increasing amounts if and to the extent the
performance of the Company’s fleet exceeded the performance that would have been derived based on the Indices by up to an aggregate of $300,000. Subject to the
vesting conditions being met on April 30, 2021 and April 30, 2022 (each, a “Vesting Date”) two million RSUs would vest on each Vesting Date, on tranches based on the
level of performance, and the relevant common shares of the Company would be issued by the Company and distributed to the relevant beneficiaries as per the allocation
of the Board of Directors. Any non-vested RSUs at the applicable Vesting Date would be cancelled. As of December 31, 2019, the Company took the view that only for
one tranche of the RSUs which would vest on April 30, 2022, the likelihood of vesting met the “more likely than not” threshold under US GAAP and as a result
amortization expense for these 400,000 RSUs of $1,235 was recognized and is included under “General and administrative expenses” in the consolidated statement of
operations for the year ended December 31, 2019. During the year ended and as of December 31, 2020, the Company determined that the updated likelihood of vesting
for any of the 4,000,000 RSUs did not meet a “more likely than not” threshold under US GAAP. As a result, the previously recognized expense of $1,235 was reversed in
2020 and is included under “General and administrative expenses” in the consolidated statement of operations for the year ended December 31, 2020.
F-43
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
10. Equity Incentive Plans - (continued):
On June 7, 2021, the Company’s Board of Directors amended the previously announced incentive program. The test metrics for the calculation of the underlying shares of
the RSUs that would have been issued, the tranches and the vesting variables were eliminated. Instead, the incentive program provides for the issuance of shares
and links this management performance incentive scheme with the savings from the price differential between High Sulfur Fuel Oil / Low Sulfur Fuel Oil gained on the
scrubber fitted vessels of the Company’s fleet and is calculated on an annual basis (“Bunker Benefit”). In particular, the threshold requirement above which the amended
program is triggered is increased to $250.0 million of cumulative Bunker Benefit (instead of the previous threshold of $120.0 million Indices outperformance). Upon the
satisfaction of the above new threshold, the Board of Directors shall award a percentage ranging between 5%-10%, at its discretion, of the annual Bunker Benefit, the
value of which will be reflected in actual shares to key employees. The duration of the program was also extended from April 2022 to the end of 2024. The Company
estimated the intrinsic value of the award basis December 31, 2021 VLSFO-HSFO spread and assuming 5% of scrubber savings to be awarded by the Board of Directors,
and as a result an amount of $1,190 was recognized as of that date and is included under “General and administrative expenses” in the consolidated statement of
operations for the year ended December 31, 2021.
On May 22, 2019, the Company’s Board of Directors adopted the 2019 Equity Incentive Plan (the “2019 Plan”) and reserved for issuance 900,000 common shares
thereunder. On the same date, 885,000 restricted common shares were granted to certain of the Company’s directors, officers and employees of which 685,462 restricted
common shares vested in August 2019, 99,769 restricted common shares vested in August 2020 and the remaining 99,769 restricted common shares will vest in August
2022. The fair value of each share was determined based on the closing price of the Company’s common shares on the grant date, May 22, 2019.
On May 25, 2020, the Company’s Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”) and reserved for issuance 1,100,000 common shares
thereunder. On the same date, all of the 1,100,000 restricted common shares were granted to certain of the Company’s directors, officers and employees of
which 855,380 restricted common shares vested in August 2020, 122,310 restricted common shares vested in May 2021 and the remaining 122,310 restricted common
shares vest in May 2023. The fair value of each share was $5.09, based on the closing price of the Company’s common shares on the grant date.
On June 7, 2021, the Company’s Board of Directors adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and reserved for issuance 515,000 common shares
thereunder. On the same date, the Company granted all of the 515,000 restricted common shares to certain directors, officers and employees, of which 401,750 restricted
common shares vested in September 2021, 56,625 restricted common shares vest in June 2022 and the remaining 56,625 restricted common shares vest in June 2024. The
fair value of each restricted share was $18.88, based on the latest closing price of the Company’s common shares on the grant date.
F-44
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
10. Equity Incentive Plans - (continued):
Pursuant to the aforementioned equity incentive plans, during the years ended December 31, 2019, 2020 and 2021 the Company issued 883,700 common shares,
1,073,490 common shares and 521,310 common shares, respectively.
All non-vested shares and options, if any, vest according to the terms and conditions of the applicable award agreements. The grantee does not have the right to vote the
non-vested shares or exercise any right as a shareholder of the non-vested shares, although the issued and non-vested shares pay dividends as declared. The dividends
with respect to these shares are forfeitable if the service conditions are not fulfilled. Share options have no voting or other shareholder rights. For the years ended
December 31, 2019, 2020 and 2021 the Company paid $14, $14 and $875 for dividends to non-vested shares.
The shares which are issued in accordance with the terms of the Company’s equity incentive plans or awards remain restricted until they vest. For the years ended
December 31, 2019, 2020 and 2021, the share based compensation cost (including the RSUs) was $7,943, $4,624 and $10,335 respectively, and is included under
“General and administrative expenses” in the consolidated statements of operations. There were no forfeitures of non-vested shares or options during the years 2019,
2020 and 2021.
A summary of the status of the Company’s non-vested restricted shares as of December 31, 2019, 2020 and 2021, and the movement during these years, is presented
below:
Unvested as at January 1, 2019
Granted
Vested
Unvested as at December 31, 2019
Unvested as at January 1, 2020
Granted
Vested
Unvested as at December 31, 2020
Unvested as at January 1, 2021
Granted
Vested
Unvested as at December 31, 2021
Number of
shares
143,000
885,000
(756,962)
271,038
271,038
1,100,000
(955,149)
415,889
$
$
$
$
415,889
515,000
(595,560)
335,329
$
$
Weighted
Average
Grant Date
Fair Value
12.49
8.13
8.54
9.28
9.28
5.09
5.41
7.09
7.09
18.88
15.28
10.65
On April 13, 2015, the Board of Directors granted share purchase options of up to 104,250 common shares to certain executive officers, at an option exercise price of
$27.50 per share. These options are exercisable in whole or in part between the third and the fifth anniversary of the grant date, subject to the respective individuals
remaining employed by the Company at the time the options are exercised. The options expired in April 2020 without being exercised.
A summary of the status and movement of the Company’s non-vested share options as of the year ended December 31, 2019 and the period from January 1, 2020 until
April 13, 2020 when these options expired is presented below.
Options
Outstanding at beginning of period
Granted
Vested
Outstanding at end of period
Number of
options
104,250
-
-
104,250
$
$
Weighted
average
exercise
price
27.5
-
-
27.5
$
$
Weighted
Average
Grant Date
Fair Value
7.0605
-
-
7.0605
As of December 31, 2021, the estimated compensation cost relating to non-vested restricted share awards not yet recognized was $1,777, and is expected to be recognized
over the weighted average period of 1.59 years. The total fair value of shares vested during the years ended December 31, 2019, 2020 and 2021 was $7,703, $6,681 and
$13,104, respectively.
11. Earnings / (Loss) per share:
All common shares issued (including the restricted shares issued under the Company’s equity incentive plans) have equal rights to vote and participate in dividends. The
restricted shares issued under the Company’s equity incentive plans are subject to forfeiture provisions set forth in the applicable award agreement. The calculation of
basic earnings per share does not consider the non-vested shares as outstanding until the time-based vesting restriction has lapsed. For the purpose of calculating diluted
earnings / (loss) per share, the weighted average number of diluted shares outstanding includes the incremental shares assumed issued, determined in accordance with the
treasury stock method. For the year ended December 31, 2019, during which the Company incurred losses, the effect of i) 271,038 non-vested shares and ii) 104,250 non-
vested share options , would be anti-dilutive. Hence for the year ended December 31, 2019 “Basic loss per share” equals “Diluted loss per share.” For the years ended
December 31, 2020 and 2021 the denominator of the diluted earnings per share calculation includes 153,216 common shares and 295,243 common shares, respectively,
being the number of incremental shares assumed issued under the treasury stock method.
F-45
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
11. Earnings / (Loss) per share - (continued):
The Company calculates basic and diluted loss per share as follows:
Income / (Loss) :
Net income / (loss)
Basic earnings / (loss) per share:
Weighted average common shares outstanding, basic
Basic earnings / (loss) per share
Effect of dilutive securities:
Dillutive effect of non vested shares
Weighted average common shares outstanding, diluted
Diluted earnings / (loss) per share
Years ended December 31,
2019
2020
2021
(16,201)
$
9,660
$
680,530
93,735,549
(0.17)
$
96,128,173
0.10
101,183,829
6.73
$
–
93,735,549
153,216
96,281,389
295,243
101,479,072
(0.17)
$
0.10
$
6.71
$
$
$
12. Accrued liabilities:
The amounts shown in the consolidated balance sheets are analyzed as follows:
Audit fees
Legal fees
Other professional fees
Vessel Operating and voyage expenses
Loan and interest rate swaps interest and financing fees
Income tax
Total Accrued Liabilities
F-46
$
$
December
31, 2020
December 31,
2021
400
122
1,739
24,406
4,083
60
30,810
341 $
137
2,300
12,481
5,547
134
20,940 $
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
13. Income taxes:
The Company is in the business of international shipping and is not subject to a material amount of income taxes. The Company is subjected to tonnage taxes in certain
jurisdictions as described below and includes these taxes under “Vessel Operating Expenses” in the consolidated statements of operations.
The Company does receive dividends from its operating subsidiaries and these are not subject to withholding taxes nor are these dividends taxed at the Company upon
receipt. Thus, the Company does not record deferred tax liabilities for any unremitted earnings as there are no taxes associated with the remittances.
The Company is subjected to tax audits in the jurisdictions it operates in. There have been no adjustments assessed to the Company in the past and the Company believes
there are no uncertain tax positions to consider.
a) Taxation on Marshall Islands Registered Companies and tonnage tax
Under the laws of the countries of the shipowning companies’ incorporation and/or vessels’ registration, the shipowning companies are not subject to tax on
international shipping income. However, they are subject to registration and tonnage taxes. In addition, each foreign flagged vessel managed in Greece by Greek
or foreign ship management companies is subject to Greek tonnage tax, under the laws of the Hellenic Republic. The technical managers of the Company’s
vessels, which are established in Greece under Greek Law 89/67, are responsible for the filing and payment of the respective tonnage tax on behalf of the
Company. Furthermore, under the New Tonnage Tax System (“TTS”) for Cypriot merchant shipping, qualifying ship managers who opted and are accepted to be
taxed under the TTS are subject to an annual tax referred to as tonnage tax, which is calculated on the basis of the net tonnage of the qualifying ships they
manage. The technical managers of the Company’s vessels, which are established and operate in Cyprus, are responsible for the filing and payment of the
respective tonnage tax. These taxes for 2019, 2020 and 2021 were $2,087, $2,103 and $2,634, respectively, and have been included under “Vessel operating
expenses” in the consolidated statements of operations (Note 16).
b) Taxation on US Source Income - Shipping Income
Under the United States Internal Revenue Code of 1986, as amended (the “Code”), the U.S. source gross transportation income of a ship-owning or chartering
corporation, such as the Company, is subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption
from tax under Section 883 of the Code and the Treasury Regulations promulgated thereunder. U.S. source gross transportation income consists of 50% of the
gross shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States.
Under IRS regulations, a Company’s shares will be considered to be regularly traded on an established securities market if (i) one or more classes of its shares
representing 50% or more of its outstanding shares, by voting power of all classes of shares of the corporation entitled to vote and of the total value of the shares
of the corporation, are listed on the market and (ii) (A) such class of share is traded on the market, other than in minimal quantities, on at least 60 days during the
taxable year or one sixth of the days in a short taxable year; and (B) the aggregate number of shares of such class of share traded on such market during the
taxable year must be at least 10% of the average number of shares of such class of share outstanding during such year or as appropriately adjusted in the case of
a short taxable year. Notwithstanding the foregoing, the treasury regulations provide, in pertinent part, that a class of the Company’s shares will not be
considered to be “regularly traded” on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares
of such class are owned, actually or constructively under specified share attribution rules, on more than half the days during the taxable year by persons who
each own 5% or more of the vote and value of such class of the Company’s outstanding shares, (“5% Override Rule”).
For the taxable years 2019, 2020 and 2021 the Company believes that it was exempt from U.S. federal income tax of 4% on U.S. source shipping income, as it
believes that it satisfies the Publicly Traded Test for these years because it is not subject to the 5% Override Rule.
F-47
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
13. Income taxes – (continued):
c) Other Taxation
In addition to the tax consequences described above, the Company may be subject to tax in one or more other jurisdictions, including Malta, Germany and
Singapore, where the Company conducts activities through certain of its subsidiaries. The Company believes that its tax exposure for years ended December 31,
2019, 2020 and 2021 in the above jurisdictions is immaterial. The amount of income taxes recognized with respect to these jurisdictions for the years ended
December 31, 2019, 2020 and 2021 was $109, $152 and $16, respectively, and is included under “Income taxes” in the consolidated statements of operations.
14. Commitments and Contingencies:
a) 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’s vessels are covered for pollution of $1 billion per vessel per incident, by the Protection and Indemnity (P&I) Association in
which the Company’s vessels are entered. The Company’s vessels are subject to calls payable to their P&I Association and may be subject to supplemental calls
which are based on estimates of premium income and anticipated and paid claims. Such estimates are adjusted each year by the Board of Directors of the P&I
Association until the closing of the relevant policy year, which generally occurs within three years from the end of the policy year. Supplemental calls, if any, are
expensed when they are announced and according to the period they relate to. The Company is not aware of any supplemental calls in respect of any policy years
other than those that have already been recorded in its consolidated financial statements.
b) Other contingencies:
Contingencies relating to Heron
On July 11, 2014, Oceanbulk Shipping became a wholly owned subsidiary of the Company. Oceanbulk Shipping owned a convertible loan, which was
convertible into 50% of Heron Ventures Ltd’s (“Heron”) equity. After the conversion of the loan, on November 5, 2014, Heron was a 50-50 joint venture
between Oceanbulk Shipping and ABY Group Holding Limited, and Oceanbulk Shipping shared joint control over Heron with ABY Group Holding Limited.
Based on the applicable related agreements, neither party will entirely control Heron. In addition, any operational and other decisions with respect to Heron will
need to be jointly agreed between Oceanbulk Shipping and ABY Group Holding Limited. As of December 31, 2017, all vessels previously owned by Heron
have been either sold or distributed to its equity holders. While Oceanbulk Shipping and ABY Group Holding Limited intend that Heron eventually will be
dissolved shortly after receiving permission from local authorities in Malta, until that occurs, contingencies to the Company may arise. However, the pre-
transaction investors in Heron effectively remain as ultimate beneficial owners of Heron, until Heron is dissolved on the basis that, according to the agreement
governing the Merger, any cash received or paid by the Company from the final liquidation of Heron will be settled accordingly by the pre-Merger investors in
Oceanbulk (the “Oceanbulk Sellers”). The Company had no outstanding balance with the Oceanbulk Sellers as of December 31, 2017 and thereafter. In July
2018, ABY Group Holding Limited transferred to ABY Floriana Limited its interests to Heron. The Company concluded that there should not be significant
financial impact and therefore no provision has been made.
F-48
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
14.
Commitments and Contingencies - (continued):
c) Commitments:
The following table sets forth inflows and outflows, related to the Company’s charter party arrangements and other commitments, as of December 31, 2021.
Charter party agreements
+ inflows/ - outflows
Total
2022
2023
2024
2025
2026
2027 and
thereafter
Twelve month periods ending December 31,
Future, minimum, non-cancellable charter
revenue (1)
Total
$
$
109,959 $ 109,959 $ - $ - $ - $ - $ -
109,959 $ 109,959 $ - $ - $ - $ - $ -
(1) The amounts represent the minimum contractual charter revenues to be generated from the existing, as of December 31, 2021, non-cancellable time charter
agreements, until their expiration, net of address commission, assuming no off-hire days, other than those related to scheduled interim and special surveys of the
vessels.
Other commitments:
+ inflows/ - outflows
Vessel BWTS (1)
Total
Twelve month periods ending December 31,
Total
2022
2023
2024
(21,836)
(19,182)
(2,524) (130)
2025
2027 and
thereafter
- - -
2026
$
(21,836) $ (19,182) $ (2,524) $ (130) $ - $ - $ -
(1) The amounts represent the Company’s commitments as of December 31, 2021, for installation of Ballast Water Treatment System (“BWTS”) on its vessels so as
to comply with environmental regulations.
15. Voyage revenues:
The following table shows the voyage revenues earned from time charters, voyage charters and pool agreements for the years ended December 31, 2019, 2020 and 2021,
as presented in the consolidated statements of operation:
Time charters
Voyage charters
Pool revenues
Years ended December 31,
2019
373,927
437,779
9,659
821,365
$
$
$
$
2020
2021
309,503 $
385,482
(1,744)
693,241 $
745,442
683,146
(1,165)
1,427,423
As of December 31, 2021, trade accounts receivable (excluding the provision for doubtful debt) increased by $43,227, and deferred revenue increased by $13,285
compared to December 31, 2020. These changes were primarily attributable to the significant improved market rates prevailing during the year 2021 and as of December
31, 2021 compared to the same period in 2020 and also the timing of collections.
F-49
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
15. Voyage revenues - (continued):
Further, as of December 31, 2021, capitalized contract fulfilment costs which are recorded under “Other current assets” increased by $2,736 compared to December 31,
2020, from $2,187 to $4,923. This change was mainly attributable to the timing of commencement of revenue recognition. . Under ASC 606, unearned voyage charter
revenue represents the consideration received for undelivered performance obligations. The Company recorded $11,675 as unearned revenue related to voyages in
progress as of December 31, 2020, which was recognized in earnings during the year ended December 31, 2021 as the performance obligations were satisfied in that
period. In addition, the Company recorded $24,960 as unearned revenue related to voyages in progress as of December 31, 2021, which will be recognized in earnings
during the year ending December 31, 2022 as the performance obligations were satisfied in that period.
The adjustment to Company’s revenues from the vessels operating in the CCL Pool (Note 3), deriving from the allocated pool result for those vessels as determined in
accordance with the agreed-upon formula, for the years ended December 31, 2019, 2020 and 2021 was $9,524, ($3,695) and ($4,188), respectively, while the
corresponding adjustment to Company’s revenues from the Short Pool (Note 3) for the years ended December 31, 2020 and 2021 was $1,923 and ($328). All the amounts
are included within “Pool Revenues” in the table above. The remaining amount of $3,351 refers to other participation adjustments deriving from profit sharing from
participation in charter-in agreement with other parties.
As discussed in Note 1, during 2019, 2020 and 2021 the Company chartered-in a number of third-party vessels, to increase its operating capacity in order to satisfy its
clients’ needs. Revenues generated from those charter-in vessels during the years ended December 31, 2019, 2020 and 2021 amounted to $185,311, $36,234 and $20,215,
respectively and are included in Voyage revenues in the consolidated statements of operations, out of which $15,253, $243 and $1,212, respectively, constitute sublease
income deriving from time charter agreements.
16. Voyage and Vessel operating expenses:
The amounts in the consolidated statements of operations are analyzed as follows:
Voyage expenses
Port charges
Bunkers
Commissions – third parties
Commissions – related parties (Note 3)
Miscellaneous
Total voyage expenses
Vessel operating expenses
Crew wages and related costs
Insurances
Maintenance, repairs, spares and stores
Lubricants
Tonnage taxes (Note 13)
Pre-delivery and Pre-joining expenses
Miscellaneous
Total vessel operating expenses
$
$
$
$
63,576
146,089
6,828
3,850
2,619
222,962
103,701
10,311
25,675
9,833
2,087
1,507
6,948
160,062
$
$
$
$
F-50
Years ended December 31,
2020
2019
55,738 $
130,800
6,134
3,780
3,606
200,058 $
2021
63,027
139,252
13,955
3,870
6,007
226,111
109,311 $
13,002
37,947
10,669
2,103
–
5,511
178,543 $
126,180
14,981
44,646
11,823
2,634
3,104
5,293
208,661
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
17. Fair Value Measurements and Hedging:
The guidance for fair value measurements applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader
of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information
used to determine fair values. The same guidance requires that assets and liabilities carried at fair value should be classified and disclosed in one of the following three
categories based on the inputs used to determine its fair value:
Level 1: Quoted market prices in active markets for identical assets or liabilities;
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;
Level 3: Unobservable inputs that are not corroborated by market data.
In addition, ASC 815, “Derivatives and Hedging” requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet.
Fair value on a recurring basis:
Interest rate swaps:
The Company from time to time enters into interest rate derivative contracts to manage interest costs and risk associated with changing interest rates with respect to its
variable interest loans and credit facilities.
As of December 2019, the Company had no interest rate swaps open positions.
During the year ended December 31, 2020, the Company entered into various interest rate swaps with ING, DNB Bank ASA (“DNB”), SEB, Citibank Europe PLC
(“Citi”), Piraeus Bank and Alpha Bank to convert a portion of its debt from floating to fixed rate. In addition, during the year ended December 31, 2021, the Company
early terminated certain of those interest rate swaps that were in effect as of December 31, 2020 and entered into a new interest rate swap agreement with the National
Bank of Greece (“NBG”), SEB and ABN AMRO Bank. The following table summarizes the interest rate swaps in place as of December 31, 2021.
Counterparty Trading Date
ING
ING
ING
SEB
Citi
Citi
Citi
Citi
Citi
Citi
Citi
ING July 20
SEB
ABN
NBG
March 10, 2020
March 10, 2020
March 18, 2020
March 6, 2020
June 11, 2020
June 11, 2020
June 11, 2020
June 11, 2020
June 11, 2020
June 11, 2020
June 11, 2020
July 8, 2020
February 12, 2021
February 24, 2021
June 29, 2021
Inception
March 29, 2020
April 2, 2020
April 3, 2020
April 30, 2020
July 30, 2020
August 10, 2020
June 22, 2020
June 29, 2020
July 21, 2020
August 28, 2020
September 1, 2020
July 6, 2020
April 26, 2021
March 20, 2021
June 28, 2021
Expiry
March 29, 2026
October 2, 2025
April 3, 2023
January 30, 2025
October 18, 2023
May 10, 2024
December 20, 2023
August 28, 2023
July 21, 2023
May 28, 2024
March 1, 2024
July 6, 2026
January 26, 2026
December 20, 2023
June 28, 2023
F-51
Fixed Rate
0.7000%
0.7000%
0.6750%
0.7270%
0.3300%
0.3510%
0.3380%
0.3280%
0.3250%
0.3520%
0.3430%
0.3700%
0.4525%
0.3120%
0.6500%
Initial Notional
$ 29,960
$ 39,375
$ 16,157
$ 58,885
$ 104,450
$ 56,075
$ 94,538
$ 56,915
$ 99,816
$ 31,350
$ 33,390
$ 70,000
$ 37,050
$ 84,548
$ 125,000
Current Notional
$ 26,215
$ 33,750
$ 14,293
$ 51,072
$ 86,200
$ 49,587
$ 74,557
$ 44,075
$ 88,725
$ 27,700
$ 30,298
$ 55,417
$ 33,150
$ 74,557
$ 117,500
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
17. Fair Value Measurements and Hedging - (continued):
The above 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 years ended December 31, 2020 and 2021.
A loss of approximately $654 in connection with the interest rate swaps is expected to be reclassified into earnings during the following 12-month period when realized.
Forward Freight Agreements (“FFAs”) and Bunker Swaps:
During the years ended December 31, 2019, 2020 and 2021, the Company entered into a certain number of FFAs and options for FFAs on the Capesize, Panamax and
Supramax indices. The results of the Company’s FFAs during the years ended December 31, 2019, 2020 and 2021 and the valuation of the Company’s open position as at
December 31, 2020 and 2021 are presented in the tables below.
During the years ended December 31, 2019, 2020 and 2021, the Company entered into a certain number of bunker swaps. The results of the Company’s bunker swaps
during the years ended December 31, 2019, 2020 and 2021 and the valuation of the Company’s open position as at December 31, 2020 and 2021 are presented in the
tables below.
The amount of Gain/(loss) on forward freight agreements and bunker swaps, net and on interest rate swaps recognized in the consolidated statements of operations are
analyzed as follows:
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)
Total Gain/(loss) recognized
Gain/(loss) on forward freight agreements and bunker swaps, net
Realized gain/(loss) on forward freight agreements and freight options
Realized gain/(loss) on bunker swaps
Unrealized gain/(loss) on forward freight agreements and freight options
Unrealized gain/(loss) on bunker swaps
Total Gain/(loss) recognized
2019
Years ended December 31,
2020
2021
–
–
(848)
(2,351)
$
(848)
$
(2,351)
6,043
(1,386)
(321)
75
4,411
$
(5,995)
20,856
(430)
1,725
16,156
$
1,308
748
1,802
(294)
3,564
$
$
F-52
Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
17. Fair Value Measurements and Hedging - (continued):
The following table summarizes the valuation of the Company’s derivative financial instruments as of December 31, 2020 and 2021, based on Level 1 quoted market
prices in active markets.
ASSETS
Bunker swaps - current
Freight derivatives - current
Freight derivatives - non-current
Total
LIABILITIES
Bunker swaps - current
Freight derivatives - current
Total
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)
Quoted Prices in Active Markets for Identical Assets (Level 1)
December 31, 2020
December 31, 2021
Derivatives, current asset
portion
Derivatives, current asset
portion
Derivatives,
asset portion
non-current
Derivatives,
liability portion
Derivatives,
liability portion
current
current
$
$
$
$
$
$
$
- - $
7 -
- - $
1,440 -
- - $
150 -
- - $
1,597 -
- - $
300 -
212
- $
-
-
212 - $
300 -
Certain of the Company’s derivative financial instruments discussed above require the Company to periodically post additional collateral depending on the level of any
open position under such financial instruments, which as of December 31, 2020 and 2021 amounted to $895 and $10,128, respectively, and are included within
“Restricted cash, current” in the consolidated balance sheets.
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 bareboat leases (Level 2), bearing interest at variable interest rates, approximates their recorded
values as of December 31, 2021, due to the variable interest rate nature thereof. The fair value of the DSF $55,000 Facility, measured through level 2 inputs (such as
interest rate curves) is $49,008, which is $354 higher than the loan’s book value of $48,654.
The following table summarizes the valuation of the Company’s financial instruments as of December 31, 2020 and 2021, based on Level 2 observable market based
inputs or unobservable inputs that are corroborated by market data.
ASSETS
Interest rate swaps - current
Interest rate swaps - non-current
Total
LIABILITIES
Interest rate swaps - current
Interest rate swaps - non-current
Total
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)
Significant Other Observable Inputs (Level 2)
December 31, 2020
December 31, 2021
Derivatives, current asset
portion
Derivatives,
asset portion
non-current
$ -
–
$ -
549
$ -
–
$ -
6,763
$ -
–
$ -
7,312
Derivatives,
liability portion
Derivatives,
liability portion
non-current
current
$ -
1,727 $ -
443
$ -
2,265 $ -
–
$ -
3,992 $ -
443
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Table of Contents
STAR BULK CARRIERS CORP.
Notes to Consolidated Financial Statements
December 31, 2021
(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)
17. Fair Value Measurements and Hedging - (continued):
Fair value on a nonrecurring basis
The Company reviewed, in 2019, 2020 and 2021 the recoverability of the carrying amount of its vessels.
During 2019, the Company recognized impairment loss of $3,411 related to the agreed and intended sale of two vessels (Note 5). The carrying value of the respective
vessels was written down to the fair value as determined by reference to their agreed or negotiated sale prices (Level 2).
The table following table summarizes the valuation of these assets measured at fair value on a non-recurring basis as of December 31, 2019:
Long-lived assets held
and used
Quoted Prices in Active
Markets for Identical
Assets
(Level 1)
Vessels, net
TOTAL
$ -
$ -
$
$
Significant Other Observable
Inputs
Significant Unobservable
Inputs
Impairment loss
(Level 2)
24,475
24,475
(Level 3)
$ -
$ -
$
$
3,411
3,411
The Company’s impairment analysis as of December 31, 2020 and 2021, indicated that the carrying amount of the Company’s vessels, was recoverable, and therefore, the
Company concluded that no impairment charge was necessary.
18. Subsequent Events:
(a) On February 16, 2022, pursuant to the Company’s dividend policy, the Company’s Board of Directors declared a quarterly cash dividend of $2.00 per share payable
on or about March 15, 2022 to all shareholders of record as of March 2, 2022. The ex-dividend date is expected to be March 1, 2022.
(b) The Company’s vessels Star Pavlina, Star Helena and Star Laura are currently berthed in three different ports of Ukraine, evacuated from crew who have safely
exited Ukraine. 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. The Company has deployed security
personnel to board the vessels for protection until such time that other crew may board again and have the vessels sail away to safer seas. An estimate of any
potential impact cannot be made at this point of time, however the Company does not expect that, if any, to be material, given the fact that in addition to standard
industry vessel risk insurance, war risk insurance is in place for all three vessels and 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 and War loss of Hire for 180 days. Furthermore, the Company
believes that the vessels remain on hire and hire continues payable under the relevant charter party clauses.