Form 20-F ☒
|
Form 40-F ☐
|
· |
general dry bulk shipping market conditions, including fluctuations in charter hire rates and vessel values;
|
· |
the strength of world economies;
|
· |
the stability of Europe and the Euro;
|
· |
fluctuations in interest rates and foreign exchange rates;
|
· |
changes in demand in the dry bulk shipping industry, including the market for our vessels;
|
· |
changes in our operating expenses, including bunker prices, dry docking and insurance costs;
|
· |
changes in governmental rules and regulations or actions taken by regulatory authorities;
|
· |
potential liability from pending or future litigation;
|
· |
general domestic and international political conditions;
|
· |
potential disruption of shipping routes due to accidents or political events;
|
· |
the availability of financing and refinancing;
|
· |
our ability to meet requirements for additional capital and financing to grow our business;
|
· |
the impact of our indebtedness and the restrictions in our debt agreements;
|
· |
vessel breakdowns and instances of off-hire;
|
· |
risks associated with vessel construction;
|
· |
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;
|
· |
risks associated with the completion of acquisitions of vessels from Augustea Atlantica SpA, Oceanbulk Container Carriers LLC and Songa Bulk ASA; and
|
· |
the risk factors and other factors referred to in the Company’s reports filed with or furnished to the SEC.
|
COMPANY NAME
|
|||
By:
|
/s/ Simos Spyrou
|
||
Name:
|
Simos Spyrou
|
||
Title:
|
Co-Chief Financial Officer
|
Exhibit
Number
|
Description
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations and the unaudited interim condensed consolidated financial statements of the Company as of and for the three months ended March 31, 2017 and 2018.
|
Vessel Name
|
Vessel Type
|
Capacity
(dwt.)
|
Year Built
|
Date Delivered
to Star Bulk
|
|
1
|
Goliath
|
Newcastlemax
|
209,537
|
2015
|
July-15
|
2
|
Gargantua
|
Newcastlemax
|
209,529
|
2015
|
April-15
|
3
|
Star Poseidon
|
Newcastlemax
|
209,475
|
2016
|
February-16
|
4
|
Maharaj
|
Newcastlemax
|
209,472
|
2015
|
July-15
|
5
|
Star Leo (1)
|
Newcastlemax
|
207,939
|
2018
|
May-18
|
6
|
Star Ariadne (1)
|
Newcastlemax
|
207,812
|
2017
|
March-17
|
7
|
Star Eleni (1)
|
Newcastlemax
|
207,810
|
2018
|
January-18
|
8
|
Star Virgo (1)
|
Newcastlemax
|
207,810
|
2017
|
March-17
|
9
|
Star Libra (1)
|
Newcastlemax
|
207,765
|
2016
|
June-16
|
10
|
Star Marisa (1)
|
Newcastlemax
|
207,709
|
2016
|
March-16
|
11
|
Star Magnanimus (1)
|
Newcastlemax
|
207,465
|
2018
|
March-18
|
12
|
Leviathan
|
Capesize
|
182,511
|
2014
|
September-14
|
13
|
Peloreus
|
Capesize
|
182,496
|
2014
|
July-14
|
14
|
Star Martha
|
Capesize
|
180,274
|
2010
|
October-14
|
15
|
Star Pauline
|
Capesize
|
180,274
|
2008
|
December-14
|
16
|
Pantagruel
|
Capesize
|
180,181
|
2004
|
July-14
|
17
|
Star Borealis
|
Capesize
|
179,678
|
2011
|
September-11
|
18
|
Star Polaris
|
Capesize
|
179,600
|
2011
|
November-11
|
19
|
Star Angie
|
Capesize
|
177,931
|
2007
|
October-14
|
20
|
Big Fish
|
Capesize
|
177,662
|
2004
|
July-14
|
21
|
Kymopolia
|
Capesize
|
176,990
|
2006
|
July-14
|
22
|
Star Triumph
|
Capesize
|
176,343
|
2004
|
December-17
|
23
|
Big Bang
|
Capesize
|
174,109
|
2007
|
July-14
|
24
|
Star Aurora
|
Capesize
|
171,199
|
2000
|
September-10
|
25
|
Amami
|
Post Panamax
|
98,681
|
2011
|
July-14
|
26
|
Madredeus
|
Post Panamax
|
98,681
|
2011
|
July-14
|
27
|
Star Sirius
|
Post Panamax
|
98,681
|
2011
|
March-14
|
28
|
Star Vega
|
Post Panamax
|
98,681
|
2011
|
February-14
|
29
|
Star Angelina
|
Kamsarmax
|
82,981
|
2006
|
December-14
|
30
|
Star Gwyneth
|
Kamsarmax
|
82,790
|
2006
|
December-14
|
31
|
Star Kamila
|
Kamsarmax
|
82,769
|
2005
|
September-14
|
32
|
Pendulum
|
Kamsarmax
|
82,619
|
2006
|
July-14
|
33
|
Star Maria
|
Kamsarmax
|
82,598
|
2007
|
November-14
|
34
|
Star Markella
|
Kamsarmax
|
82,594
|
2007
|
September-14
|
35
|
Star Danai
|
Kamsarmax
|
82,574
|
2006
|
October-14
|
36
|
Star Georgia
|
Kamsarmax
|
82,298
|
2006
|
October-14
|
37
|
Star Sophia
|
Kamsarmax
|
82,269
|
2007
|
October-14
|
38
|
Star Mariella
|
Kamsarmax
|
82,266
|
2006
|
September-14
|
39
|
Star Moira
|
Kamsarmax
|
82,257
|
2006
|
November-14
|
40
|
Star Nina
|
Kamsarmax
|
82,224
|
2006
|
January-15
|
41
|
Star Renee
|
Kamsarmax
|
82,221
|
2006
|
December-14
|
42
|
Star Nasia
|
Kamsarmax
|
82,220
|
2006
|
August-14
|
43
|
Star Laura
|
Kamsarmax
|
82,209
|
2006
|
December-14
|
44
|
Star Jennifer
|
Kamsarmax
|
82,209
|
2006
|
April-15
|
45
|
Star Helena
|
Kamsarmax
|
82,187
|
2006
|
December-14
|
46
|
Star Charis
|
Kamsarmax
|
81,711
|
2013
|
March-17
|
47
|
Star Suzanna
|
Kamsarmax
|
81,711
|
2013
|
May-17
|
48
|
Mercurial Virgo
|
Kamsarmax
|
81,545
|
2013
|
July-14
|
49
|
Star Iris
|
Panamax
|
76,466
|
2004
|
September-14
|
50
|
Star Emily
|
Panamax
|
76,417
|
2004
|
September-14
|
51
|
Idee Fixe (1)
|
Ultramax
|
63,458
|
2015
|
March-15
|
52
|
Roberta (1)
|
Ultramax
|
63,426
|
2015
|
March-15
|
53
|
Laura (1)
|
Ultramax
|
63,399
|
2015
|
April-15
|
54
|
Kaley (1)
|
Ultramax
|
63,283
|
2015
|
June-15
|
55
|
Kennadi
|
Ultramax
|
63,262
|
2016
|
January-16
|
56
|
Mackenzie
|
Ultramax
|
63,226
|
2016
|
March-16
|
57
|
Star Challenger
|
Ultramax
|
61,462
|
2012
|
December-13
|
58
|
Star Fighter
|
Ultramax
|
61,455
|
2013
|
December-13
|
59
|
Star Lutas
|
Ultramax
|
61,347
|
2016
|
January-16
|
60
|
Honey Badger
|
Ultramax
|
61,320
|
2015
|
February-15
|
61
|
Wolverine
|
Ultramax
|
61,292
|
2015
|
February-15
|
62
|
Star Antares
|
Ultramax
|
61,258
|
2015
|
October-15
|
63
|
Star Acquarius
|
Ultramax
|
60,916
|
2015
|
July-15
|
64
|
Star Pisces
|
Ultramax
|
60,916
|
2015
|
August-15
|
65
|
Diva
|
Supramax
|
56,582
|
2011
|
July-17
|
66
|
Strange Attractor
|
Supramax
|
55,742
|
2006
|
July-14
|
67
|
Star Omicron
|
Supramax
|
53,489
|
2005
|
April-08
|
68
|
Star Gamma
|
Supramax
|
53,098
|
2002
|
January-08
|
69
|
Star Zeta
|
Supramax
|
52,994
|
2003
|
January-08
|
70
|
Star Delta
|
Supramax
|
52,434
|
2000
|
January-08
|
71
|
Star Theta
|
Supramax
|
52,425
|
2003
|
December-07
|
72
|
Star Epsilon
|
Supramax
|
52,402
|
2001
|
December-07
|
73
|
Star Cosmo
|
Supramax
|
52,247
|
2005
|
July-08
|
74
|
Star Kappa
|
Supramax
|
52,055
|
2001
|
December-07
|
Total dwt:
|
8,208,918
|
(1) |
Subject to a bareboat charter with purchase obligation at the expiration of the bareboat term.
|
Vessel Name
|
Vessel Type
|
Capacity
(dwt.)
|
Shipyard
|
Year Built
|
|
1
|
ABOY Sienna (1)
|
Newcastlemax
|
208,000
|
SWS
|
2017
|
2
|
ABOY Laetitia(1)
|
Newcastlemax
|
208,000
|
SWS
|
2017
|
3
|
ABOY Karlie(1)
|
Newcastlemax
|
208,000
|
SWS
|
2016
|
4
|
ABY Scarlett
|
Capesize
|
178,000
|
Jinhai
|
2014
|
5
|
ABYO Audrey
|
Capesize
|
175,125
|
New Times
|
2011
|
6
|
Paola
|
Mini-Capesize
|
115,259
|
NTS
|
2011
|
7
|
ABML Eva
|
Mini-Capesize
|
106,659
|
STX Dalian
|
2011
|
8
|
Piera
|
Post-Panamax
|
91,951
|
Sungdong
|
2010
|
9
|
Maria Laura Prima
|
Post Panamax
|
91,945
|
Sungdong
|
2010
|
10
|
Aphrodite
|
Post Panamax
|
91,827
|
Sungdong
|
2011
|
11
|
ABY Jeannette
|
Kamsarmax
|
83,000
|
STX
|
2014
|
12
|
ABY Asia(1)
|
Kamsarmax
|
82,000
|
Sanoyas
|
2017
|
13
|
Lydia Cafiero
|
Kamsarmax
|
81,187
|
JMU
|
2013
|
14
|
Nicole
|
Kamsarmax
|
81,120
|
JMU
|
2013
|
15
|
ABY Virginia
|
Kamsarmax
|
81,000
|
JMU
|
2015
|
16
|
ABY Monica
|
Ultramax
|
60,000
|
JMU
|
2015
|
Total dwt:
|
1,943,073
|
(1) |
Subject to a bareboat charter with purchase obligation at the expiration of the bareboat term.
|
Vessel Name
|
Vessel Type
|
Capacity
(dwt.)
|
Shipyard
|
Year Built
|
|
1
|
Songa Claudine
|
Capesize
|
181,258
|
STX SB (Jinhae)
|
2011
|
2
|
Songa Opus
|
Capesize
|
180,706
|
STX SB (Jinhae)
|
2010
|
3
|
Songa Mountain
|
Capesize
|
179,150
|
Hyundai HI (Ulsan)
|
2009
|
4
|
Songa Hirose
|
Kamsarmax
|
83,494
|
Sanoyas
|
2011
|
5
|
Songa Maru
|
Kamsarmax
|
82,687
|
Tsuneishi Zhoushan
|
2008
|
6
|
Songa Grain
|
Kamsarmax
|
82,672
|
Tsuneishi Zosen
|
2008
|
7
|
Songa Moon
|
Kamsarmax
|
82,158
|
Tsuneishi Zosen
|
2012
|
8
|
Songa Hadong
|
Kamsarmax
|
82,158
|
Tsuneishi Zosen
|
2012
|
9
|
Songa Devi
|
Kamsarmax
|
81,918
|
Tsuneishi Zosen
|
2014
|
10
|
Songa Delmar
|
Kamsarmax
|
81,501
|
Hyundai Samho HI
|
2011
|
11
|
Songa Sky
|
Kamsarmax
|
81,466
|
Sumitomo
|
2010
|
12
|
Songa Genesis
|
Kamsarmax
|
82,705
|
STX SB (Jinhae)
|
2010
|
13
|
Songa Flama
|
Kamsarmax
|
80,448
|
STX SB (Jinhae)
|
2011
|
14
|
Songa Wave
|
Ultramax
|
61,491
|
Dalian COSCO KHI
|
2017
|
15
|
Songa Glory
|
Supramax
|
58,680
|
Nantong COSCO KHI
|
2012
|
1,482,492
|
Vessel Name
|
Vessel Type
|
Capacity
(dwt.)
|
Shipyard
|
Expected delivery
date
|
|
1
|
HN 1388 (1)
|
Newcastlemax
|
208,000
|
SWS
|
Dec-18
|
2
|
HN 1389 (1)
|
Newcastlemax
|
208,000
|
SWS
|
Feb-19
|
3
|
HN 1390 (1)
|
Newcastlemax
|
208,000
|
SWS
|
Apr-19
|
624,000
|
(1) |
Subject to a bareboat charter with purchase obligation at the expiration of the bareboat term.
|
· |
a minimum percentage of aggregate vessel value to secured loans (the security cover ratio or “SCR”);
|
· |
a maximum ratio of total liabilities to market value adjusted total assets;
|
· |
a minimum EBITDA to interest coverage ratio;
|
· |
a minimum liquidity; and
|
· |
a minimum market value adjusted net worth.
|
Three-month period ended
March 31,
|
||||||||
(TCE rates expressed in U.S. Dollars)
|
2017
|
2018
|
||||||
Average number of vessels (1)
|
67.3
|
72.0
|
||||||
Number of vessels (2)
|
69
|
73
|
||||||
Average age of operational fleet (in years) (3)
|
7.6
|
8.2
|
||||||
Ownership days (4)
|
6,058
|
6,483
|
||||||
Available days (5)
|
6,009
|
6,483
|
||||||
Charter-in days (6)
|
90
|
928
|
||||||
Fleet utilization (7)
|
99.2
|
%
|
100.0
|
%
|
||||
Daily Time Charter Equivalent Rate (8)
|
$
|
8,156
|
$
|
12,586
|
(1) |
Average number of vessels is the number of vessels that constituted our owned fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our owned fleet during the period divided by the number of calendar days in that period.
|
(2) |
As of the last day of the periods reported.
|
(3) |
Average age of our operational fleet is calculated as of the end of each period.
|
(4) |
Ownership days are the total calendar days each vessel in the fleet was owned by us for the relevant period.
|
(5) |
Available days for the fleet are the Ownership days after subtracting off-hire days for major repairs, dry docking or special or intermediate surveys and lay-up days, if any.
|
(6) |
Charter-in days are the total days that we charter-in third-party vessels.
|
(7) |
Fleet utilization is calculated by dividing (x) Available days plus Charter-in days by (y) Ownership days plus Charter-in days for the relevant period.
|
(8) |
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 revenue performance of a vessel on a per voyage basis. Our method of calculating TCE rate is determined by dividing voyage revenues (net of voyage expenses and charter-in hire expense and amortization of fair value of above/below market acquired time charter agreements, if any) by Available days for the relevant time period. 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. We included TCE revenues, 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 in evaluating our financial performance. The above reported TCE rates for the first quarter of 2018, were calculated excluding Star Logistics that was recently formed, in October 2017. Until the volume of business and activity of Star Logistics is normalized, it is considered to be in a start-up phase and accordingly is excluded from monitoring of our on-going performance through the TCE rate. For the detail calculation please see the table below with the reconciliation of Voyage Revenues to TCE. Our calculation of TCE rate may not be comparable to that reported by other companies.
|
Three-month period ended
March 31,
|
||||||||
(In thousands of U.S. Dollars, except as otherwise stated)
|
2017
|
2018
|
||||||
Voyage revenues
|
$
|
64,866
|
$
|
97,955
|
||||
Less:
|
||||||||
Voyage expenses
|
(14,999
|
)
|
(16,358
|
)
|
||||
Charter-in hire expenses
|
(855
|
)
|
-
|
|||||
Time charter equivalent revenues
|
$
|
49,012
|
$
|
81,597
|
||||
Fleet Available days
|
6,009
|
6,483
|
||||||
Daily time charter equivalent (TCE) rate (in U.S. Dollars)
|
$
|
8,156
|
$
|
12,586
|
Consolidated Balance Sheets as of December 31, 2017 and March 31, 2018 (unaudited)
|
F-2
|
Unaudited Interim Condensed Consolidated Statements of Operations for the three-month periods ended March 31, 2017 and 2018
|
F-3
|
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income/(Loss) for the three-month periods ended March 31, 2017 and 2018
|
F-4
|
Unaudited Interim Condensed Consolidated Statement of Stockholders’ Equity for the three-month periods ended March 31, 2017 and 2018
|
F-5
|
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2017 and 2018
|
F-6
|
Notes to Unaudited Interim Condensed Consolidated Financial Statements
|
F-7
|
December 31, 2017
|
March 31, 2018
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
257,911
|
$
|
248,158
|
||||
Restricted cash, current (Note 7)
|
7,169
|
7,738
|
||||||
Trade accounts receivable
|
18,521
|
20,862
|
||||||
Inventories (Note 4)
|
19,345
|
19,145
|
||||||
Due from related parties (Note 3)
|
231
|
247
|
||||||
Prepaid expenses and other receivables
|
4,215
|
5,216
|
||||||
Derivative asset, current (Note 13)
|
77
|
128
|
||||||
Other current assets (Notes 2 and 6)
|
5,157
|
9,725
|
||||||
Total Current Assets
|
312,626
|
311,219
|
||||||
FIXED ASSETS
|
||||||||
Advances for vessels under construction and acquisition of vessels (Notes 5 and 6)
|
48,574
|
17,028
|
||||||
Vessels and other fixed assets, net (Note 5)
|
1,775,081
|
1,858,347
|
||||||
Total Fixed Assets
|
1,823,655
|
1,875,375
|
||||||
OTHER NON-CURRENT ASSETS
|
||||||||
Long term investment (Note 3)
|
1,063
|
1,069
|
||||||
Restricted cash, non-current (Note 7)
|
8,420
|
8,420
|
||||||
TOTAL ASSETS
|
$
|
2,145,764
|
$
|
2,196,083
|
||||
LIABILITIES & STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Current portion of long term debt (Note 7)
|
$
|
173,958
|
$
|
127,357
|
||||
Lease commitments short term (Notes 5 and 7)
|
15,348
|
20,168
|
||||||
Accounts payable
|
9,944
|
15,221
|
||||||
Due to managers
|
1,420
|
5,214
|
||||||
Due to related parties (Note 3)
|
229
|
170
|
||||||
Accrued liabilities
|
10,521
|
9,751
|
||||||
Derivative liability, current (Note 13)
|
625
|
971
|
||||||
Deferred revenue
|
7,229
|
8,385
|
||||||
Total Current Liabilities
|
219,274
|
187,237
|
||||||
NON-CURRENT LIABILITIES
|
||||||||
8.30% 2022 Notes, net of unamortized debt issuance costs of $2,000 and $1,899, respectively (Note 7)
|
48,000
|
48,101
|
||||||
Long term debt, net of current portion and unamortized debt issuance costs of $7,119 and $6,545, respectively (Note 7)
|
575,137
|
586,898
|
||||||
Lease commitments long term, net of unamortized debt issuance costs of $35 and $34, respectively (Notes 5 and 7)
|
214,741
|
275,835
|
||||||
Other non-current liabilities
|
560
|
623
|
||||||
TOTAL LIABILITIES
|
1,057,712
|
1,098,694
|
||||||
COMMITMENTS & CONTINGENCIES (Note 12)
|
||||||||
STOCKHOLDERS' EQUITY
|
||||||||
Preferred Stock; $0.01 par value, authorized 25,000,000 shares; none issued or outstanding at December 31, 2017 and March 31, 2018 (Note 8)
|
-
|
-
|
||||||
Common Stock, $0.01 par value, 300,000,000 shares authorized; 64,160,004 and 64,160,004 shares issued and outstanding at December 31, 2017 and March 31, 2018, respectively (Note 8)
|
642
|
642
|
||||||
Additional paid in capital
|
2,123,108
|
2,124,170
|
||||||
Accumulated other comprehensive income/(loss) (Note 13)
|
605
|
839
|
||||||
Accumulated deficit
|
(1,036,303
|
)
|
(1,028,262
|
)
|
||||
Total Stockholders' Equity
|
1,088,052
|
1,097,389
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
2,145,764
|
$
|
2,196,083
|
Three months ended March 31, | ||||||||
2017
|
2018
|
|||||||
Revenues:
|
||||||||
Voyage revenues
|
$
|
64,866
|
$
|
121,057
|
||||
64,866
|
121,057
|
|||||||
Expenses
|
||||||||
Voyage expenses
|
14,999
|
22,695
|
||||||
Charter-in hire expenses
|
855
|
16,470
|
||||||
Vessel operating expenses
|
24,415
|
26,273
|
||||||
Dry docking expenses
|
1,392
|
1,120
|
||||||
Depreciation
|
19,645
|
21,168
|
||||||
Management fees
|
1,814
|
1,930
|
||||||
General and administrative expenses
|
8,032
|
7,319
|
||||||
Other operational gain (Note 9)
|
(2,166
|
)
|
(5
|
)
|
||||
(Gain)/Loss on forward freight agreements and bunker swaps (Note 13)
|
797
|
812
|
||||||
(Gain)/Loss on sale of vessel ( Note 5)
|
369
|
-
|
||||||
70,152
|
97,782
|
|||||||
Operating income / (loss)
|
(5,286
|
)
|
23,275
|
|||||
Other Income/ (Expenses):
|
||||||||
Interest and finance costs (Note 7)
|
(11,141
|
)
|
(14,273
|
)
|
||||
Interest and other income/(loss)
|
620
|
893
|
||||||
Gain / (Loss) on derivative financial instruments, net (Note 13)
|
247
|
(1
|
)
|
|||||
Loss on debt extinguishment (Note 7)
|
(358
|
)
|
-
|
|||||
Total other expenses, net
|
(10,632
|
)
|
(13,381
|
)
|
||||
Income/(Loss) before equity in income of investee
|
(15,918
|
)
|
9,894
|
|||||
Equity in income of investee
|
33
|
6
|
||||||
Income / (loss) before taxes
|
$
|
(15,885
|
)
|
$
|
9,900
|
|||
Income taxes
|
(65
|
)
|
-
|
|||||
Net income/(loss)
|
(15,950
|
)
|
9,900
|
|||||
Earnings / (Loss) per share, basic
|
$
|
(0.26
|
)
|
$
|
0.15
|
|||
Earnings / (Loss) per share, diluted
|
(0.26
|
)
|
0.15
|
|||||
Weighted average number of shares outstanding, basic (Note 10)
|
61,027,878
|
64,107,324
|
||||||
Weighted average number of shares outstanding, diluted (Note 10)
|
61,027,878
|
64,303,356
|
Three months ended March 31,
|
||||||||
2017
|
2018
|
|||||||
Net income / (loss)
|
$
|
(15,950
|
)
|
$
|
9,900
|
|||
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 (Note 13)
|
28
|
97
|
||||||
Less:
|
||||||||
Reclassification adjustments of interest rate swap loss
|
249
|
137
|
||||||
Other comprehensive income / (loss)
|
277
|
234
|
||||||
Comprehensive income / (loss)
|
$
|
(15,673
|
)
|
$
|
10,134
|
Common Stock
|
||||||||||||||||||||||||
# of Shares
|
Par Value
|
Additional Paid-
in Capital
|
Accumulated Other
Comprehensive
income/(loss)
|
Accumulated
deficit
|
Total
Stockholders'
Equity
|
|||||||||||||||||||
BALANCE, January 1, 2017
|
56,628,907
|
$
|
566
|
$
|
2,063,490
|
$
|
(294
|
)
|
$
|
(1,026,532
|
)
|
$
|
1,037,230
|
|||||||||||
Net income / (loss)
|
-
|
-
|
-
|
-
|
(15,950
|
)
|
(15,950
|
)
|
||||||||||||||||
Other comprehensive income / (loss)
|
-
|
-
|
-
|
277
|
-
|
277
|
||||||||||||||||||
Issuance of vested and non-vested shares and amortization of stock-based compensation (Note 11)
|
474,600
|
5
|
2,645
|
-
|
-
|
2,650
|
||||||||||||||||||
Issuance of common stock, net of issuance costs (Note 8)
|
6,310,272
|
63
|
50,534
|
-
|
-
|
50,597
|
||||||||||||||||||
BALANCE, March 31, 2017
|
63,413,779
|
$
|
634
|
$
|
2,116,669
|
$
|
(17
|
)
|
$
|
(1,042,482
|
)
|
$
|
1,074,804
|
|||||||||||
BALANCE, January 1, 2018
|
64,160,004
|
$
|
642
|
$
|
2,123,108
|
$
|
605
|
$
|
(1,036,303
|
)
|
$
|
1,088,052
|
||||||||||||
Cumulative effect of accounting change (Note 2)
|
-
|
-
|
-
|
-
|
(1,859
|
)
|
(1,859
|
)
|
||||||||||||||||
Net income / (loss)
|
-
|
-
|
-
|
-
|
9,900
|
9,900
|
||||||||||||||||||
Other comprehensive income / (loss)
|
-
|
-
|
-
|
234
|
-
|
234
|
||||||||||||||||||
Amortization of stock-based compensation (Note 11)
|
-
|
-
|
1,062
|
-
|
-
|
1,062
|
||||||||||||||||||
BALANCE, March 31, 2018
|
64,160,004
|
$
|
642
|
$
|
2,124,170
|
$
|
839
|
$
|
(1,028,262
|
)
|
$
|
1,097,389
|
Three months ended March 31, | ||||||||
2017
|
2018
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net income / (loss)
|
$
|
(15,950
|
)
|
$
|
9,900
|
|||
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
|
||||||||
Depreciation
|
19,645
|
21,168
|
||||||
Amortization of debt issuance costs (Note 7)
|
641
|
676
|
||||||
Loss on debt extinguishment (Note 7)
|
358
|
-
|
||||||
Loss / (gain) on sale of vessels (Note 5)
|
369
|
-
|
||||||
Stock-based compensation (Note 11)
|
2,650
|
1,062
|
||||||
Non-cash effects of derivative financial instruments (Note 13)
|
(975
|
)
|
(388
|
)
|
||||
Change in fair value of forward freight derivatives (Note 13)
|
714
|
917
|
||||||
Other non-cash charges
|
21
|
63
|
||||||
Amortization of deferred gain (Note 5)
|
(18
|
)
|
-
|
|||||
Equity in income of investee
|
(33
|
)
|
(6
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
(Increase)/Decrease in:
|
||||||||
Trade accounts receivable
|
(2,122
|
)
|
(4,726
|
)
|
||||
Inventories
|
(519
|
)
|
200
|
|||||
Prepaid expenses and other current assets
|
(77
|
)
|
(4,236
|
)
|
||||
Due from related parties
|
690
|
(16
|
)
|
|||||
Due from managers
|
1,430
|
-
|
||||||
Increase/(Decrease) in:
|
||||||||
Accounts payable
|
(897
|
)
|
3,981
|
|||||
Due to related parties
|
(222
|
)
|
(59
|
)
|
||||
Accrued liabilities
|
(635
|
)
|
(767
|
)
|
||||
Due to managers
|
907
|
3,794
|
||||||
Deferred revenue
|
352
|
19
|
||||||
Net cash provided by / (used in) Operating Activities
|
6,329
|
31,582
|
||||||
Cash Flows from Investing Activities:
|
||||||||
Advances for vessels under construction and acquisition of vessels and other assets
|
(102,872
|
)
|
(71,317
|
)
|
||||
Cash proceeds from vessel sales (Note 5)
|
7,656
|
-
|
||||||
Hull and machinery insurance proceeds
|
-
|
51
|
||||||
Net cash provided by / (used in) Investing Activities
|
(95,216
|
)
|
(71,266
|
)
|
||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from bank loans and leases
|
79,937
|
69,984
|
||||||
Loan and lease prepayments and repayments
|
(2,982
|
)
|
(39,484
|
)
|
||||
Financing fees paid
|
(110
|
)
|
-
|
|||||
Proceeds from issuance of common stock
|
51,454
|
-
|
||||||
Offering expenses paid related to the issuance of common stock
|
(857
|
)
|
-
|
|||||
Net cash provided by / (used in) Financing Activities
|
127,442
|
30,500
|
||||||
Net increase/(decrease) in cash and cash equivalents and restricted cash
|
38,555
|
(9,184
|
)
|
|||||
Cash and cash equivalents and restricted cash at beginning of period
|
195,762
|
273,500
|
||||||
Cash and cash equivalents and restricted cash at end of period
|
$
|
234,317
|
$
|
264,316
|
||||
Cash paid during the period for:
|
||||||||
Interest
|
$
|
11,832
|
$
|
14,084
|
1. |
Basis of Presentation and General Information:
|
2.
|
Significant accounting policies and recent accounting pronouncements:
|
2. |
Significant accounting policies and recent accounting pronouncements - continued:
|
Three Months Ended
March 31, 2018
|
||||
Time charters
|
$
|
72,481
|
||
Voyage charters
|
46,381
|
|||
Pool revenues
|
2,195
|
|||
$
|
121,057
|
2.
|
Significant accounting policies and recent accounting pronouncements - continued:
|
As of March 31, 2018
|
||||||||||||
As Reported
|
Balances without
Adoption of ASC 606
|
Effect of
Change
|
||||||||||
Assets
|
||||||||||||
Trade accounts receivable
|
$
|
20,862
|
$
|
23,293
|
$
|
(2,431
|
)
|
|||||
Other current assets
|
9,725
|
6,195
|
3,530
|
|||||||||
Liabilities
|
||||||||||||
Deferred revenue
|
8,385
|
7,617
|
(768
|
)
|
||||||||
Accrued liabilities
|
9,751
|
9,760
|
9
|
For the three months ended March 31, 2018
|
||||||||||||
As Reported
|
Balances without
Adoption of ASC 606
|
Effect of
Change
|
||||||||||
Voyage revenues
|
$
|
121,057
|
$
|
120,730
|
$
|
327
|
||||||
Voyage expenses
|
22,695
|
23,652
|
957
|
|||||||||
Charter-in hire expenses
|
16,470
|
18,048
|
1,578
|
|||||||||
Net income/(loss)
|
9,900
|
7,038
|
2,862
|
|||||||||
Earnings/(Loss) per share, basic
|
$
|
0.15
|
$
|
0.11
|
$
|
0.04
|
||||||
Earnings/(Loss) per share, diluted
|
$
|
0.15
|
$
|
0.11
|
$
|
0.04
|
December 31, 2017
|
Effect of Adoption of
ASC 606
|
January 1,
2018
|
||||||||||
Assets
|
||||||||||||
Trade accounts receivable
|
$
|
18,521
|
$
|
(2,385
|
)
|
$
|
16,136
|
|||||
Other current assets
|
5,157
|
1,660
|
6,817
|
|||||||||
Liabilities
|
||||||||||||
Deferred revenue
|
7,229
|
(1,137
|
)
|
8,366
|
||||||||
Accrued liabilities
|
10,521
|
3
|
10,518
|
|||||||||
Stockholders' Equity
|
||||||||||||
Accumulated deficit
|
(1,036,303
|
)
|
(1,859
|
)
|
(1,038,162
|
)
|
2.
|
Significant accounting policies and recent accounting pronouncements - continued:
|
3. |
Transactions with Related Parties:
|
December 31, 2017
|
March 31, 2018
|
|||||||
Due from related parties
|
||||||||
Oceanbulk Maritime S.A. and its affiliates
|
$
|
107 |
$
|
139
|
||||
Sydelle Marine Limited
|
44
|
43
|
||||||
Starocean Manning Philippines Inc.
|
80 |
65
|
||||||
Due from related parties
|
$
|
231
|
$
|
247
|
||||
Due to related parties
|
||||||||
Management and Directors Fees
|
$
|
229
|
$
|
170
|
||||
Due to related parties
|
$
|
229
|
$
|
170
|
Three months ended March 31, | ||||||||
2017
|
2018
|
|||||||
Voyage expenses-Interchart
|
$
|
(825
|
)
|
(825
|
)
|
|||
Executive directors consultancy fees
|
(126
|
)
|
(126
|
)
|
||||
Non-executive directors compensation
|
(36
|
)
|
(36
|
)
|
||||
Office rent - Combine Marine Ltd. & Alma Properties
|
(9
|
)
|
(11
|
)
|
||||
Voyage revenues - profit sharing agreement-Sydelle Marine Limited
|
-
|
43
|
4. |
Inventories:
|
December 31,
2017
|
March 31,
2018
|
|||||||
Lubricants
|
$
|
7,604
|
$
|
8,130
|
||||
Bunkers
|
11,741
|
11,015
|
||||||
Total
|
$
|
19,345
|
$
|
19,145
|
5. |
Vessels and other fixed assets, net:
|
December 31,
2017
|
March 31,
2018
|
|||||||
Cost
|
||||||||
Vessels
|
$
|
2,184,841
|
$
|
2,289,274
|
||||
Other fixed assets
|
2,015
|
2,016
|
||||||
Total cost
|
2,186,856
|
2,291,290
|
||||||
Accumulated depreciation
|
(411,775
|
)
|
(432,943
|
)
|
||||
Vessels and other fixed assets, net
|
$
|
1,775,081
|
$
|
1,858,347
|
(i) |
On March 1, 2017 and March 28, 2017, the Company took delivery of the Newcastlemax vessels Star Virgo (ex-HN 1371) and Star Ariadne (ex-HN 1360), respectively, which as further described in the 2017 Annual Report, are financed under bareboat charters with CSSC (Hong Kong) Shipping Company Limited, or CSSC, and are accounted for as capital leases.
|
(ii) |
On March 2, 2017, the Company entered into definitive agreements to acquire two modern Kamsarmax dry bulk vessels, Star Charis and Star Suzanna, from a third party for $15,150 per vessel. Each of the vessels has a carrying capacity of 81,711 deadweight tons and was built with high specifications at Jiangsu New Yangzijiang in 2013. Star Charis was delivered to the Company on March 22, 2017, and Star Suzanna was delivered to the Company on May 15, 2017. An advance payment for Star Suzanna of $1,515 was paid prior to March 31, 2017. On June 23, 2017, the Company executed a new loan agreement with ABN AMRO Bank N.V. for an aggregate principal amount of $30,844, $16,000 of which was drawn in June 2017, in order to partially finance the two vessels.
|
5. |
Vessels and Other Fixed Assets, Net - continued:
|
Twelve month periods ending
|
Amount
|
|||
March 31, 2019
|
$
|
39,097
|
||
March 31, 2020
|
41,878
|
|||
March 31, 2021
|
41,429
|
|||
March 31, 2022
|
41,377
|
|||
March 31, 2023
|
57,466
|
|||
March 31, 2024 and thereafter
|
183,485
|
|||
Total capital lease minimum payments
|
$
|
404,732
|
||
Unamortized debt issuance costs
|
34
|
|||
Total lease commitments, net
|
$
|
404,698
|
||
Excluding bareboat interest
|
108,695
|
|||
Lease commitments – current portion
|
20,168
|
|||
Lease commitments – non-current portion
|
275,835
|
6. |
Advances for vessels under construction and acquisition of vessels:
|
December 31,
2017
|
March 31,
2018
|
|||||||
Pre-delivery yard installments and Fair value adjustment
|
$
|
30,402
|
$
|
13,325
|
||||
Bareboat capital leases – upfront hire & handling fees
|
10,460
|
-
|
||||||
Capitalized interest and finance costs
|
4,753
|
1,746
|
||||||
Other capitalized costs
|
2,959
|
1,901
|
||||||
Advances for secondhand vessels
|
-
|
56
|
||||||
Total
|
$
|
48,574
|
$
|
17,028
|
6. |
Advances for vessels under construction and acquisition of vessels - continued:
|
7. |
Long-term Debt:
|
· |
a minimum percentage of aggregate vessel value to secured loans (the security cover ratio or “SCR”);
|
· |
a maximum ratio of total liabilities to market value adjusted total assets;
|
· |
a minimum EBITDA to interest coverage ratio;
|
· |
a minimum liquidity; and
|
· |
a minimum market value adjusted net worth.
|
7. |
Long-term Debt - continued:
|
Twelve month periods ending
|
Amount
|
|||
March 31, 2019
|
$
|
127,357
|
||
March 31, 2020
|
131,771
|
|||
March 31, 2021
|
124,153
|
|||
March 31, 2022
|
62,736
|
|||
March 31, 2023
|
74,686
|
|||
March 31, 2024 and thereafter
|
200,097
|
|||
Total Long term debt
|
$
|
720,800
|
||
Unamortized debt issuance costs
|
6,545
|
|||
Total Long term debt, net
|
$
|
714,255
|
||
Current portion of long term debt
|
127,357
|
|||
Long term debt, net
|
586,898
|
7. |
Long-term Debt - continued:
|
Three months ended March 31, | ||||||||
2017
|
2018
|
|||||||
Interest on long term debt and capital leases
|
$
|
10,833
|
$
|
13,464
|
||||
Less: Interest capitalized
|
(706
|
)
|
(352
|
)
|
||||
Reclassification adjustments of interest rate swap loss transferred to Interest and finance costs from Other Comprehensive Income (Note 13)
|
249
|
137
|
||||||
Amortization of debt issuance costs
|
641
|
676
|
||||||
Other bank and finance charges
|
124
|
348
|
||||||
Interest and finance costs
|
$
|
11,141
|
$
|
14,273
|
8. |
Preferred and Common Shares and Additional Paid-in Capital:
|
9. |
Other operational gain:
|
10. |
Earnings / (Loss) per Share:
|
10.
|
Earnings / (Loss) per Share - continued:
|
Three months ended March 31, | ||||||||
2017
|
2018
|
|||||||
Income / (Loss) :
|
||||||||
Net income / (loss)
|
$
|
(15,950
|
)
|
$
|
9,900
|
|||
Basic earnings / (loss) per share:
|
||||||||
Weighted average common shares outstanding, basic
|
61,027,878
|
64,107,324
|
||||||
Basic earnings / (loss) per share
|
$
|
(0.26
|
)
|
$
|
0.15
|
|||
Effect of dilutive securities:
|
||||||||
Dillutive effect of non vested shares
|
-
|
196,032
|
||||||
Weighted average common shares outstanding, diluted
|
61,027,878
|
64,303,356
|
||||||
Diluted earnings / (loss) per share
|
$
|
(0.26
|
)
|
$
|
0.15
|
11. |
Equity Incentive Plans:
|
11. |
Equity Incentive Plans - continued:
|
Options
|
Number of
options
|
Weighted average
exercise price
|
Weighted Average
Grant Date Fair Value
|
|||||||||
Outstanding at January 1, 2017
|
104,250
|
$
|
27.5
|
$
|
7.0605
|
|||||||
Granted
|
-
|
-
|
-
|
|||||||||
Vested
|
-
|
-
|
-
|
|||||||||
Outstanding as of March 31, 2017
|
104,250
|
$
|
27.5
|
$
|
7.0605
|
Options
|
Number of
options
|
Weighted average
exercise price
|
Weighted Average
Grant Date Fair Value
|
|||||||||
Outstanding at January 1, 2018
|
104,250
|
$
|
27.5
|
$
|
7.0605
|
|||||||
Granted
|
-
|
-
|
-
|
|||||||||
Vested
|
-
|
-
|
-
|
|||||||||
Outstanding as of March 31, 2018
|
104,250
|
$
|
27.5
|
$
|
7.0605
|
Number of
shares
|
Weighted
Average
Grant
Date Fair
Value
|
|||||||
Unvested as at January 1, 2017
|
385,000
|
$
|
4.82
|
|||||
Granted
|
944,000
|
9.59
|
||||||
Vested
|
(305,000
|
)
|
4.94
|
|||||
Unvested as at March 31, 2017
|
1,024,000
|
$
|
9.18
|
|||||
Unvested as at January 1, 2018
|
280,000
|
$
|
8.09
|
|||||
Granted
|
396,500
|
12.36
|
||||||
Vested
|
(80,000
|
)
|
4.35
|
|||||
Unvested as at March 31, 2018
|
596,500
|
$
|
11.43
|
12. |
Commitments and Contingencies:
|
a) |
Commitments
|
Twelve month periods ending March 31,
|
||||||||||||||||||||||||||||
+ inflows/ - outflows
|
Total
|
2019
|
2020
|
2021
|
2022
|
2023
|
2024 and
thereafter
|
|||||||||||||||||||||
Future, minimum, non-cancellable charter revenue (1)
|
$
|
77,624
|
$
|
77,624
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||
Future, minimum, charter-in hire payments (2)
|
(7,849
|
)
|
(7,849
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
Vessel upgrades (3)
|
(23,071
|
)
|
(23,071
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
Bareboat commitments charter hire (4)
|
(43,660
|
)
|
(3,367
|
)
|
(3,634
|
)
|
(3,592
|
)
|
(3,548
|
)
|
(3,502
|
)
|
(26,017
|
)
|
||||||||||||||
Total
|
$
|
3,044
|
$
|
43,337
|
$
|
(3,634
|
)
|
$
|
(3,592
|
)
|
$
|
(3,548
|
)
|
$
|
(3,502
|
)
|
$
|
(26,017
|
)
|
(1) |
The amounts represent the minimum contractual charter revenues to be generated from the existing, as of March 31, 2018, non-cancellable time and freight charter agreements, of $61,559 and $16,065 respectively, until their expiration, net of address commissions, assuming no off-hire days other than those related to scheduled interim and special surveys of the vessels.
|
(2) |
The amounts represent the Company’s commitments under the existing, as of March 31, 2018, charter-in arrangements (including non-cancellable time and freight charter agreements, of $6,126 and $1,723 respectively) for third party vessels.
|
(3) |
During the three month period ended March 31, 2018 the Company entered into commitments for vessel upgrades, the remaining amount of which is presented in the table above for which the Company has secured partial financing.
|
(4) |
The amounts represent the Company’s commitments under the bareboat lease arrangements representing the charter hire for the HN1343 (Star Leo) that, as of March 31, 2018, was under construction. The bareboat charter hire is comprised of fixed and variable portion, the variable portion is calculated based on the 3-month LIBOR of 2.31175% as March 31, 2018 (please refer to Note 6).
|
b) |
Legal proceedings
|
13. |
Fair value measurements:
|
Counterparty
|
Designed as
accounting hedge |
Inception
|
Expiry
|
Fixed Rate
|
Notional amount
March 31, 2018 |
||||||||
Goldman Sachs
|
No
|
October 1, 2014
|
April 1, 2018
|
1.7925
|
%
|
90,721
|
|||||||
Goldman Sachs
|
No
|
October 1, 2014
|
April 1, 2018
|
1.8075
|
%
|
90,721
|
|||||||
Goldman Sachs
|
No
|
October 1, 2014
|
April 1, 2018
|
2.0675
|
%
|
36,288
|
|||||||
Goldman Sachs
|
No
|
October 1, 2014
|
April 1, 2018
|
1.8450
|
%
|
90,721
|
|||||||
Goldman Sachs
|
No
|
October 1, 2014
|
April 1, 2018
|
1.8025
|
%
|
54,432
|
|||||||
HSH - Star Challenger
|
Yes
|
September 30, 2014
|
September 28, 2018
|
1.7650
|
%
|
6,250
|
|||||||
HSH - Star Fighter
|
Yes
|
September 30, 2014
|
September 28, 2018
|
1.7650
|
%
|
6,416
|
|||||||
Credit Agricole - Star Borealis
|
Yes
|
November 10, 2014
|
August 9, 2018
|
1.7200
|
%
|
20,529
|
|||||||
Credit Agricole - Star Polaris
|
Yes
|
August 11, 2014
|
November 9, 2018
|
1.7050
|
%
|
21,633
|
|||||||
Total
|
$
|
417,711
|
13. |
Fair value measurements - continued:
|
Three months ended March 31, | ||||||||
2017
|
2018
|
|||||||
Consolidated Statement of Operations
|
||||||||
Gain/(loss) on derivative financial instruments, net
|
||||||||
Unrealized gain/(loss) from the Goldman Sachs Swaps after de-designation of accounting hedging relationship (April 1, 2015)
|
$
|
1,098
|
$
|
137
|
||||
Realized gain/(loss) from the Goldman Sachs Swaps after de-designation of accounting hedging relationship (April 1, 2015)
|
(851
|
)
|
(138
|
)
|
||||
Total Gain/(loss) on derivative financial instruments, net
|
$
|
247
|
$
|
(1
|
)
|
|||
Interest and finance costs
|
||||||||
Reclassification adjustments of interest rate swap loss transferred to Interest and finance costs from Other comprehensive income/(loss) (Note 7)
|
(249
|
)
|
(137
|
)
|
||||
Total Gain/(loss) recognized
|
$
|
(249
|
)
|
$
|
(137
|
)
|
||
Gain/(loss) on forward freight agreements and bunker swaps
|
||||||||
Realized gain/(loss) on bunker swaps
|
(83
|
)
|
80
|
|||||
Realized gain/(loss) on forward freight agreements
|
- |
25
|
||||||
Unrealized gain/(loss) on forward freight agreements
|
(714
|
)
|
(691
|
)
|
||||
Unrealized gain/(loss) on bunker swaps
|
-
|
(226
|
)
|
|||||
Total Gain/(loss) recognized
|
$
|
(797
|
)
|
$
|
(812
|
)
|
13. |
Fair value measurements - continued:
|
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
|
Significant Other Observable Inputs (Level 2)
|
||||||||||||||||
December 31, 2017
|
March 31, 2018
|
|||||||||||||||
(not designated as
cash flow hedges)
|
(designated as
cash flow hedges)
|
(not designated as
cash flow hedges)
|
(designated as
cash flow hedges)
|
|||||||||||||
ASSETS
|
||||||||||||||||
Forward freight agreements - asset position
|
$
|
17
|
-
|
$
|
-
|
-
|
||||||||||
Bunker swaps - asset position
|
60
|
-
|
-
|
-
|
||||||||||||
Interest rate swaps - asset position
|
-
|
-
|
-
|
128
|
||||||||||||
Total
|
$
|
77
|
-
|
$
|
-
|
128
|
||||||||||
LIABILITIES
|
||||||||||||||||
Forward freight agreements - liability position
|
$
|
-
|
-
|
675
|
-
|
|||||||||||
Bunker swaps - liability position
|
-
|
-
|
166
|
-
|
||||||||||||
Interest rate swaps - liability position
|
609
|
16
|
130
|
-
|
||||||||||||
Total
|
$
|
609
|
16
|
971
|
-
|
14.
|
Subsequent Events:
|
a)
|
Vessel Deliveries and Acquisitions
|
i) |
On April 20, 2018, the Company entered into a definitive agreement to acquire 16 vessels (the “Augustea Vessels”) with an aggregate capacity of 1.94 million dwt from entities affiliated with Augustea Atlantica SpA and York Capital Management in an all-share transaction (the “Augustea Vessel Acquisition”). As consideration for the Augustea Vessel Acquisition, the Company has agreed to issue approximately 10.5 million common shares to the sellers of the Augustea Vessels. Under the terms of the agreement governing the Augustea Vessel Acquisition, the consideration was determined based on the average vessel valuations by independent vessel appraisers and is subject to adjustments for cash, debt and capital expenditures on the closing date. As part of the transaction, the Company will assume debt of $310.0 million. An entity affiliated with family members of the Company’s CEO, Mr. Petros Pappas, is a passive minority investor in three of the Augustea Vessels. The Augustea Vessel Acquisition was approved by the disinterested members of the Board of Directors of the Company. The Augustea Vessel Acquisition, which is expected to be completed in the third quarter of 2018, remains subject to the execution of definitive financing agreements and customary closing conditions. The Augustea Vessel Acquisition will be accounted for as an asset acquisition. Upon completion of the Augustea Vessel Acquisition, Mr. Raffaele Zagari will be appointed to the Board of Directors of Star Bulk. The technical management of the 16 vessels will remain with an entity affiliated with Augustea Atlantica SpA, while commercial management will be taken over by the Company.
|
ii) |
On May 14, 2018, the Company took delivery of the Newcastlemax vessel Star Leo (ex- HN 1343) with carrying capacity of 207,939 deadweight tons, built at SWS. The vessel is partially financed under a bareboat charter in the amount of $30.0 million.
|
iii) |
On May 14, 2018, the Company entered into a definitive agreement with Oceanbulk Container Carriers LLC (“OCC”), an entity affiliated with Oaktree Capital Management L.P. and with family members of its CEO, Mr. Petros Pappas, (the “OCC Vessel Acquisition”) pursuant to which the Company will acquire three Newcastlemax vessels (the “OCC Vessels”) with an aggregate capacity of 0.62 million dwt for an aggregate of 3.39 million common shares of Star Bulk subject to adjustments for cash, debt and capital expenditures on the closing date. CSSC (Hong Kong) Shipping Company Limited has agreed to provide a ten-year capital lease of $104.4 million to finance the remaining $103.8 million capital expenditures of the OCC Vessels. The OCC Vessel Acquisition was approved by the disinterested members of the Board of Directors of the Company. The OCC Vessel Acquisition is expected to be completed in the second quarter of 2018. The OCC Vessel Acquisition will be accounted for as an asset acquisition.
|
iv) |
On May 14, 2018 the Company entered into a definitive agreement with Songa Bulk ASA (“Songa”) pursuant to which the Company will acquire 15 operating vessels with an aggregate capacity of 1.48 million dwt (the “Songa Vessels”) for an aggregate of 13.725 million common shares of the Company and $145.0 million in cash (the “Songa Vessel Acquisition”). The cash portion of the consideration will be financed through proceeds of a new five‐ year capital lease of $180.0 million with China Merchants Bank Leasing with a margin of 280 basis points, thus offering approximately $35.0 million of additional liquidity for the Company for working capital purposes. On June 5, 2018 the shareholders of Songa approved the transaction. The Songa Vessel Acquisition remains subject to customary closing conditions, including the approval by the stock exchange Oslo Børs of the secondary listing for the Company’s common shares, and is expected to be consummated in the third quarter of 2018. The OCC Vessel Acquisition will be accounted for as an asset acquisition. Companies controlled by Messrs. Arne Blystad, Magnus Roth and Herman Billung, represent approximately 29% of the outstanding shares of Songa. Upon completion of the Songa Vessel Acquisition, Mr. Arne Blystad will be appointed to the Board of Directors of the Company and Mr. Herman Billung will join the management team of the Company.
|
14. |
Subsequent Events - continued:
|
b) |
Financing Activities
|
i) |
On April 19, 2018, the Company entered into a loan agreement with the National Bank of Greece for the refinancing of the Commerzbank $120,000 Facility (as defined in 2017 Annual Report). On May 3, 2018 the Company drew $30,000 under the new facility (the “NBG $30,000 Facility”), which was used with cash on hand to fully repay the $34,726 outstanding under the Commerzbank $120,000 Facility. Upon refinance of the existing facility, unamortized debt issuance costs related to the Commerzbank $120,000 Facility were written off. The NBG $30,000 Facility is secured by a first priority mortgage on the vessels previously pledged under Commerzbank $120,000 Facility (Star Aurora, Star Gamma, Star Delta, Star Epsilon, Star Theta and Star Iris). The NBG $30,000 Facility matures on December 31, 2022 and is repayable in 19 equal quarterly installments of $950, commencing in August 2018, and a final balloon payment of $11,950, payable together with the last installment.
|
ii) |
In April 2018, the Company entered into a committed term-sheet with DNB Bank ASA, or the “DNB $310,000 Facility”, for approximately $310,000, a tranche of $240,000 of which will be used to refinance all amounts outstanding under the ABN $87,458 Facility, the DNB-SEB-CEXIM $227,500 Facility, the DNB $120,000 Facility, the Deutsche Bank AG $39,000 Facility and the ABN AMRO Bank N.V. $30,844 Facility, respectively. The loan will be secured by a first priority mortgage on the vessels previously pledged under the refinanced facilities. The drawdown of the tranche of $240.0 million is expected to be consummated in the third quarter of 2018 and will be repayable in 20 equal quarterly installments of $8,696 and a balloon payment along with the last installment in an amount of $66,087. The tranche of $70,000 which is intended to be used for working capital purposes, will be repayable in 12 quarterly installments, each being equal to 5.55% of that tranche and the remaining balance will be repaid in the form of a balloon installment at the final repayment date. Upon refinance of the existing facilities, any unamortized debt issuance costs related to these facilities will be written off. The completion of the transaction is subject to the execution of customary definitive documentation.
|
iii) |
In April 2018, the Company entered into a committed term-sheet with ING Bank N.V., London Branch, or the “ING $45,000 Facility”, for a loan of $45,000 to refinance all amounts outstanding under the Deutsche Bank $85,000 Facility. The drawdown of the facility is expected to be consummated in the third quarter of 2018 and will be repayable in 28 equal quarterly installments of $937.5 and a balloon payment along with the last installment in an amount of $18,750. The facility will be secured by a first priority mortgage on the vessels previously pledged under the refinanced Deutsche Bank $85,000 Facility. Upon refinance of the existing facility, any unamortized debt issuance costs related to the Deutsche Bank $85,000 Facility will be written off. The completion of the transaction is subject to the execution of customary definitive documentation.
|
iv) |
In April 2018, the Company entered into a committed term-sheet with Citibank N.A., London Branch, or the “Citi $130,000 Facility”, for $130,000 to refinance in full the approximately $65,200 outstanding under the Citi Facility and provide approximately $64,800 to refinance the existing indebtedness of 5 of the Augustea Vessels. The total loan amount is expected to be drawn in the third quarter of 2018 and will be repayable in 20 equal quarterly installments of $3,650 each, and a balloon payment along with the last installment in an amount of $57,000. Upon refinance of the existing facility, any unamortized debt issuance costs related to the Citi Facility will be written off. The Citi $130,000 Facility will be secured by a first priority mortgage on the vessels previously pledged under the refinanced Citi Facility and the 5 applicable Augustea Vessels. The completion of the transaction is subject to the execution of customary definitive documentation.
|
v) |
On May 17, 2018, the Company paid an aggregate amount of $30,000 in total to all parties under Supplemental Agreements which consisted of i) an amount of $25,932 representing the excess cash for the quarter ended March 31, 2018, pursuant to the cash sweep mechanism in the Supplemental Agreements, and ii) an additional amount of $4,068 paid to the parties under the Supplemental Agreements due to the improved market conditions.
|
vi) |
In May 2018, the Company entered into a committed term-sheet with Credit Agricole Corporate and Investment Bank, or the “Credit Agricole $43,000 Facility”, for a loan of $43,000 to refinance all outstanding amounts under the Credit Agricole $70,000 Facility, that is expected to be drawn in the third quarter of 2018. The facility will be secured by the two vessels previously securing the Credit Agricole $70,000 Facility and will be available in two tranches, each being repayable in 20 equal quarterly installments of $625 and a balloon payment along with the last installment in an amount of $9,000. Upon refinance of the existing facility, any unamortized debt issuance costs related to the Credit Agricole $70,000 Facility will be written off. The completion of the transaction is subject to the execution of customary definitive documentation.
|