☐ |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Title of each class
|
Name of exchange on which registered
|
|
Common Shares, par value $0.01 per share
8.30% Senior Notes due 2022
|
Nasdaq Global Select Market
Nasdaq Global Select Market
|
Large accelerated filer
☐
|
Accelerated filer
☒
|
Non-accelerated filer
☐
|
·
|
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; and
|
·
|
other important factors described in “Risk Factors.”
|
Page
|
|||
PART I.
|
1
|
||
Item 1.
|
Identity of Directors, Senior Management and Advisers
|
1
|
|
Item 2.
|
Offer Statistics and Expected Timetable
|
1
|
|
Item 3.
|
Key Information
|
1
|
|
Item 4.
|
Information on the Company
|
34
|
|
Item 4A.
|
Unresolved Staff Comments
|
55
|
|
Item 5.
|
Operating and Financial Review and Prospects
|
55
|
|
Item 6.
|
Directors, Senior Management and Employees
|
86
|
|
Item 7.
|
Major Shareholders and Related Party Transactions
|
92
|
|
Item 8.
|
Financial Information
|
107
|
|
Item 9.
|
The Offer and Listing
|
108
|
|
Item 10.
|
Additional Information
|
109
|
|
Item 11.
|
Quantitative and Qualitative Disclosures about Market Risk
|
121
|
|
Item 12.
|
Description of Securities Other than Equity Securities
|
124
|
|
PART II.
|
125
|
||
Item 13.
|
Defaults, Dividend Arrearages and Delinquencies
|
125
|
|
Item 14.
|
Material Modifications to the Rights of Security Holders and Use of Proceeds
|
125
|
|
Item 15.
|
Controls and Procedures
|
125
|
|
Item 16A.
|
Audit Committee Financial Expert
|
126
|
|
Item 16B.
|
Code of Ethics
|
126
|
|
Item 16C.
|
Principal Accountant Fees and Services
|
126
|
|
Item 16D.
|
Exemptions from the Listing Standards for Audit Committees
|
127
|
|
Item 16E.
|
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|
127
|
|
Item 16F.
|
Change in Registrants Certifying Accountant
|
127
|
|
Item 16G.
|
Corporate Governance
|
127
|
|
Item 16H.
|
Mine Safety Disclosure
|
128
|
|
PART III.
|
129
|
||
Item 17.
|
Financial Statements
|
129
|
|
Item 18.
|
Financial Statements
|
129
|
|
Item 19.
|
Exhibits
|
129
|
Item 1. |
Identity of Directors, Senior Management and Advisers
|
Item 2. |
Offer Statistics and Expected Timetable
|
Item 3. |
Key Information
|
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.
|
A. |
Selected Consolidated Financial Data
|
2013
|
2014
|
2015
|
2016
|
2017
|
||||||||||||||||
Voyage revenues
|
68,296
|
145,041
|
234,035
|
221,987
|
331,976
|
|||||||||||||||
Management fee income
|
1,598
|
2,346
|
251
|
119
|
-
|
|||||||||||||||
69,894
|
147,387
|
234,286
|
222,106
|
331,976
|
||||||||||||||||
Voyage expenses
|
7,549
|
42,341
|
72,877
|
65,821
|
64,682
|
|||||||||||||||
Charter-in hire expenses
|
-
|
-
|
1,025
|
3,550
|
5,325
|
|||||||||||||||
Vessel operating expenses
|
27,087
|
53,096
|
112,796
|
98,830
|
101,428
|
|||||||||||||||
Dry docking expenses
|
3,519
|
5,363
|
14,950
|
6,023
|
4,262
|
|||||||||||||||
Depreciation
|
16,061
|
37,150
|
82,070
|
81,935
|
82,623
|
|||||||||||||||
Management fees
|
-
|
158
|
8,436
|
7,604
|
7,543
|
|||||||||||||||
General and administrative expenses
|
9,910
|
32,723
|
23,621
|
24,602
|
30,955
|
|||||||||||||||
Bad debt expense
|
-
|
215
|
-
|
-
|
-
|
|||||||||||||||
(Gain)/ Loss on forward freight agreements) and bunker swaps
|
-
|
-
|
-
|
(411
|
)
|
841
|
||||||||||||||
Impairment loss
|
-
|
-
|
321,978
|
29,221
|
-
|
|||||||||||||||
Loss on time charter agreement termination
|
-
|
-
|
2,114
|
-
|
-
|
|||||||||||||||
Other operational loss
|
1,125
|
94
|
-
|
503
|
989
|
|||||||||||||||
Other operational gain
|
(3,787
|
)
|
(10,003
|
)
|
(592
|
)
|
(1,565
|
)
|
(2,918
|
)
|
||||||||||
Loss on sale of vessel
|
87
|
-
|
20,585
|
15,248
|
(2,598
|
)
|
||||||||||||||
Gain from bargain purchase
|
-
|
(12,318
|
)
|
-
|
-
|
-
|
||||||||||||||
61,551
|
148,819
|
659,860
|
331,361
|
293,132
|
||||||||||||||||
Operating income / (loss)
|
8,343
|
(1,432
|
)
|
(425,574
|
)
|
(109,255
|
)
|
38,844
|
||||||||||||
Interest and finance costs
|
(6,814
|
)
|
(9,575
|
)
|
(29,661
|
)
|
(41,217
|
)
|
(50,458
|
)
|
||||||||||
Interest and other income
|
230
|
629
|
1,090
|
876
|
2,997
|
|||||||||||||||
(Loss) / gain on derivative instruments, net
|
91
|
(799
|
)
|
(3,268
|
)
|
(2,116
|
)
|
246
|
||||||||||||
Loss on debt extinguishment
|
-
|
(652
|
)
|
(974
|
)
|
(2,375
|
)
|
(1,257
|
)
|
|||||||||||
Total other expenses, net
|
(6,493
|
)
|
(10,397
|
)
|
(32,813
|
)
|
(44,832
|
)
|
(48,472
|
)
|
||||||||||
Income/ (Loss) Before Equity in Income of Investee
|
1,850
|
(11,829
|
)
|
(458,387
|
)
|
(154,087
|
)
|
(9,628
|
)
|
|||||||||||
Equity in income of investee
|
-
|
106
|
210
|
126
|
93
|
|||||||||||||||
Income / (Loss) before taxes
|
1,850
|
(11,723
|
)
|
(458,177
|
)
|
(153,961
|
)
|
(9,535
|
)
|
|||||||||||
Income taxes
|
-
|
-
|
-
|
(267
|
)
|
(236
|
)
|
|||||||||||||
Net income / (loss)
|
1,850
|
(11,723
|
)
|
(458,177
|
)
|
(154,228
|
)
|
(9,771
|
)
|
|||||||||||
Earnings / (loss) per share, basic
|
0.66
|
(1.00
|
)
|
(11.71
|
)
|
(3.24
|
)
|
(0.16
|
)
|
|||||||||||
Earnings / (loss) per share, diluted
|
0.66
|
(1.00
|
)
|
(11.71
|
)
|
(3.24
|
)
|
(0.16
|
)
|
|||||||||||
Weighted average number of shares outstanding, basic
|
2,810,269
|
11,688,239
|
39,124,673
|
47,574,454
|
63,034,394
|
|||||||||||||||
Weighted average number of shares outstanding, diluted
|
2,823,278
|
11,688,239
|
39,124,673
|
47,574,454
|
63,034,394
|
2013
|
2014
|
2015
|
2016
|
2017
|
||||||||||||||||
Cash and cash equivalents
|
53,548
|
86,000
|
208,056
|
181,758
|
257,911
|
|||||||||||||||
Advances for vessels under construction and vessel acquisition
|
67,932
|
454,612
|
127,910
|
64,570
|
48,574
|
|||||||||||||||
Vessels and other fixed assets, net
|
326,674
|
1,441,851
|
1,757,552
|
1,707,209
|
1,775,081
|
|||||||||||||||
Total assets
|
466,974
|
2,054,055
|
2,148,846
|
2,011,702
|
2,145,764
|
|||||||||||||||
Current liabilities, including current portion of long-term debt, short term lease commitments and Excel Vessel Bridge Facility
|
29,734
|
140,198
|
131,631
|
6,235
|
189,306
|
|||||||||||||||
Total long-term debt including long term lease commitments and Excel Vessel Bridge Facility, excluding current portion, net of unamortized deferred finance fees
|
170,934
|
709,389
|
795,267
|
896,332
|
789,878
|
|||||||||||||||
8.00% Senior Notes due 2019 Notes and 8.30% Senior Notes due 2022 Notes, net of unamortized deferred finance fees
(8)
|
-
|
47,890
|
48,323
|
48,757
|
48,000
|
|||||||||||||||
Common stock
|
58
|
218
|
438
|
566
|
642
|
|||||||||||||||
Stockholders
’
equity
|
266,106
|
1,154,302
|
1,135,358
|
1,037,230
|
1,088,052
|
|||||||||||||||
Total liabilities and stockholders
’
equity
|
466,974
|
2,054,055
|
2,148,846
|
2,011,702
|
2,145,764
|
|||||||||||||||
OTHER FINANCIAL DATA
|
||||||||||||||||||||
Net cash provided by/(used in) operating activities
|
27,495
|
12,819
|
(14,578
|
)
|
(33,448
|
)
|
80,970
|
|||||||||||||
Net cash provided by/(used in) investing activities
|
(107,618
|
)
|
(437,075
|
)
|
(397,533
|
)
|
(13,216
|
)
|
(126,852
|
)
|
||||||||||
Net cash provided by/(used in) financing activities
|
111,971
|
456,708
|
534,167
|
20,366
|
122,035
|
|||||||||||||||
FLEET DATA
|
||||||||||||||||||||
Average number of vessels
(1)
|
13.34
|
28.88
|
69.06
|
69.77
|
69.55
|
|||||||||||||||
Total ownership days for fleet
(2)
|
4,868
|
10,541
|
25,206
|
25,534
|
25,387
|
|||||||||||||||
Total available days for fleet
(3)
|
4,763
|
10,413
|
24,096
|
24,623
|
25,272
|
|||||||||||||||
Charter-in days for fleet
(4)
|
-
|
-
|
108
|
366
|
428
|
|||||||||||||||
Fleet utilization
(5)
|
98
|
%
|
99
|
%
|
96
|
%
|
96
|
%
|
100
|
%
|
||||||||||
AVERAGE DAILY RESULTS (In U.S. Dollars)
|
||||||||||||||||||||
Time charter equivalent
(6)
|
14,088
|
10,450
|
7,042
|
6,208
|
10,393
|
|||||||||||||||
Vessel operating expenses
(7)
|
5,564
|
5,037
|
4,475
|
3,871
|
3,995
|
(1) |
Average number of vessels is the number of vessels that constituted our operating fleet for the relevant period, as measured by the sum of the number of days each operating vessel was a part of our operating fleet during the period divided by the number of calendar days in that period.
|
(2) |
Ownership days are the total calendar days each vessel in the fleet was owned by us for the relevant period.
|
(3) |
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.
|
(4) |
Charter-in days are the total days that we charter-in third-party vessels.
|
(5) |
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.
|
(6) |
Time charter equivalent rate (the “TCE rate”) represents the weighted average daily TCE rate of our entire fleet. 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, charter-in hire expenses and amortization of fair value of above/below market acquired time charter agreements) 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. Charter-in hire expenses related to hire paid to charter-in third party vessels either under time charters or voyage charters. 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 and bareboat charters) under 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 rate for the year ended December 31, 2017, calculated excluding Star Logistics that was recently formed as further discussed elsewhere herein. Our calculation of TCE rate may not be comparable to that reported by other companies. For further information concerning our calculation of TCE rate and of reconciliation of TCE rate to voyage revenue, please see “Item 5. Operating and Financial Review and Prospects - A. Operating Results.”
|
(7) |
Average daily operating expenses per vessel are calculated by dividing vessel operating expenses by Ownership days.
|
(8) |
On November 6, 2014, we issued $50.0 million aggregate principal amount of 8.00% Senior Notes due 2019 (the “2019 Notes”). The net proceeds were $48.4 million. 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 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.
|
B. |
Capitalization and Indebtedness
|
C. |
Reasons for the Offer and Use of Proceeds
|
D. |
Risk factors
|
·
|
supply of and demand for energy resources, commodities, consumer and industrial products;
|
·
|
changes in the exploration or production of energy resources, commodities, consumer and industrial products;
|
·
|
the location of regional and global exploration, production and manufacturing facilities;
|
·
|
the location of consuming regions for energy resources, commodities, consumer and industrial products;
|
·
|
the globalization of production and manufacturing;
|
·
|
global and regional economic and political conditions, including armed conflicts and terrorist activities, embargoes and strikes;
|
·
|
natural disasters;
|
·
|
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 regulatory developments;
|
·
|
currency exchange rates; and
|
·
|
weather.
|
·
|
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;
|
·
|
the scrapping rate of vessels;
|
·
|
speed of vessel operation;
|
·
|
vessel casualties;
|
·
|
the 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;
|
·
|
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.
|
·
|
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.
|
·
|
prevailing level of charter hire 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.
|
·
|
pay dividends if there is an event of default under our credit facilities or if the Deferred Amounts have not been repaid in full;
|
·
|
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.
|
·
|
a minimum percentage of aggregate vessel value to secured loans (the “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.
|
·
|
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 additional new markets;
|
·
|
enhance our customer base; and
|
·
|
improve our operating, financial and accounting systems and controls.
|
·
|
the possibility that we may not receive a favorable return on our investment or incur losses from our investment, 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 the 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.
|
·
|
more than a majority of our executive officers and directors are U.S. citizens or residents;
|
·
|
more than 50% of our assets are located in the U.S.; or
|
·
|
our business is administered principally in the U.S.
|
·
|
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.
|
·
|
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 the outstanding shares of our 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.
|
Item 4. |
Information on the Company
|
A. |
History and Development of the Company
|
B. |
Business overview
|
|
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 Ariadne (1)
|
|
Newcastlemax
|
|
207,812
|
|
2017
|
|
March-17
|
|
6
|
Star Eleni (1)
|
Newcastlemax
|
207,810
|
2018
|
January-18
|
|||||
7
|
Star Virgo (1)
|
|
Newcastlemax
|
|
207,810
|
|
2017
|
|
March-17
|
|
8
|
Star Libra (1)
|
Newcastlemax
|
207,765
|
2016
|
June-16
|
|||||
9
|
Star Marisa (1)
|
|
Newcastlemax
|
|
207,709
|
|
2016
|
|
March-16
|
|
10
|
Leviathan
|
Capesize
|
182,511
|
2014
|
September-14
|
|||||
11
|
Peloreus
|
|
Capesize
|
|
182,496
|
|
2014
|
|
July-14
|
|
12
|
Star Martha
|
Capesize
|
180,274
|
2010
|
October-14
|
|||||
13
|
Star Pauline
|
|
Capesize
|
|
180,274
|
|
2008
|
|
December-14
|
|
14
|
Pantagruel
|
Capesize
|
180,181
|
|
2004
|
July-14
|
||||
15
|
Star Borealis
|
|
Capesize
|
|
179,678
|
|
2011
|
|
September-11
|
|
16
|
Star Polaris
|
Capesize
|
179,600
|
|
2011
|
November-11
|
||||
17
|
Star Angie
|
|
Capesize
|
|
177,931
|
|
2007
|
|
October-14
|
|
18
|
Big Fish
|
Capesize
|
177,662
|
|
2004
|
July-14
|
19
|
Kymopolia
|
|
Capesize
|
|
176,990
|
|
2006
|
|
July-14
|
|
20
|
Star Triumph
|
Capesize
|
176,343
|
2004
|
December-17
|
|||||
21
|
Big Bang
|
|
Capesize
|
|
174,109
|
|
2007
|
|
July-14
|
|
22
|
Star Aurora
|
Capesize
|
171,199
|
|
2000
|
September-10
|
||||
23
|
Amami
|
|
Post Panamax
|
|
98,681
|
|
2011
|
|
July-14
|
|
24
|
Madredeus
|
Post Panamax
|
98,681
|
2011
|
July-14
|
|||||
25
|
Star Sirius
|
|
Post Panamax
|
|
98,681
|
|
2011
|
|
March-14
|
|
26
|
Star Vega
|
Post Panamax
|
98,681
|
|
2011
|
February-14
|
||||
27
|
Star Angelina
|
|
Kamsarmax
|
|
82,981
|
|
2006
|
|
December-14
|
|
28
|
Star Gwyneth
|
Kamsarmax
|
82,790
|
2006
|
December-14
|
|||||
29
|
Star Kamila
|
|
Kamsarmax
|
|
82,769
|
|
2005
|
|
September-14
|
|
30
|
Pendulum
|
Kamsarmax
|
82,619
|
|
2006
|
July-14
|
||||
31
|
Star Maria
|
|
Kamsarmax
|
|
82,598
|
|
2007
|
|
November-14
|
|
32
|
Star Markella
|
Kamsarmax
|
82,594
|
2007
|
September-14
|
|||||
33
|
Star Danai
|
|
Kamsarmax
|
|
82,574
|
|
2006
|
|
October-14
|
|
34
|
Star Georgia
|
Kamsarmax
|
82,298
|
2006
|
October-14
|
|||||
35
|
Star Sophia
|
|
Kamsarmax
|
|
82,269
|
|
2007
|
|
October-14
|
|
36
|
Star Mariella
|
Kamsarmax
|
82,266
|
2006
|
September-14
|
|||||
37
|
Star Moira
|
|
Kamsarmax
|
|
82,257
|
|
2006
|
|
November-14
|
|
38
|
Star Nina
|
Kamsarmax
|
82,224
|
2006
|
January-15
|
|||||
39
|
Star Renee
|
|
Kamsarmax
|
|
82,221
|
|
2006
|
|
December-14
|
|
40
|
Star Nasia
|
Kamsarmax
|
82,220
|
2006
|
August-14
|
|||||
41
|
Star Laura
|
|
Kamsarmax
|
|
82,209
|
|
2006
|
|
December-14
|
|
42
|
Star Jennifer
|
Kamsarmax
|
82,209
|
2006
|
April-15
|
|||||
43
|
Star Helena
|
|
Kamsarmax
|
|
82,187
|
|
2006
|
|
December-14
|
|
44
|
Star Charis
|
Kamsarmax
|
81,711
|
2013
|
March-17
|
|||||
45
|
Star Suzanna
|
|
Kamsarmax
|
|
81,711
|
|
2013
|
|
May-17
|
|
46
|
Mercurial Virgo
|
Kamsarmax
|
81,545
|
2013
|
July-14
|
|||||
47
|
Star Iris
|
|
Panamax
|
|
76,466
|
|
2004
|
|
September-14
|
|
48
|
Star Emily
|
Panamax
|
76,417
|
2004
|
September-14
|
|||||
49
|
Idee Fixe (1)
|
|
Ultramax
|
|
63,458
|
|
2015
|
|
March-15
|
|
50
|
Roberta (1)
|
Ultramax
|
63,426
|
2015
|
March-15
|
|||||
51
|
Laura (1)
|
|
Ultramax
|
|
63,399
|
|
2015
|
|
April-15
|
|
52
|
Kaley (1)
|
Ultramax
|
63,283
|
2015
|
June-15
|
|||||
53
|
Kennadi
|
|
Ultramax
|
|
63,262
|
|
2016
|
|
January-16
|
|
54
|
Mackenzie
|
Ultramax
|
63,226
|
2016
|
March-16
|
|||||
55
|
Star Challenger
|
|
Ultramax
|
|
61,462
|
|
2012
|
|
December-13
|
|
56
|
Star Fighter
|
Ultramax
|
61,455
|
2013
|
December-13
|
|||||
57
|
Star Lutas
|
|
Ultramax
|
|
61,347
|
|
2016
|
|
January-16
|
|
58
|
Honey Badger
|
Ultramax
|
61,320
|
2015
|
February-15
|
|||||
59
|
Wolverine
|
|
Ultramax
|
|
61,292
|
|
2015
|
|
February-15
|
|
60
|
Star Antares
|
Ultramax
|
61,258
|
2015
|
October-15
|
|||||
61
|
Star Acquarius
|
|
Ultramax
|
|
60,916
|
|
2015
|
|
July-15
|
|
62
|
Star Pisces
|
Ultramax
|
60,916
|
2015
|
August-15
|
|||||
63
|
Diva
|
|
Supramax
|
|
56,582
|
|
2011
|
|
July-17
|
|
64
|
Strange Attractor
|
Supramax
|
55,742
|
|
2006
|
July-14
|
||||
65
|
Star Omicron
|
|
Supramax
|
|
53,489
|
|
2005
|
|
April-08
|
|
66
|
Star Gamma
|
Supramax
|
53,098
|
|
2002
|
January-08
|
||||
67
|
Star Zeta
|
|
Supramax
|
|
52,994
|
|
2003
|
|
January-08
|
|
68
|
Star Delta
|
Supramax
|
52,434
|
|
2000
|
January-08
|
69
|
Star Theta
|
|
Supramax
|
|
52,425
|
|
2003
|
|
December-07
|
|
70
|
Star Epsilon
|
Supramax
|
52,402
|
|
2001
|
December-07
|
||||
71
|
Star Cosmo
|
|
Supramax
|
|
52,247
|
|
2005
|
|
July-08
|
|
72
|
Star Kappa
|
Supramax
|
52,055
|
|
2001
|
December-07
|
||||
Total dwt:
|
7,793,514
|
(1) |
Subject to a bareboat charter that is accounted for as a capital lease.
|
|
Vessel Name
|
|
Vessel Type
|
|
Capacity
(dwt.) |
|
Shipyard
|
|
Expected
Delivery
Date |
1
|
HN 1361 (tbn
Star Magnanimus
) (1)
|
Newcastlemax
|
208,000
|
SWS, China
|
Apr-18
|
||||
2
|
HN 1343 (tbn
Star Leo
)
|
|
Newcastlemax
|
|
208,000
|
|
SWS, China
|
|
Apr-18
|
(1) |
Subject to a bareboat charter that will be accounted for as a capital lease.
|
·
|
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.
|
·
|
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, although they cannot transit the Panama Canal at its current dimensions. They are able to transit the Panama Canal following the completion of its 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.
|
·
|
injury to, destruction or loss of, or loss of use of, natural resources and the costs of assessment thereof;
|
·
|
injury to, or economic losses resulting from, the destruction of real and personal property;
|
·
|
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;
|
·
|
loss of subsistence use of natural resources that are injured, destroyed or lost;
|
·
|
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.
|
·
|
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 a ship security plan;
|
·
|
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.
|
C. |
Organizational structure
|
D. |
Property, plant and equipment
|
Item 4A. |
Unresolved Staff Comments
|
Item 5. |
Operating and Financial Review and Prospects
|
A. |
Operating Results
|
·
|
employment and operation of dry bulk vessels constituted 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 constituted our operating fleet.
|
·
|
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.
|
·
|
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.
|
·
|
charter rates and duration of our charters;
|
·
|
age, condition and specifications of our vessels
|
·
|
levels of vessel operating expenses;
|
·
|
depreciation and amortization expenses;
|
·
|
financing costs; and
|
·
|
fluctuations in foreign exchange rates.
|
·
|
Average number of vessels
is the number of vessels that constituted our operating fleet for the relevant period, as measured by the sum of the number of days each operating vessel was part of our operating 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.
|
·
|
Available days
for the fleet are the ownership after subtracting off-hire days for major repairs, dry docking or special or intermediate surveys and lay-up days, if any.
|
·
|
Charter-in
days
are the total days that we charter-in third-party vessels
|
·
|
Fleet utilization
calculated by dividing (x) available days plus charter-in days by (y) ownership days plus charter-in days for the relevant period.
|
·
|
Time charter equivalent rate
.
Represents the weighted average daily TCE rate of our entire fleet (please refer below for its detailed calculation).
|
(TCE rates expressed in U.S. Dollars)
|
||||||||||||
|
Year ended
December 31,
2015
|
Year ended
December 31,
2016
|
Year ended
December 31, 2017
|
|||||||||
|
||||||||||||
Average number of vessels
|
69.06
|
69.77
|
69.55
|
|||||||||
Number of vessels in operation ( as of the last day of the periods reported)
|
70
|
67
|
71
|
|||||||||
Average age of operational fleet (in years)
|
7.4
|
7.7
|
8.2
|
|||||||||
Ownership days
|
25,206
|
25,534
|
25,387
|
|||||||||
Available days
|
24,096
|
24,623
|
25,272
|
|||||||||
Charter-in days
|
108
|
366
|
428
|
|||||||||
Fleet utilization
|
96
|
%
|
96
|
%
|
100
|
%
|
||||||
Time charter equivalent rate (TCE)
|
$
|
7,042
|
$
|
6,208
|
$
|
10,393
|
||||||
Voyage revenues
|
$
|
234,035
|
$
|
221,987
|
$
|
327,892
|
(
In thousands of U.S. Dollars, except as otherwise stated)
|
||||||||||||
|
Year ended
December 31, 2015
|
Year ended
December 31, 2016
|
Year ended
December 31, 2017
|
|||||||||
Voyage revenues
|
$
|
234,035
|
$
|
221,987
|
$
|
327,892
|
||||||
Less:
|
||||||||||||
Voyage expenses
|
(72,877
|
)
|
(65,821
|
)
|
(63,034
|
)
|
||||||
Charter-in hire expenses
|
(1,025
|
)
|
(3,550
|
)
|
(2,197
|
)
|
||||||
Amortization of fair value of below/above market acquired time charter agreements
|
9,540
|
254
|
-
|
|||||||||
Time charter equivalent revenues
|
$
|
169,673
|
$
|
152,870
|
$
|
262,661
|
||||||
Available days for fleet
|
24,096
|
24,623
|
25,272
|
|||||||||
Time charter equivalent rate (TCE)
|
$
|
7,042
|
$
|
6,208
|
$
|
10,393
|
B. |
Liquidity and Capital Resources
|
1.
|
Commerzbank $120.0 million Facility
|
2.
|
Commerzbank $26.0 million Facility
|
3.
|
Credit Agricole $70.0 million Facility
|
4.
|
HSH Nordbank $64.5 million Facility
|
5.
|
HSH Nordbank $35.0 million Facility
|
6.
|
Deutsche Bank $39.0 million Facility
|
7.
|
DNB-SEB-CEXIM $227.5 million Facility
|
8. |
ABN AMRO $87.5 million Facility
|
9. |
Deutsche Bank $85.0 million Facility
|
10. |
HSBC $86.6 million Facility
|
11. |
NIBC $32.0 million Facility
|
12. |
DVB $24.8 million Facility
|
13. |
Sinosure Facility
|
14.
|
Citi Facility
|
15.
|
Heron Vessels Facility
|
16.
|
DNB $120.0 million Facility
|
17. |
ABN AMRO Bank
N.V. $30.8 million Facility
|
·
|
pay dividends if there is an event of default under our credit facilities or the Deferred Amounts have not been repaid in full;
|
·
|
incur additional indebtedness, including the issuance of guarantees, or refinance or prepay any indebtedness, unless certain conditions exist;
|
·
|
create liens on our assets;
|
·
|
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.
|
·
|
a minimum percentage of aggregate vessel value to loans secured (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.
|
C. |
Research and Development, Patents and Licenses
|
D. |
Trend Information
|
E. |
Off-balance Sheet Arrangements
|
F. |
Tabular Disclosure of Contractual Obligations
|
In thousands of Dollars
|
Payments due by period
|
|||||||||||||||||||
Obligations
|
Total
|
Less
than 1 year
2018
|
1-3 years
(2019 -2020)
|
3-5 years
(2021-2022)
|
More
than 5 years
(After January
1, 2023) |
|||||||||||||||
Principal Loan Payments (1)
|
756,214
|
173,958
|
344,410
|
190,032
|
47,814
|
|||||||||||||||
8.30% 2022 Notes
|
50,000
|
-
|
-
|
50,000
|
-
|
|||||||||||||||
Interest payments (2)
|
101,720
|
35,109
|
41,807
|
19,274
|
5,530
|
|||||||||||||||
Shipbuilding contracts (3)
|
35,608
|
35,608
|
-
|
-
|
-
|
|||||||||||||||
Bareboat commitments charter hire - Newbuilding vessels (4)
|
99,856
|
6,907
|
15,894
|
15,852
|
61,203
|
|||||||||||||||
Bareboat commitments charter hire - Operating vessels (5)
|
304,856
|
28,901
|
64,578
|
64,670
|
146,707
|
|||||||||||||||
Future, minimum, charter-in hire payments (6)
|
3,486
|
3,486
|
-
|
-
|
-
|
|||||||||||||||
Office rent
|
1,751
|
353
|
553
|
557
|
288
|
|||||||||||||||
Total
|
1,353,491
|
284,322
|
467,242
|
340,385
|
261,542
|
(1) |
Principal loan payments reflect the Restructuring, which is further analyzed in Note 8 to our consolidated financial statements included in this report.
|
(2) |
Amounts shown reflect interest payments we expect to make with respect to our long-term debt obligations, as well as 2022 Notes. The interest payments reflect an assumed LIBOR based applicable rate of 1.69428 % (the three-month LIBOR as of December 31, 2017) plus the relevant margin of the applicable credit facility.
|
(3) |
The amounts represent our remaining obligations as of December 31, 2017 with respect to one of our newbuilding vessels. Our obligations for the remaining two newbuilding vessels, which are under bareboat lease agreements and classified as capital leases, are discussed under footnote (4) below.
|
(4) |
The amounts represent our commitments under the bareboat lease arrangements for our two newbuilding vessels (including Star Eleni which was delivered to us on January 3, 2018), representing the charter hire. The bareboat charter hire is comprised of fixed and variable portion, the variable portion is calculated based on the 6-month LIBOR of 1.83707% and 3-month LIBOR of 1.69428% as of December 31, 2017, as applicable.
|
(5) |
The amounts represent our commitments under the bareboat lease arrangements for eight of our operating vessels, representing the fixed charter hire, which is further analyzed in Note 5 to our consolidated financial statements included in this report.
|
(6) |
The amounts represent our commitments under the outstanding as of December 31, 2017 charter-in arrangements (including operating lease and freight agreements) for third party vessels.
|
·
|
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.
|
Vessel Name
|
Size (DWT)
|
Year
Built
|
Carrying Value as of
December 31, 2017 (in
millions of U.S dollars)
|
||
1
|
Goliath
|
209,537
|
2015
|
57.5
|
*
|
2
|
Gargantua
|
209,529
|
2015
|
56.6
|
*
|
3
|
Star Poseidon
|
209,475
|
2016
|
37.2
|
|
4
|
Maharaj
|
209,472
|
2015
|
57.4
|
*
|
5
|
Star Ariadne (1)
|
207,812
|
2017
|
53.9
|
*
|
6
|
Star Virgo (1)
|
207,810
|
2017
|
51.0
|
*
|
7
|
Star Libra (1)
|
207,765
|
2016
|
53.2
|
*
|
8
|
Star Marisa (1)
|
207,709
|
2016
|
55.0
|
*
|
9
|
Leviathan
|
182,511
|
2014
|
34.3
|
|
10
|
Peloreus
|
182,496
|
2014
|
34.3
|
|
11
|
Star Martha
|
180,274
|
2010
|
39.0
|
*
|
12
|
Star Pauline
|
180,274
|
2008
|
26.4
|
|
13
|
Pantagruel
|
180,181
|
2004
|
28.2
|
*
|
14
|
Star Borealis
|
179,678
|
2011
|
43.0
|
*
|
15
|
Star Polaris
|
179,600
|
2011
|
43.5
|
*
|
16
|
Star Angie
|
177,931
|
2007
|
32.1
|
*
|
17
|
Big Fish
|
177,662
|
2004
|
28.4
|
*
|
18
|
Kymopolia
|
176,990
|
2006
|
32.7
|
*
|
19
|
Star Triumph
|
176,343
|
2004
|
14.2
|
|
20
|
Big Bang
|
174,109
|
2007
|
33.7
|
*
|
21
|
Star Aurora
|
171,199
|
2000
|
25.0
|
*
|
22
|
Amami
|
98,681
|
2011
|
24.6
|
*
|
23
|
Madredeus
|
98,681
|
2011
|
24.7
|
*
|
24
|
Star Sirius
|
98,681
|
2011
|
25.6
|
*
|
25
|
Star Vega
|
98,681
|
2011
|
25.6
|
*
|
26
|
Star Angelina
|
82,981
|
2006
|
20.9
|
*
|
27
|
Star Gwyneth
|
82,790
|
2006
|
21.0
|
*
|
28
|
Star Kamila
|
82,769
|
2005
|
18.6
|
*
|
29
|
Pendulum
|
82,619
|
2006
|
18.2
|
*
|
30
|
Star Maria
|
82,598
|
2007
|
15.7
|
|
31
|
Star Markella
|
82,594
|
2007
|
17.7
|
*
|
32
|
Star Danai
|
82,574
|
2006
|
17.1
|
*
|
33
|
Star Georgia
|
82,298
|
2006
|
15.1
|
*
|
34
|
Star Sophia
|
82,269
|
2007
|
17.4
|
*
|
35
|
Star Mariella
|
82,266
|
2006
|
18.3
|
*
|
36
|
Star Moira
|
82,257
|
2006
|
15.1
|
*
|
37
|
Star Nina
|
82,224
|
2006
|
12.9
|
|
38
|
Star Renee
|
82,221
|
2006
|
13.4
|
Vessel Name
|
Size (DWT)
|
Year Built
|
Carrying Value as of
December 31, 2017
(in millions of U.S dollars)
|
||
39
|
Star Nasia
|
82,220
|
2006
|
19.4
|
*
|
40
|
Star Jennifer
|
82,209
|
2006
|
11.4
|
|
41
|
Star Laura
|
82,209
|
2006
|
13.6
|
|
42
|
Star Helena
|
82,187
|
2006
|
13.1
|
|
43
|
Star Charis
|
81,711
|
2013
|
14.7
|
|
44
|
Star Suzanna
|
81,711
|
2013
|
14.8
|
|
45
|
Mercurial Virgo
|
81,545
|
2013
|
23.0
|
*
|
46
|
Star Iris
|
76,466
|
2004
|
16.8
|
*
|
47
|
Star Emily
|
76,417
|
2004
|
15.7
|
*
|
48
|
Idee Fixe (1)
|
63,458
|
2015
|
28.0
|
*
|
49
|
Roberta (1)
|
63,426
|
2015
|
27.9
|
*
|
50
|
Laura (1)
|
63,399
|
2015
|
28.0
|
*
|
51
|
Kaley (1)
|
63,283
|
2015
|
28.3
|
*
|
52
|
Kennadi
|
63,262
|
2016
|
29.3
|
*
|
53
|
Mackenzie
|
63,226
|
2016
|
17.6
|
|
54
|
Star Challenger
|
61,462
|
2012
|
24.7
|
*
|
55
|
Star Fighter
|
61,455
|
2013
|
24.9
|
*
|
56
|
Star Lutas
|
61,347
|
2016
|
27.4
|
*
|
57
|
Honey Badger
|
61,320
|
2015
|
28.8
|
*
|
58
|
Wolverine
|
61,292
|
2015
|
28.8
|
*
|
59
|
Star Antares
|
61,258
|
2015
|
27.0
|
*
|
60
|
Star Aquarius
|
60,916
|
2015
|
21.2
|
|
61
|
Star Pisces
|
60,916
|
2015
|
21.2
|
|
62
|
Diva
|
56,582
|
2011
|
10.3
|
|
63
|
Strange Attractor
|
55,742
|
2006
|
17.9
|
*
|
64
|
Star Omicron
|
53,489
|
2005
|
13.1
|
*
|
65
|
Star Gamma
|
53,098
|
2002
|
9.9
|
*
|
66
|
Star Zeta
|
52,994
|
2003
|
11.1
|
*
|
67
|
Star Delta
|
52,434
|
2000
|
8.3
|
*
|
68
|
Star Theta
|
52,425
|
2003
|
10.9
|
*
|
69
|
Star Epsilon
|
52,402
|
2001
|
9.1
|
*
|
70
|
Star Cosmo
|
52,247
|
2005
|
10.7
|
*
|
71
|
Star Kappa
|
52,055
|
2001
|
9.3
|
*
|
Total
|
1,774.8
|
(1) |
Vessels subject to a bareboat capital lease.
|
* |
Indicates dry bulk carrier vessels for which we believe, as of December 31, 2017, the basic charter-free market value is lower than the vessel
’
s carrying value.
|
G. |
Safe Harbor
|
Item 6. |
Directors, Senior Management and Employees
|
A. |
Directors, Senior Management and Employees
|
Name
|
Age
|
Position
|
||
Petros Pappas
|
65
|
Chief Executive Officer and Class C Director
|
||
Spyros Capralos
|
63
|
Non-Executive Chairman and Class C Director
|
||
Hamish Norton
|
59
|
President
|
||
Simos Spyrou
|
43
|
Co-Chief Financial Officer
|
||
Christos Begleris
|
36
|
Co-Chief Financial Officer
|
||
Nicos Rescos
|
46
|
Chief Operating Officer
|
||
Tom S
ø
fteland
|
57
|
Class A Director
|
||
Koert Erhardt
|
62
|
Class B Director
|
||
Roger Schmitz
|
36
|
Class B Director
|
||
Mahesh Balakrishnan
|
35
|
Class A Director
|
||
Jennifer Box
|
36
|
Class B Director
|
||
Nikolaos Karellis
|
67
|
Class A Director
|
B. |
Compensation of Directors and Senior Management
|
·
|
On April 13, 2015, 135,230 restricted common shares were granted to certain of our directors, officers and employees. The respective shares have been issued and vested in April 2016.
|
·
|
On April 13, 2015, share purchase options of up to 104,250 common shares were granted to certain of our directors and officers. The respective are exercisable between the third and the fifth anniversary of the grant date.
|
·
|
On May 9, 2016, 690,000 restricted common shares were granted to certain of our directors, officers and employees. In July 2016, 650,000 of respective shares were vested, while the remaining 40,000 vested on March 1, 2018.
|
·
|
On September 12, 2016, 345,000 restricted common shares were granted to certain of our directions and officers for their participation in the negotiations with our lenders related to the Restructuring. 305,000 of such restricted common shares vested on March 31, 2017, with the remaining 40,000 vested on March 1, 2018.
|
·
|
On February 27, 2018, our Board of Directors adopted the 2018 Equity Incentive Plan (the “2018 Equity Incentive Plan”) and reserved for issuance 700,000 common shares thereunder. The terms and conditions of the 2018 Equity Incentive Plan are substantially similar to the terms and conditions of the Equity Incentive Plans. On the same date, 396,500 restricted common shares were granted to certain of our directors and officers, of which 253,500 restricted common shares vest on August 27, 2018, 71,500 restricted common shares vest on February 27, 2019 and the remaining 71,500 restricted common shares vest on February 27, 2021. The fair value of each share was $12.36, based on the closing price of our common shares on February 26, 2018. |
·
|
On February 22, 2017, 944,000 restricted common shares were granted to certain of our directors, officers and employees of which 744,000 shares vested on August 22, 2017. The remaining 200,000 restricted common shares vest on August 22, 2018.
|
C. |
Board Practices
|
·
|
The term of the Class A directors expires in 2020;
|
·
|
The term of Class B directors expires in 2018; and
|
·
|
The term of Class C director expires in 2019.
|
D. |
Employees
|
E. |
Share Ownership
|
Item 7. |
Major Shareholders and Related Party Transactions
|
A. |
Major Shareholders
|
Shares of common stock
|
||||||||
Beneficial Owner
|
Amount
|
Percentage
|
||||||
Oaktree Capital Group Holdings GP, LLC and certain of its advisory clients
(2)
|
32,579,506
|
50.8
|
%
|
|||||
Entities affiliated with Petros Pappas
(3)
|
2,934,649
|
4.6
|
%
|
|||||
Impala Asset Management LLC
|
4,094,420
|
6.4
|
%
|
|||||
Directors and executive officers of the Company, in the aggregate
|
980,266
|
1.5
|
%
|
(1) |
Percentage amounts based on 64,160,004 common shares outstanding as of February 27, 2018.
|
(2) |
Consists of (i) 1,316,498 shares held by Oaktree Value Opportunities Fund, L.P. (
“
VOF
”
), (ii) 2,397,106 shares held by Oaktree Opportunities Fund IX Delaware, L.P. (
“
Fund IX
”
), (iii) 22,016 shares held by Oaktree Opportunities Fund IX (Parallel 2), L.P. (
“
Parallel 2
”
), (iv) 16,445,307 shares held by Oaktree Dry Bulk Holdings LLC (
“
Dry Bulk Holdings
”
), (v) 12,249,999 shares held by OCM XL Holdings L.P., a Cayman Islands exempted limited partnership (
“
OCM XL
”
) and (vi) 148,580 shares held by OCM FIE, LLC (
“
FIE
”
). Each of the foregoing funds and entities is affiliated with Oaktree Capital Group Holdings GP, LLC (
“
OCGH
”
). The members of OCGH are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan and David M. Kirchheimer. 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 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 is c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. OCM Investments, LLC (a subsidiary of Oaktree Capital Management, L.P., which is the investment manager of the Oaktree Funds) is registered as a broker-dealer with the Commission and in all 50 states, the District of Columbia and Puerto Rico, and is a member of the U.S. Financial Industry Regulatory Authority. Oaktree Funds purchased common shares in the ordinary course of business and at the time of the purchase of the Company
’
s common shares, had no agreements or understandings, directly or indirectly, with any person to distribute the common shares.
|
( 3) |
Family members and companies related to family members of our Chief Executive Officer, Mr. Petros Pappas.
|
B. |
Related Party Transactions
|
·
|
sales that have received Disinterested Director Approval;
|
·
|
a tender offer or exchange offer, by an Unaffiliated Buyer, that is made to all of our stockholders, 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.
|
C. |
Interests of Experts and Counsel
|
Item 8. |
Financial Information
|
A. |
Consolidated statements and other financial information.
|
B. |
Significant Changes.
|
Item 9. |
The Offer and Listing
|
A. |
Offer and Listing Details
|
High
|
Low
|
|||||||
2017
|
$
|
13.40
|
$
|
5.21
|
||||
2016
|
$
|
6.10
|
$
|
1.55
|
||||
2015
|
$
|
33.30
|
$
|
2.70
|
||||
2014
|
$
|
79.40
|
$
|
27.05
|
||||
2013
|
$
|
69.15
|
$
|
26.4
|
Fiscal year ended December 31, 2017
|
High
|
Low
|
||||||
1st Quarter ended March 31, 2017
|
$
|
12.25
|
$
|
5.21
|
||||
2nd Quarter ended June 30, 2017
|
$
|
13.40
|
$
|
7.57
|
||||
3rd Quarter ended September 30, 2017
|
$
|
12.25
|
$
|
8.86
|
||||
4th Quarter ended December 31, 2017
|
$
|
12.14
|
$
|
8.62
|
Fiscal year ended December 31, 2016
|
High
|
Low
|
||||||
1st Quarter ended March 31, 2016
|
$
|
5.10
|
$
|
1.55
|
||||
2nd Quarter ended June 30, 2016
|
$
|
6.10
|
$
|
2.61
|
||||
3rd Quarter ended September 30, 2016
|
$
|
5.54
|
$
|
2.92
|
||||
4th Quarter ended December 31, 2016
|
$
|
6.10
|
$
|
4.04
|
High
|
Low
|
|||||||
March 2018 (through and including March 21, 2018)
|
$
|
13.28 |
$
|
11.89 | ||||
February 2018
|
$
|
13.29
|
$
|
10.20
|
||||
January 2018
|
$
|
12.74
|
$
|
10.80
|
||||
December 2017
|
$
|
12.14
|
$
|
10.30
|
||||
November 2017
|
$
|
11.00
|
$
|
8.62
|
||||
October 2017
|
$
|
10.87
|
$
|
9.55
|
Item 10. |
Additional Information
|
A. |
Share Capital
|
B. |
Memorandum and Articles of Association
|
·
|
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.
|
C. |
Material Contracts
|
D. |
Exchange Controls
|
E. |
Taxation
|
F. |
Dividends and paying agents
|
G. |
Statement by experts
|
H. |
Documents on display
|
I. |
Subsidiary information
|
Item 11. |
Quantitative and Qualitative Disclosures about Market Risk
|
For the year
ending
December 31,
|
Estimated
amount
of interest
expense
|
Estimated amount
of interest expense after
an increase of 100 basis
points
|
Sensitivity
|
|||
2018
|
52.3
|
|
61.2
|
8.9
|
||
2019
|
41.6
|
|
47.9
|
6.3
|
||
2020
|
32.1
|
|
36.9
|
4.8
|
||
2021
|
25.6
|
|
29.2
|
3.5
|
||
2022
|
|
19.0
|
|
21.4
|
|
2.4
|
In thousands of Dollars
|
As of year ended December 31,
|
|||||||||||||||||||
2018
|
2019
|
2020
|
2021
|
2022
|
||||||||||||||||
Long-Term Debt:
|
||||||||||||||||||||
Variable Rate Debt, outstanding balance
|
$
|
863,755
|
$
|
571,885
|
$
|
470,750
|
$
|
311,749
|
$
|
225,577
|
||||||||||
Average Interest Rate on Variable Debt
(1)
|
5.0
|
%
|
5.2
|
%
|
5.4
|
%
|
5.5
|
%
|
5.7
|
%
|
||||||||||
Fixed-Rate Debt, outstanding balance
|
50,000
|
50,000
|
50,000
|
50,000
|
-
|
|||||||||||||||
Average Interest Rate on Fixed Debt
(2)
|
8.3
|
%
|
8.3
|
%
|
8.3
|
%
|
8.3
|
%
|
8.3
|
%
|
(1) |
Average Interest Rate on Variable Debt represents the weighted average interest rate for our floating rate debt and leases comprising of LIBOR rate as of December 31, 2017 and applicable margin.
|
(2) |
Average Interest Rate on Fixed Debt represents the annual coupon for our 8.30% 2022 Notes outstanding as of December 31, 2017.
|
Item 12. |
Description of Securities Other than Equity Securities
|
A. |
Debt securities
|
B. |
Warrants and rights
|
C. |
Other securities
|
D. |
American depository shares
|
Item 13. |
Defaults, Dividend Arrearages and Delinquencies
|
Item 14. |
Material Modifications to the Rights of Security Holders and Use of Proceeds
|
Item 15. |
Controls and Procedures
|
· |
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.
|
Item 16A. |
Audit Committee Financial Expert
|
Item 16B. |
Code of Ethics
|
Item 16C. |
Principal Accountant Fees and Services
|
(In thousands of Dollars)
|
2016
|
2017
|
||||||
Audit fees
(a)
|
$
|
714
|
$
|
841
|
||||
Audit-related fees
(b)
|
-
|
18
|
||||||
Tax fees
(c)
|
-
|
-
|
||||||
All other fees
(d)
|
-
|
-
|
||||||
Total fees
|
$
|
714
|
$
|
859
|
(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.
|
Item 16D. |
Exemptions from the Listing Standards for Audit Committees
|
Item 16E. |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|
Item 16F. |
Change in Registrants Certifying Accountant
|
Item 16G. |
Corporate Governance
|
· |
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 at which only independent directors are present, or executive sessions.
|
· |
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.
|
· |
In lieu of an audit committee comprised of a minimum of three directors all of whom are independent and a compensation committee comprised solely of independent directors, our audit committee consists of three independent directors and our compensation committee consists of an executive director and two independent directors.
|
Item 16H. |
Mine Safety Disclosure
|
Item 17. |
Financial Statements
|
Item 18. |
Financial Statements
|
Item 19. |
Exhibits
|
Exhibits Number
|
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)
|
||
Base Indenture, dated as of November 6, 2014, between the Company and U.S. Bank National Association, as trustee (the “Trustee”) (included as Exhibit 4.1 to the Company’s Current Report on Form 6-K, dated November 7, 2014 and incorporated herein by reference)
|
||
First Supplemental Indenture, dated as of November 6, 2014, between the Company and the Trustee (included as Exhibit 4.2 to the Company’s Current Report on Form 6-K, dated November 7, 2014 and incorporated herein by reference)
|
||
Second Supplemental Indenture, dated as of November 9, 2017, between the Company and the Trustee (included as Exhibit 4.2 to the Company’s Current Report on Form 6-K, dated November 13, 2017 and incorporated herein by reference)
|
||
Amended and Restated Registration Rights Agreement dated July 11, 2014 (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)
|
||
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)
|
Exhibits Number
|
Description
|
|
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)
|
||
Underwriting Agreement, dated September 15, 2016, among Citigroup Global Markets Inc., Clarksons Platou Securities, Inc., Deutsche Bank Securities Inc. and DNB Markets, Inc., as representatives of the several underwriters listed in Schedule I thereto, and Star Bulk Carriers Corp. (included as Exhibit 1.1 to the Company’s Current Report on Form 6-K, dated September 20, 2016 and incorporated herein by reference)
|
||
4.6 | Underwriting Agreement, dated November 2, 2017, between Star Bulk Carriers Corp. and the underwriters named on Schedule1 thereto. (included as Exhibit 1.1 to the Company’s Current Report on Form 6-K, dated November 13, 2017 and incorporated herein by reference) | |
2015 Equity Incentive Plan (included as Exhibit 4.13 of the Company’s Form 20-F, which was filed with the Commission on March 23, 2016 and incorporated herein by reference)
|
||
2016 Equity Incentive Plan (included as Exhibit 4.15 to the Company’s Form 20-F, which was filed with the Commission on March 22, 2017 and incorporated herein by reference)
|
||
4.9 | 2017 Equity Incentive Plan | |
4.10 | 2018 Equity Incentive Plan | |
For earnings per share calculation, see “Item 18. Financial Statements-Note 13.”
|
||
For a list of all our subsidiaries, see “Item 18. Financial Statements-Note 1.”
|
||
Code of Ethics (included as Exhibit 11.1 of the Company’s Form 20-F, which was filed with the Commission on April 8, 2015 and incorporated herein by reference)
|
||
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
|
||
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
|
||
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
|
||
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
|
||
Consent of Independent Registered Public Accounting Firm (Ernst & Young (Hellas) Certified Auditors Accountants S.A.)
|
Exhibits Number
|
Description
|
|
101
|
The following materials from the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2016, formatted in Extensible Business Reporting Language (XBRL):
|
|
(i) Consolidated Balance Sheets as of December 31, 2015 and 2016;
|
||
(ii) Consolidated Statements of Operations for the years ended December 31, 2014, 2015 and 2016;
|
||
(iii) Consolidated Statements of Comprehensive Income/ (Loss) for the years ended December 31, 2014, 2015 and 2016;
|
||
(iv) Consolidated Statements of Shareholders’ Equity for the for the years ended December 31, 2014, 2015 and 2016;
|
||
(v) Consolidated Statements of Cash Flows for the for the years ended December 31, 2014, 2015 and 2016; and
|
||
(vi) the Notes to Consolidated Financial Statements.
|
Star Bulk Carriers Corp.
|
||||
(Registrant)
|
||||
Date: March 22, 2018
|
By:
|
/s/ Petros Pappas
|
||
Name:
|
Petros Pappas
|
|||
Title:
|
Chief Executive Officer
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
|
F-3
|
Consolidated Balance Sheets as of December 31, 2016 and 2017
|
F-4
|
Consolidated Statements of Operations for the years ended December 31, 2015, 2016 and 2017
|
F-5
|
Consolidated Statements of Comprehensive Income / (Loss) for the years ended December 31, 2015, 2016 and 2017
|
F-6
|
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2015, 2016 and 2017
|
F-7
|
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2016 and 2017
|
F-8
|
Notes to Consolidated Financial Statements
|
F-9
|
Years ended December 31,
|
||||||||||||
2015
|
2016
|
2017
|
||||||||||
Revenues:
|
||||||||||||
Voyage revenues
|
$
|
234,035
|
$
|
221,987
|
$
|
331,976
|
||||||
Management fee income
|
251
|
119
|
-
|
|||||||||
234,286
|
222,106
|
331,976
|
||||||||||
Expenses
|
||||||||||||
Voyage expenses (Note 17)
|
72,877
|
65,821
|
64,682
|
|||||||||
Charter-in hire expenses
|
1,025
|
3,550
|
5,325
|
|||||||||
Vessel operating expenses (Note 17)
|
112,796
|
98,830
|
101,428
|
|||||||||
Dry docking expenses
|
14,950
|
6,023
|
4,262
|
|||||||||
Depreciation
|
82,070
|
81,935
|
82,623
|
|||||||||
Management fees (Note 11)
|
8,436
|
7,604
|
7,543
|
|||||||||
General and administrative expenses
|
23,621
|
24,602
|
30,955
|
|||||||||
Impairment loss (Note 5, Note 6 and Note 18)
|
321,978
|
29,221
|
-
|
|||||||||
Loss on time-charter agreement termination (Note 7)
|
2,114
|
-
|
-
|
|||||||||
Other operational loss
|
-
|
503
|
989
|
|||||||||
Other operational gain (Note 10)
|
(592
|
)
|
(1,565
|
)
|
(2,918
|
)
|
||||||
(Gain)/Loss on forward freight agreements and bunker swaps (Note 18)
|
-
|
(411
|
)
|
841
|
||||||||
(Gain)/Loss on sale of vessel ( Note 5)
|
20,585
|
15,248
|
(2,598
|
)
|
||||||||
659,860
|
331,361
|
293,132
|
||||||||||
Operating income / (loss)
|
(425,574
|
)
|
(109,255
|
)
|
38,844
|
|||||||
Other Income/ (Expenses):
|
||||||||||||
Interest and finance costs (Note 8)
|
(29,661
|
)
|
(41,217
|
)
|
(50,458
|
)
|
||||||
Interest and other income/(loss)
|
1,090
|
876
|
2,997
|
|||||||||
Gain / (Loss) on derivative financial instrument, net (Note 18)
|
(3,268
|
)
|
(2,116
|
)
|
246
|
|||||||
Loss on debt extinguishment (Note 8)
|
(974
|
)
|
(2,375
|
)
|
(1,257
|
)
|
||||||
Total other expenses, net
|
(32,813
|
)
|
(44,832
|
)
|
(48,472
|
)
|
||||||
Income/(Loss) before equity in income of investee
|
(458,387
|
)
|
(154,087
|
)
|
(9,628
|
)
|
||||||
Equity in income of investee
|
210
|
126
|
93
|
|||||||||
Income / (loss) before taxes
|
$
|
(458,177
|
)
|
$
|
(153,961
|
)
|
$
|
(9,535
|
)
|
|||
Income taxes (Note 15)
|
-
|
(267
|
)
|
(236
|
)
|
|||||||
Net income/(loss)
|
(458,177
|
)
|
(154,228
|
)
|
(9,771
|
)
|
||||||
Earnings / (Loss) per share, basic
|
$
|
(11.71
|
)
|
$
|
(3.24
|
)
|
$
|
(0.16
|
)
|
|||
Earnings / (Loss) per share, diluted
|
(11.71
|
)
|
(3.24
|
)
|
(0.16
|
)
|
||||||
Weighted average number of shares outstanding, basic (Note 13)
|
39,124,673
|
47,574,454
|
63,034,394
|
|||||||||
Weighted average number of shares outstanding, diluted (Note 13)
|
39,124,673
|
47,574,454
|
63,034,394
|
Years ended December 31,
|
||||||||||||
2015
|
2016
|
2017
|
||||||||||
Net income / (loss)
|
$
|
(458,177
|
)
|
$
|
(154,228
|
)
|
$
|
(9,771
|
)
|
|||
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 18)
|
(5,047
|
)
|
(372
|
)
|
47
|
|||||||
Less:
|
||||||||||||
Reclassification adjustments of interest rate swap loss
|
4,209
|
1,294
|
852
|
|||||||||
Other comprehensive income / (loss)
|
(838
|
)
|
922
|
899
|
||||||||
Comprehensive income / (loss)
|
$
|
(459,015
|
)
|
$
|
(153,306
|
)
|
$
|
(8,872
|
)
|
Common Stock
|
||||||||||||||||||||||||
# of Shares
|
Par Value
|
Additional Paid-
in Capital
|
Accumulated Other
Comprehensive loss
|
Accumulated
deficit
|
Total
Stockholders’
Equity
|
|||||||||||||||||||
BALANCE, January 1, 2015
|
21,885,219
|
$
|
218
|
$
|
1,568,589
|
$
|
(378
|
)
|
$
|
(414,127
|
)
|
$
|
1,154,302
|
|||||||||||
Net income / (loss)
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(458,177
|
)
|
$
|
(458,177
|
)
|
|||||||||||
Other comprehensive income / (loss)
|
-
|
-
|
-
|
(838
|
)
|
-
|
(838
|
)
|
||||||||||||||||
Amortization of stock-based compensation (Note 12)
|
-
|
-
|
2,684
|
-
|
-
|
2,684
|
||||||||||||||||||
Issuance of shares for commission to Oceanbulk Maritime
|
34,234
|
-
|
282
|
-
|
-
|
282
|
||||||||||||||||||
Issuance of common stock Excel Transactions (Note 9)
|
851,577
|
9
|
19,299
|
-
|
-
|
19,308
|
||||||||||||||||||
Issuance of common stock (Note 9)
|
21,050,084
|
211
|
417,586
|
-
|
-
|
417,797
|
||||||||||||||||||
BALANCE, December 31, 2015
|
43,821,114
|
$
|
438
|
$
|
2,008,440
|
$
|
(1,216
|
)
|
$
|
(872,304
|
)
|
$
|
1,135,358
|
|||||||||||
Net income / (loss)
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(154,228
|
)
|
$
|
(154,228
|
)
|
|||||||||||
Other comprehensive income / (loss)
|
-
|
-
|
-
|
922
|
-
|
922
|
||||||||||||||||||
Issuance of vested and non-vested shares and amortization of stock-based compensation (Note 12)
|
692,595
|
7
|
4,159
|
-
|
-
|
4,166
|
||||||||||||||||||
Issuance of shares for commission to Oceanbulk Maritime (Note 3)
|
138,453
|
1
|
733
|
-
|
-
|
734
|
||||||||||||||||||
Issuance ofcommon stock (Note 9)
|
11,976,745
|
120
|
50,158
|
-
|
-
|
50,278
|
||||||||||||||||||
BALANCE, December 31, 2016
|
56,628,907
|
$
|
566
|
$
|
2,063,490
|
$
|
(294
|
)
|
$
|
(1,026,532
|
)
|
$
|
1,037,230
|
|||||||||||
Net income / (loss)
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
(9,771
|
)
|
$
|
(9,771
|
)
|
||||||||||||
Other comprehensive income / (loss)
|
-
|
-
|
-
|
899
|
-
|
899
|
||||||||||||||||||
Issuance of vested and non-vested shares and amortization of stock-based compensation (Note 12)
|
1,220,825
|
13
|
9,254
|
-
|
-
|
9,267
|
||||||||||||||||||
Issuance of common stock (Note 9)
|
6,310,272
|
63
|
50,364
|
-
|
-
|
50,427
|
||||||||||||||||||
BALANCE, December 31, 2017
|
64,160,004
|
$
|
642
|
$
|
2,123,108
|
$
|
605
|
$
|
(1,036,303
|
)
|
$
|
1,088,052
|
Years ended December 31,
|
||||||||||||
2015
|
2016
|
2017
|
||||||||||
Cash Flows from Operating Activities:
|
||||||||||||
Net income / (loss)
|
$
|
(458,177
|
)
|
$
|
(154,228
|
)
|
$
|
(9,771
|
)
|
|||
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:
|
||||||||||||
Depreciation
|
82,070
|
81,935
|
82,623
|
|||||||||
Amortization of fair value of above market acquired time charters (Note 7)
|
9,540
|
254
|
-
|
|||||||||
Amortization of debt issuance costs (Note 8)
|
2,732
|
2,855
|
2,660
|
|||||||||
Loss on debt extinguishment (Note 8)
|
974
|
2,375
|
1,257
|
|||||||||
Impairment loss (Note 5)
|
321,978
|
29,221
|
-
|
|||||||||
Loss / (gain) on sale of vessels (Note 5)
|
20,585
|
15,248
|
(2,598
|
)
|
||||||||
Stock-based compensation (Note 12)
|
2,684
|
4,166
|
9,267
|
|||||||||
Non-cash effects of derivative financial instruments (Note 18)
|
(121
|
)
|
(4,182
|
)
|
(1,821
|
)
|
||||||
Loss on time-charter agreement termination
|
2,114
|
-
|
-
|
|||||||||
Change in fair value of forward freight derivatives (Note 18)
|
-
|
(41
|
)
|
(36
|
)
|
|||||||
Other non-cash charges
|
38
|
112
|
144
|
|||||||||
Amortization of deferred gain (Note 5)
|
(22
|
)
|
(75
|
)
|
(52
|
)
|
||||||
Write-off of claim receivable
|
-
|
225
|
-
|
|||||||||
Gain on hull and machinery claim
|
-
|
(1,472
|
)
|
(456
|
)
|
|||||||
Equity in income of investee
|
(210
|
)
|
(126
|
)
|
(93
|
)
|
||||||
Changes in operating assets and liabilities:
|
||||||||||||
(Increase)/Decrease in:
|
||||||||||||
Restricted cash for forward freight derivatives
|
-
|
(216
|
)
|
(1,834
|
)
|
|||||||
Trade accounts receivable
|
13,876
|
(1,683
|
)
|
(5,949
|
)
|
|||||||
Inventories
|
121
|
(184
|
)
|
(4,811
|
)
|
|||||||
Prepaid expenses and other current assets
|
(8,497
|
)
|
3,142
|
(43
|
)
|
|||||||
Due from related parties
|
(964
|
)
|
287
|
745
|
||||||||
Due from managers
|
-
|
(1,430
|
)
|
1,430
|
||||||||
Increase/(Decrease) in:
|
||||||||||||
Accounts payable
|
(5,276
|
)
|
(4,236
|
)
|
4,709
|
|||||||
Due to related parties
|
(1,744
|
)
|
(66
|
)
|
(127
|
)
|
||||||
Accrued liabilities
|
1,465
|
(2,633
|
)
|
(863
|
)
|
|||||||
Due to managers
|
2,291
|
(2,291
|
)
|
1,420
|
||||||||
Deferred revenue
|
(35
|
)
|
(405
|
)
|
5,169
|
|||||||
Net cash provided by / (used in) Operating Activities
|
(14,578
|
)
|
(33,448
|
)
|
80,970
|
|||||||
Cash Flows from Investing Activities:
|
||||||||||||
Advances for vessels under construction and acquisition of vessels and other assets
|
(473,917
|
)
|
(396,154
|
)
|
(143,684
|
)
|
||||||
Cash proceeds from vessel sales (Note 5)
|
70,300
|
380,193
|
15,153
|
|||||||||
Decrease in restricted cash
|
4,500
|
7,251
|
482
|
|||||||||
Increase in restricted cash
|
(4,525
|
)
|
(7,042
|
)
|
(233
|
)
|
||||||
Proceeds from cancellation of vessels under construction
|
5,800
|
-
|
-
|
|||||||||
Hull and machinery insurance proceeds
|
309
|
2,536
|
1,430
|
|||||||||
Net cash provided by / (used in) Investing Activities
|
(397,533
|
)
|
(13,216
|
)
|
(126,852
|
)
|
||||||
Cash Flows from Financing Activities:
|
||||||||||||
Proceeds from bank loans and capital leases
|
373,993
|
151,763
|
160,780
|
|||||||||
Loan prepayments and repayments
|
(244,529
|
)
|
(181,201
|
)
|
(86,262
|
)
|
||||||
Financing fees paid
|
(13,094
|
)
|
(474
|
)
|
(2,910
|
)
|
||||||
Proceeds from issuance of common stock
|
418,771
|
50,589
|
51,454
|
|||||||||
Offering expenses paid related to the issuance of common stock
|
(974
|
)
|
(311
|
)
|
(1,027
|
)
|
||||||
Net cash provided by / (used in) Financing Activities
|
534,167
|
20,366
|
122,035
|
|||||||||
Net (decrease) / increase in cash and cash equivalents
|
122,056
|
(26,298
|
)
|
76,153
|
||||||||
Cash and cash equivalents at beginning of period
|
86,000
|
208,056
|
181,758
|
|||||||||
Cash and cash equivalents at end of the period
|
$
|
208,056
|
$
|
181,758
|
$
|
257,911
|
||||||
Cash paid during the period for:
|
||||||||||||
Interest
|
$
|
29,813
|
$
|
47,997
|
$
|
50,227
|
1 |
Basis of Presentation and General Information - continued:
|
|
Wholly Owned Subsidiaries
|
Vessel Name
|
DWT
|
Date
Delivered to Star Bulk
|
Year Built
|
1
|
Star Ennea LLC
|
Star Poseidon
|
209,475
|
February 26, 2016
|
2016
|
2
|
Sea Diamond LLC
|
Goliath
|
209,537
|
July 15, 2015
|
2015
|
3
|
Pearl Shiptrade LLC
|
Gargantua
|
209,529
|
April 2, 2015
|
2015
|
4
|
Coral Cape Shipping LLC
|
Maharaj
|
209,472
|
July 15, 2015
|
2015
|
5
|
Domus Shipping LLC
|
Star Ariadne (1)
|
207,812
|
March 28, 2017
|
2017
|
6
|
Star Breezer LLC
|
Star Virgo (1)
|
207,810
|
March 1, 2017
|
2017
|
7
|
Star Seeker LLC
|
Star Libra (1)
|
207,765
|
June 6, 2016
|
2016
|
8
|
Clearwater Shipping LLC
|
Star Marisa (1)
|
207,709
|
March 11 2016
|
2016
|
9
|
Cape Ocean Maritime LLC
|
Leviathan
|
182,511
|
September 19, 2014
|
2014
|
10
|
Cape Horizon Shipping LLC
|
Peloreus
|
182,496
|
July 22, 2014
|
2014
|
11
|
Sandra Shipco LLC
|
Star Pauline
|
180,274
|
December 29, 2014
|
2008
|
12
|
Christine Shipco LLC
|
Star Martha
|
180,274
|
October 31, 2014
|
2010
|
13
|
Pacific Cape Shipping LLC
|
Pantagruel
|
180,181
|
July 11, 2014
|
2004
|
14
|
Star Borealis LLC
|
Star Borealis
|
179,678
|
September 9, 2011
|
2011
|
15
|
Star Polaris LLC
|
Star Polaris
|
179,600
|
November 14, 2011
|
2011
|
16
|
Star Trident V LLC
|
Star Angie
|
177,931
|
October 29, 2014
|
2007
|
17
|
Sky Cape Shipping LLC
|
Big Fish
|
177,662
|
July 11, 2014
|
2004
|
18
|
Global Cape Shipping LLC
|
Kymopolia
|
176,990
|
July 11, 2014
|
2006
|
19
|
Star Trident XXV Ltd.
|
Star Triumph
|
176,343
|
December 8, 2017
|
2004
|
20
|
Sea Cape Shipping LLC
|
Big Bang
|
174,109
|
July 11, 2014
|
2007
|
21
|
Star Aurora LLC
|
Star Aurora
|
171,199
|
September 8, 2010
|
2000
|
22
|
Nautical Shipping LLC
|
Amami
|
98,681
|
July 11, 2014
|
2011
|
23
|
Majestic Shipping LLC
|
Madredeus
|
98,681
|
July 11, 2014
|
2011
|
24
|
Star Sirius LLC
|
Star Sirius
|
98,681
|
March 7, 2014
|
2011
|
25
|
Star Vega LLC
|
Star Vega
|
98,681
|
February 13, 2014
|
2011
|
26
|
Star Alta I LLC
|
Star Angelina
|
82,981
|
December 5, 2014
|
2006
|
27
|
Star Alta II LLC
|
Star Gwyneth
|
82,790
|
December 5, 2014
|
2006
|
28
|
Star Trident I LLC
|
Star Kamila
|
82,769
|
September 3, 2014
|
2005
|
29
|
Grain Shipping LLC
|
Pendulum
|
82,619
|
July 11, 2014
|
2006
|
30
|
Star Trident XIX LLC
|
Star Maria
|
82,598
|
November 5, 2014
|
2007
|
1 |
Basis of Presentation and General Information - continued:
|
|
Wholly Owned Subsidiaries
|
Vessel Name
|
DWT
|
Date
Delivered to Star Bulk
|
Year Built
|
31
|
Star Trident XII LLC
|
Star Markella
|
82,594
|
September 29, 2014
|
2007
|
32
|
Star Trident IX LLC
|
Star Danai
|
82,574
|
October 21, 2014
|
2006
|
33
|
Star Trident XI LLC
|
Star Georgia
|
82,298
|
October 14, 2014
|
2006
|
34
|
Star Trident VIII LLC
|
Star Sophia
|
82,269
|
October 31, 2014
|
2007
|
35
|
Star Trident XVI LLC
|
Star Mariella
|
82,266
|
September 19, 2014
|
2006
|
36
|
Star Trident XIV LLC
|
Star Moira
|
82,257
|
November 19, 2014
|
2006
|
37
|
Star Trident XVIII LLC
|
Star Nina
|
82,224
|
January 5, 2015
|
2006
|
38
|
Star Trident X LLC
|
Star Renee
|
82,221
|
December 18, 2014
|
2006
|
39
|
Star Trident II LLC
|
Star Nasia
|
82,220
|
August 29, 2014
|
2006
|
40
|
Star Trident XIII LLC
|
Star Laura
|
82,209
|
December 8, 2014
|
2006
|
41
|
Star Trident XV LLC
|
Star Jennifer
|
82,209
|
April 15, 2015
|
2006
|
42
|
Star Trident XVII LLC
|
Star Helena
|
82,187
|
December 29, 2014
|
2006
|
43
|
Star Gaia LLC
|
Star Charis
|
81,711
|
March 22, 2017
|
2013
|
44
|
Star Elpis LLC
|
Star Suzanna
|
81,711
|
May 15, 2017
|
2013
|
45
|
Mineral Shipping LLC
|
Mercurial Virgo
|
81,545
|
July 11, 2014
|
2013
|
46
|
Star Trident III LLC
|
Star Iris
|
76,466
|
September 8, 2014
|
2004
|
47
|
Star Trident XX LLC
|
Star Emily
|
76,417
|
September 16, 2014
|
2004
|
48
|
Orion Maritime LLC
|
Idee Fixe (1)
|
63,458
|
March 25, 2015
|
2015
|
49
|
Spring Shipping LLC
|
Roberta (1)
|
63,426
|
March 31, 2015
|
2015
|
50
|
Success Maritime LLC
|
Laura (1)
|
63,399
|
April 7, 2015
|
2015
|
51
|
Ultra Shipping LLC
|
Kaley (1)
|
63,283
|
June 26, 2015
|
2015
|
52
|
Blooming Navigation LLC
|
Kennadi
|
63,262
|
January 8, 2016
|
2016
|
53
|
Jasmine Shipping LLC
|
Mackenzie
|
63,226
|
March 2, 2016
|
2016
|
54
|
Star Challenger I LLC
|
Star Challenger
|
61,462
|
December 12, 2013
|
2012
|
55
|
Star Challenger II LLC
|
Star Fighter
|
61,455
|
December 30, 2013
|
2013
|
56
|
Star Axe II LLC
|
Star Lutas
|
61,347
|
January 6, 2016
|
2016
|
57
|
Aurelia Shipping LLC
|
Honey Badger
|
61,320
|
February 27, 2015
|
2015
|
58
|
Rainbow Maritime LLC
|
Wolverine
|
61,292
|
February 27, 2015
|
2015
|
59
|
Star Axe I LLC
|
Star Antares
|
61,258
|
October 9, 2015
|
2015
|
60
|
Star Asia I LLC
|
Star Aquarius
|
60,916
|
July 22, 2015
|
2015
|
61
|
Star Asia II LLC
|
Star Pisces
|
60,916
|
August 7, 2015
|
2015
|
62
|
Star Trident VII LLC
|
Diva
|
56,582
|
July 24, 2017
|
2011
|
63
|
Glory Supra Shipping LLC
|
Strange Attractor
|
55,742
|
July 11, 2014
|
2006
|
64
|
Star Omicron LLC
|
Star Omicron
|
53,489
|
April 17, 2008
|
2005
|
65
|
Star Gamma LLC
|
Star Gamma
|
53,098
|
January 4, 2008
|
2002
|
66
|
Star Zeta LLC
|
Star Zeta
|
52,994
|
January 2, 2008
|
2003
|
67
|
Star Delta LLC
|
Star Delta
|
52,434
|
January 2, 2008
|
2000
|
68
|
Star Theta LLC
|
Star Theta
|
52,425
|
December 6, 2007
|
2003
|
69
|
Star Epsilon LLC
|
Star Epsilon
|
52,402
|
December 3, 2007
|
2001
|
70
|
Star Cosmo LLC
|
Star Cosmo
|
52,247
|
July 1, 2008
|
2005
|
71
|
Star Kappa LLC
|
Star Kappa
|
52,055
|
December 14, 2007
|
2001
|
|
|
Total dwt
|
7,585,704
|
|
|
(1) |
Vessels subject to a capital bareboat lease (Note 5)
|
1 |
Basis of Presentation and General Information - continued:
|
|
Wholly Owned Subsidiaries
|
Newbuildings Name
|
Type
|
DWT
|
Expected Delivery
Date
|
1
|
Star Castle I LLC
|
HN 1342 (tbn
Star Eleni
) (2)
|
Newcastlemax
|
208,000
|
Jan-18
|
2
|
Festive Shipping LLC
|
HN 1361 (tbn
Star Magnanimus
) (1)
|
Newcastlemax
|
208,000
|
Apr-18
|
3
|
Star Castle II LLC
|
HN 1343 (tbn
Star Leo
)
|
Newcastlemax
|
208,000
|
Apr-18
|
|
|
Total dwt
|
|
624,000
|
|
(1) |
Vessels subject to a bareboat capital lease (Note 5).
|
(2) |
Star Eleni
was delivered to the Company on January 3, 2018 (Note 19) and is subject to a bareboat capital lease (Note 6).
|
Wholly Owned Subsidiaries
|
|||
1
|
Star Bulk Management Inc.
|
25
|
Star Uranus LLC
|
2
|
Starbulk S.A.
|
26
|
Star Logistics Management S.A.
|
3
|
Star Bulk Manning LLC
|
27
|
Gravity Shipping LLC
|
4
|
Star Bulk Shipmanagement Company (Cyprus) Limited
|
28
|
White Sand Shipping LLC
|
5
|
Optima Shipping Limited
|
29
|
Premier Voyage LLC
|
6
|
Star Omas LLC
|
30
|
L.A. Cape Shipping LLC
|
7
|
Star Synergy LLC
|
31
|
Cape Confidence Shipping LLC
|
8
|
Oceanbulk Shipping LLC
|
32
|
Cape Runner Shipping LLC
|
9
|
Oceanbulk Carriers LLC
|
33
|
Olympia Shiptrade LLC
|
10
|
International Holdings LLC
|
34
|
Victory Shipping LLC
|
11
|
Star Ventures LLC
|
35
|
Star Cape I LLC
|
12
|
Star Logistics LLC (ex Dry Ventures LLC)
|
36
|
Star Cape II LLC
|
13
|
Unity Holding LLC
|
37
|
Positive Shipping Company
|
14
|
Star Bulk (USA) LLC
|
38
|
OOCape1 Holdings LLC
|
15
|
Star Trident XXI LLC
|
39
|
Oday Marine LLC
|
16
|
Star Trident XXIV LLC
|
40
|
Searay Maritime LLC
|
17
|
Star Trident XXVII LLC
|
41
|
Lowlands Beilun Shipco LLC
|
18
|
Star Trident XXXI LLC
|
42
|
Star Trident VI LLC
|
19
|
Star Trident XXIX LLC
|
43
|
KMSRX Holdings LLC
|
20
|
Star Trident XXVIII LLC
|
44
|
Dioriga Shipping Co.
|
21
|
Star Trident XXVI LLC
|
45
|
Star Trident XXX LLC
|
22
|
Star Trident XXII LLC
|
46
|
Star Trident IV LLC
|
23
|
Star Trident XXIII LLC
|
47
|
Pacific Ventures Holdings LLC
|
24
|
Star Alpha LLC
|
48
|
Star Mare LLC
|
1. |
Basis of Presentation and General Information – (continued):
|
Charterer
|
2015
|
2016
|
2017
|
||||||||||
A
|
|
6
|
%
|
13
|
%
|
14
|
%
|
2. |
Significant Accounting policies:
|
a) |
Principles of consolidation:
The accompanying 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 in the consolidation.
|
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 accompanying 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 accompanying 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.
|
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 cash and cash equivalents, and restricted cash with financial institutions evaluated as being creditworthy and are exposed to minimal interest rate and 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 has adopted a policy of no exposure in over-the-counter transactions by selecting freight derivatives and bunker swaps that clear through reputable clearing houses, including the London Clearing House. The Company performs periodic evaluations of the relative credit standing of those financial institutions. 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 or losses are included in “Interest and other income” in the accompanying 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. At each balance sheet date, the Company provides for doubtful accounts on the basis of specific identified doubtful receivables. As of December 31, 2016 and 2017, provision for doubtful receivables was nil.
|
j) |
Inventories:
Inventories consist of consumable lubricants and bunkers, which are stated at the lower of cost or net realizable value following the adoption of ASU 2015-11, effective January 1, 2017, which simplified the subsequent measurement of inventory by replacing the lower of cost or market test with a lower of cost and net realizable value test. Cost is determined by the first in, first out method. The adoption of this Update, did not have a material effect in Company’s consolidated financial position and performance.
|
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. Any subsequent expenditure, when it does not extend the useful life of the vessel, increase the earning capacity or improve the efficiency or safety of the vessel, is expensed as incurred.
|
2. |
Significant Accounting policies - (continued):
|
l) |
Advances for vessels under construction:
Advances made to shipyards during construction periods 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, capitalized interest and other expenses directly related to the construction of the vessel or the preparation of the vessel for its initial voyage. Financing costs incurred during the construction period of the vessels are also capitalized and included in the vessels’ cost.
|
m) |
Fair value of above/below market acquired time charter:
The Company values any asset or liability arising from the market value of the time charters assumed when a vessel is acquired. The value of above or below market acquired time charters is determined by comparing the existing charter rates in the acquired time charter agreements with the market rates for equivalent time charter agreements prevailing at the time the foregoing vessels are delivered. 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 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 and certain identifiable intangibles held and used 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 undiscounted 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. Measurement of the impairment loss is based on the 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.
|
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.
|
p) |
Financing costs:
Fees paid to lenders or required to be paid to third parties on the lenders’ behalf for obtaining new loans, senior notes or for refinancing or amending existing loans, are required to be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than as a deferred finance charges asset. 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
.
|
q) |
Debt Modifications and extinguishments:
The Company follows the provisions of ASC 470-50, “Modifications and Extinguishments” to account for all modifications or extinguishments of debt instruments, except debt that is extinguished through a troubled debt restructuring (see Subtopic 470-60) or a conversion of debt to equity securities of the debtor pursuant to conversion privileges provided in terms of the debt at issuance (see Subtopic 470-20). This subtopic also provides guidance on whether an exchange of debt instruments with the same creditor constitutes an extinguishment and whether a modification of a debt instrument should be accounted for in the same manner as an extinguishment. In circumstances where an exchange of debt instruments or a modification of a debt instrument does not result in extinguishment accounting, this Subtopic provides guidance on the appropriate accounting treatment.
|
2. |
Significant Accounting policies - (continued):
|
r) |
Stock incentive plan awards:
Stock based compensation represents the cost of shares and share options granted to employees 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 stock 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. Guidance related to stock compensation describes two generally accepted methods of recognizing expense for non-vested share awards with a graded vesting schedule for financial reporting purposes: 1) the “accelerated method’’, which treats an award with multiple vesting dates as multiple awards and results in a front-loading of the costs of the award and 2) the “straight-line method’’ which treats such awards as a single award and results in recognition of the cost ratably over the entire vesting period. 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 method.
|
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 generates its revenues from charterers for the charterhire of its vessels under time charter agreements, where a contract is entered into for the use of a vessel for a specific period of time and a specified daily charterhire rate, or voyage charter agreements, where a contract is made in the spot market for the use of a vessel for a specific voyage at a specified freight rate per ton.
|
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 18).
|
v) |
Earnings/ (loss) per share:
Earnings or loss per share are computed in accordance with guidance related to Earnings 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 by 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 stock 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 13).
|
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 Operating 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) |
Accounting for leases:
Leases of assets under which substantially all the risks and rewards of ownership are effectively retained by the lessor are classified as operating leases. Lease payments under an operating lease are recognized as an expense on a straight-line method over the lease term. As of December 31, 2016, the Company held no operating lease arrangements acting as lessee other than its office leases and an operating lease arrangement for one Supramax vessel (Note 5). As of December 31, 2017, other than the office leases, the Company was the lessee under operating lease arrangements regarding certain chartered-in vessels (Note 16).
|
2. |
Significant Accounting policies - (continued):
|
y) |
Derivatives:
|
2. |
Significant Accounting policies - (continued):
|
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.
|
2. |
Significant Accounting policies - (continued):
|
aa) |
Recent accounting pronouncements – not yet adopted:
|
2. |
Significant Accounting policies - (continued):
|
3.
|
Transactions with Related Parties:
|
Balance Sheet
|
||||||||
December 31,
2016
|
December 31,
2017
|
|||||||
Due from related parties
|
||||||||
Oceanbulk Maritime S.A. and its affiliates (d)
|
$
|
922
|
$
|
107
|
||||
Sydelle Marine Limited (h)
|
-
|
44
|
||||||
Starocean Manning Philipines Inc. (i)
|
-
|
80
|
||||||
Due from related parties
|
$
|
922
|
$
|
231
|
||||
Due to related parties
|
||||||||
Oceanbulk Maritime S.A. and its affiliates (d)
|
$
|
26
|
-
|
|||||
Management and Directors Fees (b)
|
323
|
229
|
||||||
Managed Vessels of Oceanbulk Shipping LLC
|
7
|
-
|
||||||
Due to related parties
|
$
|
356
|
$
|
229
|
Statements of Operations
|
||||||||||||
2015
|
2016
|
2017
|
||||||||||
Voyage expenses-Interchart (a)
|
$
|
(3,350
|
)
|
$
|
(3,300
|
)
|
$
|
(3,300
|
)
|
|||
Executive directors consultancy fees (b)
|
(633
|
)
|
(496
|
)
|
(493
|
)
|
||||||
Non-executive directors compensation (b)
|
(160
|
)
|
(148
|
)
|
(145
|
)
|
||||||
Office rent - Combine Marine Ltd. & Alma Properties (c)
|
(35
|
)
|
(34
|
)
|
(39
|
)
|
||||||
Sydelle Marine Limited (h)
|
-
|
-
|
(329
|
)
|
||||||||
Management fee expense - Maryville Maritime Inc. (g)
|
(451
|
)
|
-
|
-
|
||||||||
Interest on Excel Vessel Bridge Facility (f)
|
(220
|
)
|
-
|
-
|
a) |
Interchart Shipping Inc. or Interchart:
On February 25, 2014, the Company acquired 33% of the total outstanding common stock of Interchart for total consideration of $200 in cash and 4,520 of the Company’s common shares. The common shares were issued on April 1, 2014, and the fair value per share of $72.55 was determined by reference to the per share closing price of the Company’s common shares on the issuance date. The ownership interest was purchased from an entity affiliated with family members of Company’s Chief Executive Officer. This investment is accounted for as an equity method investment.
|
b) |
Management and Directors Fees:
The Company has entered into 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, these entities are entitled to receive an annual discretionary bonus, as determined by the Company’s Board of Directors in its sole discretion. Pursuant to these agreements, the Company is required to pay an aggregate base fee of $490 per year (this amount includes certain fees determined in Euros), using the exchange rate as of December 31, 2017, which was $1.20 per euro).
|
3.
|
Transactions with Related Parties - (continued):
|
c) |
Office rent:
On January 1, 2012, Starbulk S.A., entered into a one year 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 Mr. Petros Pappas, the Company’s current Chief Executive Officer. The lease agreement provides for a monthly rental of €2,500 (approximately $3.0, using the exchange rate as of December 31, 2017, which was $1.20 per euro). On January 1, 2013, the agreement was renewed, and, unless terminated by either party, it will expire in January 2024. The related rent expense for the years ended December 31, 2015, 2016 and 2017 was $35, $34 and $35, respectively, and is included under “General and administrative expenses” in the accompanying consolidated statements of operations.
|
d) |
Oceanbulk Maritime S.A.:
Oceanbulk Maritime S.A. (“Oceanbulk Maritime”) is a ship management company controlled by Mrs. Milena-Maria Pappas.
|
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.
|
3.
|
Transactions with Related Parties - (continued):
|
f) |
Excel Transactions:
On August 19, 2014, the Company entered into definitive agreements with Excel Maritime Carriers Ltd. (“Excel”) to acquire 34 operating dry bulk vessels ( the “Excel Vessels”). As part of this transaction, the Company entered into a $231,000 secured bridge loan facility (the “Excel Vessel Bridge Facility”) provided to the Company by Excel’s majority equity holders, which were entities affiliated with Oaktree and entities affiliated with Angelo, Gordon & Co. (“Angelo, Gordon”). The principal shareholders of Excel were Oaktree and Angelo Gordon Due to Oaktree’s relationship with the Company and the relationship of Oaktree to Excel, the Company concluded that the Excel Transactions, including the acquisition of the Excel Vessels and the conclusion of the Excel Vessel Bridge Facility, should be treated as related party transactions for purposes of its financial statements presentation and disclosure. The Excel Vessel Bridge Facility was fully repaid in January 2015. Interest expense incurred for the year ended December 31, 2015, was $220.
|
g) |
Management agreement with Maryville Maritime Inc.:
Three of the Excel Vessels (
Star Martha
,
Star Pauline
and
Star Despoina
, which were acquired with attached time charters, were managed by Maryville Maritime Inc. (“Maryville”), a subsidiary of Excel from the date of their delivery to the Company up to the expiration of their attached time charters. As described in Note 3(f) above, due to Oaktree’s relationship with Excel, the Company concluded that the management agreement with Maryville should be treated as a related party transaction for purposes of its financial statements presentation and disclosure. Maryville managed two of the vessels until August 2015 and one until November 2015, when each of their existing time charters expired. The Company paid Maryville a monthly fee of $17.5 per vessel. Total management fee expense to Maryville for the year ended December 31, 2015 was $451 and is included in “Management fees” in the relevant accompanying consolidated statement of operations.
|
h) |
Sydelle profit sharing agreement:
In April 2017, Sydelle Marine Limited (“Sydelle”), a company controlled by members of the family of Mr. Petros Pappas, entered into a pooling agreement (the “Sydelle Agreement”) with the Company’s fully owned subsidiary Domus Shipping LLC, owner of the vessel
Star Ariadne,
whereby the net revenues of
Star Ariadne
and the vessel owned by Sydelle, will be equally split between the two companies. Pursuant to the Sydelle Agreement, the pool adjustment for the year ended December 31, 2017 was ($329), which is recorded in “Voyage revenues” in the relevant accompanying consolidated statement of operations. As of December 31, 2017, the Company had an outstanding receivable amount of $44 in connection with the Sydelle Agreement.
|
i) |
StarOcean Manning Philippines Inc.:
The Company has 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, 2017 stands at $21 and is included in “Other Current Assets” in the relevant accompanying consolidated balance sheet. As of December 31, 2017 the Company has an outstanding receivable of $80 from Starocean relating to advances paid for working capital purposes.
|
4.
|
Inventories:
|
December 31,
2016
|
December 31,
2017
|
|||||||
Lubricants
|
$
|
6,629
|
$
|
7,604
|
||||
Bunkers
|
7,905
|
11,741
|
||||||
Total
|
$
|
14,534
|
$
|
19,345
|
5.
|
Vessels and other fixed assets, net:
|
December 31,
2016
|
December 31,
2017
|
|||||||
Cost
|
||||||||
Vessels
|
$
|
2,037,737
|
$
|
2,184,841
|
||||
Other fixed assets
|
1,898
|
2,015
|
||||||
Total cost
|
2,039,635
|
2,186,856
|
||||||
Accumulated depreciation
|
(332,426
|
)
|
(411,775
|
)
|
||||
Vessels and other fixed assets, net
|
$
|
1,707,209
|
$
|
1,775,081
|
(i) |
On January 8, 2015, the Company took delivery of the vessel
Indomitable
(ex-HN 5016), for which it had previously made a payment of $34,942 in December 2014. To partially finance the delivery installment of the
Indomitable
, the Company drew down $32,480 under a facility with BNP Paribas (the “BNP $32,480 Facility”. The Company agreed to sell this vessel in December 2015. The vessel was delivered to its purchasers in April 2016 and the BNP $32,480 Facility was fully repaid.
|
(ii) |
On February 27, 2015, the Company took delivery of the vessels
Honey Badger
(ex-HN 164) and
Wolverine
(ex-HN 165), for which the Company paid delivery installments of $19,422 each. On March 13, 2015, the Company drew down $38,162 for the financing of both the
Honey Badger
and the
Wolverine
under the Sinosure Facility (Note 8).
|
(iii) |
On March 25, March 31, April 7, and June 26, 2015, the Company took delivery of the Ultramax vessels
Idee Fixe
(ex-HN 1063),
Roberta
(ex-HN 1061),
Laura
(ex-HN 1062) and
Kaley
(ex-HN1064), respectively, which are all subject to separate bareboat charter agreements with Jiangsu Yangzijiang Shipbuilding Co. Ltd. (“New Yangzijiang”). As further described below, the Company accounts for these bareboat charter agreements as capital leases.
|
(iv) |
On April 2, 2015, the Company took delivery of the Newcastlemax vessel
Gargantua
(ex-HN 166). On July 15, 2015, the Company took delivery of the Newcastlemax vessels
Goliath
(ex-HN 167) and
Maharaj
(ex-HN 184). The delivery installments of $113,046 in aggregate for the respective vessels, were partially financed by $93,000 drawn down under the DNB-SEB-CEXIM $227,500 Facility (Note 8).
|
(v) |
On May 27, 2015, the Company took delivery of the Capesize vessel
Deep Blue
(ex-HN 5017). The delivery installment of $34,982 was partially financed by $28,680 drawn under a facility with DVB Bank SE (the “DVB $31,000 Deep Blue Facility”). The Company agreed to sell this vessel in late 2015. The vessel was delivered to its purchasers in March 2016 and the DVB $31,000 Deep Blue Facility was fully repaid.
|
(vi) |
On July 22, 2015 and on August 7, 2015, the Company took delivery of the Ultramax vessels
Star Aquarius
(ex-HN 5040) and
Star
Pisces (ex-HN5043). The delivery installments of $20,359 and $20,351, respectively, were partially financed by $15,237 drawn for each vessel, under the NIBC $32,000 Facility (Note 8) for each vessel.
|
(vii) |
On October 9, 2015, the Company took delivery of the Ultramax vessel
Star Antares
(ex-HN 196). The delivery installment of $19,770 was partially financed by $16,738 drawn under the Sinosure Facility (Note 8).
|
5.
|
Vessels and other fixed assets, net - (continued):
|
(i) |
On January 6, 2016, the Company took delivery of the vessel
Star Lutas
(ex-HN NE 197). The delivery installment of $19,770 was partially financed by $14,813 drawn down under the Sinosure Facility (Note 8).
|
(ii) |
On January 8, 2016, the Company took delivery of the vessel
Kennadi
(ex-HN 1080). The delivery installment of $21,229 was partially financed by $14,478 drawn down under the Sinosure Facility (Note 8).
|
(iii) |
On February 26, 2016, the Company took delivery of the vessel
Star Poseidon
(ex-HN NE 198). The delivery installment of $33,390 was partially financed by $23,400 drawn down under the DNB–SEB–CEXIM $227,500 Facility (Note 8).
|
(iv) |
On March 2, 2016, the Company took delivery of the vessel
Mackenzie
(ex-HN 1081). The delivery installment of $18,221 was partially financed by $12,720 drawn down under the Sinosure Facility (Note 8).
|
(v) |
On March 11, 2016 and June 6, 2016, the Company took delivery of the vessels
Star Marisa
(ex-HN 1359) and
Star Libra
(ex-HN 1372), which are each subject to a separate bareboat charter agreement with CSSC (Hong Kong) Shipping Company Limited (“CSSC”). Each of these bareboat charter agreements is accounted for in the Company’s consolidated financial statements as a capital lease, as further described below.
|
5.
|
Vessels and other fixed assets, net - (continued):
|
(i) |
On March 1, 2017 and March 28, 2017, the Company took delivery of the Newcastlemax vessel
Star Virgo
(ex-HN 1371) and
Star Ariadne
(ex-HN 1360), respectively , which
,
as further described below,
are financed under bareboat charters from CSSC, which is accounted for as a capital leases.
|
(ii) |
On March 2, 2017, the Company entered into agreements to acquire two modern Kamsarmax dry bulk vessels from a third party for $15,150 each. 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.
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 (
Note 8).
|
(iii) |
On June 2, 2017, the Company entered into an agreement to acquire
Diva
,
a Supramax vessel with carrying capacity of 56,582 deadweight tons, built at Jiangsu Hantong Ship Heavy Industry co Ltd China in 2011, for a purchase price of $10,500. The vessel was delivered to the Company on July 24, 2017
and replaced the sold vessel
Star Eleonora
, as a pledged vessel
under the DNB $120,000
Facility (Note 8).
|
(iv) |
On October 25, 2017, the Company entered into an agreement to acquire
Star Triumph
, a Capesize vessel with carrying capacity of 176,343 deadweight tons, built at Universal Shipbuilding Shipyard, Japan in 2004, for a purchase price of $14,200. The vessel was delivered to the Company on December 8, 2017
and replaced the sold vessel
Star Vanessa
, as a pledged vessel
under the Deutsche Bank AG $39,000 Facility (Note 8).
|
5.
|
Vessels and other fixed assets, net - (continued):
|
5.
|
Vessels and other fixed assets, net - (continued):
|
Twelve month periods ending
|
Amount
|
|||
December 31, 2018
|
$
|
28,901
|
||
December 31, 2019
|
31,836
|
|||
December 31, 2020
|
32,742
|
|||
December 31, 2021
|
32,552
|
|||
December 31, 2022
|
32,118
|
|||
December 31, 2023 and thereafter
|
146,707
|
|||
Total capital lease minimum payments
|
$
|
304,856
|
||
Unamortized debt issuance costs
|
35
|
|||
Total lease commitments, net
|
$
|
304,821
|
||
Excluding bareboat interest
|
74,732
|
|||
Lease commitments – current portion
|
15,348
|
|||
Lease commitments – non-current portion
|
214,741
|
5.
|
Vessels and other fixed assets, net - (continued):
|
6.
|
Advances for vessels under construction and acquisition of vessels:
|
December 31,
2016
|
December 31,
2017
|
|||||||
Pre-delivery yard installments and Fair value adjustment
|
$
|
32,602
|
$
|
30,402
|
||||
Bareboat capital leases – upfront hire & handling fees
|
25,272
|
10,460
|
||||||
Capitalized interest and finance costs
|
4,966
|
4,753
|
||||||
Other capitalized costs
|
1,730
|
2,959
|
||||||
Total
|
$
|
64,570
|
$
|
48,574
|
6.
|
Advances for vessels under construction and acquisition of vessels - (continued):
|
7.
|
Fair value of Above Market Acquired Time Charters:
|
8.
|
Long-term debt:
|
a) |
Commerzbank $120,000 Facility:
|
8.
|
Long-term debt - (continued):
|
b) |
Commerzbank $26,000 Facility:
|
8.
|
Long-term debt - (continued):
|
c) |
Credit Agricole $70,000 Facility:
|
d) |
HSH Nordbank AG $64,500 Facility:
|
d) |
HSH Nordbank AG $64,500 Facility – (continued):
|
8.
|
Long-term debt - (continued):
|
e) |
HSH Nordbank AG $35,000 Facility:
|
f) |
Deutsche Bank AG $39,000 Facility:
|
8.
|
Long-term debt - (continued):
|
g) |
ABN $87,458 Facility
|
h) |
Deutsche Bank $85,000 Facility
|
8.
|
Long-term debt - (continued):
|
i) |
HSBC $86,600 Facility
|
j) |
NIBC $32,000 Facility:
|
k) |
DVB $24,750 Facility:
|
8.
|
Long-term debt - (continued):
|
l) |
Sinosure Facility:
|
m) |
Citi Facility:
|
8.
|
Long-term debt - (continued):
|
n) |
Heron Vessels Facility:
|
o) |
DNB $120,000 Facility:
|
8.
|
Long-term debt - (continued):
|
p) |
DNB–SEB–CEXIM $227,500 Facility:
|
q) |
ABN
AMRO Bank
N.V. $30,844 Facility:
On June 23, 2017, the Company executed a loan agreement with ABN AMRO Bank N.V. for an aggregate principal amount of $30,844, available in two tranches, as follows:
|
i. |
Tranche A, with a principal amount of $16,000, was drawn down on June 27, 2017 to partially finance the acquisition of
Star Charis
and
Star Suzanna
, (Note 5) and is secured by a first priority mortgage over the financed vessels. This tranche matures in June 2022 and is repayable in 20 quarterly installments, commencing in September 2017, the first four of which are $1,000 and the remaining 16 of which are $360, and a final balloon payment of $6,240, payable together with the last installment.
|
ii. |
Tranche B, with a principal amount of $14,844, was drawn down on July 7, 2017 to refinance the outstanding debt under the Heron Vessels Facility, as described above. Tranche B is secured by
Star Angelina
and
Star Gwyneth
. This tranche matures in July 2022 and is repayable in 17 equal quarterly installments of $640, commencing in July 2018, and a final balloon payment of $3,964, payable together with the last installment.
|
r) |
Redemption of the 8.00% 2019 Notes:
|
8.
|
Long-term debt - (continued):
|
s) |
Issuance
of 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 2022 (the “2022 Notes”). The 2022 Notes will mature on November 15, 2022. The 2022 Notes are not guaranteed by any of the Company’s subsidiaries and bear 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 Company may redeem the 2022 Notes at its option, in whole or in part, at any time after May 15, 2019, at a redemption price equal to 100% of the principal amount of the 2022 Notes to be redeemed plus accrued and unpaid interest. Prior to May 15, 2019, the Company may redeem the 2022 Notes, in whole or in part, at a price equal to 100% of the principal amount plus a make-whole premium and accrued interest to the date of redemption. In addition, the Company may redeem the 2022 Notes in whole, but not in part, at any time at its option, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if certain events occur involving changes in taxation.
|
· |
pay dividends if there is an event of default under the Company’s credit facilities or the Deferred Amounts have not been repaid in full;
|
· |
incur additional indebtedness, including the issuance of guarantees, refinance or prepay any indebtedness, unless certain conditions exist;
|
8.
|
Long-term debt - (continued):
|
· |
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.
|
· |
a minimum percentage of aggregate vessel value to secured loans (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.
|
Twelve month periods ending
|
Amount
|
|||
December 31, 2018
|
$
|
173,958
|
||
December 31, 2019
|
268,745
|
|||
December 31, 2020
|
75,665
|
|||
December 31, 2021
|
132,152
|
|||
December 31, 2022
|
57,880
|
|||
December 31, 2023 and thereafter
|
47,814
|
|||
Total Long term debt
|
$
|
756,214
|
||
Unamortized debt issuance costs
|
7,119
|
|||
Total Long term debt, net
|
$
|
749,095
|
||
Current portion of long term debt
|
173,958
|
|||
Long term debt, net
|
575,137
|
8.
|
Long-term debt - (continued):
|
2015
|
2016
|
2017
|
||||||||||
Interest on long term debt and capital leases
|
$
|
35,969
|
$
|
40,449
|
$
|
48,814
|
||||||
Less: Interest capitalized
|
(12,079
|
)
|
(3,940
|
)
|
(2,423
|
)
|
||||||
Reclassification adjustments of interest rate swap loss transferred to Interest and finance costs from Other Comprehensive Income (Note 18)
|
2,416
|
1,252
|
852
|
|||||||||
Amortization of debt issuance costs
|
2,732
|
2,855
|
2,660
|
|||||||||
Other bank and finance charges
|
623
|
601
|
555
|
|||||||||
Interest and finance costs
|
$
|
29,661
|
$
|
41,217
|
$
|
50,458
|
9.
|
Preferred, Common Stock and Additional paid in capital:
|
9.
|
Preferred, Common Stock and Additional paid in capital - (continued):
|
10.
|
Other operational gain:
|
11.
|
Management fees:
|
12.
|
Equity Incentive Plans:
|
· |
Option type:
Bermudan call option
|
· |
Grant Date:
April 13, 2015
|
· |
Expected term:
Given the absence of expected dividend payments (described below), the Company expects that it is optimal for the holders of the granted options to avoid early exercise of the options. As a result, the Company assumes that the expected term of the options is their contractual term (i.e. five years from the grant date).
|
· |
Expected volatility:
The Company used the historical volatility of the common shares to estimate the volatility of the price of the shares underlying the share option awards. The final expected volatility estimate, which is based on historical volatility for the two years preceding the grant date, was 59.274%.
|
· |
Expected dividends:
The Company does not currently pay any dividends to its shareholders, and the Company’s loan agreements contain restrictions and limitations on dividend payments. Based on the foregoing, the outstanding newbuilding orderbook of the Company and the market conditions prevailing in the dry bulk industry at the time of valuation, the Company’s management determined that for purposes of this calculation the Company is not expected to pay dividends before the expiration of the share options.
|
· |
Dilution adjustment:
Compared to the number of common shares outstanding, the Company’s management considers the overall number of shares covered by the options as immaterial, and no dilution adjustment was incorporated in the valuation model.
|
12.
|
Equity Incentive Plans - (continued):
|
· |
Risk-free rate:
The Company has elected to employ the risk-free yield-to-maturity rate to match the expected term of the options (which as explained above is expected to be five years from the grant date). As of the grant date, the yield-to-maturity rate of five-year U.S. Government bonds was approximately 1.3%.
|
12.
|
Equity Incentive Plans - (continued):
|
Number of
shares
|
Weighted Average
Grant Date Fair
Value
|
|||||||
Unvested as at January 1, 2015
|
78,833
|
$
|
54.30
|
|||||
Granted
|
135,230
|
17.75
|
||||||
Vested
|
(78,833
|
)
|
54.30
|
|||||
Unvested as at December 31, 2015
|
135,230
|
$
|
17.75
|
|||||
Unvested as at January 1, 2016
|
135,230
|
$
|
17.75
|
|||||
Granted
|
1,035,000
|
4.15
|
||||||
Cancelled
|
(1,685
|
)
|
17.75
|
|||||
Vested
|
(783,545
|
)
|
6.14
|
|||||
Unvested as at December 31, 2016
|
385,000
|
$
|
4.82
|
|||||
Unvested as at January 1, 2017
|
385,000
|
$
|
4.82
|
|||||
Granted
|
944,000
|
9.59
|
||||||
Vested
|
(1,049,000
|
)
|
8.24
|
|||||
Unvested as at December 31, 2017
|
280,000
|
$
|
8.09
|
Options
|
Number of
options
|
Weighted average
exercise price
|
Weighted Average
Grant Date Fair Value
|
|||||||||
Outstanding at January 1, 2015
|
-
|
$
|
-
|
$
|
-
|
|||||||
Granted
|
104,250
|
27.5
|
7.0605
|
|||||||||
Vested
|
-
|
-
|
-
|
|||||||||
Outstanding as of December 31, 2015
|
104,250
|
$
|
27.5
|
$
|
7.0605
|
|||||||
Options
|
Number of
options
|
Weighted average
exercise price
|
Weighted Average
Grant Date Fair Value
|
|||||||||
Outstanding at January 1, 2016
|
104,250
|
$
|
27.5
|
$
|
7.0605
|
|||||||
Granted
|
-
|
-
|
-
|
|||||||||
Vested
|
-
|
-
|
-
|
|||||||||
Outstanding as of December 31, 2016
|
104,250
|
$
|
27.5
|
$
|
7.0605
|
|||||||
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 December 31, 2017
|
104,250
|
$
|
27.5
|
$
|
7.0605
|
|
Year ended December 31,
|
|||||||||||
|
2015
|
2016
|
2017
|
|||||||||
Income / (Loss) :
|
||||||||||||
Net income / (loss)
|
$
|
(458,177
|
)
|
$
|
(154,228
|
)
|
$
|
(9,771
|
)
|
|||
|
||||||||||||
Basic earnings / (loss) per share:
|
||||||||||||
Weighted average common shares outstanding, basic
|
39,124,673
|
47,574,454
|
63,034,394
|
|||||||||
Basic earnings / (loss) per share
|
$
|
(11.71
|
)
|
$
|
(3.24
|
)
|
$
|
(0.16
|
)
|
|||
|
||||||||||||
Effect of dilutive securities:
|
||||||||||||
Dillutive effect of non vested shares
|
-
|
-
|
-
|
|||||||||
Weighted average common shares outstanding, diluted
|
39,124,673
|
47,574,454
|
63,034,394
|
|||||||||
|
||||||||||||
Diluted earnings / (loss) per share
|
$
|
(11.71
|
)
|
$
|
(3.24
|
)
|
$
|
(0.16
|
)
|
14.
|
Accrued liabilities:
|
2016
|
2017
|
|||||||
Audit fees
|
$
|
216
|
$
|
243
|
||||
Legal fees
|
117
|
59
|
||||||
Other professional fees
|
7
|
86
|
||||||
Vessel Operating and voyage expenses
|
7,573
|
5,608
|
||||||
Loan interest and financing fees
|
3,539
|
4,287
|
||||||
Income tax
|
267
|
238
|
||||||
Total Accrued Liabilities
|
$
|
11,719
|
$
|
10,521
|
15.
|
Income taxes
|
15.
|
Income taxes - (continued):
|
a) |
Taxation on Marshall Islands Registered Companies and tonnage tax
|
b) |
Taxation on US Source Income – Shipping Income
|
c) |
Taxation on Maltese and Swiss Registered Companies
|
16.
|
Commitments and Contingencies
:
|
a) |
Legal proceedings
|
(ii) |
In March 2013, the Company commenced arbitration proceedings against Hanjin HHIC-Phil Inc., the shipyard that constructed the
Star Polaris
, relating to an engine failure the vessel experienced in Korea. This resulted in 142 off-hire days and the loss of $2,343 in revenues. The Company pursued the compensation for the cost of the repairs and the loss of revenues and following the arbitration hearing in July 2015, the arbitral tribunal issued its partial final award (the “Award”), which found the yard liable for certain aspects of the claim but did not quantify the Award. Following the dismissal of the loss of revenues claim before the High Court of the United Kingdom in the appeal proceedings, a hearing before the arbitral tribunal to quantify the cost of the repairs for which the yard is liable is pending.
|
(iv) |
On October 23, 2014, a purported shareholder (the “Plaintiff”) of the Company filed a derivative and putative class action lawsuit in New York state court against the Company’s Chief Executive Officer, members of its Board of Directors and several of its shareholders and related entities. The Company has been named as a nominal defendant in the lawsuit. The lawsuit alleges that the acquisition of Oceanbulk and purchase of several Excel Vessels were the result of self-dealing by various defendants and that the Company entered into the respective transactions on unfair terms. The lawsuit further alleges that, as a result of these transactions, several defendants’ interests in the Company have increased and that the Plaintiff’s interest in the Company has been diluted. The lawsuit also alleges that the Company’s management has engaged in other conduct that has resulted in corporate waste. The lawsuit seeks cancellation of all shares issued to the defendants in connection with the acquisition of Oceanbulk, unspecified monetary damages, the replacement of some or all members of the Company’s Board of Directors and its Chief Executive Officer, and other relief. The Company believes the claims are completely without merit, and has denied them and defended against them in court. On November 24, 2014, the Company and the other defendants removed the action to the United States District Court for the Southern District of New York. On March 4, 2015, the Company and the other defendants moved to dismiss the complaint. On February 18, 2016, the court granted the Company’s motion to dismiss in full and dismissed the matter. On February 24, 2016, Plaintiff filed a notice of appeal. The appeal was heard before the Court of Appeals for the Second Circuit on December 6, 2016.
I
n April 2017, the Second Circuit dismissed the appeal in all respects and affirmed the first instance judgment. Plaintiff filed a petition for panel rehearing and/or rehearing en banc, which petition was dismissed in June 2017. In September 2017, Plaintiff filed a petition for certiorari in the U.S. Supreme Court seeking review of the Second Circuit’s affirmance of dismissal of the complaint, which petition was denied on November 27, 2017.
|
16.
|
Commitments and Contingencies - (continued):
|
b) |
Other contingencies:
|
c) |
Lease commitments:
|
Twelve month periods ending December 31,
|
||||||||||||||||||||||||||||
+ inflows/ - outflows
|
Total
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023 and
thereafter
|
|||||||||||||||||||||
Future, minimum, non-cancellable charter revenue (1)
|
$
|
62,751
|
$
|
62,751
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||
Future, minimum, charter-in hire payments (2)
|
(3,486
|
)
|
(3,486
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
Office rent
|
(1,751
|
)
|
(353
|
)
|
(279
|
)
|
(274
|
)
|
(276
|
)
|
(281
|
)
|
(288
|
)
|
||||||||||||||
Bareboat commitments charter hire (3)
|
(99,856
|
)
|
(6,907
|
)
|
(7,983
|
)
|
(7,911
|
)
|
(7,837
|
)
|
(8,015
|
)
|
(61,203
|
)
|
||||||||||||||
Total
|
$
|
(42,342
|
)
|
$
|
52,005
|
$
|
(8,262
|
)
|
$
|
(8,185
|
)
|
$
|
(8,113
|
)
|
$
|
(8,296
|
)
|
$
|
(61,491
|
)
|
(1) |
The amounts represent the minimum contractual charter revenues to be generated from the existing, as of December 31, 2017, non-cancellable time and freight 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.
|
(2) |
The amounts represent the Company’s commitments under the existing, as of December 31, 2017, charter-in arrangements (including operating lease and freight agreements) for third party vessels.
|
(3) |
The amounts represent the Company’s commitments under the bareboat lease arrangements representing the charter hire for those vessels that, as of December 31, 2017, are under construction. The bareboat charter hire is comprised of fixed and variable portion, the variable portion is calculated based on the 6-month LIBOR of 1.83707%, and 3-month LIBOR of 1.69428% as of December 31, 2017, whichever is applicable (please refer to Note 5 and Note 6).
|
17.
|
Voyage and Vessel operating expenses:
|
2015
|
2016
|
2017
|
||||||||||
Voyage expenses
|
||||||||||||
Port charges
|
$
|
17,619
|
$
|
30,229
|
$
|
21,060
|
||||||
Bunkers
|
48,535
|
28,121
|
34,997
|
|||||||||
Commissions – third parties
|
2,915
|
2,506
|
3,438
|
|||||||||
Commissions – related parties (Note 3)
|
3,350
|
3,300
|
3,300
|
|||||||||
Miscellaneous
|
458
|
1,665
|
1,887
|
|||||||||
Total voyage expenses
|
$
|
72,877
|
$
|
65,821
|
$
|
64,682
|
||||||
Vessel operating expenses
|
||||||||||||
Crew wages and related costs
|
$
|
65,402
|
$
|
62,920
|
$
|
63,074
|
||||||
Insurances
|
8,026
|
6,124
|
6,314
|
|||||||||
Maintenance, repairs, spares and stores
|
18,577
|
17,194
|
18,589
|
|||||||||
Lubricants
|
8,187
|
6,372
|
7,016
|
|||||||||
Tonnage taxes
|
3,717
|
2,438
|
2,565
|
|||||||||
Upgrading expenses
|
6,205
|
1,784
|
1,925
|
|||||||||
Miscellaneous
|
2,682
|
1,998
|
1,945
|
|||||||||
Total vessel operating expenses
|
$
|
112,796
|
$
|
98,830
|
$
|
101,428
|
18.
|
Fair Value Measurements:
|
18.
|
Fair Value Measurements - (continued):
|
Counterparty
|
Designed as
accounting hedge
|
Inception
|
Expiry
|
Fixed Rate
|
Notional amount
December 31, 2017
|
||||||
Goldman Sachs
|
No
|
October 1, 2014
|
April 1, 2018
|
1.7925
|
%
|
93,180
|
|||||
Goldman Sachs
|
No
|
October 1, 2014
|
April 1, 2018
|
1.8075
|
%
|
93,180
|
|||||
Goldman Sachs
|
No
|
October 1, 2014
|
April 1, 2018
|
2.0675
|
%
|
37,272
|
|||||
Goldman Sachs
|
No
|
October 1, 2014
|
April 1, 2018
|
1.8450
|
%
|
93,180
|
|||||
Goldman Sachs
|
No
|
October 1, 2014
|
April 1, 2018
|
1.8025
|
%
|
55,908
|
|||||
HSH - Star Challenger
|
Yes
|
September 30, 2014
|
September 28, 2018
|
1.7650
|
%
|
6,406
|
|||||
HSH - Star Fighter
|
Yes
|
September 30, 2014
|
September 28, 2018
|
1.7650
|
%
|
6,562
|
|||||
Credit Agricole - Star Borealis
|
Yes
|
November 10, 2014
|
August 9, 2018
|
1.7200
|
%
|
21,015
|
|||||
Credit Agricole - Star Polaris
|
Yes
|
August 11, 2014
|
November 9, 2018
|
1.7050
|
%
|
22,133
|
|||||
Total
|
$
|
428,836
|
18.
|
Fair Value Measurements - (continued):
|
Year ended December 31,
|
||||||||||||
2015
|
2016
|
2017
|
||||||||||
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)
|
$
|
3,443
|
$
|
2,974
|
$
|
2,802
|
||||||
Realized gain/(loss) from the Goldman Sachs Swaps after de-designation of accounting hedging relationship (April 1, 2015)
|
(4,918
|
)
|
(5,048
|
)
|
(2,556
|
)
|
||||||
Write-off of unrealized losses related to forecasted transactions which are no longer considered probable reclassified from other comprehensive income/(loss)
|
(1,793
|
)
|
(42
|
)
|
-
|
|||||||
Ineffective portion of cash flow hedges
|
-
|
-
|
-
|
|||||||||
Total Gain/(loss) on derivative financial instruments, net
|
$
|
(3,268
|
)
|
$
|
(2,116
|
)
|
$
|
246
|
||||
Interest and finance costs
|
||||||||||||
Reclassification adjustments of interest rate swap loss transferred to Interest and finance costs from Other comprehensive income/(loss) (Note 8)
|
(2,416
|
)
|
(1,252
|
)
|
(852
|
)
|
||||||
Total Gain/(loss) recognized
|
$
|
(2,416
|
)
|
$
|
(1,252
|
)
|
$
|
(852
|
)
|
|||
Gain/(loss) on forward freight agreements and bunker swaps
|
||||||||||||
Realized gain/(loss) on forward freight agreements
|
-
|
370
|
(877
|
)
|
||||||||
Unrealized gain/(loss) on forward freight agreements
|
-
|
41
|
(24
|
)
|
||||||||
Unrealized gain/(loss) on bunker swaps
|
-
|
-
|
60
|
|||||||||
Total Gain/(loss) recognized
|
$
|
-
|
$
|
411
|
$
|
(841
|
)
|
Significant Other Observable Inputs (Level 2)
|
||||||||||||||||
December 31, 2016
|
December 31, 2017
|
|||||||||||||||
(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
|
$
|
41
|
-
|
$
|
17
|
-
|
||||||||||
Bunker swaps - asset position
|
-
|
-
|
60
|
-
|
||||||||||||
Total
|
$
|
41
|
$
|
-
|
$
|
77
|
$
|
-
|
||||||||
LIABILITIES
|
||||||||||||||||
Forward freight agreements - liability position
|
$
|
-
|
-
|
$
|
-
|
-
|
||||||||||
Interest rate swaps - liability position
|
2,908
|
437
|
609
|
16
|
||||||||||||
Total
|
$
|
2,908
|
437
|
$
|
609
|
16
|
18.
|
Fair Value Measurements - (continued):
|
(i) |
$17,815 relates to sold operating vessels that had been delivered to their purchasers as of December 31, 2015 or bareboat vessels that were reassigned to their owners during the year. The carrying value of these vessels was written down to the fair value as determined by reference to their agreed sale (or reassignment) prices less costs of sale.
|
(ii) |
$201,585 relates to sold operating vessels and newbuildings in 2015 or in early 2016 that had not been delivered to their purchasers as of December 31, 2015. The carrying value of these vessels was written down to the fair value as determined by reference to their agreed sale prices less costs of sale.
|
(iii) |
$102,578 relates to certain other operating vessels and newbuildings. Pursuant to its impairment analysis as at December 31, 2015, the Company estimated that these operating vessels and newbuildings would have future undiscounted projected operating cash flows to be earned over their operating life less than their carrying value. In estimating the projected cash flows for these vessels, the Company took into consideration the possibility of their sale, to the extent that attractive sale prices are attainable. The carrying value of these vessels was written down to the fair value as determined by reference to the vessel valuations of independent shipbrokers (as of mid to late December 2015).
|
Fair Value Measurements Using
|
||||||||||||||||
Long-lived assets held and used
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
Impairment
loss
|
Impairment
loss
|
||||||||||||
Vessels, net
|
$
|
—
|
$
|
259,775
|
$
|
—
|
$
|
145,631
|
||||||||
Advances for vessels under construction
|
—
|
36,152
|
—
|
158,532
|
||||||||||||
TOTAL
|
$
|
—
|
$
|
295,927
|
$
|
—
|
$
|
304,163
|
18.
|
Fair Value Measurements - (continued):
|
Long-lived assets held and used
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
Impairment
loss
|
Impairment
loss
|
||||||||||||
Vessels, net
|
$
|
—
|
$
|
12,700
|
$
|
—
|
$
|
10,684
|
||||||||
TOTAL
|
$
|
—
|
$
|
12,700
|
$
|
—
|
$
|
10,684
|
19.
|
Subsequent Events:
|
· |
In January, 2018, the Company took delivery of the Newcastlemax vessel
Star Eleni
(ex HN 1342), which, was financed under a bareboat charter accounted for as a capital lease, from CSSC (Hong Kong) Shipping Company Limited, as described in Note 6.
|
· |
In January 2018, the Company received a committed term sheet from a major commercial banking institution for the refinancing of the outstanding balance of the loan agreement with Commerzbank. The completion of the transaction is subject to customary definitive documentation, and the Company expects the refinancing to be completed in April 2018.
|
· |
In February 2018, the Company received a committed term sheet from ABN Amro N.V for the refinancing of the balloon installments of ABN $87,458 Facility. The completion of the transaction is subject to customary definitive documentation and the Company expects the refinancing to be completed in December 2018.
|
· |
As described in Note 8 above, in February 2018, the Company paid $35,632 to all parties under its Supplemental Agreements, representing the excess cash resulted from the excess cash mechanism as of December 31, 2017.
|
· |
On February 27, 2018, Company’s Board of Directors adopted the 2018 Equity Incentive Plan (the “2018 Plan”) and reserved for issuance 700,000 common shares thereunder. The terms and conditions of the 2018 Plan are substantially similar to the terms and conditions of the Company’s previous equity incentive plans. On the same date, 396,500 restricted common shares were granted to certain of the Company’s directors and officers of which 253,500 restricted common shares vest on August 27, 2018, 71,500 restricted common shares vest on February 27, 2019 and the remaining 71,500 restricted common shares vest on February 27, 2021. The fair value of each share was $12.36, based on the closing price of the Company’s common shares on February 26, 2018.
|
1.
|
Registration Statement (Form F-3 No. 333-219381) of Star Bulk Carriers Corp.; and
|
2.
|
Registration Statement (Form S-8 No. 333-176922) of Star Bulk Carriers Corp.
|