STAR BULK CARRIERS CORP.
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
Unaudited Consolidated Balance Sheets as of December 31, 2022 and September 30, 2023 | F-2 |
Unaudited Interim Condensed Consolidated Income Statements for the nine-month periods ended September 30, 2022 and 2023 | F-3 |
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income/(Loss) for the nine-month periods ended September 30, 2022 and 2023 | F-4 |
Unaudited Interim Condensed Consolidated Statements of Stockholders’ Equity for the nine-month periods ended September 30, 2022 and 2023 | F-5 |
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2022 and 2023 | F-6 |
Notes to Unaudited Interim Condensed Consolidated Financial Statements | F-7 |
STAR BULK CARRIERS CORP.
Unaudited Consolidated Balance Sheets
As of December 31, 2022 and September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| | December 31, 2022 | | | September 30, 2023 | |
ASSETS | | | | | | |
CURRENT ASSETS | | | | | | |
Cash and cash equivalents | | $ | 269,754 | | | $ | 287,910 | |
Restricted cash, current (Notes 8 and 13) | | | 14,569 | | | | 12,385 | |
Trade accounts receivable, net | | | 84,034 | | | | 67,814 | |
Inventories (Note 4) | | | 67,162 | | | | 75,037 | |
Due from managers | | | 84 | | | | 53 | |
Due from related parties (Note 3) | | | 324 | | | | 41 | |
Prepaid expenses and other receivables | | | 25,667 | | | | 16,662 | |
Derivatives, current asset portion (Note 13) | | | 25,585 | | | | 10,561 | |
Other current assets (Note 14) | | | 14,913 | | | | 24,993 | |
Total Current Assets | | | 502,092 | | | | 495,456 | |
| | | | | | | | |
FIXED ASSETS | | | | | | | | |
Vessels and other fixed assets, net (Note 5) | | | 2,881,551 | | | | 2,637,583 | |
Total Fixed Assets | | | 2,881,551 | | | | 2,637,583 | |
| | | | | | | | |
OTHER NON-CURRENT ASSETS | | | | | | | | |
Long term investment (Note 3) | | | 1,676 | | | | 1,692 | |
Restricted cash, non-current (Notes 8 and 13) | | | 2,021 | | | | 2,021 | |
Operating leases, right-of-use assets (Note 6) | | | 37,618 | | | | 29,704 | |
Derivatives, non-current asset portion (Note 13) | | | 8,666 | | | | 4,841 | |
TOTAL ASSETS | | $ | 3,433,624 | | | $ | 3,171,933 | |
| | | | | | | | |
LIABILITIES & SHAREHOLDERS' EQUITY | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | |
Current portion of long-term bank loans (Note 8) | | $ | 166,586 | | | $ | 164,572 | |
Lease financing short term (Note 7) | | | 15,361 | | | | 2,731 | |
Accounts payable | | | 32,140 | | | | 67,283 | |
Due to managers | | | 6,344 | | | | 8,907 | |
Due to related parties (Note 3) | | | 1,501 | | | | 1,420 | |
Accrued liabilities | | | 33,984 | | | | 27,985 | |
Share repurchase liability, current (Notes 3 and 9) | | | - | | | | 56,475 | |
Operating lease liabilities, current (Note 6) | | | 9,955 | | | | 5,517 | |
Deferred revenue | | | 16,684 | | | | 8,730 | |
Total Current Liabilities | | | 282,555 | | | | 343,620 | |
| | | | | | | | |
NON-CURRENT LIABILITIES | | | | | | | | |
Long-term bank loans, net of current portion and unamortized loan issuance costs of $9,013 and $7,051, as of December 31, 2022 and September 30, 2023, respectively (Note 8) | | | 927,995 | | | | 846,324 | |
Lease financing long term, net of unamortized lease issuance costs of $2,681 and $112, as of December 31, 2022 and September 30, 2023, respectively (Note 7) | | | 175,238 | | | | 15,877 | |
Share repurchase liability, non-current (Notes 3 and 9) | | | - | | | | 128,525 | |
Operating lease liabilities, non-current (Note 6) | | | 27,663 | | | | 24,185 | |
Other non-current liabilities | | | 831 | | | | 836 | |
TOTAL LIABILITIES | | | 1,414,282 | | | | 1,359,367 | |
| | | | | | | | |
COMMITMENTS & CONTINGENCIES (Note 12) | | | | | | | | |
| | | | | | | | |
SHAREHOLDERS' EQUITY | | | | | | | | |
Preferred Shares; $0.01 par value, authorized 25,000,000 shares; none issued or outstanding at December 31, 2022 and September 30, 2023, respectively (Note 9) | | | - | | | | - | |
Common Shares, $0.01 par value, 300,000,000 shares authorized; 102,857,416 shares issued and outstanding as of December 31, 2022; 103,183,510 shares issued and 93,183,510 outstanding (net of treasury shares) as of September 30, 2023 (Note 9) | | | 1,029 | | | | 1,032 | |
Additional paid in capital | | | 2,646,073 | | | | 2,645,601 | |
Treasury shares (nil shares at December 31, 2022 and 10,000,000 shares as of September 30, 2023, respectively) (Notes 3 and 9) | | | - | | | | (185,000 | ) |
Accumulated other comprehensive income/(loss) | | | 20,962 | | | | 5,362 | |
Accumulated deficit | | | (648,722 | ) | | | (654,429 | ) |
Total Shareholders' Equity | | | 2,019,342 | | | | 1,812,566 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | | $ | 3,433,624 | | | $ | 3,171,933 | |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Income Statements
For the nine-month periods ended September 30, 2022 and 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| | Nine months ended September 30, |
| | 2022 | | 2023 |
| | | | | | |
Revenues: | | | | | | |
Voyage revenues (Note 14) | | $ | 1,142,353 | | | $ | 685,808 | |
| | | | | | | | |
Expenses/(Income) | | | | | | | | |
Voyage expenses (Notes 3 ) | | | 212,095 | | | | 186,222 | |
Charter-in hire expenses | | | 17,793 | | | | 13,926 | |
Vessel operating expenses | | | 175,987 | | | | 167,225 | |
Dry docking expenses | | | 29,013 | | | | 30,466 | |
Depreciation (Note 5) | | | 117,024 | | | | 104,549 | |
Management fees (Notes 3) | | | 14,664 | | | | 12,738 | |
General and administrative expenses (Note 3) | | | 44,279 | | | | 36,320 | |
Impairment loss (Notes 5 and 13) | | | - | | | | 7,700 | |
Loss on write-down of inventory | | | 14,901 | | | | 5,565 | |
Other operational loss | | | 1,062 | | | | 609 | |
Other operational gain (Note 5) | | | (6,891 | ) | | | (33,824 | ) |
Loss on bad debt | | | - | | | | 300 | |
(Gain)/Loss on forward freight agreements and bunker swaps, net (Note 13) | | | 3,617 | | | | (6,377 | ) |
Gain on sale of vessels (Note 5) | | | - | | | | (18,833 | ) |
Total operating expenses, net | | | 623,544 | | | | 506,586 | |
Operating income | | | 518,809 | | | | 179,222 | |
| | | | | | | | |
Other Income/ (Expenses): | | | | | | | | |
Interest and finance costs (Note 8) | | | (37,756 | ) | | | (49,789 | ) |
Interest income and other income/(loss) | | | 229 | | | | 10,265 | |
Gain/(Loss) on interest rate swaps, net (Note 13) | | | - | | | | (507 | ) |
Gain/(Loss) on debt extinguishment, net (Note 8) | | | (1,143 | ) | | | (5,177 | ) |
Total other expenses, net | | | (38,670 | ) | | | (45,208 | ) |
| | | | | | | | |
Income before taxes and equity in income/(loss) of investee | | $ | 480,139 | | | $ | 134,014 | |
Income taxes | | | (44 | ) | | | (181 | ) |
Income before equity in income/(loss) of investee | | | 480,095 | | | | 133,833 | |
Equity in income / (loss) of investee (Note 3) | | | 108 | | | | 16 | |
Net income | | | 480,203 | | | | 133,849 | |
Earnings per share, basic | | $ | 3.67 | | | $ | 1.31 | |
Earnings per share, diluted | | | 3.66 | | | | 1.30 | |
Weighted average number of shares outstanding, basic (Note 10) | | | 130,715,574 | | | | 102,434,767 | |
Weighted average number of shares outstanding, diluted (Note 10) | | | 131,141,620 | | | | 102,825,781 | |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income / (Loss)
For the nine-month periods ended September 30, 2022 and 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| | Nine months ended September 30,
|
| | 2022 |
| 2023 |
Net income | | $ | 480,203 | | | $ | 133,849 | |
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 | | | 27,634 | | | | 4,436 | |
Unrealized gain / (loss) from hedging foreign currency forward contracts recognized in Other comprehensive income/(loss) before reclassifications | | | | 20 | |
Less: | | | | | | | | |
Reclassification adjustments of interest rate swap gain/(loss) (Note 13) | | | (4,052 | ) | | | (20,056 | ) |
Other comprehensive income / (loss) | | | 23,582 | | | | (15,600 | ) |
Total comprehensive income | | $ | 503,785 | | | $ | 118,249 | |
| | | | | | | | |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Stockholders’ Equity
For the nine-month periods ended September 30, 2022 and 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| | Common Stock | | | | | | | | | | | | | | | |
| | # of Shares | | | Par Value | | | Additional Paid-in Capital | | | Accumulated Other Comprehensive income/(loss) | | | Accumulated deficit | | | Treasury stock | | | Total Shareholders' Equity | |
BALANCE, January 1, 2022 | | | 102,294,758 | | | $ | 1,023 | | | $ | 2,618,319 | | | $ | 6,933 | | | $ | (546,257 | ) | | $ | - | | | $ | 2,080,018 | |
Net income | | | - | | | | - | | | | - | | | | - | | | | 480,203 | | | | - | | | | 480,203 | |
Other comprehensive income | | | - | | | | - | | | | - | | | | 23,582 | | | | - | | | | - | | | | 23,582 | |
Issuance of vested and non-vested shares and amortization of share-based compensation | | | 528,941 | | | | 5 | | | | 23,383 | | | | - | | | | - | | | | - | | | | 23,388 | |
Equity offering, net | | | 654,690 | | | | 7 | | | | 19,340 | | | | - | | | | - | | | | - | | | | 19,347 | |
Repurchase and cancellation of common shares | | | (790,011 | ) | | | (8 | ) | | | (20,060 | ) | | | - | | | | - | | | | - | | | | (20,068 | ) |
Dividends declared ($5.30 per share) | | | - | | | | - | | | | - | | | | - | | | | (544,907 | ) | | | - | | | | (544,907 | ) |
BALANCE, September 30, 2022 | | | 102,688,378 | | | $ | 1,027 | | | $ | 2,640,982 | | | $ | 30,515 | | | $ | (610,961 | ) | | $ | - | | | $ | 2,061,563 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BALANCE, January 1, 2023 | | | 102,857,416 | | | $ | 1,029 | | | $ | 2,646,073 | | | $ | 20,962 | | | $ | (648,722 | ) | | $ | - | | | $ | 2,019,342 | |
Net income | | | - | | | | - | | | | - | | | | - | | | | 133,849 | | | | - | | | | 133,849 | |
Other comprehensive income / (loss) | | | - | | | | - | | | | - | | | | (15,600 | ) | | | - | | | | - | | | | (15,600 | ) |
Issuance of vested and non-vested shares and amortization of share-based compensation (Note 9) | | | 971,372 | | | | 9 | | | | 12,692 | | | | - | | | | - | | | | - | | | | 12,701 | |
Dividends declared ($1.35 per share) (Note 9) | | | - | | | | - | | | | - | | | | - | | | | (139,556 | ) | | | - | | | | (139,556 | ) |
Cancellation of Songa shares | | | (6,706 | ) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Offering expenses | | | - | | | | - | | | | (114 | ) | | | - | | | | - | | | | - | | | | (114 | ) |
Repurchase and cancellation of common shares (Notes 3 and 9) | | | (638,572 | ) | | | (6 | ) | | | (13,050 | ) | | | - | | | | - | | | | (185,000 | ) | | | (198,056 | ) |
BALANCE, September 30, 2023 | | | 103,183,510 | | | $ | 1,032 | | | $ | 2,645,601 | | | $ | 5,362 | | | $ | (654,429 | ) | | $ | (185,000 | ) | | $ | 1,812,566 | |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
For the nine-month periods ended September 30, 2022 and 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
| | | Nine months ended September 30,
|
| | | 2022 | | | 2023 | |
Cash Flows from Operating Activities: | | | | | | |
Net income | | $ | 480,203 | | | $ | 133,849 | |
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: | | | | | | | | |
Depreciation (Note 5) | | | 117,024 | | | | 104,549 | |
Amortization of debt (loans & leases) issuance costs (Note 8) | | | 3,800 | | | | 2,801 | |
Amortization of operating lease right-of-use assets (Note 6) | | | - | | | | 7,914 | |
Gain/(Loss) on debt extinguishment, net (Note 8) | | | 1,143 | | | | 5,177 | |
Impairment loss (Note 5) | | | - | | | | 7,700 | |
Gain on sale of vessels (Note 5) | | | - | | | | (18,833 | ) |
Loss on bad debt | | | - | | | | 300 | |
Share-based compensation (Note 11) | | | 23,388 | | | | 12,701 | |
Gain from insurance proceeds relating to vessel total loss (Note 5) | | | - | | | | (28,163 | ) |
Loss on write-down of inventory | | | 14,901 | | | | 5,565 | |
Change in fair value of forward freight derivatives and bunker swaps (Note 13) | | | 292 | | | | 2,131 | |
Other non-cash charges | | | (384 | ) | | | 5 | |
Gain on hull and machinery claims | | | - | | | | (200 | ) |
Equity in income / (loss) of investee (Note 3) | | | (108 | ) | | | (16 | ) |
Changes in operating assets and liabilities: | | | | | | | | |
(Increase)/Decrease in: | | | | | | | | |
Trade accounts receivable | | | (9,056 | ) | | | 15,206 | |
Inventories | | | (14,539 | ) | | | (14,601 | ) |
Prepaid expenses and other receivables | | | 5,517 | | | | (3,868 | ) |
Derivatives asset | | | (1,971 | ) | | | 1,118 | |
Due from related parties | | | (623 | ) | | | 283 | |
Due from managers | | | 8,912 | | | | 31 | |
Increase/(Decrease) in: | | | | | | | | |
Accounts payable | | | 16,876 | | | | 32,967 | |
Operating lease liability (Note 6) | | | - | | | | (7,916 | ) |
Due to related parties | | | 4,112 | | | | (81 | ) |
Accrued liabilities | | | 3,421 | | | | (6,055 | ) |
Due to managers | | | 7,303 | | | | 2,563 | |
Deferred revenue | | | (6,649 | ) | | | (7,954 | ) |
Net cash provided by / (used in) Operating Activities | | | 653,562 | | | | 247,173 | |
| | | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | |
Vessel upgrades and other fixed assets (Note 5) | | | (19,269 | ) | | | (12,674 | ) |
Cash proceeds from vessel sales (Note 5) | | | - | | | | 143,078 | |
Cash proceeds from vessel total loss (Note 5) | | | - | | | | 55,000 | |
Hull and machinery insurance proceeds | | | 2,393 | | | | 558 | |
Net cash provided by / (used in) Investing Activities | | | (16,876 | ) | | | 185,962 | |
| | | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | |
Proceeds from bank loans and leases (Notes 7 and 8) | | | 242,000 | | | | 142,000 | |
Loan and lease prepayments and repayments (Notes 7 and 8) | | | (408,398 | ) | | | (402,207 | ) |
Financing and debt extinguishment fees paid (Note 8) | | | (5,140 | ) | | | (4,289 | ) |
Dividends paid (Note 9) | | | (545,140 | ) | | | (139,556 | ) |
Proceeds from issuance of common stock (Note 9) | | | 19,792 | | | | - | |
Offering expenses paid | | | (293 | ) | | | (55 | ) |
Repurchase of common shares (Note 9) | | | (20,068 | ) | | | (13,056 | ) |
Net cash provided by / (used in) Financing Activities | | | (717,247 | ) | | | (417,163 | ) |
| | | | | | | | | |
Net increase/(decrease) in cash and cash equivalents and restricted cash | | | (80,561 | ) | | | 15,972 | |
Cash and cash equivalents and restricted cash at beginning of period | | | 473,271 | | | | 286,344 | |
| | | | | | | | | |
Cash and cash equivalents and restricted cash at end of period | | $ | 392,710 | | | $ | 302,316 | |
SUPPLEMENTAL CASH FLOW INFORMATION: |
| | | | | | | | |
Cash paid during the period for: | | | | | | | | |
Interest | | $ | 35,607 | | | $ | 41,935 | |
Non-cash investing and financing activities: | | | | | | | | |
Vessel upgrades | | | 1,069 | | | | 3,422 | |
Reconciliation of (a) cash and cash equivalents, and restricted cash reported within the consolidated balance sheets to (b) the total amount of such items reported in the statements of cash flows: | |
Cash and cash equivalents | | $ | 375,609 | | | $ | 287,910 | |
Restricted cash, current (Note 8) | | | 15,080 | | | | 12,385 | |
Restricted cash, non-current (Note 8) | | | 2,021 | | | | 2,021 | |
Cash and cash equivalents and restricted cash at end of period shown in the statement of cash flows | | $ | 392,710 | | | $ | 302,316 | |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
1. Basis of Presentation and General Information:
Star Bulk Carriers Corp. (“Star Bulk”) is a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Star Bulk was incorporated in the Marshall Islands on December 13, 2006 and maintains offices in Athens, New York, Limassol, Singapore and Germany. Star Bulk’s common shares trade on the NASDAQ Global Select Market under the ticker symbol “SBLK”.
The unaudited interim condensed consolidated financial statements include the accounts of Star Bulk and its wholly owned subsidiaries (collectively, the “Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for annual financial statements.
These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements for the year ended December 31, 2022 and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the nine-month period ended September 30, 2023 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2023.
The unaudited interim condensed consolidated financial statements presented in this report should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 (the “2022 Annual Report”). The balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements as of that date, but, pursuant to the requirements for interim financial information, does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
Unless otherwise defined herein, capitalized words and expressions used herein shall have the same meanings ascribed to them in the 2022 Annual Report.
While the 2019 Novel Coronavirus (“COVID-19”) pandemic resulted in a significant reduction in global economic activity and extreme volatility in the global financial market, many nations worldwide have significantly eased or eliminated protective measures that were enacted at the outset of the outbreak, or during a resurgence, of COVID-19. For example, in December 2022 the Chinese authorities ended the strict zero COVID-19 policy. Following the economic reopening, the country’s seaborne dry bulk imports have experienced a significant increase throughout the first three quarters of the year that provided support to the market. On the other hand, the relaxation of COVID-19 related inefficiencies resulted in the increase of effective ship supply at a time when western economies are going through a monetary tightening cycle in order to fight inflation, thereby affecting commodities demand. Concurrently, the Company is observing an accumulation of supportive measures from Chinese authorities, that are mostly concentrated on the property sector (e.g. the generous decrease of down-payment ratios for mortgages in key provinces, the decrease of interest rates and the increase of banks liquidity) in order to support the country’s overall economy, a condition that the Company expects to keep dry bulk imports demand at high levels, while imports from the rest of the world, especially from India and the Middle East, are experiencing a rebound. However, there continues to be uncertainty relating to whether and how COVID-19 will further evolve. The emergence of new variants and actions taken by governments or governmental agencies in an attempt to mitigate the spread of COVID-19 in the future could have a material adverse effect on the Company’s future business, results of operations, cash flows, financial condition, the carrying value of the Company’s assets, the fair values of the Company’s vessels, and the Company’s ability to pay dividends.
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
1. Basis of Presentation and General Information-continued:
As of September 30, 2023 and as adjusted for the delivery to the buyers of the vessel agreed to be sold, as further discussed in Note 5 and Note 15, the Company owned a modern fleet of 115 dry bulk vessels consisting of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax vessels with a carrying capacity between 53,489 deadweight tonnage (“dwt”) and 209,529 dwt, a combined carrying capacity of 13.0 million dwt and an average age of 11.5 years. In addition, in October 2023, the Company entered into two firm and two optional shipbuilding contracts with Qingdao Shipyard Co., Ltd. for the construction of four 82,000 dwt Kamsarmax newbuilding vessels as discussed in Note 15.
2. Significant accounting policies and recent accounting pronouncements:
A summary of the Company’s significant accounting policies and recent accounting pronouncements is provided in Note 2 to the Company’s consolidated financial statements included in the 2022 Annual Report. Other than the changes described below, there have been no changes to the Company’s significant accounting policies and recent accounting pronouncements in the nine-month period ended September 30, 2023.
The cost of each of the Company’s vessels is depreciated beginning when the vessel is ready for its intended use, on a straight-line basis over the vessel’s remaining economic useful life, after considering the estimated residual value (vessel’s residual value is equal to the product of its lightweight tonnage and estimated scrap rate per ton).
Effective as of January 1, 2023, following management’s reassessment of the residual value of the Company’s vessels, the Company increased the estimated scrap rate per lightweight ton from $0.3 to $0.4. The current value of $0.4 was based on the historical average demolition prices prevailing in the market in the last 20 years. The change in this accounting estimate, which pursuant to ASC 250 “Accounting Changes and Error Corrections” was applied prospectively and did not require retrospective application, decreased the depreciation expense and increased the net income for the nine-month period ended September 30, 2023 by $11,916 or $0.12 per basic and diluted share.
Foreign currency forward contracts:
When deemed appropriate from a risk management perspective, the Company enters into financial instruments such as forward contracts, to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign currencies. Foreign currency forward contracts are agreements entered into with a bank to exchange, at a specified future date, currencies of different countries at a specific rate. Foreign currency forward contracts are recorded on the Company’s balance sheet as assets or liabilities and are measured at fair value. The valuation of forward contracts is based on Level 2 observable inputs of the fair value hierarchy, such as forward foreign exchange rate curves. The effective portion of the unrealized gains/losses from those contracts that meet the hedge accounting criteria as cash flow hedges, is recorded in Other Comprehensive Income / (Loss). The settlement of these derivatives will result in reclassifications (from accumulated other comprehensive income) to earnings in the period during which the hedged transactions affect earnings. The Company may de-designate these cash flow hedge relationships in advance of the occurrence of the forecasted transaction. The portion of gains or losses on the derivative instrument previously accumulated in other comprehensive income for de-designated hedges remains in accumulated other comprehensive income until the forecasted transaction occurs. The changes in the fair value of derivatives not qualifying for hedge accounting are recognized in earnings. Cash inflows/outflows attributed to foreign currency forward derivative instruments, if any, are reported within cash flows from operating activities in the consolidated statements of cash flows.
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
3. Transactions with Related Parties:
Save for the $185,000 share repurchase transaction presented in the table below and discussed in Note 9, details of the Company’s transactions with related parties did not change in the nine-month period ended September 30, 2023 and are discussed in Note 3 of the Company’s consolidated financial statements for the year ended December 31, 2022, included in the 2022 Annual Report.
Transactions and balances with related parties are analyzed as follows:
Balance Sheets | | | | | | |
| | December 31, 2022 | | | September 30, 2023 | |
Long term investment | | | | | | |
Interchart | | $ | 1,349 | | | $ | 1,340 | |
Starocean | | | 202 | | | | 227 | |
CCL Pool | | | 125 | | | | 125 | |
Long term investment | | $ | 1,676 | | | $ | 1,692 | |
| | | | | | | | |
Due from related parties | | | | | | | | |
Oceanbulk Maritime and its affiliates | | | 287 | | | | - | |
Interchart | | | 3 | | | | 3 | |
Starocean | | | 34 | | | | 34 | |
Product Shipping & Trading S.A. | | | - | | | | 4 | |
Due from related parties | | $ | 324 | | | $ | 41 | |
| | | | | | | | |
Due to related parties | | | | | | | | |
Management and Directors Fees | | $ | 114 | | | $ | 136 | |
Oceanbulk Maritime and its affiliates | | | - | | | | 392 | |
Iblea Ship Management Limited | | | 1,387 | | | | 892 | |
Due to related parties | | $ | 1,501 | | | $ | 1,420 | |
| | | | | | | | |
| | | | | | | | |
Share repurchase liability (Note 9) | | | | | | | | |
Share repurchase liability, current | | | - | | | | 56,475 | |
Share repurchase liability, non-current | | | - | | | | 128,525 | |
Share repurchase from Oaktree | | $ | - | | | $ | 185,000 | |
| | | | | | | | |
Income statements | | | Nine months ended September 30,
|
| | | 2022 | | | | 2023 | |
Voyage expenses: | | | | | | | | |
Voyage expenses-Interchart | | $ | (3,105 | ) | | $ | (3,105 | ) |
General and administrative expenses: | | | | | | | | |
Consultancy fees | | $ | (408 | ) | | $ | (422 | ) |
Directors compensation | | | (136 | ) | | | (157 | ) |
Office rent - Combine Marine Ltd. & Alma Properties | | | (28 | ) | | | (28 | ) |
General and administrative expenses - Oceanbulk Maritime and its affiliates | | | (139 | ) | | | (148 | ) |
Management fees: | | | | | | | | |
Management fees- Augustea Technoservices Ltd. and affiliates | | $ | (1,250 | ) | | $ | - | |
Management fees- Iblea Ship Management Limited | | | (2,394 | ) | | | (2,121 | ) |
Equity in income/(loss of investee) | | | | | | | | |
Interchart | | $ | 76 | | | $ | (9 | ) |
Starocean | | | 32 | | | | 25 | |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
4. Inventories:
The amounts shown in the consolidated balance sheets are analyzed as follows:
| | December 31, 2022 | | | September 30, 2023 | |
Lubricants | | $ | 15,863 | | | $ | 13,802 | |
Bunkers | | | 51,299 | | | | 61,235 | |
Total | | $ | 67,162 | | | $ | 75,037 | |
5. Vessels and other fixed assets, net:
The amounts in the consolidated balance sheets are analyzed as follows:
| | Cost | | | Accumulated depreciation | | | Net Book Value | |
Balance, December 31, 2022 | | $ | 3,843,686 | | | $ | (962,135 | ) | | $ | 2,881,551 | |
- Acquisition of other fixed assets, vessel improvements and other vessel costs | | | 17,488 | | | | - | | | | 17,488 | |
- Vessel total loss | | | (27,570 | ) | | | 1,581 | | | | (25,989 | ) |
- Vessel sale | | | (179,260 | ) | | | 56,043 | | | | (123,217 | ) |
- Impairment loss | | | (7,700 | ) | | | - | | | | (7,700 | ) |
- Depreciation for the period | | | - | | | | (104,549 | ) | | | (104,549 | ) |
Balance, September 30, 2023 | | $ | 3,646,644 | | | $ | (1,009,061 | ) | | $ | 2,637,583 | |
During the first quarter of 2023, the Company agreed with the war risk insurers of the vessel Star Pavlina, that the vessel became a constructive total loss on February 24, 2023 and as a consequence that the Company was entitled to be indemnified for the vessel’s total insurance value given its prolonged detainment in Ukraine following the commencement of Russia’s military action against Ukraine on February 24, 2022 as further disclosed in Notes 15b) and 19c) of the Company’s consolidated financial statements for the year ended December 31, 2022, included in the 2022 Annual Report. As a result, the Company recognized a gain of $28,163 which is included within “Other operational gain” in the unaudited interim condensed consolidated income statement for the nine-month period ended September 30, 2023. In addition, in 2023 and up to February 24, 2023, the Company earned through its war risk insurance policy detention compensation with respect to this vessel, an amount of $2,658 which is also included within “Other operational gain” in the 2023 unaudited interim condensed consolidated income statement. On April 12, 2023 and on May 4, 2023 the Company received the total insurance value of the vessel Star Pavlina.
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
5. Vessels and other fixed assets, net - continued:
During the nine-month period ended September 30, 2023, the Company decided to strategically sell certain vessels and renew its fleet, taking advantage of the elevated vessel market values. In this respect, on March 24, 2023, the Company agreed to sell to a third party the vessels Star Borealis and Star Polaris which were delivered to their new owner on May 4, 2023 and July 7, 2023, respectively. By reference to the agreed sale prices of Star Borealis and Star Polaris (Level 2), the Company recognized an impairment loss of $7,700 for the nine-month period ended September 30, 2023 (Note 13), which is separately reflected in the unaudited interim condensed consolidated income statement for the corresponding period. In addition, on May 26, 2023, the Company agreed to sell to a third party the vessels Star Centaurus, Star Columba, Star Aquila, Star Hercules and Star Cephueus (five of the Delphin Vessels). Star Centaurus, Star Columba and Star Aquila were delivered to their new owner in July 2023, while Star Hercules and Star Cepheus were delivered to their new owner in August 2023. With respect to the sale of the abovementioned vessels, a net gain of $18.8 million in aggregate was recognized for the nine-month period ended September 30, 2023 and was separately reflected in the unaudited interim condensed consolidated income statement for the corresponding period.
On September 27, 2023, the Company agreed to sell to a third party, the vessel Star Zeta with delivery to its new owners upon completion of its then-existing employment. Given its employment as of September 30, 2023, the vessel did not meet the criteria to be classified as held for sale as of that date. The vessel was delivered to its new owner in October 2023 (Note 15).
As of September 30, 2023, 101 of the Company’s vessels, having a net carrying value of $2,234,187, serve as collateral under certain of the Company’s loan facilities and were subject to first-priority mortgages (Note 8). Title of ownership is held by the relevant lenders for another 2 vessels with a carrying value of $41,607 to secure the relevant sale and lease back financing transactions (Note 7). In addition, 18 of the Company’s vessels having a net carrying value of $348,615 are subject to second-priority mortgages and serve as collateral under one of the Company’s loan facilities (Note 8).
During the nine-month period ended September 30, 2023, the Company continued the technical upgrades to its fleet, such as the installation of ballast water treatment systems (“BWTS”) and Energy Saving Devices (“ESD”).
6. Operating leases:
a) Time charter-in vessel agreements
The carrying value of the assets and liabilities recognized on the balance sheet as of December 31, 2022 and September 30, 2023 in connection with the time charter-in vessel arrangements with an initial term exceeding 12 months, as described in Note 6 to the Company’s consolidated financial statements included in the 2022 Annual Report, amounted to $37,191 and $29,016, respectively and are included under “Operating lease liabilities current and non- current” in the consolidated balance sheets.
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
6. Operating leases - continued:
a) Time charter-in vessel agreements - continued
The time charter-in hire payments required to be made after September 30, 2023, for these outstanding operating lease liabilities are as follows:
Twelve month periods ending | | Amount | |
September 30, 2024 | | $ | 6,078 | |
September 30, 2025 | | | 6,242 | |
September 30, 2026 | | | 6,242 | |
September 30, 2027 | | | 5,900 | |
September 30, 2028 | | | 6,259 | |
September 30, 2029 and thereafter | | | 1,061 | |
Total undiscounted lease payments | | $ | 31,782 | |
Discount based on incremental borrowing rate | | | (2,766 | ) |
Present value of lease liability | | | 29,016 | |
The weighted average remaining lease term of these charter-in vessel arrangements as of September 30, 2023 is 5.15 years. The charter-in hire expenses for these long-term charter-in arrangements for the nine-month periods ended September 30, 2022 and 2023, were $8,806 and $8,830, respectively and are included under “Charter-in hire expenses” in the unaudited interim condensed consolidated income statements.
b) Office rental arrangements
The carrying value of the assets and liabilities recognized on the balance sheet as of December 31, 2022 and September 30, 2023 in connection with the office rental arrangements as described in Note 6 to the Company’s consolidated financial statements included in the 2022 Annual Report, amounted to $427 and $688, respectively and are included under “Operating lease liabilities current and non- current” in the consolidated balance sheets. The office rental payments required to be made after September 30, 2023, for these outstanding operating lease liabilities are as follows:
Twelve month periods ending | | Amount | |
September 30, 2024 | | $ | 420 | |
September 30, 2025 | | | 266 | |
September 30, 2026 | | | 3 | |
September 30, 2027 | | | - | |
September 30, 2028 | | | - | |
September 30, 2029 and thereafter | | | - | |
Total undiscounted lease payments | | $ | 689 | |
Discount based on incremental borrowing rate | | | (1 | ) |
Present value of lease liability | | | 688 | |
The weighted average remaining lease term of these office rental arrangements as of September 30, 2023 is 1.74 years. The lease expenses for these office rental arrangements for the nine-month periods ended September 30, 2022 and 2023, were $371 and $418, respectively and are included under “General and administrative expenses” in the unaudited interim condensed consolidated income statements.
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
7. Lease financings:
Details of the Company’s lease financings are discussed in Note 7 of the Company’s consolidated financial statements for the year ended December 31, 2022, included in the 2022 Annual Report.
During the nine months ended September 30, 2023, the Company prepaid the outstanding lease amounts of i) $12,418 and $12,332, under the SK Shipholding S.A. lease agreements of the vessels Star Pisces and Star Lutas, respectively, ii) $63,713, in aggregate, under the SPDB Financial Leasing Co. Ltd lease agreements of the vessels Mackenzie, Kennadi, Honey Badger, Wolverine and Star Antares and iii) $76,526, in aggregate, under the ICBC Financial Leasing Co., Ltd lease agreements of the vessels Gargantua, Goliath and Maharaj. The aforementioned prepayments were made using funds from new loan financings, as described in Note 8 below.
All of the Company’s lease financings bear interest at SOFR plus a margin. The corresponding interest expense of the Company’s bareboat lease financing activities is included within “Interest and finance costs” in the unaudited interim condensed consolidated income statements (Note 8).
Some of the Company’s lease financings contain financial and other covenants similar to those included in its credit facilities, as described in Note 8 below and in Note 8 of the Company’s consolidated financial statements for the year ended December 31, 2022, included in the 2022 Annual Report, with which, as of September 30, 2023, the Company was in compliance (Note 8).
The principal payments required to be made after September 30, 2023, for the Company’s outstanding finance lease obligations recognized on the balance sheet, as of that date, are as follows:
Twelve month periods ending | | Amount | |
September 30, 2024 | | $ | 2,731 | |
September 30, 2025 | | | 2,731 | |
September 30, 2026 | | | 2,731 | |
September 30, 2027 | | | 2,731 | |
September 30, 2028 | | | 2,731 | |
September 30, 2029 and thereafter | | | 5,065 | |
Total bareboat lease minimum payments | | $ | 18,720 | |
Unamortized lease issuance costs | | | (112 | ) |
Total bareboat lease minimum payments, net | | $ | 18,608 | |
Lease financing short term | | | 2,731 | |
Lease financing long term, net of unamortized lease issuance costs | | | 15,877 | |
8. Long-term bank loans:
Details of the Company’s credit facilities are discussed in Note 8 of the Company’s consolidated financial statements for the year ended December 31, 2022, included in the 2022 Annual Report and supplemented by the below new activities during the nine-month period ended September 30, 2023.
As further discussed in Note 19a) and Note 8 of the Company’s consolidated financial statements for the year ended December 31, 2022, included in the 2022 Annual Report, on January 13, 2023, the Company drew down the amounts of $22,829 and $24,171, under the two tranches available of the “Standard Chartered $47,000 Facility”.
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
8. Long-term bank loans - continued:
In addition to the scheduled repayments during the nine-month period ended September 30, 2023, the Company prepaid an amount of i) $18,236 corresponding to the outstanding loan amount of the vessel Star Pavlina under the ING $310,600 Facility following the developments around the said vessel discussed in Note 5 above, ii) $26,207 corresponding to the aggregate outstanding loan amount of the vessels Star Borealis and Star Polaris under the DNB $107,500 Facility and iii) $6,256 corresponding to the outstanding loan amount of the vessel Star Columba under the Citi $100,000 Facility, in connection with the sales of the aforementioned vessels, as discussed in Note 5 above.
On May 25, 2023, the Company entered into a loan agreement with Skandinaviska Enskilda Banken AB for a loan amount of up to $30,000 (the “SEB $30,000 Facility”). The facility amount was drawn on May 30, 2023 and was used to replenish the funds used by the Company in May 2023 to prepay the outstanding loan amount under the NTT Facility of the vessel Star Aquarius, of $13,125 and the outstanding lease amount of the vessel Star Pisces (Note 7). The SEB $30,000 Facility was drawn in two equal tranches, each repayable in 20 equal consecutive quarterly installments of $413 and a balloon payment of $6,750 due in May 2028, along with the last installment. The loan is secured by first priority mortgages on the vessels Star Aquarius and Star Pisces.
On July 10, 2023, the Company entered into a loan agreement with Nordea Bank Abp for a loan amount of up to $50,000 (the “Nordea $50,000 Facility”). The facility amount was drawn on July 12, 2023 and was used to replenish the funds used by the Company to prepay the outstanding loan amount under the DSF $55,000 Facility of the vessels Star Eleni and Star Leo, of $42,308, in aggregate. The Nordea $50,000 Facility was drawn in two equal tranches, each repayable in 20 equal consecutive quarterly installments of $521 and a balloon payment of $14,583 due in July 2028, along with the last installment. The loan is secured by first priority mortgages on the vessels Star Eleni and Star Leo.
On September 20, 2023, the Company entered into a fifth amended and restated agreement relating to an original facility agreement with ING Bank N.V., London Branch (ING) dated September 28, 2018 (the “ING $325,600 Facility”) in order to increase the financing by $15,000 and to include Star Lutas as an additional borrower under the existing agreement. The additional financing amount was drawn as a separate tranche on September 22, 2023 and was used to refinance the outstanding lease amount of the vessel Star Lutas (Note 7). The additional tranche drawn is repayable in 20 equal consecutive quarterly installments of $405 plus a balloon payment of $6,900, due in September 2028, along with the last installment. After the signing of the fifth amended and restated agreement the ING $325,600 Facility is also secured by first priority mortgage on the vessel Star Lutas.
On September 26, 2023, the Company entered into a syndicated loan facility with E.SUN commercial Bank Ltd. as agent for an amount of $140,000 (the “ESUN $140,000 Facility”). The facility amount of $140,000 was drawn on October 4, 2023. The ESUN $140,000 Facility is repayable in 28 equal consecutive quarterly installments of $3,825 and a balloon payment of $32,900 due in October 2030, along with the last installment. The loan is secured by first priority mortgages on the vessels Mackenzie, Kennadi, Honey Badger, Wolverine, Star Antares, Gargantua, Goliath and Maharaj, which were previously under the SPDB Financial Leasing Co. Ltd and ICBC Financial Leasing Co. Ltd lease agreements (Note 7).
The Company’s credit facilities contain financial covenants and undertakings, a summary of which is included in Note 8 of the Company’s consolidated financial statements for the year ended December 31, 2022, included in the 2022 Annual Report.
As of December 31, 2022 and September 30, 2023, the Company was required to maintain minimum liquidity, not legally restricted, of $64,000 and $60,000, respectively, which is included within “Cash and cash equivalents” in the consolidated balance sheets. In addition, as of December 31, 2022 and September 30, 2023, the Company was required to maintain a minimum liquidity, legally restricted, of $16,590 and $14,406, respectively, and is included within “Restricted cash, current and non-current” in the consolidated balance sheets.
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
8. Long-term bank loans - continued:
As of September 30, 2023, the Company was in compliance with the applicable financial and other covenants contained in its credit facilities and lease financings as described in Note 7.
The principal payments required to be made after September 30, 2023 for the Company’s then-outstanding bank loans after giving effect to the refinancing described in Note 15, are as follows:
Twelve month periods ending | | Amount | |
September 30, 2024 | | $ | 164,572 | |
September 30, 2025 | | | 151,985 | |
September 30, 2026 | | | 266,721 | |
September 30, 2027 | | | 219,277 | |
September 30, 2028 | | | 148,389 | |
September 30, 2029 and thereafter | | | 67,003 | |
Total Long-term bank loans | | $ | 1,017,947 | |
Unamortized loan issuance costs | | | (7,051 | ) |
Total Long-term bank loans, net | | $ | 1,010,896 | |
Current portion of long-term bank loans | | | 164,572 | |
Long-term bank loans, net of current portion and unamortized loan issuance costs | | | 846,324 | |
As of September 30, 2023, the total unamortized balance of loan issuance costs was $7,687, including an amount of $636 which was included under “Other non-current assets” in the accompanying balance sheet since it was related to the undrawn loan amount of ESUN $140,000 Facility discussed above.
As of September 30, 2023, all of the Company’s bank loans bear interest at SOFR plus a margin. In addition, following a number of interest rate swaps that it has entered into, the Company has converted a total of $339,449 of its outstanding debt as of September 30, 2023 from floating benchmark rate to an average fixed rate of 42 bps with average maturity of 1.1 years. The weighted average interest rate (including the margin) related to the Company’s existing bank loans and lease financings (Note 7) for the nine-month periods ended September 30, 2022 and 2023 was 2.99% and 4.89%, respectively.
The amounts of “Interest and finance costs” included in the unaudited interim condensed consolidated income statements are analyzed as follows:
| | Nine months ended September 30,
|
| | 2022 | | | 2023 | |
Interest on financing agreements | | $ | 37,116 | | | $ | 65,825 | |
Reclassification adjustments of interest rate swap loss/(gain) transferred to Interest and finance costs from Other Comprehensive Income (Note 13) | | | (4,052 | ) | | | (20,056 | ) |
Amortization of debt (loan & lease) issuance costs | | | 3,800 | | | | 2,801 | |
Other bank and finance charges | | | 892 | | | | 1,219 | |
Interest and finance costs | | $ | 37,756 | | | $ | 49,789 | |
During the nine-month period ended September 30, 2023, the Company wrote off an amount of $2,963 of unamortized debt issuance costs and incurred other expenses of $2,214, mainly in connection with the loan and lease prepayments discussed above and in Note 7, which are included under “Gain/(Loss) on debt extinguishment, net” in the unaudited interim condensed consolidated income statement for the corresponding period.
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
9. Preferred and Common Shares and Additional Paid-in Capital:
Details of the Company’s preferred shares and common shares are discussed in Note 9 of the Company’s consolidated financial statements for the year ended December 31, 2022, included in the 2022 Annual Report.
During the nine-month period ended September 30, 2023, the Company issued 450,000 common shares pursuant to its Performance Incentive Program discussed in Note 11 of the Company’s consolidated financial statements for the year ended December 31, 2022, included in the 2022 Annual Report.
In 2023 and until May 16, 2023 when the new Share Repurchase Program, discussed below was adopted, the Company repurchased 531,223 common shares under the previous authorized share repurchase program in open market transactions at an average price of $20.98 per share, for an aggregate consideration of $11,159 including commissions.
On May 16, 2023, the Company’s Board of Directors cancelled the previous share repurchase program under which $8,549 was still outstanding to be repurchased and authorized a new share repurchase program of up to an aggregate of $50,000 (together with the previous authorized share repurchase program “Share Repurchase Program”). The timing and amount of any repurchases will be in the sole discretion of the Company’s management team, and will depend on legal requirements, market conditions, share price, alternative uses of capital and other factors. The Company is not obligated under the terms of the Share Repurchase Program to repurchase any of its common shares. The Share Repurchase Program has no expiration date and may be suspended or terminated by the Company’s Board of Directors at any time without prior notice. Common shares purchased as part of this program will be cancelled by the Company.
In June 2023, under the Share Repurchase Program, the Company repurchased 107,349 common shares in open market transactions at an average price of $17.65 per share for an aggregate consideration of $1,897 including commissions. All the repurchased shares in 2023 under the Share Repurchase Program described above were cancelled and removed from the Company’s share capital as of September 30, 2023.
On September 21, 2023, the Company agreed to repurchase 10 million of its common shares at a price of $18.50 per common share from affiliates of Oaktree Capital Management, L.P. (“Oaktree”). The closing of the share repurchase and the settlement of the total consideration of $185,000 occurred on October 10, 2023, concurrently with the withdrawal and cancellation by the Company of the 10 million shares previously held by Oaktree. The shares were removed from the Company’s share capital as of that date. By reference to ASC 480 and given the fact that the Company, as of September 30, 2023, had a binding obligation to buy the 10 million shares, the respective obligation was reflected as a reduction to Company’s equity under “Treasury stock” in the consolidated balance sheet as of that date. The resulting obligation of the Company amounting to $185,000 as of September 30, 2023 was settled through the use of loan proceeds received in October 2023 (Note 15) except for an amount of $45,000 which was settled through the use of existing cash as of September 30, 2023. By reference to i) ASC 470 and ii) the sources of funds through which this obligation was settled, an amount of $128,525 was presented within non-current liabilities under “Share repurchase liability, non-current” and an amount of $56,475 was presented within current liabilities under “Share repurchase liability, current” in the consolidated balance sheets.
Pursuant to its dividend policy, during the nine-month period ended September 30, 2023, the Company declared and paid a cash dividend of $139,556 or $1.35 per common share.
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
10. Earnings per Share:
The computation of basic earnings per share is based on the weighted average number of common shares outstanding for the nine-month periods ended September 30, 2022 and 2023. The calculation of basic earnings per share does not consider the non-vested shares as outstanding until the time-based vesting restriction has lapsed. Diluted earnings per share gives effect to stock awards and restricted stock units using the treasury stock method, unless the impact is anti-dilutive.
The Company calculates basic and diluted earnings per share as follows:
| | Nine months ended September 30,
|
| | 2022 | | | 2023 | |
Income : | | | | | | |
Net income | | $ | 480,203 | | | $ | 133,849 | |
| | | | | | | | |
| | | | | | | | |
Basic earnings per share: | | | | | | | | |
Weighted average common shares outstanding, basic | | | 130,715,574 | | | | 102,434,767 | |
Basic earnings per share | | $ | 3.67 | | | $ | 1.31 | |
| | | | | | | | |
Effect of dilutive securities: | | | | | | | | |
Dillutive effect of non vested shares | | | 426,046 | | | | 391,014 | |
Weighted average common shares outstanding, diluted | | | 131,141,620 | | | | 102,825,781 | |
| | | | | | | | |
Diluted earnings per share | | $ | 3.66 | | | $ | 1.30 | |
| | | | | | | | |
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
11. Equity Incentive Plans:
Details of the Company’s equity incentive plans and share awards granted through December 31, 2022, are discussed in Note 11 of the Company’s consolidated financial statements for the year ended December 31, 2022, included in the 2022 Annual Report.
On May 16, 2023, the Company’s Board of Directors adopted the 2023 Equity Incentive Plan (the “2023 Plan”) and reserved for issuance 631,500 common shares thereunder. On the same date, all of the 631,500 restricted common shares were granted to certain directors, officers and employees of which 411,974 restricted common shares vest in November 2023, 151,026 restricted common shares vest in May 2024 and the remaining 68,500 common shares vest in May 2026. The fair value of each share was $18.19, based on the closing price of the Company’s common shares on the grant date.
The stock-based compensation cost for the nine-month periods ended September 30, 2022 and 2023, which is included under “General and administrative expenses” in the unaudited interim condensed consolidated income statements, amounted to $23,388 and $12,701, respectively, and include an amount of $6,870 and $3,640, respectively, recognized in connection with the Company’s Performance Incentive Program. The respective charges were calculated based on the fuel market prices at each period end and assuming 5% of Excess Savings to be awarded by the Board of Directors.
A summary of the status of the Company’s non-vested restricted shares as of September 30, 2023 and the movement during the nine-month period ended September 30, 2023 is presented below.
| | Number of shares | | | Weighted Average Grant Date Fair Value | |
Unvested as at January 1, 2023 | | | 460,190 | | | $ | 19.38 | |
Granted | | | 1,081,500 | | | | 18.62 | |
Vested | | | (765,715 | ) | | | 18.60 | |
Unvested as at September 30, 2023 | | | 775,975 | | | $ | 19.09 | |
As of September 30, 2023, the estimated compensation cost relating to non-vested restricted share awards not yet recognized is $7,902 and is expected to be recognized over the weighted average period of 1.01 year. During the nine-month period ended September 30, 2023, the Company paid $858 for dividends to shareholders of non-vested shares.
12. Commitments and Contingencies:
a) Commitments:
The following tables set forth inflows and outflows related to the Company’s charter party arrangements and other commitments, as at September 30, 2023.
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
12. Commitments and Contingencies - continued:
Charter party arrangements:
| | Twelve month periods ending September 30, |
+ inflows/ - outflows | | Total | | | 2024 | | | 2025 | | | 2026 | | | 2027 | | | 2028 | | | 2029 and thereafter | |
Future, minimum, non-cancellable charter revenues (1) | | $ | 32,457 | | | $ | 32,457 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 32,457 | | | $ | 32,457 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
____________________
(1) | The amounts represent the minimum contractual charter revenues to be generated from the existing, as of September 30, 2023, non-cancellable time charter agreements, until their expiration, net of address commission, assuming no off-hire days other than those related to scheduled intermediate and special surveys of the vessels. Future inflows also include revenues deriving from index linked charter agreements using i) the index rates at the commencement date of each agreement, in compliance with ASC 842, and do not reflect relevant index charter rate information prevailing as of September 30, 2023 and ii) the remaining minimum duration of each contract. |
Other commitments:
| | Twelve month periods ending September 30, |
+ inflows/ - outflows | | Total | | | 2024 | | | 2025 | | | 2026 | | | 2027 | | | 2028 | | | 2029 and thereafter | |
Charter-in expense newbuilding vessels (1) | | $ | (212,834 | ) | | $ | (10,513 | ) | | $ | (29,401 | ) | | $ | (30,204 | ) | | $ | (30,204 | ) | | $ | (30,287 | ) | | $ | (82,225 | ) |
Vessel BWTS and ESD (2) | | | (9,212 | ) | | | (8,562 | ) | | | (650 | ) | | | - | | | | - | | | | - | | | | - | |
Total | | $ | (222,046 | ) | | $ | (19,075 | ) | | $ | (30,051 | ) | | $ | (30,204 | ) | | $ | (30,204 | ) | | $ | (30,287 | ) | | $ | (82,225 | ) |
____________________
(1) | The amounts represent minimum contractual charter-in commitments to be incurred with respect to four Kamsarmax newbuildings and two Ultramax newbuildings which are expected to be delivered during 2024 and the charter-in contracts have a minimum duration of 84 months per vessel. |
(2) | The amounts represent the Company’s commitments as of September 30, 2023, for vessel upgrades (BWTS and ESD). |
b) Legal proceedings
Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of, and has not accrued for, any such claims or contingent liabilities requiring disclosure in the unaudited interim condensed consolidated financial statements.
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
13. Fair value measurements and Hedging:
Fair value on a recurring basis:
Interest rate swaps
Details of the Company’s interest rate swaps are discussed in Note 18 of the Company’s consolidated financial statements for the year ended December 31, 2022, included in the 2022 Annual Report.
During the nine-month period ended September 30, 2023, the Company early terminated two of its interest rate swaps with Citibank that were originally scheduled to mature in August 2023 and October 2023. All of the Company’s interest rate swaps in place as of September 30, 2023 were designated and qualified as cash flow hedges. The effective portion of the unrealized gains/losses from these swaps is recorded in Other Comprehensive Income / (Loss) and no portion of these cash flow hedges was ineffective during the nine-month period ended September 30, 2023.
A gain of approximately $2,820 in connection with the interest rate swaps is expected to be reclassified into earnings during the following 12-month period when realized.
Freight Derivatives and Bunker Swaps
The results of the Company’s freight derivatives and bunker swaps for the nine-month periods ended September 30, 2022 and 2023 and the valuation of their open positions as at December 31, 2022 and September 30, 2023 are presented in the tables below.
Foreign Currency Forward Contracts
During September 2023, the Company entered into six foreign currency forward contracts with maturities from April 2024 to September 2024, pursuant to which the Company will pay USD and receive AUD at an aggregate notional amount of AUD 8,040,000. These contracts were designated and qualified as cash flow hedges. The effective portion of the unrealized gains/(losses) from those contracts is recorded in Other Comprehensive Income / (Loss). As of September 30, 2023, the fair value of the derivative contracts was $20 with such amount being reflected within Other Comprehensive Income / (Loss) and a gain of $20 in connection with the foreign currency exchange contracts is expected to be reclassified into earnings during the following 12-month period when realized.
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
13. Fair value measurements and Hedging - continued:
Fair value on a recurring basis - continued:
The amounts of Gain / (Loss) on interest rate swaps, freight derivatives and bunker swaps recognized in the unaudited interim condensed consolidated income statements, are analyzed as follows:
| | Nine months ended September 30,
|
| | 2022 | | | 2023 | |
Consolidated Statement of Operations | | | | | | |
Gain/(loss) on interest rate swaps, net | | | | | | |
Gains/(loss) of de-designated accounting hedging relationship | | $ | - | | | $ | (507 | ) |
Total Gain/(loss) on interest rate swaps, net | | $ | - | | | $ | (507 | ) |
| | | | | | | | |
Interest and finance costs | | | | | | | | |
Reclassification adjustments of interest rate swap loss/(gain) transferred to Interest and finance costs from Other comprehensive income/(loss) (Note 8) | | | 4,052 | | | | 20,056 | |
Total Gain/(loss) recognized | | $ | 4,052 | | | $ | 20,056 | |
| | | | | | | | |
Gain/(loss) on forward freight agreements and bunker swaps, net | | | | | | | | |
Realized gain/(loss) on forward freight agreements and freight options | | | 760 | | | | 3,355 | |
Realized gain/(loss) on bunker swaps | | | (4,085 | ) | | | 5,153 | |
Unrealized gain/(loss) on forward freight agreements and freight options | | | (522 | ) | | | 237 | |
Unrealized gain/(loss) on bunker swaps | | | 230 | | | | (2,368 | ) |
Total Gain/(loss) recognized | | $ | (3,617 | ) | | $ | 6,377 | |
As of September 30, 2023 Accumulated Other Comprehensive Income/(Loss) consists of i) $5,342 related to the designation of interest rate swaps as cash flow hedges and ii) $20 related to the designation of foreign currency forward contracts as cash flow hedges.
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
13. Fair value measurements and Hedging - continued:
Fair value on a recurring basis - continued:
The following table summarizes the valuation of the Company’s financial instruments as of December 31, 2022 and September 30, 2023. The fair value of freight derivatives and bunker swaps was determined through Level 1 inputs of the fair value hierarchy (quoted prices from the applicable exchanges such as European Energy Exchange (“EEX”), Intercontinental Exchange (“ICE”) or Singapore Exchange (SGX)), while the fair value of the interest rate swaps was determined through Level 2 inputs of the fair value hierarchy (such as interest rate curves) and the fair value of the foreign currency forward contracts was determined through Level 2 inputs of the fair value hierarchy (such as foreign currency exchange rate forward curves).
| | | Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) |
| | | December 31, 2022 | | September 30, 2023 |
| Balance Sheet Location
| | (not designated as cash flow hedges) | | | (designated as cash flow hedges) | | | (not designated as cash flow hedges) | | | (designated as cash flow hedges) | |
ASSETS | | | | | | | | | | | | | |
Forward freight agreements - current | Derivatives, current asset portion | | $ | 191 | | | $ | - | | | $ | - | | | $ | - | |
Bunker swaps - current | Derivatives, current asset portion | | | 3,688 | | | | - | | | | 1,318 | | | | - | |
Forward freight agreements - non-current | Derivatives, non-current asset portion | | | - | | | | - | | | | 430 | | | | - | |
Total | | | $ | 3,879 | | | $ | - | | | $ | 1,748 | | | $ | - | |
| | | Significant Other Observable Inputs (Level 2) |
| | | December 31, 2022 | | September 30, 2023 |
| Balance Sheet Location
| | (not designated as cash flow hedges) | | | (designated as cash flow hedges) | | | (not designated as cash flow hedges) | | | (designated as cash flow hedges) | |
ASSETS | | | | | | | | | | | | | |
Interest rate swaps - current | Derivatives, current asset portion | | $ | 1,665 | | | $ | 20,041 | | | $ | - | | | $ | 9,223 | |
Foreign exchnage forward contracts - current | Derivatives, current asset portion | | | - | | | | - | | | | - | | | | 20 | |
Interest rate swaps - non-current | Derivatives, non-current asset portion | | | 798 | | | | 7,868 | | | | - | | | | 4,411 | |
Total | | | $ | 2,463 | | | $ | 27,909 | | | $ | - | | | $ | 13,654 | |
Certain of the Company’s financial instruments discussed above require the Company to periodically post additional collateral depending on the level of any open position under such financial instruments, which as of December 31, 2022 and September 30, 2023 amounted to $2,199 and $457, respectively, and are included within “Restricted cash, current” in the consolidated balance sheets (Note 8).
The carrying values of temporary cash investments, restricted cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. The fair value of long-term bank loans and under lease financings (Level 2), bearing interest at variable interest rates, approximates their recorded values as of September 30, 2023, due to the variable interest rate nature thereof.
Fair value on a non-recurring basis:
As further disclosed in Note 5, during the nine-month period ended September 30, 2023 the Company recognized an impairment loss of $7,700 relating to the agreed sale of Star Borealis and Star Polaris (Note 5). The carrying value of the respective vessels was written down to the fair value as determined by reference to their agreed sale prices (Level 2) which amounted to $65,400.
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
14. Voyage revenues:
The following table shows the voyage revenues earned from time charters, voyage charters and pool agreements for the nine-month periods ended September 30, 2022 and 2023, as presented in the consolidated income statements:
| | Nine months ended September 30,
|
| | 2022 | | | 2023 | |
| | | | | | |
Time charters | | $ | 672,520 | | | $ | 353,761 | |
Voyage charters | | | 468,825 | | | | 329,769 | |
Pool revenues | | | 1,008 | | | | 2,278 | |
| | $ | 1,142,353 | | | $ | 685,808 | |
As of December 31, 2022 and September 30, 2023, trade accounts receivable from voyage charter agreements amounted to $24,144 and $13,597, respectively. This decrease was mainly attributable to the timing of collections and lower rates prevailing during the nine-month period ended September 30, 2023.
Further, as of September 30, 2023, capitalized contract fulfilment costs which are recorded under “Other current assets” marginally increased by $59 compared to December 31, 2022, from $4,366 to $4,425. The outstanding balance is mainly affected by the timing of commencement of revenue recognition.
Under ASC 606, unearned voyage charter revenue represents the consideration received for undelivered performance obligations. The Company recorded $9,215 as unearned revenue related to voyages charter agreements in progress as of December 31, 2022, which were recognized in earnings in the nine-month period ended September 30, 2023 as the performance obligations were satisfied in that period. In addition, the Company recorded $1,299 as unearned revenue related to voyage charter agreements in progress as of September 30, 2023, which will be recognized in earnings as the performance obligations will be satisfied.
The amount invoiced to charterers in connection with the additional revenue for scrubber-fitted vessels under time-charter contracts was $76,005 and $39,875 for the nine-month periods ended September 30, 2022 and 2023, respectively, and did not include the fuel cost savings gained from the scrubber-fitted vessels which were employed under voyage charter agreements.
Demurrage income for the nine-month periods ended September 30, 2022 and 2023 amounted to $28,861 and $9,940, respectively, and is included in Voyage revenues in the unaudited interim condensed consolidated income statements.
The adjustment to Company’s revenues from the vessels operating in the CCL Pool, deriving from the allocated pool result for those vessels as determined in accordance with the agreed-upon formula, for the nine-month periods ended September 30, 2022 and 2023 was $899 and $2,970, respectively, and is included within “Pool Revenues” in the table above. Pool revenues also include other minor participation adjustments.
STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2023
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
15. Subsequent Events: