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Published: 2022-05-24 18:17:54 ET
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EX-99.1 2 d9515366_ex99-1.htm

Exhibit 99.1

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the financial condition and results of operations of Star Bulk Carriers Corp. (“Star Bulk”) for the three-month periods ended March 31, 2021 and 2022. Unless otherwise specified herein, references to the “Company,” “we,” “us” or “our” shall include Star Bulk and its subsidiaries. You should read the following discussion and analysis together with the unaudited interim condensed consolidated financial statements and related notes included elsewhere herein. For additional information relating to our management’s discussion and analysis of financial conditions and results of operations, please see our Annual Report on Form 20‑F for the year ended December 31, 2021, which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 15, 2022  (the “2021 Annual Report”). Unless otherwise defined herein, capitalized words and expressions used herein shall have the same meanings ascribed to them in the 2021 Annual Report. This discussion includes forward-looking statements which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements.

Overview

We are a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Our vessels transport major bulks, which include iron ore, coal and grain, and minor bulks which include bauxite, fertilizers and steel products. We were incorporated in the Marshall Islands on December 13, 2006 and, on December 3, 2007, we commenced operations when we took delivery of our first vessel. We maintain offices in Athens, New York, Limassol, Singapore and Germany. Our common shares trade on the Nasdaq Global Select Market under the symbol “SBLK.”

Our Fleet

As of May 24, 2022, our owned fleet consisted of 128 operating vessels with an aggregate carrying capacity of approximately 14.1 million dwt, consisting of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax vessels. We believe our Company is the largest US-listed dry bulk operator in terms of number of vessels and deadweight tonnage.

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

1


Operating Fleet:

 
 
 
 
Date
 
 
Wholly Owned Subsidiaries
Vessel Name
DWT
Delivered to Star Bulk
Year Built
1
Pearl Shiptrade LLC
Gargantua (1)
209,529
April 2, 2015
2015
2
Star Ennea LLC
Star Gina 2GR
209,475
February 26, 2016
2016
3
Coral Cape Shipping LLC
Maharaj (1)
209,472
July 15, 2015
2015
4
Sea Diamond Shipping LLC
Goliath (1)
207,999
July 15, 2015
2015
5
Star Castle II LLC
Star Leo
207,939
May 14, 2018
2018
6
ABY Eleven Ltd
Star Laetitia
207,896
August 3, 2018
2017
7
Domus Shipping LLC
Star Ariadne
207,774
March 28, 2017
2017
8
Star Breezer LLC
Star Virgo
207,774
March 1, 2017
2017
9
Star Seeker LLC
Star Libra (1)
207,727
June 6, 2016
2016
10
ABY Nine Ltd
Star Sienna
207,721
August 3, 2018
2017
11
Clearwater Shipping LLC
Star Marisa
207,671
March 11 2016
2016
12
ABY Ten Ltd
Star Karlie
207,566
August 3, 2018
2016
13
Star Castle I LLC
Star Eleni
207,517
January 3, 2018
2018
14
Festive Shipping LLC
Star Magnanimus
207,490
March 26, 2018
2018
15
New Era II Shipping LLC
Debbie H
206,823
May 28, 2019
2019
16
New Era III Shipping LLC
Star Ayesha
206,814
July 15, 2019
2019
17
New Era I Shipping LLC
Katie K
206,803
April 16, 2019
2019
18
Cape Ocean Maritime LLC
Leviathan
182,466
September 19, 2014
2014
19
Cape Horizon Shipping LLC
Peloreus
182,451
July 22, 2014
2014
20
Star Nor I LLC
Star Claudine
181,258
July 6, 2018
2011
21
Star Nor II LLC
Star Ophelia
180,716
July 6, 2018
2010
22
Sandra Shipco LLC
Star Pauline
180,233
December 29, 2014
2008
23
Christine Shipco LLC
Star Martha
180,231
October 31, 2014
2010
24
Pacific Cape Shipping LLC
Pantagruel
180,140
July 11, 2014
2004
25
Star Borealis LLC
Star Borealis
179,601
September 9, 2011
2011
26
Star Polaris LLC
Star Polaris
179,648
November 14, 2011
2011
27
Star Nor III LLC
Star Lyra
179,147
July 6, 2018
2009
28
Star Regg VI LLC
Star Bueno
178,978
January 26, 2021
2010
29
Star Regg V LLC
Star Borneo
178,978
January 26, 2021
2010
30
Star Regg IV LLC
Star Marilena
178,977
January 26, 2021
2010
31
Star Regg I LLC
Star Marianne
178,841
January 14, 2019
2010
32
Star Regg II LLC
Star Janni
177,939
January 7, 2019
2010
33
Star Trident V LLC
Star Angie
177,931
October 29, 2014
2007
34
Sky Cape Shipping LLC
Big Fish
177,620
July 11, 2014
2004
35
Global Cape Shipping LLC
Kymopolia
176,948
July 11, 2014
2006
36
Star Trident XXV Ltd.
Star Triumph
176,274
December 8, 2017
2004
37
ABY Fourteen Ltd
Star Scarlett
175,800
August 3, 2018
2014
38
ABY Fifteen Ltd
Star Audrey
175,125
August 3, 2018
2011
39
Sea Cape Shipping LLC
Big Bang
174,109
July 11, 2014
2007
40
ABY I LLC
Star Paola
115,259
August 3, 2018
2011



2


 
 
 
 
Date
 
 
Wholly Owned Subsidiaries
Vessel Name
DWT
Delivered to Star Bulk
Year Built
41
ABM One Ltd
Star Eva
106,659
August 3, 2018
2012
42
Star Vega LLC
Star Vega (1)
98,648
February 13, 2014
2011
43
Star Sirius LLC
Star Sirius (1)
98,648
March 7, 2014
2011
44
Majestic Shipping LLC
Madredeus
98,648
July 11, 2014
2011
45
Nautical Shipping LLC
Amami
98,648
July 11, 2014
2011
46
ABY II LLC
Star Aphrodite
92,006
August 3, 2018
2011
47
Augustea Bulk Carrier Ltd
Star Piera
91,952
August 3, 2018
2010
48
Augustea Bulk Carrier Ltd
Star Despoina
91,945
August 3, 2018
2010
49
Star Trident I LLC
Star Kamila
87,001
September 3, 2014
2005
50
Star Nor IV LLC
Star Electra
83,494
July 6, 2018
2011
51
Star Alta I LLC
Star Angelina
82,953
December 5, 2014
2006
52
Star Alta II LLC
Star Gwyneth
82,703
December 5, 2014
2006
53
Star Nor VI LLC
Star Luna
82,687
July 6, 2018
2008
54
Star Nor V LLC
Star Bianca
82,672
July 6, 2018
2008
55
Star Trident XIX LLC
Star Maria
82,578
November 5, 2014
2007
56
Grain Shipping LLC
Pendulum
82,578
July 11, 2014
2006
57
Star Trident XII LLC
Star Markella
82,574
September 29, 2014
2007
58
ABY Seven Ltd
Star Jeanette
82,567
August 3, 2018
2014
59
Star Trident IX LLC
Star Danai
82,554
October 21, 2014
2006
60
Star Sun I LLC
Star Elizabeth
82,430
May 25, 2021
2021
61
Star Sun II LLC
Star Pavlina
82,361
June 16, 2021
2021
62
Star Trident XI LLC
Star Georgia
82,281
October 14, 2014
2006
63
Star Trident VIII LLC
Star Sophia
82,252
October 31, 2014
2007
64
Star Trident XVI LLC
Star Mariella
82,249
September 19, 2014
2006
65
Star Trident XIV LLC
Star Moira
82,220
November 19, 2014
2006
66
Star Trident X LLC
Star Renee
82,204
December 18, 2014
2006
67
Star Trident XV LLC
Star Jennifer
82,192
April 15, 2015
2006
68
Star Trident XIII LLC
Star Laura
82,192
December 8, 2014
2006
69
Star Nor VIII LLC
Star Mona
82,188
July 6, 2018
2012
70
Star Trident II LLC
Star Nasia
82,183
August 29, 2014
2006
71
Star Nor VII LLC
Star Astrid
82,158
July 6, 2018
2012
72
Star Trident XVII LLC
Star Helena
82,150
December 29, 2014
2006
73
Star Trident XVIII LLC
Star Nina
82,145
January 5, 2015
2006
74
Waterfront Two Ltd
Star Alessia
81,944
August 3, 2018
2017
75
Star Nor IX LLC
Star Calypso
81,918
July 6, 2018
2014
76
Star Elpis LLC
Star Suzanna
81,644
May 15, 2017
2013
77
Star Gaia LLC
Star Charis
81,643
March 22, 2017
2013
78
Mineral Shipping LLC
Mercurial Virgo
81,502
July 11, 2014
2013
79
Star Nor X LLC
Stardust
81,502
July 6, 2018
2011
80
Star Nor XI LLC
Star Sky
81,466
July 6, 2018
2010
81
Star Zeus VI LLC
Star Lambada (1)
81,272
March 16, 2021
2016
82
Star Zeus I LLC
Star Capoeira (1)
81,253
March 16, 2021
2015
83
Star Zeus II LLC
Star Carioca (1)
81,199
March 16, 2021
2015
84
Star Zeus VII LLC
Star Macarena (1)
81,198
March 6, 2021
2016
85
ABY III LLC
Star Lydia
81,187
August 3, 2018
2013
86
ABY IV LLC
Star Nicole
81,120
August 3, 2018
2013
87
ABY Three Ltd
Star Virginia
81,061
August 3, 2018
2015
88
Star Nor XII LLC
Star Genesis
80,705
July 6, 2018
2010
89
Star Nor XIII LLC
Star Flame
80,448
July 6, 2018
2011



3


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

________________
(1)
Subject to a sale and leaseback financing transaction as further described in Note 6 to our consolidated financial statements included in the 2021 Annual report.
4


Liquidity and Capital Resources

Our principal sources of funds have been cash flow from operations, equity offerings, borrowings under secured credit facilities, debt securities or bareboat lease financings and proceeds from vessel sales. Our principal uses of funds have been capital expenditures to establish, grow our fleet, maintain the quality of our dry bulk carriers and comply with international shipping standards, environmental laws and regulations, fund working capital requirements, make principal and interest payments on outstanding indebtedness and make dividend payments when approved by the Board of Directors.

Our short-term liquidity requirements include paying operating costs, funding working capital requirements and the short-term equity portion of the cost of vessel acquisitions and vessel upgrades, interest and principal payments on outstanding indebtedness and maintaining cash reserves to strengthen our position against adverse fluctuations in operating cash flows. Our primary source of short-term liquidity is cash generated from operating activities, available cash balances and portions of new debt and refinancings, as well as equity financings.

Our medium- and long-term liquidity requirements are funding the equity portion of any newbuilding vessel installments and secondhand vessel acquisitions, funding required payments under our vessel financing and other financing agreements and paying cash dividends when declared. Sources of funding for our medium- and long-term liquidity requirements include cash flows from operations, new debt and refinancings, or bareboat lease financings, sale and lease back arrangements, equity issuances and vessel sales. Please also refer to Note 14 to our unaudited interim condensed consolidated financial statements, included elsewhere herein, for developments that took place after March 31, 2022.

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

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

We believe that our current cash balance, our operating cash flows to be generated over the short-term period and the amount of $100.0 million for which we have already received credit committee approval from a major European Bank as further described in Note 14 to our unaudited interim condensed consolidated financial statements March 31, 2022, included elsewhere herein, will be sufficient to meet our liquidity needs for the foreseeable future (and at least through the end of the second quarter of 2023), including funding the operations of our fleet, capital expenditure requirements including commitments for the installation of ballast water treatment systems (“BWTS”)  and Energy Saving Devices (“ESD”) as further described in Note 11 to our unaudited interim condensed consolidated financial statements March 31, 2022, included elsewhere herein and any other present financial requirements. In addition, under the two At-the-Market offering programs we may sell and issue shares, having an aggregate remaining capacity of $130.2 million. We may seek additional indebtedness to finance future vessel acquisitions in order to maintain our cash position or to refinance our existing debt on more favorable terms. Our practice has been to fund the cash portion of the acquisition of dry bulk carriers using a combination of funds from operations and bank debt or lease financing secured by mortgages or title of ownership on our dry bulk carriers held by the relevant lenders, respectively. However we may also use the proceeds from potential equity or debt offerings to finance future vessel acquisitions. Our business is capital-intensive and its future success will depend on our ability to maintain a high-quality fleet through the acquisition of newer dry bulk carriers and the selective sale of older dry bulk carriers. These acquisitions will be principally subject to management’s expectation of future market conditions as well as our ability to acquire dry bulk carriers on favorable terms. However our ability to obtain bank or lease financing, to refinance our existing debt or to access the capital markets for offerings in the future, may be limited by our financial condition at the time of any such financing or offering, including the market value of our fleet, as well as by adverse market conditions resulting from, among other things, general economic conditions, weakness in the financial and equity markets and contingencies and uncertainties, that are beyond our control.
5


On March 11, 2020, the World Health Organization declared the 2019 Novel Coronavirus (“COVID -19”) outbreak a pandemic. In response to the outbreak, many countries, ports and organizations, including those where we conduct a large part of our operations, implemented measures to combat the outbreak, such as quarantines and travel restrictions, which resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets.

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

There continues to be a high level of uncertainty relating to how the pandemic will evolve, including as a result of new COVID-19 variants, the availability of vaccines and their global deployment, the development of effective treatments, the imposition of effective public safety and other protective measures and the public's and government's responses to such measures. An increase in the severity or duration or a resurgence of the COVID-19 pandemic could have a material adverse effect on our business, results of operations, cash flows, financial condition, the carrying value of our assets, the fair values of our vessels, and our ability to pay dividends.

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

Dividend Policy

In November 2019, our Board of Directors established a dividend policy, which was updated in May 2021, pursuant to which our Board of Directors intends to declare a dividend in each of February, May, August and November in an amount equal to (a) our Total Cash Balance minus (b) the product of (i) the Minimum Cash Balance per Vessel and (ii) the Number of Vessels.

“Total Cash Balance” means (a) the aggregate amount of cash on our balance sheet as of the last day of the quarter preceding the relevant dividend declaration date minus (b) any proceeds received by us, from vessel sales, or additional proceeds from vessel refinancing arrangements, or securities offerings in the last 12 months that have been earmarked for share repurchases, debt prepayment, vessel acquisitions and general corporate purposes.

“Minimum Cash Balance per Vessel” means $2.10 million for December 31, 2021 and thereafter.

“Number of Vessels” means the total number of vessels owned by us, or that are subject to sale and leaseback transactions and finance leases, as of the last day of the quarter preceding the relevant dividend declaration date.

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

6


Since Star Bulk is a holding company with no material assets other than the shares of its subsidiaries through which it conducts its operations, Star Bulk’s ability to pay dividends will depend on its subsidiaries distributing their earnings and cash flow to it. Any future dividends declared will be at the discretion and remain subject to approval of our Board of Directors each quarter after its review of our financial condition and other factors, including but not limited to our earnings, the prevailing charter market conditions, capital requirements, limitations under our debt agreements and applicable provisions of Marshall Islands law, which generally prohibits the payment of dividends other than from operating surplus or while a company is insolvent or would be rendered insolvent upon the payment of such dividend. Star Bulk’s dividend policy and declaration and payment of dividends may be changed at any time and are subject to legally available funds and our Board of Directors’ determination that each declaration and payment is at the time in the best interests of Star Bulk and its shareholders after its review of our financial performance.

There can be no assurance that our Board of Directors will declare or pay any dividend in the future.

Other Recent Developments

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

Operating Results

Factors Affecting Our Results of Operations

We deploy our vessels on a mix of short to medium time charters or voyage charters, contracts of affreightment or in dry bulk carrier pools, according to our assessment of market conditions. We adjust the mix of these charters to take advantage of the relatively stable cash flow and high utilization rates associated with medium to long-term time charters, or to profit from attractive spot charter rates during periods of strong charter market conditions, or to maintain employment flexibility that the spot market offers during periods of weak charter market conditions. The following table reflects certain operating data of our fleet, including our ownership days and TCE rates, which we believe are important measures for analyzing trends in our results of operations, for the periods indicated:

   
Three-month period ended March 31,
 
(TCE rates expressed in U.S. Dollars)
 
2021
   
2022
 
Average number of vessels (1)
   
119.3
     
128.0
 
Number of vessels (2)
   
125
     
128
 
Average age of operational fleet (in years) (3)
   
9.3
     
10.1
 
Ownership days (4)
   
10,737
     
11,520
 
Available days (5)
   
10,115
     
11,126
 
Charter-in days (6)
   
175
     
199
 
Time Charter Equivalent Rate  (TCE rate) (7)
 
$
15,462
   
$
27,405
 
____________________
(1)
Average number of vessels is the number of vessels that constituted our owned fleet for the relevant period, as measured by the sum of the number of days each operating vessel was a part of our owned fleet during the period divided by the number of calendar days in that period.
(2)
As of the last day of the periods reported.
(3)
Average age of our operational fleet is calculated as of the end of each period.
(4)
Ownership days are the total calendar days each vessel in the fleet was owned by us for the relevant period, including vessels subject to sale and leaseback transactions and finance leases.
7


(5)
Available days for the fleet are the Ownership days after subtracting off-hire days for major repairs, dry docking or special or intermediate surveys and for vessels’ improvements and upgrades. The available days for the first three months of 2022 and 2021 were also decreased by off-hire days relating to disruptions in connection with crew changes as a result of COVID-19. Available Days as presented above may not necessarily be comparable to Available Days of other companies due to differences in methods of calculation.
(6)
Charter-in days are the total days that we charter-in vessels not owned by us.
(7)
Time charter equivalent rate represents the weighted average daily TCE rates of our operating fleet (including owned fleet and fleet under charter-in arrangements). TCE rate is a measure of the average daily net revenue performance of our vessels. Our method of calculating TCE rate is determined by dividing (a) TCE Revenues, which consists of: voyage revenues (net of voyage expenses, charter-in hire expense, amortization of fair value of above/below market acquired time charter agreements, as well as adjusted for the impact of realized gain/(loss) on forward freight agreements (“FFAs”) and bunker swaps) by (b) Available days for the relevant time period. Available days do not include the Charter-in days as per the relevant definitions provided above. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract, as well as commissions. In the calculation of TCE Revenues, we also include the realized gain/(loss) on FFAs and bunker swaps as we believe that this method better reflects the chartering result of our fleet and is more comparable to the method used by our peers. TCE Revenues and TCE rate, which are non-GAAP measures, provide additional meaningful information in conjunction with voyage revenues, the most directly comparable GAAP measure, because they assist our management in making decisions regarding the deployment and use of our vessels and because we believe that they provide useful information to investors regarding our financial performance. TCE rate is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance despite changes in the mix of charter types (i.e., voyage charters, time charters, bareboat charters and pool arrangements) under which its vessels may be employed between the periods. TCE Revenues and TCE rate, as presented above, may not necessarily be comparable to those of other companies due to differences in methods of calculation.

The following table reflects the calculation of our TCE rates as discussed in footnote (7) above. The table presents reconciliation of TCE Revenues to voyage revenues as reflected in the unaudited interim condensed consolidated income statements.

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

8


Voyage Revenues

Voyage revenues are driven primarily by the number of vessels in our operating fleet, the duration of our charters, the number of charter-in days, the amount of daily charter hire or freight rates that our vessels earn under time and voyage charters, respectively, which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the number of vessels chartered-in, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry dock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, levels of supply and demand in the seaborne transportation market.

Vessels operating on time charters for a certain period of time provide more predictable cash flows over that period of time, but can yield lower profit margins than vessels operating in the spot charter market during periods characterized by favorable market conditions. Vessels operating in the spot charter market generate revenues that are less predictable, but may enable us to capture increased profit margins during periods of improvements in charter rates, although we would be exposed to the risk of declining vessel rates, which may have a materially adverse impact on our financial performance. If we employ vessels on period time charters, future spot market rates may be higher or lower than the rates at which we have employed our vessels on period time charters.

Voyage Expenses

Voyage expenses may include port and canal charges, agency fees, fuel (bunker) expenses and brokerage commissions payable to related and third parties. Voyage expenses are incurred for our owned and chartered-in vessels during voyage charters or when the vessel is unemployed. Bunker expenses, port and canal charges primarily increase in periods during which vessels are employed on voyage charters because these expenses are paid by the owners. Our voyage expenses primarily consist of bunkers cost, port expenses and commissions paid in connection with the chartering of our vessels.

Charter-in hire expenses

Charter-in hire expenses represent hire expenses for chartering-in third and related party vessels, either under time charters or voyage charters.

Vessel Operating Expenses

Vessel operating expenses include crew wages and related costs, the cost of insurance and vessel registry, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes, regulatory fees, vessel scrubbers and maintenance expenses of vessel scrubbers and BWTS, lubricants and other miscellaneous expenses. Other factors beyond our control, some of which may affect the shipping industry in general, including for instance, developments relating to market prices for crew wages, lubricants and insurance, may also cause these expenses to increase.

Dry Docking Expenses

Dry docking expenses relate to regularly scheduled intermediate survey or special survey dry docking necessary to preserve the quality of our vessels as well as to comply with international shipping standards and environmental laws and regulations. Dry docking expenses can vary according to the age of the vessel and its condition, the location where the dry docking takes place, shipyard availability and the number of days the vessel is under dry dock. We utilize the direct expense method, under which we expense all dry docking costs as incurred.

Depreciation

We depreciate our vessels on a straight-line basis over their estimated useful lives, which is determined to be 25 years from the date of their initial delivery from the shipyard. Depreciation is calculated based on a vessel’s cost less the estimated residual value.

9


General and Administrative Expenses

We incur general and administrative expenses, including our onshore personnel related expenses, directors’ and executives’ compensation, share based compensation, legal, consulting, audit and accounting expenses.

Management Fees

Management fees include fees paid to third parties as well as related parties providing certain procurement services to our fleet.

(Gain) / Loss on Forward Freight Agreements and Bunker Swaps, net

When deemed appropriate from a risk management perspective, we take positions in freight derivatives, including freight forward agreements (the “FFAs”) and freight options, with an objective to utilize those instruments as economic hedges that are highly effective in reducing the risk on specific vessels trading in the spot market and to take advantage of short term fluctuations in the market prices. Upon the settlement, if the contracted charter rate is less than the average of the rates, as reported by an identified index, for the specified route and time period, the seller of the FFA is required to pay the buyer the settlement sum, being an amount equal to the difference between the contracted rate and the settlement rate, multiplied by the number of days in the specified period covered by the FFA. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. Our FFAs are settled on a daily basis mainly through reputable exchanges such as London Clearing House (LCH) or Singapore Exchange (SGX) so as to limit our exposure in over-the-counter transactions. Customary requirements for trading in FFAs include the maintenance of initial and variation margins based on expected volatility, open position and mark to market of the contracts. The fair value of the FFAs or freight options is treated as asset or liability until they are settled. Any such settlements by us or settlements to us under FFAs or freight options, if any, are recorded under (Gain)/Loss on forward freight agreements and bunker swaps, net.

Also, when deemed appropriate from a risk management perspective, we enter into bunker swap contracts to manage our exposure to fluctuations of bunker prices associated with the consumption of bunkers by our vessels. Bunker swaps are agreements between two parties to exchange cash flows at a fixed price on bunkers, where volume, time period and price are agreed in advance. Our bunker swaps are settled through reputable clearing houses. Bunker price differentials paid or received under the swap agreements are recognized under (Gain)/Loss on forward freight agreements and bunker swaps, net.

The fair value of freight derivatives and bunker swaps is determined through Level 1 inputs of the fair value hierarchy (quoted prices from the applicable exchanges such as the London Clearing House (LCH) or the Singapore Exchange (SGX)). Our FFAs and bunker swaps do not qualify for hedge accounting and therefore unrealized gains or losses are recognized under (Gain)/Loss on forward freight agreements and bunker swaps, net.

Interest and Finance Costs

We incur interest expense and financing costs in connection with our outstanding indebtedness under our existing loan facilities (including sale and leaseback financing transactions). We also incur financing costs in connection with establishing those facilities, which are presented as a direct deduction from the carrying amount of the relevant debt liability and amortize them to interest and financing costs over the term of the underlying obligation using the effective interest method.

Interest Income

We earn interest income on our cash deposits with our lenders and other financial institutions.

Gain / (Loss) on interest rate swaps, net

We enter into interest rate swap transactions to manage interest costs and risk associated with changing interest rates with respect to our variable interest loans and credit facilities. Interest rate swaps are recorded in the balance sheet as either assets or liabilities, measured at their fair value (Level 2), with changes in such fair value recognized in earnings under (gain)/loss on interest rate swaps, net, unless specific hedge accounting criteria are met. When interest rate swaps are designated and qualify as cash flow hedges, the effective portion of the unrealized gains/losses from those swaps is recorded in Other Comprehensive Income / (Loss) while any ineffective portion is recorded as Gain/(loss) on interest rate swaps, net.

10

Results of Operations

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

Voyage revenues net of Voyage expenses: Voyage revenues for the three months ended March 31, 2022 increased to $360.9 million from $200.5 million in the corresponding period in 2021. Time charter equivalent revenues (“TCE Revenues”) (as defined above) were $304.9 million compared to $156.4 million for the corresponding period in 2021, which is indicative of improved market conditions prevailing during the three month period ended March 31, 2022 compared to the corresponding period in 2021. As a result, the TCE rate for the first three months of 2022 was $27,405 compared to $15,462 for the corresponding period in 2021. Please refer to the table above for the calculation of the TCE Revenues and TCE and their reconciliation with Voyage Revenues, which is the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Charter-in hire expenses: Charter-in hire expenses for the three months ended March 31, 2022 and 2021 were $4.0 million and $2.9 million, respectively. This increase is attributable to the increase in charter-in days to 199 in the first three months of 2022 from 175 in the corresponding period in 2021 as well as the increased charter-in rates prevailing during 2022.

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

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

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

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

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

(Gain)/Loss on forward freight agreements and bunker swaps, net: For the three month period ended March 31, 2022, we incurred a net loss on FFAs and bunker swaps of $2.6 million, consisting of an unrealized loss of $4.0 million and a realized gain of $1.4 million. For the three month period ended March 31, 2021, we incurred a net loss on FFAs and bunker swaps of $2.1 million, consisting of an unrealized loss of $1.2 million and realized loss of $0.9 million.
11


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

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

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

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

Significant Accounting Policies and Critical Accounting Estimates

For a description of our critical accounting estimates and all of our significant accounting policies, see Note 2 to our audited financial statements and “Item 5 - Operating and Financial Review and Prospects,” included in our 2021 Annual Report. There have been no material changes from the “Critical Accounting Estimates” previously disclosed in our 2021 Annual Report.

12


STAR BULK CARRIERS CORP.
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
Consolidated Balance Sheets as of December 31, 2021 and March 31, 2022 (unaudited)

F-2
Unaudited Interim Condensed Consolidated Income Statements for the three-month periods ended March 31, 2021 and 2022

F-3
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income/(Loss) for the three-month periods ended March 31, 2021 and 2022

F-4
Unaudited Interim Condensed Consolidated Statements of Stockholders’ Equity for the three-month periods ended March 31, 2021 and 2022

F-5
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2021 and 2022

F-6
 Notes to Unaudited Interim Condensed Consolidated Financial Statements


F-7

F-1

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

The accompanying notes are integral part of these unaudited interim condensed consolidated financial statements

F-2


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

The accompanying notes are integral part of these unaudited interim condensed consolidated financial statements

F-3


STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income / (Loss)
For the three-month periods ended March 31, 2021 and 2022
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
 
 
Three months ended March 31,
 
 
 
2021
   
2022
 
 Net income / (loss)
 
$
35,763
   
$
170,364
 
 Other comprehensive income / (loss):
               
 Unrealized gains / losses from cash flow hedges:
               
 Unrealized gain / (loss) from hedging interest rate swaps recognized in Other comprehensive income/(loss) before reclassifications
   
5,419
     
16,225
 
 Less:
               
 Reclassification adjustments of interest rate swap gain/(loss)
   
442
     
379
 
 Other comprehensive income / (loss)
   
5,861
     
16,604
 
 Total comprehensive income / (loss)
 
$
41,624
   
$
186,968
 

 The accompanying notes are integral part of these unaudited interim condensed consolidated financial statements



F-4

STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Stockholders’ Equity
For the three-month periods ended March 31, 2021 and 2022
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

   
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, 2021
   
97,146,687
   
$
971
   
$
2,548,956
   
$
(3,993
)
 
$
(996,314
)
 
$
(93
)
 
$
1,549,527
 
 Net income / (loss)
   
-
     
-
     
-
     
-
     
35,763
     
-
     
35,763
 
 Other comprehensive income / (loss)
   
-
     
-
     
-
     
5,861
     
-
     
-
     
5,861
 
 Amortization of share-based compensation (Note 10)
   
-
     
-
     
313
     
-
     
-
     
-
     
313
 
 Acquisition of Eneti vessels
   
2,649,203
     
27
     
39,646
     
-
     
-
     
-
     
39,673
 
 Acquisition of ER vessels
   
2,100,000
     
21
     
22,152
     
-
     
-
     
-
     
22,173
 
 Cancellation of treasury stock
   
(6,971
)
   
-
     
(93
)
   
-
     
-
     
93
     
-
 
 BALANCE, March 31, 2021
   
101,888,919
   
$
1,019
   
$
2,610,974
   
$
1,868
   
$
(960,551
)
 
$
-
   
$
1,653,310
 
 
                                                       
                                                         
 BALANCE, January 1, 2022
   
102,294,758
   
$
1,023
   
$
2,618,319
   
$
6,933
   
$
(546,257
)
 
$
-
   
$
2,080,018
 
 Net income / (loss)
   
-
     
-
     
-
     
-
     
170,364
     
-
     
170,364
 
 Other comprehensive income / (loss)
   
-
     
-
     
-
     
16,604
     
-
     
-
     
16,604
 
 Issuance of vested and non-vested shares and amortization of share-based compensation (Note 10)
   
245
     
-
     
1,233
     
-
     
-
     
-
     
1,233
 
 Dividend declared ($2.00 per share) (Note 8)
   
-
     
-
     
-
     
-
     
(204,568
)
   
-
     
(204,568
)
 Equity offerings, net (Note 8)
   
147,898
     
1
     
4,349
     
-
     
-
     
-
     
4,350
 
 Offering expenses
   
-
     
-
     
(85
)
   
-
     
-
     
-
     
(85
)
 BALANCE, March 31, 2022
   
102,442,901
   
$
1,024
   
$
2,623,816
   
$
23,537
   
$
(580,461
)
 
$
-
   
$
2,067,916
 
                                                         

The accompanying notes are integral part of these unaudited interim condensed consolidated financial statements


F-5

STAR BULK CARRIERS CORP.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
For the three-month periods ended March 31, 2021 and 2022
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)
    
Three months ended March 31,
 
   
2021
   
2022
 
Cash Flows from Operating Activities:
           
Net income / (loss)
 
$
35,763
   
$
170,364
 
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
               
Depreciation (Note 5)
   
36,233
     
38,461
 
Amortisation of fair value of below market time charters
   
(187
)
   
-
 
Amortization of debt (loan, lease & notes) issuance costs (Note 7)
   
1,815
     
1,339
 
Share-based compensation (Note 10)
   
313
     
1,233
 
(Gain)/Loss on time charter agreement termination
   
(1,102
)
   
-
 
Change in fair value of forward freight derivatives and bunker swaps (Note 12)
   
1,194
     
4,060
 
Other non-cash charges
   
(208
)
   
(112
)
Equity in income / (loss) of investee
   
(29
)
   
17
 
Changes in operating assets and liabilities:
               
(Increase)/Decrease in:
               
Trade accounts receivable
   
(5,224
)
   
(5,760
)
Inventories
   
(12,778
)
   
(8,930
)
Prepaid expenses and other receivables
   
(8,710
)
   
(173
)
Derivatives asset
   
1
     
(136
)
Due from related parties
   
(270
)
   
(524
)
Due from managers
   
358
     
9,404
 
Increase/(Decrease) in:
               
Accounts payable
   
13,483
     
18,014
 
Due to related parties
   
(240
)
   
1,297
 
Accrued liabilities
   
8,913
     
5,151
 
Due to managers
   
7,079
     
4,589
 
Deferred revenue
   
2,772
     
(9,138
)
Net cash provided by / (used in) Operating Activities
   
79,176
     
229,156
 
 
               
Cash Flows from Investing Activities:
               
Advances for vessels & vessel upgrades and other fixed assets
   
(64,831
)
   
(6,414
)
Hull and machinery insurance proceeds
   
4,544
     
1,600
 
Net cash provided by / (used in) Investing Activities
   
(60,287
)
   
(4,814
)
 
               
Cash Flows from Financing Activities:
               
Proceeds from bank loans, leases and notes
   
39,000
     
-
 
Loan and lease prepayments and repayments
   
(46,416
)
   
(52,756
)
Financing and debt extinguishment fees paid
   
(1,340
)
   
-
 
Refund of financing premia
   
903
         
Dividends paid (Note 8)
   
-
     
(204,801
)
Proceeds from issuance of common stock
   
-
     
4,350
 
Net cash provided by / (used in) Financing Activities
   
(7,853
)
   
(253,207
)
 
               
Net increase/(decrease) in cash and cash equivalents and restricted cash
   
11,036
     
(28,865
)
Cash and cash equivalents and restricted cash at beginning of period
   
195,531
     
473,271
 
 
               
Cash and cash equivalents and restricted cash at end of period
 
$
206,567
   
$
444,406
 
 
               
SUPPLEMENTAL CASH FLOW INFORMATION:
               
 
               
  Cash paid during the period for:
               
Interest
 
$
12,283
   
$
10,386
 
Non-cash investing and financing activities:
               
Shares issued in connection with vessel acquisitions
   
61,977
     
-
 
Vessel upgrades
   
2,876
     
1,619
 
Assumed debt upon acquisition
   
86,929
     
-
 
                 
Reconciliation of (a) cash and cash equivalents, and restricted cash reported within the consolidated balance sheets to (b) the total amount of such items reported in the statements of cash flows:
               
Cash and cash equivalents
 
$
189,127
   
$
424,124
 
Restricted cash, current (Note 7)
   
12,419
     
18,261
 
Restricted cash, non-current (Note 7)
   
5,021
     
2,021
 
Cash and cash equivalents and restricted cash at end of period shown in the statement of cash flows
 
$
206,567
   
$
444,406
 

The accompanying notes are integral part of these unaudited interim condensed consolidated financial statements


F-6


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

1. Basis of Presentation and General Information:
Star Bulk Carriers Corp. (“Star Bulk”) is a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Star Bulk was incorporated in the Marshall Islands on December 13, 2006 and maintains offices in Athens, New York, Limassol, Singapore and Germany. Star Bulk’s common shares trade on the NASDAQ Global Select Market under the ticker symbol “SBLK”.
The unaudited interim condensed consolidated financial statements include the accounts of Star Bulk and its wholly owned subsidiaries (collectively, the “Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for annual financial statements.
These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements for the year ended December 31, 2021 and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the three-month period ended March 31, 2022 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2022.
The unaudited interim condensed consolidated financial statements presented in this report should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2021 included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2021 (the “2021 Annual Report”). The balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements as of that date, but, pursuant to the requirements for interim financial information, does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
Unless otherwise defined herein, capitalized words and expressions used herein shall have the same meanings ascribed to them in the 2021 Annual Report.
On March 11, 2020, the World Health Organization declared the 2019 Novel Coronavirus (“COVID -19”) outbreak a pandemic. In response to the outbreak, many countries, ports and organizations, including those where the Company conducts a large part of its operations, implemented measures to combat the outbreak, such as quarantines and travel restrictions, which resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets.

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

There continues to be a high level of uncertainty relating to how the pandemic will evolve, including as a result of new COVID-19 variants, the availability of vaccines and their global deployment, the development of effective treatments, the imposition of effective public safety and other protective measures and the public's and government's responses to such measures. An increase in the severity or duration or a resurgence of the COVID-19 pandemic could have a material adverse effect on the Company’s business, results of operations, cash flows, financial condition, the carrying value of the Company’s assets, the fair values of the Company’s vessels, and the Company’s ability to pay dividends.

F-7

STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)


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

As of March 31, 2022, the Company owned a modern fleet of 128 dry bulk vessels consisting of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax vessels with a carrying capacity between 52,425 deadweight tonnage (“dwt”) and 209,529 dwt, a combined carrying capacity of 14.1 million dwt and an average age of 10.1 years.
F-8

STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)


2. Significant accounting policies and recent accounting pronouncements:
A summary of the Company’s significant accounting policies and recent accounting pronouncements is included in Note 2 to the Company’s consolidated financial statements included in the 2021 Annual Report. There have been no changes to the Company’s significant accounting policies and recent accounting pronouncements in the three-month period ended March 31, 2022.
The time charter-in payments required to be made after March 31, 2022, for the outstanding operating lease liabilities of the time charter-in agreements with an initial term exceeding 12 months, recognized on the balance sheet, as described in Note 2x) A) to the Company’s consolidated financial statements included in the 2021 Annual Report, are as follows:

Twelve month periods ending
 
Amount
 
March 31, 2023
 
$
11,739
 
March 31, 2024
   
9,573
 
March 31, 2025
   
5,900
 
March 31, 2026
   
6,242
 
March 31, 2027
   
5,900
 
March 31, 2028 and thereafter
   
10,464
 
Total undiscounted lease payments
 
$
49,818
 
Discount based on incremental borrowing rate
   
(4,716
)
Present value of lease liability
   
45,102
 
         
The weighted average remaining lease term of these charter-in arrangements as of March 31, 2022 is 5.70 years.
The office rental payments required to be made after March 31, 2022, for the outstanding operating lease liabilities of the office rental arrangements, recognized on the balance sheet, as described in Note 2x) D) to the Company’s consolidated financial statements included in the 2021 Annual Report, are as follows:

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

The weighted average remaining lease term of these office rent arrangements as of March 31, 2022 is 1.81 years. Office rent expenses for the three-month periods ended March 31, 2021 and 2022 were $127 and $120, respectively.
F-9

STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)


3. Transactions with Related Parties:
Details of the Company’s transactions with related parties did not change in the three-month period ended March 31, 2022 and are discussed in Note 3 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report.
Transactions and balances with related parties are analyzed as follows:
Balance Sheets
 
 
December 31, 2021
   
March 31, 2022
 
Due from related parties
           
Oceanbulk Maritime and its affiliates
 
$
133
   
$
242
 
Interchart
   
3
     
3
 
AOM
   
52
     
-
 
Starocean
   
34
     
34
 
Augustea Technoservices Ltd. and affiliates
   
-
     
487
 
Product Shipping & Trading S.A.
   
20
     
-
 
Due from related parties
 
$
242
   
$
766
 
                 
Due to related parties
               
Combine Marine Ltd.
 
$
18
   
$
-
 
Management and Directors Fees
   
159
     
12
 
Hartree Marine Fuels LLC
   
-
     
1,293
 
Augustea Technoservices Ltd. and affiliates
   
877
     
-
 
Iblea Ship Management Limited
   
372
     
1,418
 
Due to related parties
 
$
1,426
   
$
2,723
 
 
               
Income Statements

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


F-10


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

4. Inventories:
The amounts shown in the consolidated balance sheets are analyzed as follows:
   
December 31, 2021
   
March 31, 2022
 
 Lubricants
 
$
12,522
   
$
13,775
 
 Bunkers
   
62,555
     
70,232
 
 Total
 
$
75,077
   
$
84,007
 
 
               
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, 2021
 
$
3,818,440
   
$
(805,402
)
 
$
3,013,038
 
 - Acquisition of other fixed assets, vessel improvements and other vessel costs
   
8,033
     
-
     
8,033
 
 - Depreciation for the period
   
-
     
(38,461
)
   
(38,461
)
 Balance, March 31, 2022
 
$
3,826,473
   
$
(843,863
)
 
$
2,982,610
 

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

There was no change to the Company’s operating fleet during the three-month period ended March 31, 2022, while during this period the Company continued the technical upgrades to its fleet, such as the installation of ballast water treatment systems (“BWTS”)  and Energy Saving Devices (“ESD”).
F-11

STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)


6. Lease financing:
Details of the Company’s lease financings are discussed in Note 6 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report.
All of the Company’s lease financings bear interest at LIBOR plus a margin. The corresponding interest expense of the Company’s bareboat lease financing activities is included within “Interest and finance costs” in the unaudited interim condensed consolidated income statements (Note 7).
Some of the Company’s lease financings contain financial and other covenants similar to those included in its credit facilities, as described in Note 7 below and in Note 7 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report, with which, as of March 31, 2022, the Company was in compliance (Note 7).
The principal payments required to be made after March 31, 2022, for the Company’s outstanding finance lease obligations recognized on the balance sheet, as of that date, are as follows:

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

7. Long-term bank loans:
Details of the Company’s credit facilities and debt securities are discussed in Note 7 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report.
In addition to the scheduled repayments during the three month period ended March 31, 2022, on March 24, 2022 the Company prepaid an amount of $4,100 corresponding to the outstanding loan amount of the vessel Star Omicron under the HSBC $80,000 Facility. Furthermore, as further discussed in Note 7 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report, the HSBC Working Capital Facility, which had been subject to annual renewals from the lender, was not renewed in February 2022.
The Company’s credit facilities contain financial covenants and undertakings, a summary of which is included in Note 7 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report.

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

STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)


7. Long-term bank loans - continued:

As of March 31, 2022, the Company was in compliance with the applicable financial and other covenants contained in its debt agreements and lease financings described in Note 6.
The principal payments required to be made after March 31, 2022 for all of the then-outstanding bank debt, are as follows:
Twelve month periods ending
 
Amount
 
March 31, 2023
 
$
155,396
 
March 31, 2024
   
244,901
 
March 31, 2025
   
211,705
 
March 31, 2026
   
174,445
 
March 31, 2027
   
210,540
 
March  31, 2028 and thereafter
   
62,443
 
Total Long-term bank loans
 
$
1,059,430
 
Unamortized loan issuance costs
   
(9,862
)
Total Long-term bank loans, net
 
$
1,049,568
 
Current portion of long-term bank loans
   
155,396
 
Long-term bank loans, net of current portion and unamortized loan issuance costs
   
894,172
 

All of the Company’s bank loans and applicable lease financings bear interest at LIBOR plus a margin, except for the DSF $55,000 Facility (Note 12).The weighted average interest rate (including the margin) related to the Company’s existing bank loans and lease financings for the three-month periods ended March 31, 2021 and 2022 was 3.06% and 2.74%, respectively.
The amounts of “Interest and finance costs” included in the unaudited interim condensed consolidated income statements are analyzed as follows:
 
Three months ended March 31
   
2021
   
2022
Interest on financing agreements
$
11,850
 
$
10,046
Reclassification adjustments of interest rate swap loss/(gain) transferred to Interest and finance costs from Other Comprehensive Income (Note 12)
 
442
 
 
379
Amortization of debt (loan, lease & notes) issuance costs
 
1,815
 
 
1,339
Other bank and finance charges
 
333
 
 
318
Interest and finance costs
$
14,440
 
$
12,082

8. Preferred and Common Shares and Additional Paid-in Capital:
Details of the Company’s preferred shares and common shares are discussed in Note 8 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report.
During the three months ended March 31, 2022, the Company issued and sold 147,898 common shares through the effective at-the-market offering programs for net proceeds of $4,350. In addition, 245 common shares were issued under the Company’s Equity Incentive Plans, as defined in Note 10 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report.
Pursuant to its dividend policy during the three month period ended March 31, 2022, the Company declared and paid a cash dividend of $204,568 (or $2.00 per common share) for the fourth quarter of 2021.
F-13


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

9. Earnings per Share:
The computation of basic earnings per share is based on the weighted average number of common shares outstanding for the three-month periods ended March 31, 2021 and 2022. The calculation of basic earnings per share does not consider the non-vested shares as outstanding until the time-based vesting restriction has lapsed. Diluted earnings per share gives effect to stock awards, stock options and restricted stock units using the treasury stock method, unless the impact is anti-dilutive.
The Company calculates basic and diluted earnings per share as follows:
 
 
Three months ended March 31,
 
 
 
2021
   
2022
 
Income / (Loss) :
           
Net income / (loss)
 
$
35,763
   
$
170,364
 
                 
 
               
Basic earnings / (loss) per share:
               
Weighted average common shares outstanding, basic
   
98,712,581
     
101,981,583
 
Basic earnings / (loss) per share
 
$
0.36
   
$
1.67
 
 
               
Effect of dilutive securities:
               
Dillutive effect of non vested shares
   
307,363
     
276,090
 
Weighted average common shares outstanding, diluted
   
99,019,944
     
102,257,673
 
 
               
Diluted earnings / (loss) per share
 
$
0.36
   
$
1.67
 

10. Equity Incentive Plans:
Details of the Company’s equity incentive plans and share awards granted through December 31, 2021, are discussed in Note 10 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report.
The stock based compensation cost for the three month period ended March 31, 2021 amounted to $313. The stock based compensation cost for the three month period ended March 31, 2022 amounted to $1,233 and included an amount of $770 recognized in connection with the scrubber incentive award approved on June 7, 2021 (as further described in Note 10 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report). The respective charge was calculated based on the Company’s estimate of the intrinsic value of the award basis March 31, 2022 VLSFO-HSFO spread and assuming 5% of scrubber savings to be awarded by the Board of Directors.
A summary of the status of the Company’s non-vested restricted shares as of March 31, 2022 and the movement during the three-month period ended March 31, 2022 is presented below.
   
Number of shares
   
Weighted Average Grant Date Fair Value
 
Unvested as at January 1, 2022
   
335,329
   
$
10.65
 
Granted
   
-
     
-
 
Vested
   
-
     
-
 
Unvested as at March 31, 2022
   
335,329
   
$
10.65
 

As of March 31, 2022, the estimated compensation cost relating to non-vested restricted share awards not yet recognized is $6,889 (including the scrubber incentive award) and is expected to be recognized over the weighted average period of 2.53 years. During the three month period ended March 31, 2022 the Company paid $671 for dividends to non-vested shares.
F-14

STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

11. Commitments and Contingencies:
a) Commitments:
The following tables set forth inflows and outflows related to the Company’s charter party arrangements and other commitments, as at March 31, 2022.
Charter party arrangements:
 
 
Twelve month periods ending March 31,
 
+ inflows/ - outflows
 
Total
   
2023
   
2024
   
2025
   
2026
   
2027
   
2028 and thereafter
 
Future, minimum, non-cancellable charter revenue (1)
 
$
68,459
   
$
68,459
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                                         
Total
 
$
68,459
   
$
68,459
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                                         

(1)
The amounts represent the minimum contractual charter revenues to be generated from the existing, as of March 31, 2022, non-cancellable time charter agreements, until their expiration, net of address commission, assuming no off-hire days other than those related to scheduled interim and special surveys of the vessels.
Other commitments:

 
 
 
Twelve month periods ending March 31,
+ inflows/ - outflows
 
 
Total
 
 
2023
 
 
2024
 
 
2025
 
 
2026
 
 
2027
 
 
2028 and thereafter
Vessel BWTS and ESD (1)
 
 
             (19,558)
 
 
      (17,154)
 
 
        (2,404)
 
 
                   -
 
 
                -
 
 
                -
 
 
                       -
                                           
Total
 
$
           (19,558)
 
$
     (17,154)
 
$
       (2,404)
 
$
                   -
 
$
                -
 
$
                -
 
$
                       -

(1)
The amounts represent the Company’s commitments as of March 31, 2022, for vessel upgrades (BWTS and ESD).

b) Legal proceedings
Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels.  The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure.  Currently, management is not aware of, and has not accrued for, any such claims or contingent liabilities requiring disclosure in the unaudited interim condensed consolidated financial statements.
F-15

STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)


12. Fair value measurements and Hedging:
Interest rate swaps
The Company from time to time enters into interest rate derivative contracts to manage interest costs and risks associated with changing interest rates with respect to certain of its credit facilities. Details of the Company’s interest rate swaps are discussed in Note 17 of the Company’s consolidated financial statements for the year ended December 31, 2021, included in the 2021 Annual Report.
The Company’s interest rate swaps were designated and qualified as cash flow hedges. The effective portion of the unrealized gains/losses from those swaps is recorded in Other Comprehensive Income / (Loss). No portion of the cash flow hedges was ineffective during the three-month periods ended March 31, 2021 and 2022.

A gain of approximately $10,030 in connection with the interest rate swaps is expected to be reclassified into earnings during the following 12-month period when realized.

Freight Derivatives and Bunker Swaps
During the year ended December 31, 2021 and the three-month period ended March 31, 2022, the Company entered into a number of freight derivatives, including freight forward agreements (“FFAs”), freight options and bunker swaps, the results of which for the three-month periods ended March 31, 2021 and 2022 and the valuation of their open positions as at December 31, 2021 and March 31, 2022 are presented in the tables below.
The amounts of Gain / (Loss) on interest rate swaps, freight derivatives and bunker swaps recognized in the unaudited interim condensed consolidated income statements, are analyzed as follows:
 
 
Three months ended March 31,
 
   
2021
   
2022
 
Consolidated Statement of Operations
           
 
           
Interest and finance costs
           
Reclassification adjustments of interest rate swap loss/(gain) transferred to Interest and finance costs from Other comprehensive income/(loss) (Note 7)
   
(442
)
   
(379
)
Total Gain/(loss) recognized
 
$
(442
)
 
$
(379
)
 
               
Gain/(loss) on forward freight agreements and bunker swaps, net
               
Realized gain/(loss) on forward freight agreements and freight options
   
(891
)
   
5,523
 
Realized gain/(loss) on bunker swaps
   
-
     
(4,086
)
Unrealized gain/(loss) on forward freight agreements and freight options
   
(1,194
)
   
(4,353
)
Unrealized gain/(loss) on bunker swaps
   
-
     
293
 
Total Gain/(loss) recognized
 
$
(2,085
)
 
$
(2,623
)

F-16

STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)


12. Fair value measurements and Hedging - continued:
The following table summarizes the valuation of the Company’s financial instruments as of December 31, 2021 and March 31, 2022. The fair value of freight derivatives and bunker swaps was determined through Level 1 inputs of the fair value hierarchy (quoted prices from the applicable exchanges such as London Clearing House (LCH) or Singapore Exchange (SGX)), while the fair value of the interest rate swaps was determined through Level 2 inputs of the fair value hierarchy (such as interest rate curves).
 
  
 
Significant Other Observable Inputs (Level 2)
 
      
December 31, 2021
   
March 31, 2022
 
Balance Sheet Location
 
(not designated as cash flow hedges)
   
(designated as cash flow hedges)
   
(not designated as cash flow hedges)
   
(designated as cash flow hedges)
 
ASSETS
                         
Forward freight agreements - current
Derivatives, current asset portion
 
$
1,440
     
-
   
$
-
     
222
 
Bunker swaps - current
Derivatives, current asset portion
 
$
7
     
-
   
$
-
     
-
 
Forward freight agreements - non-current
Derivatives, non-current asset portion
 
$
150
     
-
   
$
-
     
113
 
Total
   
$
1,597
     
-
   
$
-
     
334
 
LIABILITIES
 
                               
Forward freight agreements - current
Derivatives, current asset portion
 
$
-
     
-
   
$
-
     
3,098
 
Bunker swaps - current
Derivatives, current asset portion
 
$
300
     
-
   
$
-
     
-
 
Total
   
$
300
     
-
   
$
-
     
3,098
 

 
  
 
Significant Other Observable Inputs (Level 2)
 
      
December 31, 2021
   
March 31, 2022
 
Balance Sheet Location
 
(not designated as cash flow hedges)
   
(designated as cash flow hedges)
   
(not designated as cash flow hedges)
   
(designated as cash flow hedges)
 
ASSETS
                         
Interest rate swaps - current
Derivatives, current asset portion
 
$
-
     
549
   
$
-
     
8,682
 
Interest rate swaps - non-current
Derivatives, non-current asset portion
 
$
-
     
6,763
   
$
-
     
14,927
 
Total
 
 
$
-
     
7,312
   
$
-
     
23,609
 
LIABILITIES
                                 
Interest rate swaps - current
Derivatives, current liability portion
 
$
-
     
443
   
$
-
     
-
 
Total
 
 
$
-
     
443
   
$
-
     
-
 

Certain of the Company’s financial instruments discussed above require the Company to periodically post additional collateral depending on the level of any open position under such financial instruments, which as of December 31, 2021 and March 31, 2022 amounted to $10,128 and $7,295, respectively, and are included within “Restricted cash, current” in the consolidated balance sheets (Note 7).
The carrying values of temporary cash investments, restricted cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. The fair value of long-term bank loans and financing under bareboat leases (Level 2), bearing interest at variable interest rates, approximates their recorded values as of March 31, 2022, due to the variable interest rate nature thereof. The fair value of the DSF $55,000 Facility (Note 7) as of March 31, 2022, measured through level 2 inputs (such as interest rate curves) is $48,384, which is $270 lower than the loan’s book value of $48,654.
F-17


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)


13. Voyage revenues:

The following table shows the voyage revenues earned from time charters, voyage charters and pool agreements for the three-month periods ended March 31, 2021 and 2022, as presented in the consolidated income statements:

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

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

Further, as of March 31, 2022, deferred assets related to revenue contracts (included within “Other current assets” in the consolidated balance sheets) remained almost unchanged compared to December 31, 2021, from $4,923 to $4,931. The outstanding balance is mainly affected by the timing of commencement of revenue recognition.

Under ASC 606, unearned voyage charter revenue represents the consideration received for undelivered performance obligations. The Company recorded $24,960 as unearned revenue related to voyages in progress as of December 31, 2021, which were recognized in earnings in the three month period ended March 31, 2022 as the performance obligations were satisfied in that period. In addition, the Company recorded $15,822 as unearned revenue related to voyages in progress as of March 31, 2022, which will be recognized in earnings during the remaining of the year ending December 31, 2022 as the performance obligations will be satisfied during that period.

The adjustment to Company’s revenues from the vessels operating in the CCL Pool, deriving from the allocated pool result for those vessels as determined in accordance with the agreed-upon formula, for the three-month periods ended March 31, 2021 and 2022 was ($320) and $3,962, respectively, and is included within “Pool Revenues” in the table above, while the corresponding adjustment to Company’s revenues from the Short Pool for the three-month periods ended March 31, 2021 and 2022 was ($171) and $147 and is included within “Pool Revenues” in the table above. Pool Revenues also include other minor participation adjustments.
 

F-18

STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements March 31, 2022
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)



14. Subsequent Events:

On May 24, 2022, pursuant to the Company’s dividend policy, the Company’s Board of Directors declared a quarterly cash dividend of $1.65 per share payable on or about June 16, 2022 to all shareholders of record as of June 3, 2022. The ex-dividend date is expected to be June 2, 2022.

Subsequent to March 31, 2022, the Company issued and sold 506,792 common shares through the effective at-the-market offering programs for net proceeds of $15,442. In addition, subsequent to March 31, 2022, the Company repurchased 450,011 shares under the authorized share repurchase program (the “Share Repurchase Program”) in open market transactions at an average price of $26.07 per share, for an aggregate consideration of $11,731. The repurchased shares were cancelled and removed from the Company’s share capital.

On May 24, 2022, the Company repaid the outstanding amounts of $83.6 million under the lease agreements of the Eneti Acquisition Vessels acquired in February 2021. The Company has received credit committee approval from a major European Bank for an amount of up to $100.0 million to replenish the cash used for the prepayment of the outstanding lease amounts of the aforementioned vessels and refinance two additional vessels with an outstanding debt balance of $16.1 million as of the date of the Company’s unaudited interim condensed consolidated financial statements for the three months ended March 31, 2022.

Subsequent to March 31, 2022, the Company's Board of Directors adopted the 2022 Equity Incentive Plan (the “2022 Plan”) and reserved for issuance 810,000 common shares thereunder, all of which were granted to certain directors, officers and employees.




F-19