EX-99.1 2 ex99-1.htm MANAGEMENT'S DISCUSSION AND ANALYSIS

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, 2023 and 2024. 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, 2023, which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 13, 2024 (the “2023 Annual Report”). Unless otherwise defined herein, capitalized words and expressions used herein shall have the same meanings ascribed to them in the 2023 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, Germany and Denmark. Our common shares trade on the Nasdaq Global Select Market under the symbol “SBLK.” On April 9, 2024, the previously announced Eagle Merger (as defined below) was completed following the approval of shareholders of Eagle Bulk Shipping Inc. (NYSE: EGLE) (“Eagle”) and receipt of applicable regulatory approvals and satisfaction of customary closing conditions.
 
Eagle Merger

On December 11, 2023, we entered into a definitive agreement with Eagle (the “Eagle Merger Agreement”) to combine in an all-stock merger (the “Eagle Merger”). The Eagle Merger was completed on April 9, 2024 following Eagle shareholders’ approval and receipt of applicable regulatory approvals and satisfaction of customary closing conditions. Each Eagle shareholder received 2.6211 shares of Star Bulk common stock for each share of Eagle common stock owned. As a result of the Eagle Merger, a total number of 29,017,999 shares of Star Bulk common stock were issued on April 9, 2024. Eagle common stock has ceased trading and is no longer listed on the New York Stock Exchange.

Our Fleet

During the first quarter of 2024, the previously announced sold vessels Star Glory, Big Fish, Pantagruel, Star Bovarius and Big Bang were delivered to their new owners while Star Dorado was delivered to her new owners in late April 2024.

Following the closing of the Eagle Merger, we acquired Eagle’s fleet which consisted of 52 dry bulk Supramax/Ultramax vessels. Prior to the closing of the Eagle Merger, Eagle had agreed to sell the vessels Crested Eagle, which was delivered to her new owners on April 18, 2024, and Stellar Eagle, which is expected to be delivered to her new owners by June 2024.

In addition, in February, March and April 2024, we agreed to sell vessels Star Audrey, Star Pyxis, Star Paola and Crowned Eagle. Star Paola was delivered to her new owners on April 29, 2024 and the remaining three vessels are expected to be delivered to their new owners by June 2024.

Overall, in connection with the sales that completed or will be completed during the second quarter of 2024, we expect to collect total proceeds of $129.6 million and to make debt prepayments in connection with these sales of approximately $22.6 million.

1


On a fully delivered basis, taking into account the delivery of the vessels agreed to be sold or constructed as of May 21, 2024 as further discussed above, our owned fleet consists of 161 operating vessels with an aggregate carrying capacity of approximately 15.4 million dwt, 97% of which are fitted with Exhaust Gas Cleaning Systems (“scrubbers”) consisting of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax vessels.

The following tables present summary information relating to our fleet as of May 21, 2024:

2


Operating Fleet:

 
 
 
 
 
Date
 
 
 
Wholly Owned Subsidiaries
Vessel Name
DWT
Delivered to Star Bulk
Year Built
1
 
Sea Diamond Shipping LLC
Goliath
209,537
July 15, 2015
2015
2
 
Pearl Shiptrade LLC
Gargantua
209,529
April 2, 2015
2015
3
 
Star Ennea LLC
Star Gina 2GR
209,475
February 26, 2016
2016
4
 
Coral Cape Shipping LLC
Maharaj
209,472
July 15, 2015
2015
5
 
Star Castle II LLC
Star Leo
207,939
May 14, 2018
2018
6
 
ABY Eleven LLC
Star Laetitia
207,896
August 3, 2018
2017
7
 
Domus Shipping LLC
Star Ariadne
207,812
March 28, 2017
2017
8
 
Star Breezer LLC
Star Virgo
207,810
March 1, 2017
2017
9
 
Star Seeker LLC
Star Libra
207,765
June 6, 2016
2016
10
 
ABY Nine LLC
Star Sienna
207,721
August 3, 2018
2017
11
 
Clearwater Shipping LLC
Star Marisa
207,709
March 11 2016
2016
12
 
ABY Ten LLC
Star Karlie
207,566
August 3, 2018
2016
13
 
Star Castle I LLC
Star Eleni
207,555
January 3, 2018
2018
14
 
Festive Shipping LLC
Star Magnanimus
207,526
March 26, 2018
2018
15
 
New Era II Shipping LLC
Debbie H
206,861
May 28, 2019
2019
16
 
New Era III Shipping LLC
Star Ayesha
206,852
July 15, 2019
2019
17
 
New Era I Shipping LLC
Katie K
206,839
April 16, 2019
2019
18
 
Cape Ocean Maritime LLC
Leviathan
182,511
September 19, 2014
2014
19
 
Cape Horizon Shipping LLC
Peloreus
182,496
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
180,274
December 29, 2014
2008
23
 
Christine Shipco LLC
Star Martha
180,274
October 31, 2014
2010
24
 
Star Nor III LLC
Star Lyra
179,147
July 6, 2018
2009
25
 
Star Regg V LLC
Star Borneo
178,978
January 26, 2021
2010
26
 
Star Regg VI LLC
Star Bueno
178,978
January 26, 2021
2010
27
 
Star Regg IV LLC
Star Marilena
178,978
January 26, 2021
2010
28
 
Star Regg II LLC
Star Janni
178,978
January 7, 2019
2010
29
 
Star Regg I LLC
Star Marianne
178,906
January 14, 2019
2010
30
 
Star Trident V LLC
Star Angie
177,931
October 29, 2014
2007
31
 
Global Cape Shipping LLC
Kymopolia
176,990
July 11, 2014
2006
32
 
Star Trident XXV LLC
Star Triumph
176,343
December 8, 2017
2004
33
 
ABY Fourteen LLC
Star Scarlett
175,649
August 3, 2018
2014
34
 
ABY Fifteen LLC
Star Audrey (2)
175,125
August 3, 2018
2011
35
 
ABM One LLC
Star Eva
106,659
August 3, 2018
2012

\
3


Operating Fleet - Continued:

         
Date
 
   
Wholly Owned Subsidiaries
Vessel Name
DWT
Delivered to Star Bulk
Year Built
36
 
Nautical Shipping LLC
Amami
98,681
July 11, 2014
2011
37
 
Majestic Shipping LLC
Madredeus
98,681
July 11, 2014
2011
38
 
Star Sirius LLC
Star Sirius
98,681
March 7, 2014
2011
39
 
Star Vega LLC
Star Vega
98,681
February 13, 2014
2011
40
 
ABY II LLC
Star Aphrodite
92,006
August 3, 2018
2011
41
 
Augustea Bulk Carrier LLC
Star Piera
91,951
August 3, 2018
2010
42
 
Augustea Bulk Carrier LLC
Star Despoina
91,951
August 3, 2018
2010
43
 
Star Nor IV LLC
Star Electra
83,494
July 6, 2018
2011
44
 
Star Alta I LLC
Star Angelina
82,981
December 5, 2014
2006
45
 
Star Alta II LLC
Star Gwyneth
82,790
December 5, 2014
2006
46
 
Star Trident I LLC
Star Kamila
82,769
September 3, 2014
2005
47
 
Star Nor VI LLC
Star Luna
82,687
July 6, 2018
2008
48
 
Star Nor V LLC
Star Bianca
82,672
July 6, 2018
2008
49
 
Grain Shipping LLC
Pendulum
82,619
July 11, 2014
2006
50
 
Star Trident XIX LLC
Star Maria
82,598
November 5, 2014
2007
51
 
Star Trident XII LLC
Star Markella
82,594
September 29, 2014
2007
52
 
Star Trident IX LLC
Star Danai
82,574
October 21, 2014
2006
53
 
ABY Seven LLC
Star Jeanette
82,566
August 3, 2018
2014
54
 
Star Sun I LLC
Star Elizabeth
82,403
May 25, 2021
2021
55
 
Star Trident XI LLC
Star Georgia
82,298
October 14, 2014
2006
56
 
Star Trident VIII LLC
Star Sophia
82,269
October 31, 2014
2007
57
 
Star Trident XVI LLC
Star Mariella
82,266
September 19, 2014
2006
58
 
Star Trident XIV LLC
Star Moira
82,257
November 19, 2014
2006
59
 
Star Trident XVIII LLC
Star Nina
82,224
January 5, 2015
2006
60
 
Star Trident X LLC
Star Renee
82,221
December 18, 2014
2006
61
 
Star Trident II LLC
Star Nasia
82,220
August 29, 2014
2006
62
 
Star Trident XIII LLC
Star Laura
82,209
December 8, 2014
2006
63
 
Star Nor VIII LLC
Star Mona
82,188
July 6, 2018
2012
64
 
Star Trident XVII LLC
Star Helena
82,187
December 29, 2014
2006
65
 
Star Nor VII LLC
Star Astrid
82,158
July 6, 2018
2012
66
 
Waterfront Two LLC
Star Alessia
81,944
August 3, 2018
2017
67
 
Star Nor IX LLC
Star Calypso
81,918
July 6, 2018
2014
68
 
Star Elpis LLC
Star Suzanna
81,711
May 15, 2017
2013
69
 
Star Gaia LLC
Star Charis
81,711
March 22, 2017
2013
70
 
Mineral Shipping LLC
Mercurial Virgo
81,545
July 11, 2014
2013

4


Operating Fleet - Continued:

 
 
 
 
 
Date
 
 
 
Wholly Owned Subsidiaries
Vessel Name
DWT
Delivered to Star Bulk
Year Built
71
 
Star Nor X LLC
Stardust
81,502
July 6, 2018
2011
72
 
Star Nor XI LLC
Star Sky
81,466
July 6, 2018
2010
73
 
Star Zeus VI LLC
Star Lambada
81,272
March 16, 2021
2016
74
 
Star Zeus II LLC
Star Carioca
81,262
March 16, 2021
2015
75
 
Star Zeus I LLC
Star Capoeira
81,253
March 16, 2021
2015
76
 
Star Zeus VII LLC
Star Macarena
81,198
March 6, 2021
2016
77
 
ABY III LLC
Star Lydia
81,187
August 3, 2018
2013
78
 
ABY IV LLC
Star Nicole
81,120
August 3, 2018
2013
79
 
ABY Three LLC
Star Virginia
81,061
August 3, 2018
2015
80
 
Star Nor XII LLC
Star Genesis
80,705
July 6, 2018
2010
81
 
Star Nor XIII LLC
Star Flame
80,448
July 6, 2018
2011
82
 
Star Trident III LLC
Star Iris
76,466
September 8, 2014
2004
83
 
Star Trident XX LLC
Star Emily
76,417
September 16, 2014
2004
84
 
Cape Town Eagle LLC
Cape Town Eagle
63,707
April 9, 2024
2015
85
 
Vancouver Eagle LLC
Vancouver Eagle
63,670
April 9, 2024
2020
86
 
Oslo Eagle LLC
Oslo Eagle
63,655
April 9, 2024
2015
87
 
Rotterdam Eagle LLC
Rotterdam Eagle
63,629
April 9, 2024
2017
88
 
Halifax Eagle LLC
Halifax Eagle
63,618
April 9, 2024
2020
89
 
Helsinki Eagle LLC
Helsinki Eagle
63,605
April 9, 2024
2015
90
 
Gibraltar Eagle LLC
Gibraltar Eagle
63,576
April 9, 2024
2015
91
 
Valencia Eagle LLC
Valencia Eagle
63,556
April 9, 2024
2015
92
 
Dublin Eagle LLC
Dublin Eagle
63,550
April 9, 2024
2015
93
 
Santos Eagle LLC
Santos Eagle
63,536
April 9, 2024
2015
94
 
Antwerp Eagle LLC
Antwerp Eagle
63,530
April 9, 2024
2015
95
 
Sydney Eagle LLC
Sydney Eagle
63,523
April 9, 2024
2015
96
 
Copenhagen Eagle LLC
Copenhagen Eagle
63,495
April 9, 2024
2015
97
 
Hong Kong Eagle LLC
Hong Kong Eagle
63,472
April 9, 2024
2016
98
 
Orion Maritime LLC
Idee Fixe
63,458
March 25, 2015
2015
99
 
Shanghai Eagle LLC
Shanghai Eagle
63,438
April 9, 2024
2016
100
 
Primavera Shipping LLC
Roberta
63,426
March 31, 2015
2015
101
 
Success Maritime LLC
Laura
63,399
April 7, 2015
2015
102
 
Singapore Eagle LLC
Singapore Eagle
63,386
April 9, 2024
2017
103
 
Westport Eagle LLC
Westport Eagle
63,344
April 9, 2024
2015
104
 
Hamburg Eagle LLC
Hamburg Eagle
63,334
April 9, 2024
2014
105
 
Fairfield Eagle LLC
Fairfield Eagle
63,301
April 9, 2024
2013



5


Operating Fleet - Continued:

         
Date
 
   
Wholly Owned Subsidiaries
Vessel Name
DWT
Delivered to Star Bulk
Year Built
106
 
Greenwich Eagle LLC
Greenwich Eagle
63,301
April 9, 2024
2013
107
 
Groton Eagle LLC
Groton Eagle
63,301
April 9, 2024
2013
108
 
Madison Eagle LLC
Madison Eagle
63,301
April 9, 2024
2013
109
 
Mystic Eagle LLC
Mystic Eagle
63,301
April 9, 2024
2013
110
 
Rowayton Eagle LLC
Rowayton Eagle
63,301
April 9, 2024
2013
111
 
Southport Eagle LLC
Southport Eagle
63,301
April 9, 2024
2013
112
 
Stonington Eagle LLC
Stonington Eagle
63,301
April 9, 2024
2012
113
 
Ultra Shipping LLC
Kaley
63,283
June 26, 2015
2015
114
 
Stockholm Eagle LLC
Stockholm Eagle
63,275
April 9, 2024
2016
115
 
Blooming Navigation LLC
Kennadi
63,262
January 8, 2016
2016
116
 
Jasmine Shipping LLC
Mackenzie
63,226
March 2, 2016
2016
117
 
New London Eagle LLC
New London Eagle
63,140
April 9, 2024
2015
118
 
Star Lida I Shipping LLC
Star Apus
63,123
July 16, 2019
2014
119
 
Star Zeus IV LLC
Star Subaru
61,571
March 16, 2021
2015
120
 
Stamford Eagle LLC
Stamford Eagle
61,530
April 9, 2024
2016
121
 
Star Nor XV LLC
Star Wave
61,491
July 6, 2018
2017
122
 
Star Challenger I LLC
Star Challenger (1)
61,462
December 12, 2013
2012
123
 
Star Challenger II LLC
Star Fighter (1)
61,455
December 30, 2013
2013
124
 
Star Axe II LLC
Star Lutas
61,347
January 6, 2016
2016
125
 
Aurelia Shipping LLC
Honey Badger
61,320
February 27, 2015
2015
126
 
Rainbow Maritime LLC
Wolverine
61,292
February 27, 2015
2015
127
 
Star Axe I LLC
Star Antares
61,258
October 9, 2015
2015
128
 
Tokyo Eagle LLC
Tokyo Eagle
61,225
April 9, 2024
2015
129
 
ABY Five LLC
Star Monica
60,935
August 3, 2018
2015
130
 
Star Asia I LLC
Star Aquarius
60,916
July 22, 2015
2015
131
 
Star Asia II LLC
Star Pisces
60,916
August 7, 2015
2015
132
 
Nighthawk Shipping LLC
Nighthawk
57,809
April 9, 2024
2011
133
 
Oriole Shipping LLC
Oriole
57,809
April 9, 2024
2011
134
 
Owl Shipping LLC
Owl
57,809
April 9, 2024
2011
135
 
Petrel Shipping LLC
Petrel Bulker
57,809
April 9, 2024
2011
136
 
Puffin Shipping LLC
Puffin Bulker
57,809
April 9, 2024
2011
137
 
Roadrunner Shipping LLC
Roadrunner Bulker
57,809
April 9, 2024
2011
138
 
Sandpiper Shipping LLC
Sandpiper Bulker
57,809
April 9, 2024
2011
139
 
Crane Shipping LLC
Crane
57,809
April 9, 2024
2010
140
 
Egret Shipping LLC
Egret Bulker
57,809
April 9, 2024
2010
141
 
Gannet Shipping LLC
Gannet Bulker
57,809
April 9, 2024
2010



6


Operating Fleet - Continued:

         
Date
 
 
 
Wholly Owned Subsidiaries
Vessel Name
DWT
Delivered to Star Bulk
Year Built
142
 
Grebe Shipping LLC
Grebe Bulker
57,809
April 9, 2024
2010
143
 
Ibis Shipping LLC
Ibis Bulker
57,809
April 9, 2024
2010
144
 
Jay Shipping LLC
Jay
57,809
April 9, 2024
2010
145
 
Kingfisher Shipping LLC
Kingfisher
57,809
April 9, 2024
2010
146
 
Martin Shipping LLC
Martin
57,809
April 9, 2024
2010
147
 
Bittern Shipping LLC
Bittern
57,809
April 9, 2024
2009
148
 
Canary Shipping LLC
Canary
57,809
April 9, 2024
2009
149
 
Star Lida XI Shipping LLC
Star Pyxis (2)
56,615
August 19, 2019
2013
150
 
Star Lida VIII Shipping LLC
Star Hydrus
56,604
August 8, 2019
2013
151
 
Star Lida IX Shipping LLC
Star Cleo
56,582
July 15, 2019
2013
152
 
Star Trident VII LLC
Diva
56,582
July 24, 2017
2011
153
 
Star Lida X Shipping LLC
Star Pegasus
56,540
July 15, 2019
2013
154
 
Golden Eagle Shipping LLC
Golden Eagle
55,989
April 9, 2024
2010
155
 
Imperial Eagle Shipping LLC
Imperial Eagle
55,989
April 9, 2024
2010
156
 
Stellar Eagle Shipping LLC
Stellar Eagle (2)
55,989
April 9, 2024
2009
157
 
Crowned Eagle Shipping LLC
Crowned Eagle (2)
55,940
April 9, 2024
2008
158
 
Glory Supra Shipping LLC
Strange Attractor
55,742
July 11, 2014
2006
159
 
Star Regg III LLC
Star Bright
55,569
October 10, 2018
2010
160
 
Star Omicron LLC
Star Omicron
53,489
April 17, 2008
2005
     
Total dwt
15,378,842
   



(1)
Subject to a sale and leaseback financing transaction as further described in Note 7 to our consolidated financial statements included in the 2023 Annual Report.

(2)
Vessel agreed to be sold, and delivery to her new owners is expected by June 2024.

Time charter-in vessels and time charter-in newbuilding vessels:

In addition, we have entered into long-term charter-in arrangements, the details of which are described in the below table.

#
 
Name
DWT
Built
Yard
Country
Delivery / Estimated Delivery
Minimum Period
1
 
Star Shibumi
180,000
2021
JMU
Japan
November 30, 2021
November 2028
2
 
Star Voyager
82,000
2024
Tsuneishi, Zhousan
China
January 11, 2024
January 2031
3
 
Stargazer
66,000
2024
Tsuneishi, Cebu
Philippines
January 16, 2024
January 2031
4
 
Star Explorer
82,000
2024
JMU
Japan
March 8, 2024
March 2031
5
 
NB Kamsarmax # 4
82,000
2024
JMU
Japan
Q3 - 2024
7 years
6
 
NB Kamsarmax # 2
82,000
2024
Tsuneishi, Zhousan
China
Q4 - 2024
7 years
7
 
NB Ultramax #2
66,000
2024
Tsuneishi, Cebu
Philippines
Q4 - 2024
7 years
   
Total dwt
640,000
         

7


Vessels Under Construction:

In 2023, we entered into firm shipbuilding contracts for the construction of five 82,000 dwt Kamsarmax newbuilding vessels with expected deliveries between September 2025 and July 2026.

 
 
 
 
 
 
 
Shipyard
Expected
 
 
 
 
 
Delivery
 
 
Wholly Owned Subsidiaries
Vessel Name
DWT
 Date
1
 
Star Thundera LLC
Hull No 15
82,000
Qingdao Shipyard Co. Ltd.
September 2025
2
 
Star Caldera LLC
Hull No 16
82,000
Qingdao Shipyard Co. Ltd.
September 2025
3
 
Star Terra LLC
Hull No 17
82,000
Qingdao Shipyard Co. Ltd.
April 2026
4
 
Star Nova LLC
Hull No 18
82,000
Qingdao Shipyard Co. Ltd.
July 2026
5
 
Star Affinity LLC
Hull No 23
82,000
Qingdao Shipyard Co. Ltd.
April 2026
 
 
 
Total dwt
410,000
 
 

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 and grow our fleet, maintain the quality of our dry bulk carriers, 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 our 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, our newbuilding program and vessel upgrades, interest and principal payments on outstanding indebtedness and maintaining cash reserves to strengthen our position against adverse fluctuations in operating cash flows. Our primary source of short-term liquidity is cash generated from operating activities, available cash balances and portions from new debt and refinancings as well as equity financings.

Our medium- and long-term liquidity requirements are funding the equity portion of our newbuilding vessel installments and secondhand vessel acquisitions, if any, funding required payments under our vessel financing and other financing agreements and paying cash dividends when declared. Sources of funding for our medium- and long-term liquidity requirements include cash flows from operations, new debt and refinancings or bareboat lease financings, sale and lease back arrangements, equity issuances and vessel sales. Please also refer to Note 12 to our unaudited interim condensed consolidated financial statements, included herein, for further discussion on our commitments as of March 31, 2024.

As of May 21, 2024, we had total cash of $472.3 million and outstanding borrowings (including lease financing agreements and $69.4 million outstanding in connection with the convertible notes of Eagle) of $1,520.2 million. In addition, following a number of interest rates swaps that we have entered into, we have converted a total of $126.3 million of such debt from floating to an average fixed rate of 61 bps with average maturity of 1.4 years.

Our debt agreements contain financial covenants and undertakings requiring us to maintain various ratios. A summary of these terms is included in Note 8 of the Company’s consolidated financial statements for the year ended December 31, 2023, included in the 2023 Annual Report.

8


We believe that our current cash balance and our operating cash flows to be generated over the short-term period will be sufficient to meet our liquidity needs for the foreseeable future (and at least through the end of the second quarter of 2025), including funding the operations of our fleet, capital expenditure requirements and any other present financial requirements, including the cost of our newbuilding program as well as the cost for the installation of Energy Saving Devices (“ESD”). In addition, we may sell and issue shares under our two effective At-the-Market offering programs of up to $150.0 million at any time and from time to time. As of May 21, 2024, cumulative gross proceeds under our At-the-Market offering programs were $33.6 million. We may seek additional indebtedness to finance future vessel acquisitions and our newbuilding program 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 and construction cost 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. 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 and construction of newer dry bulk carriers and the selective sale of older dry bulk carriers. These acquisitions and newbuilding contracts 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, prevailing interest rates, weakness in the financial and equity markets and contingencies and uncertainties that are beyond our control. Our liquidity is also impacted by our dividend policy, as discussed below.

Dividend Policy

Our dividend policy is described in Item 8. Financial Information—A. Consolidated statements and other financial information—Dividend Policy of our 2023 Annual Report.

As of March 31, 2024, the aggregate amount of cash on our balance sheet was $268.5 million. Taking into account the Minimum Cash Balance per Vessel, as defined in our 2023 Annual Report, on May 22, 2024, pursuant to our dividend policy, our Board of Directors declared a quarterly cash dividend of $0.75 per share, payable on or about June 20, 2024 to all shareholders of record as of June 6, 2024.

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 in the future will depend on its subsidiaries’ ability to distribute funds 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 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 continue to declare or pay any dividend in the future.

Other Recent Developments

Please refer to Note 15 to our unaudited interim condensed consolidated financial statements, included elsewhere herein, for developments that took place after March 31, 2024.

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:


9


   
Three-month period ended March 31,
 
(TCE rates expressed in U.S. Dollars)
 
2023
   
2024
 
Average number of vessels (1)
   
127.6
     
113.3
 
Number of vessels (2)
   
127
     
111
 
Average age of operational fleet (in years) (3)
   
11.2
     
11.9
 
Ownership days (4)
   
11,483
     
10,314
 
Available days (5)
   
10,994
     
9,969
 
Charter-in days (6)
   
247
     
271
 
Time Charter Equivalent Rate (TCE rate) (7)
 
$
14,199
   
$
19,627
 


(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 each period 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.
(5)
Available days are the Ownership days after subtracting off-hire days for major repairs, dry docking or special or intermediate surveys, change of management and vessels’ improvements and upgrades. The available days for the first quarter of 2023 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 third party vessels.
(7)
Time charter equivalent rate represents the weighted average daily TCE rates of our operating fleet (including owned fleet and charter-in vessels). TCE rate is a measure of the average daily net revenue performance of our operating fleet. 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, if any, 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 some of 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.

10


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,
 
   
2023
   
2024
 
(In thousands of U.S. Dollars, except as otherwise stated)
               
Voyage revenues
 
$
224,035
   
$
259,390
 
Less:
               
Voyage expenses
   
(67,492)
     
(57,094)
 
Charter-in hire expenses
   
(6,615)
     
(3,926)
 
Realized gain/(loss) on FFAs/bunker swaps
   
6,172
     
(2,706)
 
Time charter equivalent revenues (“TCE Revenues”)
 
$
156,100
   
$
195,664
 
Available days
   
10,994
     
9,969
 
Daily time charter equivalent rate (“TCE rate”)
 
$
14,199
   
$
19,627
 

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.

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, maintenance expenses, lubricants and other miscellaneous expenses. Other factors beyond our control, some of which may affect the shipping industry in general, including for instance, developments relating to market prices for crew wages, lubricants and insurance, may also cause these expenses to increase.

11


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.

Management Fees

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

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.

(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 FFAs and freight options with an objective to utilize those instruments as economic hedges to reduce 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, for the specified route and time period, as reported by an identified index, the seller of the FFA is required to pay the buyer the settlement sum. The settlement amount is 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 mainly through reputable exchanges such as European Energy Exchange (“EEX”) 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 an asset or liability until they are settled with the change in their fair value being reflected in earnings. 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 mainly through reputable exchanges such as Intercontinental Exchange (“ICE”) so as to limit our counterparty exposure in over-the-counter transactions. Bunker price differentials paid or received under the swap agreements as well as changes in their fair value 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 EEX, SGX or ICE). 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.

Impairment loss

When indicators of impairment are present for the Company’s vessels and the undiscounted cash flows estimated to be generated by those vessels are less than their carrying value, the carrying value is reduced to its estimated fair value and the difference is recorded under “Impairment loss”. Furthermore, vessels agreed to be sold or actively marketed as of reporting day are measured at the lower of their carrying amount or fair value less cost to sell and the difference, if any, is recorded under “Impairment loss” in the unaudited interim consolidated income statements.

12


Other operational gain

Other operational gain includes gain from all other operating activities which are not related to the principal activities of the Company, such as gain from insurance claims.

Gain on sale of vessels

Gain on sale of vessels represents net gains from the sale of our vessels concluded during the period.

Loss on Write-Down of Inventory

Loss on write-down of inventory results from the valuation of the bunkers remaining onboard our vessels following the decrease of bunkers’ net realizable value compared to their historical cost as of each period end.

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.

13


Results of Operations

The three-month period ended March 31, 2024 compared to the three-month period ended March 31, 2023

Voyage revenues net of Voyage expenses: Voyage revenues for the three months ended March 31, 2024 increased to $259.4 million from $224.0 million in the corresponding period in 2023. Time charter equivalent revenues (“TCE Revenues”) (as defined above) were $195.7 million compared to $156.1 million for the corresponding period in 2023. As a result, the TCE rate for the first three months of 2024 increased to $19,627 compared to $14,199 for the corresponding period in 2023 which is indicative of the stronger market conditions prevailing during the recent quarter. Please refer to the table above for the calculation of the TCE Revenues and TCE rate 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, 2024 and 2023 were $3.9 million and $6.6 million, respectively. This decrease is attributable to the decreased rates for the charter-in vessels during the first quarter of 2024 compared to the rates for the corresponding period in 2023.

Vessel operating expenses: For the three months ended March 31, 2024 and 2023, vessel operating expenses were $51.2 million and $55.8 million, respectively. The decrease in our operating expenses was primarily driven by the decrease in average number of vessels in our fleet to 113.3 from 127.6.

Dry docking expenses: Dry docking expenses for the three months ended March 31, 2024 and 2023 were $10.0 million and $8.0 million, respectively. In each of the first quarters of 2024 and 2023, five vessels completed their periodic dry docking surveys, but the vessels that completed their dry docking surveys in the first quarter of 2024 were of greater deadweight ton (“dwt”) scale which resulted in increased drydocking expenses.

DepreciationDepreciation expense decreased to $32.0 million for the three -month period ended March 31, 2024 compared to $35.1 million for the corresponding period in 2023. The fluctuation is primarily driven by the decrease in the average number of vessels in our fleet to 113.3 from 127.6.

General and administrative expenses and Management feesGeneral and administrative expenses for the three-month period ended March 31, 2024 were $10.7 million compared to $11.7 million in the corresponding period in 2023, primarily due to the decrease in the stock-based compensation expense to $2.2 million from $3.4 million. Management fees for the three months ended March 31, 2024 and 2023 were $4.4 million and $4.2 million, respectively.

(Gain)/Loss on forward freight agreements and bunker swaps, net: For the three-month period ended March 31, 2024, we incurred a loss on FFAs and bunker swaps of $5.9 million, consisting of an unrealized loss of $3.2 million and a realized loss of $2.7 million. For the three-month period ended March 31, 2023, we incurred a net gain on FFAs and bunker swaps of $1.3 million, consisting of an unrealized loss of $4.9 million and a realized gain of $6.2 million.

Impairment loss: During the three months ended March 31, 2023, an impairment loss of $7.7 million was incurred in connection with the agreement to sell two vessels. During the three months ended March 31, 2024, no impairment loss was incurred.

Other operational gain: Other operational gain for the three-month period ended March 31, 2024, decreased to $1.6 million from $33.2 million in the three-month period ended March 31, 2023. In the first quarter of 2023, other gains from insurance claims relating to various vessels also included an aggregate gain of $30.9 million from insurance proceeds and daily detention compensation relating to Star Pavlina which became a constructive total loss due to its prolonged detainment in Ukraine following the ongoing conflict between Russia and Ukraine.

Gain on sale of vessels: Our results for the three-month period ended March 31, 2024, include an aggregate net gain of $8.8 million which resulted from the completion of the sale of certain vessels (Star Glory, Pantagruel, Big Bang and Star Bovarius). No such case existed in the three months ended March 31, 2023.

14


Loss on write-down of inventory: Our results for the three months ended March 31, 2023 include a loss on write-down of inventories of $2.2 million resulting from the valuation of the bunkers remaining on board our vessels as a result of the bunkers’ lower net realizable value compared to their historical cost. No such loss was incurred in the first quarter of 2024.

Interest and finance costs net of interest income and other income/(loss): Interest and finance costs net of interest income and other income/(loss) for the three months ended March 31, 2024 and 2023 were $18.0 million and $12.6 million, respectively. The driving factor for this increase is the significant increase in variable interest rates prevailing during the first quarter of 2024 and the lower interest earned from fixed deposits which was partially offset by the decrease in our weighted average outstanding indebtedness and the positive effect from our interest rate swaps.

Cash Flows

Net cash provided by operating activities for the three months ended March 31, 2024 and 2023 was $114.3 million and $83.2 million, respectively. This increase was primarily driven by the higher charter rates due to the stronger market conditions prevailing during the recent period compared to the corresponding period in 2023 partly offset by the increase in our interest payments for the reasons outlined above under “Interest and finance costs”.

Net cash provided by investing activities for the three months ended March 31, 2024 was $72.6 million and net cash used in investing activities for the three months ended March 31, 2023 was $5.0 million, respectively. The increase was attributable to the vessel sale proceeds of $94.0 million that we received during the three-month period ended March 31, 2024, partially offset by the greater amount of cash paid in 2024 in connection with the advances for vessels under construction and vessel upgrades.

Net cash used in financing activities for the three months ended March 31, 2024 and 2023 was $180.0 million and $109.9 million, respectively. The increase was primarily driven by greater net debt outflows of $141.9 million in the first quarter of 2024 compared to $40.3 million in the same period in 2023, partially offset by both the lower dividend payments of $38.0 million in 2024 compared to $62.1 million in the corresponding period in 2023 and the $7.0 million paid in connection with the repurchase of our common shares that took place in the three-month period ended March 31, 2023.

Significant Accounting Policies and Critical Accounting Estimates

For a description of all our significant accounting policies and our critical accounting estimates, see Note 2 to our audited financial statements and “Item 5 - Operating and Financial Review and Prospects,” included in our 2023 Annual Report. There have been no material changes from the “Critical Accounting Estimates” previously disclosed in our 2023 Annual Report.

15


STAR BULK CARRIERS CORP.
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

Index to Unaudited Interim Condensed Consolidated Financial Statements

 F-1
Unaudited Consolidated Balance Sheets as of December 31, 2023 and March 31, 2024
 
F-2
Unaudited Interim Condensed Consolidated Income Statements for the three-month periods ended March 31, 2023 and 2024
 
F-3
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income/(Loss) for the three-month periods ended March 31, 2023 and 2024
 
F-4
Unaudited Interim Condensed Consolidated Statements of Shareholders’ Equity for the three-month periods ended March 31, 2023 and 2024
 
F-5
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2023 and 2024
 
F-6
Notes to Unaudited Interim Condensed Consolidated Financial Statements
 
F-7


F-1


STAR BULK CARRIERS CORP.
Unaudited Consolidated Balance Sheets
As of December 31, 2023 and March 31, 2024
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated) 

ASSETS    December 31,
     March 31,
 
CURRENT ASSETS
   2023      2024  
Cash and cash equivalents
 
$
227,481
   
$
228,452
 
Restricted cash, current (Notes 8 and 13)
   
32,248
     
38,072
 
Trade accounts receivable, net
   
68,624
     
68,581
 
Inventories (Note 4)
   
62,362
     
56,820
 
Due from managers
   
23
     
-
 
Due from related parties (Note 3)
   
38
     
40
 
Prepaid expenses and other receivables
   
19,296
     
21,268
 
Derivatives, current asset portion (Note 13)
   
6,305
     
4,883
 
Accrued income
   
-
     
159
 
Other current assets
   
22,830
     
28,055
 
Vessel held for sale (Note 5)
   
15,190
     
-
 
Total Current Assets
   
454,397
     
446,330
 
                 
FIXED ASSETS
               
Advances for vessels under construction (Note 5)
   
-
     
17,952
 
Vessels and other fixed assets, net (Note 5)
   
2,539,743
     
2,441,744
 
Total Fixed Assets
   
2,539,743
     
2,459,696
 
                 
OTHER NON-CURRENT ASSETS
               
Long term investment (Note 3)
   
1,736
     
1,710
 
Restricted cash, non-current (Notes 8 and 13)
   
2,021
     
2,021
 
Operating leases, right-of-use assets (Note 6)
   
27,825
     
109,793
 
Derivatives, non-current asset portion (Note 13)
   
2,533
     
2,077
 
TOTAL ASSETS
 
$
3,028,255
   
$
3,021,627
 
                 
LIABILITIES & SHAREHOLDERS' EQUITY
               
CURRENT LIABILITIES
               
Current portion of long-term bank loans (Note 8)
 
$
249,125
   
$
177,873
 
Lease financing short term (Note 7)
   
2,731
     
2,731
 
Accounts payable
   
39,317
     
45,055
 
Due to managers
   
7,386
     
10,070
 
Due to related parties (Note 3)
   
1,659
     
1,082
 
Accrued liabilities
   
31,372
     
33,932
 
Operating lease liabilities, current (Note 6)
   
5,251
     
15,639
 
Derivatives, current liability portion (Note 13)
   
5,784
     
8,999
 
Deferred revenue
   
16,738
     
14,002
 
Other current liabilities
   
-
     
2,000
 
Total Current Liabilities
   
359,363
     
311,383
 
                 
NON-CURRENT LIABILITIES
               
Long-term bank loans, net of current portion and unamortized loan issuance costs of $8,508 and $7,062, as of December 31, 2023 and March 31, 2024, respectively (Note 8)
   
970,039
     
901,525
 
Lease financing long term, net of unamortized lease issuance costs of $98 and $85, as of December 31, 2023 and March 31, 2024, respectively (Note 7)
   
15,208
     
14,538
 
Operating lease liabilities, non-current (Note 6)
   
22,574
     
94,154
 
Other non-current liabilities
   
1,001
     
997
 
TOTAL LIABILITIES
   
1,368,185
     
1,322,597
 
                 
COMMITMENTS & CONTINGENCIES (Note 12)
               
                 
SHAREHOLDERS' EQUITY
               
Preferred Shares; $0.01 par value, authorized 25,000,000 shares; none issued or outstanding at December 31, 2023 and March 31, 2024, respectively (Note 9)
   
-
     
-
 
Common Shares, $0.01 par value, 300,000,000 shares authorized; 84,016,892 shares issued and outstanding as of December 31, 2023; 84,386,892 shares issued and outstanding as of March 31, 2024 (Note 9)
   
840
     
844
 
Additional paid in capital
   
2,287,055
     
2,289,212
 
Accumulated other comprehensive income/(loss)
   
5,393
     
5,339
 
Accumulated deficit
   
(633,218
)
   
(596,365
)
Total Shareholders' Equity
   
1,660,070
     
1,699,030
 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
3,028,255
   
$
3,021,627
 
 
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, 2023 and 2024

(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

    Three months ended March 31,
 
   
2023
 
2024
Revenues:
           
Voyage revenues (Note 14)
 
$
224,035
   
$
259,390
 
                 
Expenses/(Income)
               
Voyage expenses (Note 3)
   
67,492
     
57,094
 
Charter-in hire expenses
   
6,615
     
3,926
 
Vessel operating expenses
   
55,785
     
51,172
 
Dry docking expenses
   
8,007
     
10,021
 
Depreciation (Note 5)
   
35,069
     
31,990
 
Management fees (Notes 3)
   
4,244
     
4,404
 
General and administrative expenses (Note 3)
   
11,665
     
10,695
 
Impairment loss
   
7,700
     
-
 
Loss on write-down of inventory
   
2,166
     
-
 
Other operational loss
   
155
     
181
 
Other operational gain
   
(33,233
)
   
(1,617
)
Loss on bad debt
   
300
     
-
 
(Gain)/Loss on forward freight agreements and bunker swaps, net (Note 13)
   
(1,308
)
   
5,921
 
Gain on sale of vessels (Note 5)
   
-
     
(8,769
)
Total operating expenses, net
   
164,657
     
165,018
 
Operating income
   
59,378
     
94,372
 
                 
Other Income/ (Expenses):
               
Interest and finance costs (Note 8)
   
(15,702
)
   
(20,499
)
Interest income and other income/(loss)
   
3,149
     
2,526
 
Gain/(Loss) on interest rate swaps, net (Note 13)
   
(372
)
   
(810
)
Gain/(Loss) on debt extinguishment, net (Note 8)
   
(419
)
   
(813
)
Total other expenses, net
   
(13,344
)
   
(19,596
)
                 
Income before taxes and equity in income of investee
 
$
46,034
   
$
74,776
 
Income taxes
   
(103
)
   
106
 
Income before equity in income/(loss) of investee
   
45,931
     
74,882
 
Equity in income/(loss) of investee (Note 3)
   
(56
)
   
(26
)
Net income
   
45,875
     
74,856
 
Earnings per share, basic
 
$
0.45
   
$
0.89
 
Earnings per share, diluted
   
0.44
     
0.89
 
Weighted average number of shares outstanding, basic (Note 10)
   
102,974,041
     
83,835,611
 
Weighted average number of shares outstanding, diluted  (Note 10)
   
103,381,943
     
84,177,253
 

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, 2023 and 2024

(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

     Three months ended March 31,
   
2023
 
2024
 Net income
 
$
45,875
   
$
74,856
 
 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
   
190
     
1,369
 
 Unrealized gain / (loss) from hedging foreign currency forward contracts recognized in Other comprehensive income/(loss) before reclassifications
   
-
     
(240
)
 Less:
               
 Reclassification adjustments of interest rate swap gain/(loss)
   
(7,273
)
   
(1,183
)
 Other comprehensive income / (loss)
   
(7,083
)
   
(54
)
 Total comprehensive income
 
$
38,792
   
$
74,802
 
                 
 
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 Shareholders’ Equity
For the three-month periods ended March 31, 2023 and 2024

(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
   
Total Shareholders' Equity
 
 BALANCE, January 1, 2023
   
102,857,416
   
$
1,029
   
$
2,646,073
   
$
20,962
   
$
(648,722
)
 
$
2,019,342
 
 Net income
   
-
     
-
     
-
     
-
     
45,875
     
45,875
 
 Other comprehensive income / (loss)
   
-
     
-
     
-
     
(7,083
)
   
-
     
(7,083
)
 Issuance of vested and non-vested shares and amortization of share-based compensation
   
450,000
     
4
     
3,442
     
-
     
-
     
3,446
 
 Repurchase and cancellation of common shares, net
   
(331,223
)
   
(3
)
   
(7,002
)
   
-
     
-
     
(7,005
)
 Dividends declared ($0.60 per share)
   
-
     
-
     
-
     
-
     
(62,050
)
   
(62,050
)
 BALANCE, March 31, 2023
   
102,976,193
   
$
1,030
   
$
2,642,513
   
$
13,879
   
$
(664,897
)
 
$
1,992,525
 
                                                 
 BALANCE, January 1, 2024
   
84,016,892
   
$
840
   
$
2,287,055
   
$
5,393
   
$
(633,218
)
 
$
1,660,070
 
 Net income
   
-
     
-
     
-
     
-
     
74,856
     
74,856
 
 Other comprehensive income / (loss)
   
-
     
-
     
-
     
(54
)
   
-
     
(54
)
 Issuance of vested and non-vested shares and amortization of share-based compensation (Note 9)
   
370,000
     
4
     
2,157
     
-
     
-
     
2,161
 
 Dividends declared ($0.45 per share) (Note 9)
   
-
     
-
     
-
     
-
     
(38,003
)
   
(38,003
)
 BALANCE, March 31, 2024
   
84,386,892
   
$
844
   
$
2,289,212
   
$
5,339
   
$
(596,365
)
 
$
1,699,030
 
                                                 

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, 2023 and 2024

(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

       Three months ended March 31,     
     
2023
   
2024
 
Cash Flows from Operating Activities:
           
Net income
 
$
45,875
   
$
74,856
 
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
               
Depreciation
   
35,069
     
31,990
 
Amortization of debt (loans & leases) issuance costs
   
1,043
     
779
 
Noncash lease expense
   
2,770
     
2,988
 
Gain/(Loss) on debt extinguishment, net
   
419
     
813
 
Impairment loss
   
7,700
     
-
 
Gain on sale of vessels
   
-
     
(8,769
)
Loss on bad debt
   
300
     
-
 
Share-based compensation
   
3,446
     
2,161
 
Gain from insurance proceeds relating to vessel total loss
   
(28,163
)
   
-
 
Loss on write-down of inventory
   
2,166
     
-
 
Change in fair value of forward freight derivatives and bunker swaps
   
4,864
     
3,215
 
Other non-cash charges
   
42
     
(4
)
Change in fair value of interest rate swaps not designated as cash flow hedges
   
372
     
975
 
Gain on hull and machinery claims
   
-
     
(470
)
Equity in income/(loss) of investee
   
56
     
26
 
Changes in operating assets and liabilities:
               
(Increase)/Decrease in:
               
Trade accounts receivable
   
13,579
     
43
 
Inventories
   
(1,585
)
   
5,181
 
Prepaid expenses and other receivables
   
(8,010
)
   
(8,318
)
Derivatives asset
   
-
     
849
 
Due from related parties
   
24
     
(2
)
Due from managers
   
31
     
23
 
Increase/(Decrease) in:
               
Accounts payable
   
2,434
     
7,141
 
Operating lease liability
   
(2,770
)
   
(2,988
)
Due to related parties
   
113
     
(577
)
Accrued liabilities
   
(1,222
)
   
2,561
 
Due to managers
   
6,222
     
2,684
 
Deferred revenue
   
(1,585
)
   
(2,736
)
Other current liabilities
   
-
     
2,000
 
Net cash provided by / (used in) Operating Activities
   
83,190
     
114,262
 
                   
Cash Flows from Investing Activities:
               
Advances for vessels under construction & vessel upgrades and other fixed assets
   
(5,389
)
   
(22,048
)
Cash proceeds from vessel sales
   
-
     
94,021
 
Hull and machinery insurance proceeds
   
358
     
591
 
Net cash provided by / (used in) Investing Activities
   
(5,031
)
   
72,564
 
                   
Cash Flows from Financing Activities:
               
Proceeds from bank loans and leases
   
47,000
     
-
 
Loan and lease prepayments and repayments
   
(87,293
)
   
(141,895
)
Financing and debt extinguishment fees paid
   
(587
)
   
(133
)
Dividends paid
   
(62,050
)
   
(38,003
)
Repurchase of common shares
   
(7,005
)
   
-
 
Net cash provided by / (used in) Financing Activities
   
(109,935
)
   
(180,031
)
                   
Net increase/(decrease) in cash and cash equivalents and restricted cash
   
(31,776
)
   
6,795
 
Cash and cash equivalents and restricted cash at beginning of period
   
286,344
     
261,750
 
                   
Cash and cash equivalents and restricted cash at end of period
 
$
254,568
   
$
268,545
 
SUPPLEMENTAL CASH FLOW INFORMATION:

               
Cash paid during the period for:
               
Interest
 
$
13,640
   
$
20,878
 
Non-cash investing and financing activities:
               
Vessel upgrades
   
50
     
2,514
 
Right-of-use assets and lease obligations for charter-in contracts
   
-
     
84,954
 
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
 
$
234,498
   
$
228,452
 
Restricted cash, current
   
18,049
     
38,072
 
Restricted cash, non-current
   
2,021
     
2,021
 
Cash and cash equivalents and restricted cash at end of period shown in the statement of cash flows
 
$
254,568
   
$
268,545
 

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, 2024
(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, 2023 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, 2024 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2024.

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, 2023 included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023 (the “2023 Annual Report”). The balance sheet as of December 31, 2023 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 2023 Annual Report.

As of March 31, 2024, the Company owned a modern fleet of 111 dry bulk vessels consisting of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax vessels with a carrying capacity between 53,489 deadweight tonnage (“dwt”) and 209,537 dwt, a combined carrying capacity of 12.4 million dwt and an average age of 11.9 years. Also, the Company has entered into firm shipbuilding contracts for the construction of five 82,000 dwt Kamsarmax newbuilding vessels with expected deliveries between September 2025 and July 2026. In addition, through certain of its subsidiaries, the Company charters-in a number of third-party vessels on both a short-term and long-term basis to increase its operating capacity in order to satisfy its clients’ needs. Lastly, the Company entered into long-term charter-in arrangements with respect to six newbuilding vessels, with an approximate duration of seven years per vessel, plus optional years at the Company’s option. Three of those vessels were delivered during the three months ended March 31, 2024 and the remaining three are expected to be delivered to the Company by the fourth quarter of 2024.

On December 11, 2023, the Company entered into a definitive agreement with Eagle Bulk Shipping Inc. (NYSE: EGLE) (“Eagle”) (the “Eagle Merger Agreement”) to combine in an all-stock merger (the “Eagle Merger”). Pursuant to the Eagle Merger Agreement, each share of Eagle common stock, par value $0.01 per share, issued and outstanding immediately prior to the effective time of the Eagle Merger (excluding Eagle common stock owned by Eagle, Star Bulk, Star Infinity Corp., a wholly owned subsidiary of Star Bulk, or any of their respective direct or indirect wholly owned subsidiaries) would be converted into the right to receive 2.6211 shares, par value $0.01 per share, of Star Bulk common stock.

F-7


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2024
(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:

The Eagle Merger was completed on April 9, 2024 (Note 15), following Eagle shareholders’ approval and receipt of applicable regulatory approvals and satisfaction of customary closing conditions. Eagle common stock has ceased trading and is no longer listed on the New York Stock Exchange. The Eagle Merger will be accounted for as an acquisition of Eagle by Star Bulk under the asset acquisition method of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Star Bulk will be treated as the acquiror for accounting purposes. Following the closing of the Eagle Merger, Star Bulk is the largest U.S. listed dry bulk shipping company with a global market presence and combined fleet of 161 owned vessels on a fully delivered basis, 97% of which are fitted with scrubbers, ranging from Newcastlemax/Capesize to Ultramax/Supramax vessels.

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 2023 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, 2024.

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, 2024 and are discussed in Note 3 of the Company’s consolidated financial statements for the year ended December 31, 2023, included in the 2023 Annual Report.

Transactions and balances with related parties are analyzed as follows:

Balance Sheets
           
   
December 31, 2023
   
March 31,
2024
 
Long term investment
           
Interchart
 
$
1,380
   
$
1,357
 
Starocean
   
231
     
228
 
CCL Pool
   
125
     
125
 
Long term investment
 
$
1,736
   
$
1,710
 
                 
Due from related parties
               
Management and Directors Fees
 
$
-
   
$
2
 
Interchart
   
3
     
3
 
Starocean
   
35
     
35
 
Due from related parties
 
$
38
   
$
40
 
                 
Due to related parties
               
Management and Directors Fees
 
$
172
   
$
-
 
Oceanbulk Maritime S.A. and its affiliates
   
15
     
43
 
Iblea Ship Management Limited
   
1,472
     
1,039
 
Due to related parties
 
$
1,659
   
$
1,082
 
 

F-8


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2024
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

3.          Transactions with Related Parties - continued:
 
Income statements
           
         Three months ended March 31,
   
2023
   
2024
 
 Voyage expenses:
           
 Voyage expenses-Interchart
 
$
(1,032
)
 
$
(1,035
)
 General and administrative expenses:
               
 Consultancy fees
 
$
(139
)
 
$
(199
)
 Directors compensation
   
(46
)
   
(39
)
 Office rent - Combine Marine Ltd. &  Alma Properties
   
(9
)
   
(9
)
 General and administrative expenses - Oceanbulk Maritime S.A. and its affiliates
   
(60
)
   
(44
)
 Management fees:
               
 Management fees- Iblea Ship Management Limited
 
$
(829
)
 
$
(601
)
 Equity in income/(loss) of investee:
               
 Interchart
 
$
(51
)
 
$
(23
)
 Starocean
   
(5
)
   
(3
)

4.          Inventories:

The amounts shown in the consolidated balance sheets are analyzed as follows:

   
December 31, 2023
   
March 31,
2024
 
 Lubricants
 
$
13,945
   
$
13,501
 
 Bunkers
   
48,417
     
43,319
 
 Total
 
$
62,362
   
$
56,820
 

F-9


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2024
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

5.          Vessels and other fixed assets, net and Advances for vessels under construction:

The amounts in the consolidated balance sheets are analyzed as follows:
 
   
Cost
   
Accumulated depreciation
   
Net Book
Value
 
 Balance, December 31, 2023
 
$
3,508,701
   
$
(968,958
)
 
$
2,539,743
 
 - Acquisition of other fixed assets, vessel improvements and other vessel costs
   
3,694
     
-
     
3,694
 
 - Vessel sales
   
(116,137
)
   
46,435
     
(69,702
)
 - Depreciation for the period
   
-
     
(31,990
)
   
(31,990
)
 Balance, March 31, 2024
 
$
3,396,258
   
$
(954,514
)
 
$
2,441,744
 

During the first quarter of 2024, the vessels Big Fish (classified as held for sale as of December 31, 2023), Star Glory and Star Bovarius were delivered to their new owners. These vessels had been agreed to be sold in 2023.

Additionally, during the first quarter of 2024, the Company agreed to sell the vessels Big Bang, Pantagruel, Star Audrey, Star Pyxis and Star Paola. The vessels Pantagruel and Big Bang were delivered to their new owners on February 26, 2024 and March 6, 2024, respectively. The vessels Star Audrey and Star Pyxis are expected to be delivered to their new owners by June 2024, and the vessel Star Paola was delivered to her new owner on April 29, 2024 (Note 15). Given their employment as of March 31, 2024, none of the above-mentioned vessels met the criteria to be classified as held for sale as of March 31, 2024.

In connection with the aforementioned deliveries of the sold vessels, a net gain of $8,769 was recognized and reflected separately in the unaudited interim condensed consolidated income statement for the three-month period ended March 31, 2024.

As of March 31, 2024, 109 of the Company’s vessels, having a net carrying value of $2,400,235, serve as collateral under certain of the Company’s loan facilities and were subject to first-priority mortgages (Note 8). Title of ownership is held by the relevant lenders for another 2 vessels with a carrying value of $41,087 to secure the relevant sale and lease back financing transactions (Note 7). In addition, 18 of the Company’s vessels having a net carrying value of $340,579 are subject to second-priority mortgages and serve as collateral under certain of the Company’s loan facilities (Note 8).

The amounts reported under “Acquisition of other fixed assets, vessel improvements and other vessel costs” in the table above which were incurred during the three-month period ended March 31, 2024 were incurred mainly in connection with the Company’s continued technical upgrades to its fleet, such as the installation of ballast water treatment systems (“BWTS”) and Energy Saving Devices (“ESD”).

F-10


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2024
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

5.          Vessels and other fixed assets, net and Advances for vessels under construction - continued:

Vessels under construction:

During 2023, the Company entered into five firm shipbuilding contracts with Qingdao Shipyard Co., Ltd. for the construction of five 82,000 dwt Kamsarmax newbuilding vessels. The delivery of two of these vessels is expected in September 2025, another two in April 2026 and the last one in July 2026.

The amounts shown in the consolidated balance sheets are analyzed as follows:

Balance, December 31, 2023
 
$
-
 
 - Pre-delivery yard installments
   
17,750
 
- Capitalized interest and finance costs
   
202
 
Balance, March 31, 2024
 
$
17,952
 

As of March 31, 2024, the total aggregate remaining contracted price for the five vessels under construction was $164,800, payable in periodic installments up to their deliveries, of which $21,300 is payable during the next twelve months ending March 31, 2025, and the remaining $143,500 is payable until their expected delivery from the shipyard in July 2026.

6.          Operating leases:

a) Time charter-in vessel agreements

The carrying value of the assets and liabilities recognized on the balance sheet as of December 31, 2023 and March 31, 2024 in connection with the time charter-in vessel arrangements with an initial term exceeding 12 months (Note 1), amounted to $27,548 and $109,576, respectively. The time charter-in payments required to be made after March 31, 2024, for these outstanding operating lease liabilities are as follows:

Twelve month periods ending
 
Amount
 
March 31, 2025
 
$
21,001
 
March 31, 2026
   
21,343
 
March 31, 2027
   
20,174
 
March 31, 2028
   
21,402
 
March 31, 2029
   
18,481
 
March 31, 2030 and thereafter
   
27,858
 
Total undiscounted lease payments
 
$
130,259
 
Discount based on incremental borrowing rate
   
(20,683
)
Present value of lease liability
  $
109,576
 
Operating lease liabilities, current
   
15,452
 
Operating lease liabilities, non-current
   
94,124
 

The weighted average remaining lease term of these charter-in vessel arrangements as of March 31, 2024 is 6.37 years. The charter-in expenses for the long-term charter-in arrangements for the three-month periods ended March 31, 2023 and 2024, were $2,879 and $3,926, respectively.

F-11


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2024
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

6.          Operating leases - continued:

b) Office rental arrangements

The carrying value of the assets and liabilities recognized on the balance sheet as of December 31, 2023 and March 31, 2024 in connection with the office rental arrangements, amounted to $277 and $217, respectively. The office rental payments required to be made after March 31, 2024, for these outstanding operating lease liabilities are as follows:

Twelve month periods ending
 
Amount
 
March 31, 2025
 
$
187
 
March 31, 2026
   
30
 
March 31, 2027
   
-
 
March 31, 2028
   
-
 
March 31, 2029
   
-
 
March 31, 2030 and thereafter
   
-
 
Total undiscounted lease payments
 
$
217
 
Discount based on incremental borrowing rate
   
-
 
Present value of lease liability
  $
217
 
Operating lease liabilities, current
   
187
 
Operating lease liabilities, non-current
   
30
 

The weighted average remaining lease term of these office rental arrangements as of March 31, 2024 is 1.06 years. The lease expenses for these office rental arrangements for the three-month periods ended March 31, 2023 and 2024 were $125 and $60, respectively.

F-12


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2024
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

7.          Lease financings:

Details of the Company’s lease financings are discussed in Note 7 of the Company’s consolidated financial statements for the year ended December 31, 2023, included in the 2023 Annual Report.

The Company’s lease financings bear interest at SOFR plus a margin. The corresponding interest expense of the Company’s bareboat lease financing activities is included within “Interest and finance costs” in the unaudited interim condensed consolidated income statements (Note 8).

The principal payments required to be made after March 31, 2024, for the outstanding finance lease obligations recognized on the balance sheet, as of that date, are as follows:

Twelve month periods ending
 
Amount
 
March 31, 2025
 
$
2,731
 
March 31, 2026
   
2,731
 
March 31, 2027
   
2,731
 
March 31, 2028
   
2,731
 
March 31, 2029
   
4,725
 
March 31, 2030 and thereafter
   
1,705
 
Total bareboat lease minimum payments
 
$
17,354
 
Unamortized lease issuance costs
   
(85
)
Total bareboat lease minimum payments, net
 
$
17,269
 
Lease financing short term
   
2,731
 
Lease financing long term, net of unamortized lease issuance costs
   
14,538
 

F-13


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2024
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

8.          Long-term bank loans:

Details of the Company’s credit facilities are discussed in Note 8 of the Company’s consolidated financial statements for the year ended December 31, 2023, included in the 2023 Annual Report.

In addition to the scheduled repayments during the three-month period ended March 31, 2024 and in connection with the sale of vessels described in Note 5, the Company prepaid the following amounts: i) $9,111 corresponding to the outstanding loan amount of the vessel Star Bovarius under the ING Facility, ii) an aggregate amount of $23,814 corresponding to the outstanding loan amount of the vessels Big Fish, Big Bang and Pantagruel under the NBG $125,000 Facility and iii) $5,821 corresponding to the outstanding loan amount of the vessel Star Dorado under the Citi $100,000 Facility. In addition, the Company prepaid the outstanding loan amount of $58,500 under the latest drawn tranche of ING Facility of $62,000, with original maturity in November 2024.

As of December 31, 2023 and March 31, 2024, the Company was required to maintain minimum liquidity, not legally restricted, of $58,000 and $55,500, respectively, which is included within “Cash and cash equivalents” in the consolidated balance sheets. In addition, as of December 31, 2023 and March 31, 2024, the Company was required to maintain a minimum liquidity, legally restricted (including the cash collateral required under certain of the Company’s FFAs, as described in Note 13), of $34,269 and $40,093, respectively. The increase in restricted cash is attributable to the increase in collateral required under certain of the Company’s financial instruments (Note 13).

As of March 31, 2024, the Company was in compliance with the applicable financial and other covenants contained in its bank loan agreements and lease financings (Note 7), which are described in Note 8 of the Company’s consolidated financial statements for the year ended December 31, 2023, included in the 2023 Annual Report.

The principal payments required to be made after March 31, 2024 for the outstanding bank debt as of that date, are as follows:

Twelve month periods ending
 
Amount
 
March 31, 2025
 
$
177,873
 
March 31, 2026
   
207,651
 
March 31, 2027
   
265,857
 
March 31, 2028
   
229,155
 
March 31, 2029
   
121,849
 
March 31, 2030 and thereafter
   
84,075
 
Total Long-term bank loans
 
$
1,086,460
 
Unamortized loan issuance costs
   
(7,062
)
Total Long-term bank loans, net
 
$
1,079,398
 
Current portion of long-term bank loans
   
177,873
 
Long-term bank loans, net of current portion and unamortized loan issuance costs
   
901,525
 

F-14


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2024
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

8.          Long-term bank loans - continued:

All of the Company’s bank loans bear interest at SOFR plus a margin. The weighted average interest rate (including the margin) related to the Company’s debt including lease financings (Note 7), following a number of interest rates swaps the Company has entered into (Note 13), for the three-month periods ended March 31, 2023 and 2024 was 4.36% and 6.58%, 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,
   
2023
   
2024
 
Interest on financing agreements
 
$
21,580
   
$
20,701
 
Reclassification adjustments of interest rate swap loss/(gain) transferred to Interest and finance costs from Other Comprehensive Income (Note 13)
   
(7,273
)
   
(1,183
)
Amortization of debt (loan & lease) issuance costs
   
1,043
     
779
 
Other bank and finance charges
   
352
     
202
 
Interest and finance costs
 
$
15,702
   
$
20,499
 

During the three-month period ended March 31, 2024, the Company wrote off an amount of $779 of unamortized debt issuance costs, following the loan prepayments discussed above, which are included along with prepayment fees of $34, under “Gain/(Loss) on debt extinguishment, net” in the unaudited interim condensed consolidated income statement for the corresponding period. During the three-month period ended March 31, 2023, the Company wrote off an amount of $419 of unamortized debt issuance costs following the loan prepayments discussed above, which are included under “Gain/(Loss) on debt extinguishment, net” in the unaudited interim condensed consolidated income statement for the corresponding period.

9.          Preferred and Common Shares and Additional Paid-in Capital:

Details of the Company’s preferred shares and common shares are discussed in Note 9 of the Company’s consolidated financial statements for the year ended December 31, 2023, included in the 2023 Annual Report.

During the three-month period ended March 31, 2024, the Company issued 370,000 common shares pursuant to its Performance Incentive Program discussed in Note 11 of the Company’s consolidated financial statements for the year ended December 31, 2023, included in the 2023 Annual Report.

Pursuant to its dividend policy, during the three-month period ended March 31, 2024, the Company declared and paid a cash dividend of $38,003 or $0.45 per common share.

F-15


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2024
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

10.          Earnings per Share:

The computation of basic earnings per share is based on the weighted average number of common shares outstanding for the three-month periods ended March 31, 2023 and 2024. The calculation of basic earnings per share does not consider the non-vested shares as outstanding until the time-based vesting restriction has lapsed. Diluted earnings per share gives effect to stock awards and restricted stock units using the treasury stock method, unless the impact is anti-dilutive.

The Company calculates basic and diluted earnings per share as follows:

    Three Months Ended March 31,
   
2023
   
2024
 
Income :
           
Net income
 
$
45,875
   
$
74,856
 
                 
                 
Basic earnings per share:
               
Weighted average common shares outstanding, basic
   
102,974,041
     
83,835,611
 
Basic earnings per share
 
$
0.45
   
$
0.89
 
                 
Effect of dilutive securities:
               
Dillutive effect of non vested shares
   
407,902
     
341,642
 
Weighted average common shares outstanding, diluted
   
103,381,943
     
84,177,253
 
                 
Diluted earnings per share
 
$
0.44
   
$
0.89
 

11.          Equity Incentive Plans:

Details of the Company’s equity incentive plans and share awards granted through December 31, 2023, are discussed in Note 11 of the Company’s consolidated financial statements for the year ended December 31, 2023, included in the 2023 Annual Report.

The stock-based compensation cost for the three-month periods ended March 31, 2023 and 2024, which is included under “General and administrative expenses” in the unaudited interim condensed consolidated income statements, amounted to $3,446 and $2,161, respectively.

F-16


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2024
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

11.          Equity Incentive Plans - continued:

A summary of the status of the Company’s non-vested restricted shares as of March 31, 2024 and the movement during the three-month period ended March 31, 2024 is presented below.

   
Number of shares
   
Weighted Average Grant
Date Fair Value
 
Unvested as at January 1, 2024
   
364,001
   
$
20.11
 
Granted
   
370,000
     
21.26
 
Vested
   
(370,000
)
   
21.26
 
Unvested as at March 31, 2024
   
364,001
   
$
20.11
 

As of March 31, 2024, the estimated compensation cost relating to non-vested restricted share awards not yet recognized is $3,466 and is expected to be recognized over the weighted average period of 1.16 years. During the three-month period ended March 31, 2024 the Company paid $164 for dividends to shareholders of non-vested shares.

12.          Commitments and Contingencies:

a)          Commitments:

The following tables set forth inflows and outflows related to the Company’s charter party arrangements and other commitments, as at March 31, 2024.

Charter party arrangements:



Twelve month periods ending March 31,
+ inflows/ - outflows
 
Total
   
2025
   
2026
   
2027
   
2028
   
2029
   
2030 and thereafter
 
Future, minimum, non-cancellable charter revenues (1)
 
$
97,329
   
$
87,312
   
$
10,017
   
$
-
   
$
-
   
$
-
   
$
-
 
                                                         
Total
 
$
97,329
   
$
87,312
   
$
10,017
   
$
-
   
$
-
   
$
-
   
$
-
 
                                                         



(1)
The amounts represent the minimum contractual charter revenues to be generated from the existing, as of March 31, 2024, 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. Future inflows also include revenues deriving from index linked charter agreements using i) the index rates at the commencement date of each agreement, in compliance with ASC 842, and do not reflect relevant index charter rate information prevailing as of March 31, 2024 and ii) the remaining minimum duration of each non-cancellable time charter agreement.

F-17


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2024
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

12.          Commitments and Contingencies - continued:

b)          Commitments - continued:

Other commitments:

   
Twelve month periods ending March 31,
+ inflows/ - outflows
 
Total
   
2025
   
2026
   
2027
   
2028
   
2029
   
2030 and thereafter
 
Charter-in expense newbuilding vessels (1)
 
$
(98,560
)
 
$
(15,102
)
 
$
(15,102
)
 
$
(15,143
)
 
$
(15,102
)
 
$
(38,111
)
 
$
-
 
Vessel BWTS upgrades and ESD (2)
   
(11,134
)
   
(10,620
)
   
(514
)
   
-
     
-
     
-
     
-
 
Total
 
$
(109,694
)
 
$
(25,722
)
 
$
(15,616
)
 
$
(15,143
)
 
$
(15,102
)
 
$
(38,111
)
 
$
-
 



(1)
The amounts represent minimum contractual charter-in payments, to be made from the delivery date of the six charter-in newbuilding vessels (Note 1) until the end of their lease term.


(2)
The amounts represent the Company’s commitments as of March 31, 2024 for installation of BWTS upgrades and ESD on its vessels to comply with environmental regulations.

c)          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-18


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2024
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

13.          Fair value measurements and Hedging:

Fair value on a recurring basis:

Interest rate swaps

Details of the Company’s interest rate swaps are discussed in Note 18 of the Company’s consolidated financial statements for the year ended December 31, 2023, included in the 2023 Annual Report.

The following table summarizes the interest rate swaps in place as of March 31, 2024:

Counterparty
Trading Date
Inception
Expiry
 
Fixed Rate
 
Initial Notional
   
Current Notional
 
ING
Mar-20
Mar-20
Mar-26
 
0.7000%
 
$
29,960
   
$
21,400
 
ING
Mar-20
Apr-20
Oct-25
 
0.7000%
 
$
39,375
   
$
25,313
 
SEB
Mar-20
Apr-20
Jan-25
 
0.7270%
 
$
58,885
   
$
41,639
 
Citi
Jun-20
Aug-20
May-24
 
0.1293%
 
$
56,075
   
$
37,908
 
Citi
Jun-20
Aug-20
May-24
 
0.3380%
 
$
31,350
   
$
21,130
 
ING
Jul-20
Jul-20
Jul-26
 
0.3700%
 
$
70,000
   
$
29,167
 
SEB
Feb-21
Apr-21
Jan-26
 
0.4525%
 
$
37,050
   
$
15,600
 

The above interest rate swaps were designated and qualified as cash flow hedges while they are in effect, with the exception of those swaps that have been entered with Citi (the swaps with current notional amount of $59,038) which were de-designated from cash flow hedge on December 31, 2023 since they no longer meet the hedging relationship criteria. For the three-month period ended March 31, 2024, the losses from the de-designated interest rate swaps amounting to $810 are separately reflected under “Gain/(Loss) on interest rate swaps, net” in the unaudited interim condensed consolidated income statement for the corresponding period. The effective portion of the unrealized gains/losses from all other swaps (designated as cash flow hedges) is recorded in Other Comprehensive Income / (Loss) and no portion of these cash flow hedges was ineffective during the three-month period ended March 31, 2024.

A gain of approximately $2,751 in connection with the interest rate swaps is expected to be reclassified into earnings during the following 12-month period ending March 31, 2025 when realized.

Foreign Currency Forward Contracts:

Details of the Company’s foreign currency forward contracts are discussed in Note 18 of the Company’s consolidated financial statements for the year ended December 31, 2023 included in the 2023 Annual Report.

The effective portion of the unrealized gains/(losses) from the foreign currency forward contracts is recorded in Other Comprehensive Income / (Loss) and a loss of $240 is expected to be reclassified into earnings during the year ending December 31, 2024 when realized.

Forward Freight Agreements (“FFAs”) and Bunker Swaps

The results of the Company’s freight derivatives and bunker swaps for the three-month periods ended March 31, 2023 and 2024 and the valuation of their open positions as at December 31, 2023 and March 31, 2024 are presented in the tables below.


F-19


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2024
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

13.          Fair value measurements and Hedging - continued:

Fair value on a recurring basis - continued:

The amount of Gain / (Loss) on FFAs and bunker swaps, net and on interest rate swaps recognized in the unaudited interim condensed consolidated income statements, are analyzed as follows:

Three Months Ended March 31,
   
2023
   
2024
 
Consolidated Statement of Operations
           
Gain/(Loss) on interest rate swaps, net
           
Realized gain/(loss) of de-designated accounting hedging relationship
   
-
     
(1,785
)
Urealized gain/(loss) of de-designated accounting hedging relationship
   
(372
)
   
975
 
Total Gain/(loss) recognized
 
$
(372
)
 
$
(810
)
                 
Interest and finance costs
               
Reclassification adjustments of interest rate swap loss/(gain) transferred to Interest and finance costs from Other comprehensive income/(loss) (Note 8)
   
7,273
     
1,183
 
Total Gain/(loss) recognized
 
$
7,273
   
$
1,183
 
                 
Gain/(Loss) on FFAs and bunker swaps, net
               
Realized gain/(loss) on FFAs
   
3,490
     
(2,706
)
Realized gain/(loss) on bunker swaps
   
2,682
     
-
 
Unrealized gain/(loss) on FFAs
   
(3,425
)
   
(3,215
)
Unrealized gain/(loss) on bunker swaps
   
(1,439
)
   
-
 
Total Gain/(loss) recognized
 
$
1,308
   
$
(5,921
)

The following table summarizes the valuation of the Company’s financial instruments as of December 31, 2023 and March 31, 2024, based on Level 1 quoted market prices in active markets.

      
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)
 
      
December 31, 2023
 
March 31, 2024
  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
 
$
-
   
$
-
   
$
-
   
$
-
 
Bunker swaps - current
Derivatives, current asset portion
   
-
     
-
     
-
     
-
 
Total
   
$
-
   
$
-
   
$
-
   
$
-
 
LIABILITIES
                                 
Forward freight agreements - current
Derivatives, current liability portion
 
$
5,784
   
$
-
   
$
8,999
   
$
-
 
Total
   
$
5,784
   
$
-
   
$
8,999
   
$
-
 

Certain of the Company’s derivative financial instruments discussed above require the Company to periodically post additional collateral depending on the level of any open position under such financial instruments, which as of December 31, 2023 and March 31, 2024 amounted to $13,496 and $19,847, respectively, and are included within “Restricted cash, current” in the consolidated balance sheets.

F-20


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2024
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

13.          Fair value measurements and Hedging - continued:

Fair value on a recurring basis - continued:

The following table summarizes the valuation of the Company’s derivative financial instruments as of December 31, 2023 and March 31, 2024, based on Level 2 observable market based inputs or unobservable inputs that are corroborated by market data.

      
Significant Other Observable Inputs (Level 2)
 


 
December 31, 2023
 
March 31, 2024

   Balance Sheet Location   (not designated as cash flow hedges)     (designated as cash flow hedges)
    (not designated as cash flow hedges)
    (designated as cash flow hedges)
 
ASSETS
                         
Interest rate swaps - current
Derivatives, current asset portion
 
$
1,356
   
$
4,682
   
$
381
   
$
4,475
 
Foreign exchnage forward contracts - current
Derivatives, current asset portion
   
-
     
267
     
-
     
27
 
Interest rate swaps - non-current
Derivatives, non-current asset portion
   
-
     
2,533
     
-
     
2,077
 
Total
   
$
1,356
   
$
7,482
   
$
381
   
$
6,579
 

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, 2024, due to the variable interest rate nature thereof.

14.          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, 2023 and 2024, as presented in the consolidated income statements:

    Three Months Ended March 31,
   
2023
   
2024
 
             
Time charters
 
$
113,953
   
$
141,710
 
Voyage charters
   
109,818
     
121,058
 
Pool revenues
   
264
     
(3,378
)
   
$
224,035
   
$
259,390
 

As of March 31, 2024, trade accounts receivable from voyage charter agreements decreased to $22,886 from $24,223 as of December 31, 2023 and are presented under “Trade accounts receivable, net” in the consolidated balance sheets. The outstanding balance is mainly affected by the timing of commencement of revenue recognition. No write-off was recorded in periods presented in connection with the voyage charter agreements.

Further, as of March 31, 2024, capitalized contract fulfilment costs which are recorded under “Other current assets” increased by $1,865 compared to December 31, 2023, to $6,140 from $4,275. The outstanding balance is mainly affected by the timing of commencement of revenue recognition.

F-21


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2024
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

14.          Voyage revenues – continued:

Under ASC 606, unearned voyage charter revenue represents the consideration received for undelivered performance obligations. The Company recorded $5,556 as unearned revenue related to voyages charter agreements in progress as of December 31, 2023, which were recognized in earnings in the three-month period ended March 31, 2024 as the performance obligations were satisfied in that period. In addition, the Company recorded $5,887 as unearned revenue related to voyage charter agreements in progress as of March 31, 2024, which is presented under “Deferred revenue” in the consolidated balance sheets and will be recognized in earnings as the performance obligations will be satisfied.

The amount invoiced to charterers in connection with the additional revenue for scrubber-fitted vessels under time-charter contracts (included in voyage revenues earned from time charters in the above table) was $19,294 and $15,536 for the three-month periods ended March 31, 2023 and 2024, respectively, and did not include the fuel cost savings gained from the scrubber-fitted vessels which were employed under voyage charter agreements.

Demurrage income for the three-month periods ended March 31, 2023 and 2024 amounted to $2,836 and $4,342, respectively, and is included in voyage revenues from voyage charters in the above table.

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, 2023 and 2024 was $789 and $(3,360), respectively, and is included within “Pool revenues” in the table above. Pool Revenues also include other minor participation adjustments.

F-22


STAR BULK CARRIERS CORP.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
March 31, 2024
(Expressed in thousands of U.S. dollars except for share and per share data, unless otherwise stated)

15.          Subsequent Events:

a)          On April 9, 2024, the Eagle Merger was completed following Eagle shareholders’ approval and receipt of applicable regulatory approvals and satisfaction of customary closing conditions. As a result of the Eagle Merger, a total number of 29,017,999 shares of Star Bulk common stock were issued on April 9, 2024.

b)    In connection with the consummation of the Eagle Merger, the Company entered into a First Supplemental Indenture, dated as of April 9, 2024 (the “Supplemental Indenture”), which amends and supplements the base indenture, governing the convertible bond debt of Eagle (the “Convertible Bond Debt”). The Supplemental Indenture was entered into to provide for a change in the conversion right of the Convertible Bond Debt resulting from the Eagle Merger and a guarantee of the obligations under the Convertible Bond Debt by the Company.

c)          On April 10, 2024, the Company entered into a loan agreement with ABN AMRO Bank N.V. (the “ABN AMRO Loan”) for a loan amount of up to $94,100. The full amount of the loan was drawn on April 12, 2024. The ABN AMRO Loan is secured by first priority mortgages on 12 vessels acquired in connection with the Eagle Merger.

d)          On April 10, 2024, the Company entered into a loan agreement with DNB Bank ASA (the “DNB Loan”) for a loan amount of up to $100,000. The full amount of the loan was drawn on April 12, 2024. The DNB Loan is secured by first priority mortgages on 13 vessels acquired in connection with the Eagle Merger.

e)          On April 10, 2024, the Company entered into a loan agreement with ING Bank N.V., London Branch (the “ING Loan”) for a loan amount of up to $94,000. The full amount of the loan was drawn on April 12, 2024. The ING Loan is secured by first priority mortgages on 12 vessels acquired in connection with the Eagle Merger.

f)          On April 19, 2024, the Company agreed to sell the vessel Crowned Eagle, one of the vessels acquired in connection with the Eagle Merger. The vessel is expected to be delivered to her new owners by June 2024.

g)          On April 22, 2024, the Company entered into a loan agreement with E.SUN commercial Bank Ltd. (the “E.SUN Loan”) for a loan amount of up to $100,000. The full amount of the loan was drawn on April 23, 2024. The E.SUN Loan is secured by first priority mortgages on 13 vessels acquired in connection with the Eagle Merger.

h)          On April 29 and April 30, 2024, the vessels Star Paola and Star Dorado were delivered to their new owners, respectively.

i)          On May 22, 2024, the Company’s Board of Directors declared a quarterly cash dividend of $0.75 per share payable on or about June 20, 2024 to all shareholders of record as of June 6, 2024.




F-23