Star
Bulk Carriers Corp.
|
(Translation
of registrant’s name into English)
|
7,
Fragoklisias Street, 2nd
floor, Maroussi 151 25, Athens, Greece
|
(Address
of principal executive office)
|
|
Exhibit
1
|
·
|
Net
income was $50.2 million for the fourth quarter of 2008 compared to net
income of $1.6 million for the fourth quarter of
2007.
|
·
|
Voyage
and time charter revenues were $72.8 million for the fourth quarter of
2008. This figure includes revenues of $28.7 million
attributable to the amortization of the fair value of below/above market
acquired time charters.
|
·
|
Earnings
per share, basic and diluted for the fourth quarter of 2008 were $0.89
based on a weighted average of 56,278,511 shares outstanding, basic and
diluted in the fourth quarter of
2008.
|
·
|
Earnings
per share, basic and diluted for the fourth quarter of 2008 were $0.41,
excluding amortization of fair value of below/above market acquired time
charters of $28.7 million and the expenses of $1.3 million relating to the
amortization of stock based
compensation
|
·
|
EBITDA
for the fourth quarter of 2008 was $ 70.3 million. Adjusted
EBITDA for the same period excluding all the above point items was $42.9
million.
|
·
|
Net
income was $133.7 million for the year ended December 31, 2008 compared to
net income of $3.4 million for the year ended December 31,
2007.
|
·
|
Voyage
and time charter revenues were $238.9 million for the year ended December
31, 2008. This figure includes revenues of $80.5 million
attributable to the amortization of the fair value of below/above market
acquired time charters.
|
·
|
Earnings
per share, basic and diluted for the year ended December 31, 2008 were
$2.55 and $2.46, respectively, based on a weighted average of 52,477,947
shares outstanding, basic and on a weighted average of 54,280,472 shares
outstanding, diluted for the year ended December 31,
2008.
|
·
|
Earnings
per share, basic and diluted for the year ended December 31, 2008 were
$1.16 and $1.12, respectively, excluding amortization of fair value of
below/above market acquired time charters of $80.5 million, expenses of
$4.0 million relating to the amortization of stock based compensation and
impairment loss of $3.6 million, in connection with the sale of the vessel
Star
Iota.
|
·
|
EBITDA
for the year ended December 31, 2008 was $193.8
million. Adjusted EBITDA for the same period excluding all the
above point items was $120.9
million.
|
Vessel Name
|
Type
|
DWT
|
Year Built
|
Star
Alpha
|
Capesize
|
175,075
|
1992
|
Star
Beta
|
Capesize
|
174,691
|
1993
|
Star
Sigma
|
Capesize
|
184,400
|
1991
|
Star
Ypsilon
|
Capesize
|
150,940
|
1991
|
Star
Gamma
|
Supramax
|
53,098
|
2002
|
Star
Delta
|
Supramax
|
52,434
|
2000
|
Star
Epsilon
|
Supramax
|
52,402
|
2001
|
Star
Zeta
|
Supramax
|
52,994
|
2003
|
Star
Theta
|
Supramax
|
52,425
|
2003
|
Star
Kappa
|
Supramax
|
52,055
|
2001
|
Star
Omicron
|
Supramax
|
53,489
|
2005
|
Star
Cosmo
|
Supramax
|
52,247
|
2005
|
Grand
Total
|
12
|
1,106,250
|
·
|
Amortization
of fair value of below/above market acquired time charters of $28.7
million, or $0.51 per basic and diluted share, attributable to the
amortization of the fair value of time charters attached to vessels
acquired, which are amortized over the remaining period of the time
charter as increases to net
revenue.
|
·
|
Expenses
of $1.3 million, or $0.02 per basic and diluted share relating to the
amortization of stock based compensation recognized in connection with the
vesting portion of a total of 1,255,000 unvested restricted common
shares issued to directors and
employees.
|
·
|
Vessel
impairment loss of $3.6 million, or $0.07 per basic and diluted share, in
connection with the sale of the vessel Star
Iota.
|
·
|
Amortization
of fair value of below/above market acquired time charters of $80.5
million, or $1.53 and $1.48 per basic and diluted share, respectively,
attributable to the amortization of the fair value of time charters
attached to vessels acquired, which are amortized over the remaining
period of the time charter as increases to net
revenue..
|
·
|
Expenses
of $4.0 million, or $0.08 and $0.07 per basic and diluted share,
respectively, relating to the amortization of stock based compensation
recognized in connection with the vesting of a portion of a total of
1,255,000 restricted common shares issued to directors and
employees.
|
(TCE
rate in Dollars)
|
|||
3
-months Ended
|
12-months
Ended
|
||
December
31, 2008
|
December
31, 2008
|
||
Average
number of vessels(1)
|
12.1
|
10.8
|
|
Number
of vessels
|
12
|
12
|
|
Average
age of operational fleet (in years) (2)
|
9.7
|
9.7
|
|
Ownership
days (3)
|
1,109
|
3,927
|
|
Available
days (4)
|
1,087
|
3,716
|
|
Voyage
days for fleet (5)
|
1,043
|
3,616
|
|
Fleet
Utilization (6)
|
96%
|
97%
|
|
Time
charter equivalent rate(7)
|
41,521
|
42,824
|
|
3-months
Ended
|
12-months
Ended
|
||
December
31, 2007
|
December
31, 2007
|
||
Average
number of vessels(1)
|
0.84
|
0.21
|
|
Number
of vessels
|
4
|
4
|
|
Average
age of operational fleet (in years) (2)
|
8.0
|
8.0
|
|
Ownership
days (3)
|
77
|
77
|
|
Available
days (4)
|
77
|
77
|
|
Voyage
days for fleet (5)
|
69
|
69
|
|
Fleet
Utilization (6)
|
89%
|
89%
|
|
Time
charter equivalent rate(7)
|
31,316
|
31,316
|
(1)
|
Average
number of vessels is the number of vessels that constituted our fleet for
the relevant period, as measured by the sum of the number of days each
vessel was a part of our fleet during the period divided by the number of
calendar days in that period.
|
(2)
|
Average
age of operational fleet is calculated as at December 31,
2008.
|
(3)
|
Ownership
days are the total calendar days each vessel in the fleet was owned by
Star Bulk for the relevant period.
|
(4)
|
Available
days for the fleet are the ownership days after subtracting for off-hire
days with major repairs dry-docking or special or intermediate surveys or
transfer of ownership.
|
(5)
|
Voyage
days are the total days the vessels were in our possession for the
relevant period after subtracting all off-hire days incurred for any
reason (including off-hire for dry-docking, major repairs, special or
intermediate surveys).
|
(6)
|
Fleet
utilization is calculated by dividing voyage days by available days for
the relevant period and takes into account the dry-docking
periods.
|
(7)
|
Represents
the fleet-wide weighted average Time Charter Equivalent
(TCE). TCE rate is a measure of the average daily revenue
performance of a vessel on a per voyage basis. Our method of calculating
TCE rate is determined by dividing voyage revenues (net of voyage expenses
and amortization of fair value of above/below market acquired time charter
agreements) by voyage days for the relevant time period. Voyage expenses
primarily consist of port, canal and fuel costs that are unique to a
particular voyage, which would otherwise be paid by the charterer under a
time charter contract, as well as commissions. TCE rate is a standard
shipping industry performance measure used primarily to compare
period-to-period changes in a shipping company’s performance despite
changes in the mix of charter types (i.e., spot charters, time charters
and bareboat charters) under which the vessels may be employed between the
periods.
|
(U.S.
Dollars in thousands)
|
3-
months Ended
|
12-
months Ended
|
|
December
31, 2008
|
December
31, 2008
|
||
Net
cash provided by operating activities
|
27,055
|
110,747
|
|
Net
increase in current assets
|
9,381
|
11,881
|
|
Net
decrease/(increase) in current liabilities, excluding current portion of
long term debt
|
2,249
|
(10,705)
|
|
Amortization
of fair value of above/below market acquired time charter
agreements
|
28,722
|
80,533
|
|
Amortization of
deferred finance fees
|
(87)
|
(234)
|
|
Vessel
impairment loss
|
(21)
|
(3,646)
|
|
Change
in fair value of derivatives
|
251
|
251
|
|
Stock
based compensation
|
(1,328)
|
(3,986)
|
|
Other
non-cash
|
(10)
|
(53)
|
|
Net
Interest expense
|
4,086
|
9,052
|
|
EBITDA
|
70,298
|
193,840
|
|
Less:
|
|||
Amortization
of fair value of above/below market acquired time charter
agreements
|
(28,722)
|
(80,533)
|
|
Plus:
|
|||
Stock
– based compensation
|
1,328
|
3,986
|
|
Vessel
impairment loss
|
21
|
3,646
|
|
Adjusted
EBITDA
|
42,925
|
120,939
|
(Expressed
in thousands of U.S. dollars except for share and per share
data)
|
3-month
period ended
December
31, 2007
|
12-month
period ended
December
31, 2007
|
3-month
period ended
December
31, 2008
|
12-month
period ended
December
31, 2008
|
|||
Unaudited
|
Unaudited
|
Unaudited
|
Unaudited
|
||||
REVENUES:
|
|||||||
Voyage
revenues
|
3,633
|
3,633
|
72,783
|
238,883
|
|||
Voyage
expenses
|
43
|
43
|
761
|
3,504
|
|||
Vessel
operating expenses
|
645
|
645
|
6,452
|
26,198
|
|||
Drydocking
expenses
|
-
|
-
|
652
|
7,881
|
|||
Depreciation
|
743
|
745
|
16,011
|
51,050
|
|||
Management
fees
|
-
|
-
|
300
|
1,367
|
|||
Vessel
impairment loss
|
-
|
-
|
21
|
3,646
|
|||
Gain
on forward freight agreements
|
-
|
-
|
(251)
|
(251)
|
|||
Time
charter agreement termination fees
|
-
|
-
|
(9,711)
|
(9,711)
|
|||
General
and administrative expenses
|
6,050
|
7,756
|
4,298
|
12,424
|
|||
Operating
(loss) income
|
(3,848)
|
(5,556)
|
54,250
|
142,775
|
|||
Interest
and finance costs
|
(45)
|
(45)
|
(4,379)
|
(10,238)
|
|||
Interest
income
|
5,518
|
9,021
|
293
|
1,186
|
|||
Other
|
37
|
15
|
|||||
Total
other income (expenses), net
|
5,473
|
8,976
|
(4,049)
|
(9,037)
|
|||
Income
tax
|
(9)
|
(9)
|
-
|
-
|
|||
Net
income
|
1,616
|
3,411
|
50,201
|
133,738
|
|||
Earnings
per share, basic
|
0.05
|
0.11
|
0.89
|
2.55
|
|||
Earnings
per share, diluted
|
0.04
|
0.09
|
0.89
|
2.46
|
|||
Weighted
average number of shares outstanding, basic
|
30,065,923
|
30,065,923
|
56,278,511
|
52,477,947
|
|||
Weighted
average number of shares outstanding, diluted
|
36,817,616
|
36,817,616
|
56,278,511
|
54,280,472
|
(Expressed
in thousands of U.S. dollars except for share and per share
data)
|
|||
December
31, 2007
|
December
31, 2008
|
||
ASSETS
|
|||
Current
Assets
|
|||
Cash
and cash equivalents
|
18,985
|
29,475
|
|
Restricted
cash
|
-
|
2,486
|
|
Trade
accounts receivable, net
|
-
|
3,379
|
|
Inventories
|
598
|
1,276
|
|
Prepaid
expenses and other receivables
|
299
|
3,194
|
|
Due
from related party
|
-
|
465
|
|
Due
from Managers
|
-
|
1,747
|
|
Financial
instruments
|
-
|
251
|
|
Total
Current Assets
|
19,882
|
42,273
|
|
Fixed
Assets
|
|||
Advances
for vessels to be acquired
|
118,242
|
-
|
|
Vessels
and other fixed assets, net
|
262,946
|
821,284
|
|
Total
Fixed Assets
|
381,188
|
821,284
|
|
OTHER
NON-CURRENT ASSETS
|
|||
Deferred
finance charges
|
600
|
1,391
|
|
Due
from Managers
|
120
|
270
|
|
Fair
value of above market acquired time charter
|
1,952
|
14,148
|
|
Restricted
cash
|
-
|
12,010
|
|
TOTAL
ASSETS
|
403,742
|
891,376
|
|
LIABILITIES
& STOCKHOLDERS' EQUITY
|
|||
Current
Liabilities
|
|||
Current
portion of long-term loan
|
-
|
49,250
|
|
Accounts
payable
|
168
|
1,031
|
|
Due
to related party
|
480
|
156
|
|
Accrued
liabilities
|
1,493
|
3,296
|
|
Deferred
revenue
|
916
|
3,554
|
|
Total
Current Liabilities
|
3,057
|
57,287
|
|
NON-CURRENT
LIABILITIES
|
|||
Long
term debt
|
-
|
247,250
|
|
Fair
value of below market acquired time charter
|
25,307
|
21,574
|
|
Deferred
revenue
|
-
|
5,072
|
|
Other
non-current liability
|
-
|
53
|
|
Total
Non-current Liabilities
|
25,307
|
273,949
|
|
Stockholders'
Equity
|
|||
Preferred
Stock; $0.01 par value, authorized
25,000,000 shares; none issued or
outstanding at December 31, 2007 and 2008, respectively
|
-
|
-
|
|
Common
Stock, 100,000,000 shares authorized at December 31, 2007 and 2008;
42,516,433 and 58,412,402
shares
issued and outstanding at December 31, 2007 and 2008,
respectively
|
425
|
584
|
|
Additional
paid-in capital
|
368,454
|
479,592
|
|
Retained
earnings
|
6,499
|
79,964
|
|
Total
Stockholders' Equity
|
375,378
|
560,140
|
|
Total
Liabilities and Stockholders’ Equity
|
403,742
|
891,376
|
12-months
period ended December 31, 2007
|
12-months
period ended December 31, 2008
|
||
Cash
Flows from Operating Activities:
|
|||
Net
income
|
3,411
|
133,738
|
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||
Depreciation
|
745
|
51,050
|
|
Amortization
of fair value of above market acquired time charter
|
28
|
2,221
|
|
Amortization
of fair value of below market acquired time charter
|
(1,465)
|
(82,754)
|
|
Amortization
of deferred finance charges
|
234
|
||
Vessel
impairment loss
|
3,646
|
||
Stock
– based compensation
|
184
|
3,986
|
|
Change
in fair value of forward
freight agreements
|
(251)
|
||
Other
non cash charges
|
53
|
||
Deferred
interest
|
(2,163)
|
-
|
|
Changes
in operating assets and liabilities:
|
|||
(Increase)/Decrease
in:
|
|||
Value
of trust account
|
(1,179)
|
-
|
|
Restricted
cash by forward freight agreements
|
-
|
(2,486)
|
|
Accounts
receivable
|
-
|
(3,379)
|
|
Inventories
|
(598)
|
(678)
|
|
Prepaid
expenses and other receivables
|
(68)
|
(2,976)
|
|
Due from
related party
|
-
|
(465)
|
|
Due
from managers
|
(120)
|
(1,897)
|
|
Other
assets
|
|||
Increase/(Decrease)
in:
|
|||
Accounts
payable
|
(31)
|
864
|
|
Due to
related party
|
480
|
(324)
|
|
Accrued
liabilities
|
437
|
2,455
|
|
Income
taxes payable
|
(207)
|
-
|
|
Deferred
revenue
|
916
|
7,710
|
|
Net
Cash provided by Operating Activities
|
370
|
110,747
|
|
Cash
Flows from Investing Activities:
|
|||
Cash disbursements
from trust account
|
194,094
|
-
|
|
Advances
for vessels to be acquired
|
(83,444)
|
-
|
|
Additions
to vessel cost and other fixed assets
|
(95,707)
|
(413,457)
|
|
Cash
paid for above market acquired time charter
|
(1,980)
|
(14,417)
|
|
Cash
proceeds from vessel disposal
|
-
|
16,579
|
|
Increase
in restricted cash
|
-
|
(12,010)
|
|
Net
cash provided by/(used in) Investing Activities
|
12,963
|
(423,305)
|
|
Cash
Flows from Financing Activities:
|
|||
Proceeds
of bank loan borrowings
|
-
|
317,500
|
|
Loan
repayment
|
-
|
(21,000)
|
|
Proceeds
from exercise of warrants
|
7,534
|
94,236
|
|
Deferred
underwriting fees paid
|
(4,000)
|
-
|
|
Repurchase
of shares and warrants
|
-
|
(13,449)
|
|
Financing
fees paid
|
-
|
(1,625)
|
|
Cash
dividend
|
-
|
(52,614)
|
|
Net
cash provided by Financing Activities
|
3,534
|
323,048
|
|
Net
increase in cash and cash equivalents
|
16,867
|
10,490
|
|
Cash
and cash equivalents at beginning of year
|
2,118
|
18,985
|
|
Cash
and cash equivalents at end of the year
|
18,985
|
29,475
|
Star
Bulk Carriers Corp.
|
||
Dated: March
18, 2009
|
By:
|
/s/ Prokopios
Tsirigakis
|
Name: Prokopios
Tsirigakis
|
||
Title: Chief
Executive Officer and
President
|