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Transactions with Related Parties | 12 Months Ended
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Dec. 31, 2014
Transactions with Related Parties [Abstract] |
Transactions with Related Parties | 3. Transactions with Related Parties: Transactions and balances with related parties are analyzed as follows:
Balance Sheet |  |  |  |  |  |  |  |  |  |  |
|  |  | 2013 |  |  | 2014 |  |  |  |  |
Assets |  |  |  |  |  |  |  |  |  |  |
Combine Marine Ltd (c) |  | $ | 1 |  | $ | - |  |  |  |  |
Oceanbulk Maritime S.A. and its affiliates (d) |  |  | 9 |  |  | 241 |  |  |  |  |
Managed Vessels of Oceanbulk Shipping (e ) |  |  | 420 |  |  | - |  |  |  |  |
Product Shipping & Trading S.A (f) |  |  | 56 |  |  | 4 |  |  |  |  |
Total Assets |  | $ | 486 |  | $ | 245 |  |  |  |  |
Liabilities |  |  |  |  |  |  |  |  |  |  |
Interchart Shipping Inc. (a) |  | $ | 58 |  | $ | 6 |  |  |  |  |
Management and Directors Fees (b) |  |  | 111 |  |  | 462 |  |  |  |  |
Managed Vessels of Oceanbulk Shipping LLC (e ) |  |  | - |  |  | 9 |  |  |  |  |
Oceanbulk Sellers (Note 17.2) |  |  | 390 |  |  | 1,689 |  |  |  |  |
Total Liabilities |  | $ | 559 |  | $ | 2,166 |  |  |  |  |
Excel Vessel Bridge Facility outstanding balance |  |  |  |  |  |  |  |  |  |  |
|  |  | 2013 |  |  | 2014 |  |  |  |  |
Excel Vessel Bridge Facility - current portion (i) |  | $ | - |  | $ | 8,168 |  |  |  |  |
Excel Vessel Bridge Facility - non current portion (i) |  |  | - |  |  | 47,993 |  |  |  |  |
Total Excel Vessel Bridge Facility |  | $ | - |  | $ | 56,161 |  |  |  |  |
Capitalized Expenses |  |  |  |  |  |  |  |  |  |  |
|  |  | 2013 |  |  | 2014 |  |  |  |  |
Advances for vessels under construction and acquisition of vessels |  |  |  |  |  |  |  |  |  |  |
Oceanbulk Maritime S.A.- commision fee for newbuilding vessels (d) |  | $ | 519 |  | $ | 1,038 |  |  |  |  |
Statements of Operations |  |  |  |  |  |  |  |  |  |  |
|  |  | 2012 |  |  | 2013 |  |  | 2014 |  |
Commission on sale of vessel-Oceanbulk (d) |  | $ | (91) |  | $ | (90) |  | $ | - |  |
Executive directors consultancy fees (b) |  |  | (453) |  |  | (528) |  |  | (1,516) |  |
Non-executive directors compensation (b) |  |  | (124) |  |  | (114) |  |  | (191) |  |
Office rent - Combine Marine Ltd. (c ) |  |  | (40) |  |  | (41) |  |  | (42) |  |
Voyage expenses-Interchart (a) |  |  | (1,134) |  |  | (773) |  |  | (1,997) |  |
Management fee expense - Oceanbulk Maritime S.A. (d) |  |  | - |  |  | - |  |  | (158) |  |
Interest on Excel Vessel Bridge Facility (i) |  |  | - |  |  | - |  |  | (1,659) |  |
Management fee income - Oceanbulk Maritime S.A. (d) |  |  | - |  |  | - |  |  | 188 |  |
Management fee income - Managed Vessels of Oceanbulk Shipping LLC (e ) |  |  | 204 |  |  | 823 |  |  | 1,390 |  |
Management fee income Product Shipping & Trading S.A. (f) |  |  | - |  |  | 242 |  |  | 62 |  |
(a) Interchart Shipping Inc. or Interchart: On February 25, 2014, the Company acquired 33% of the total outstanding common stock of Interchart for total consideration of $200 in cash and 22,598 of the Company's common shares. The common shares were issued on April 1, 2014, and the fair value per share of $14.51 was determined by reference to the per share closing price of the Company's common shares on the issuance date. The ownership interest was purchased from an entity affiliated with family members of Company's Chief Executive Officer, including the Company's former director Mrs. Milena-Maria Pappas. This transaction is accounted for as an equity method investment. On February 25, 2014, the Company also entered into a services agreement (the “Services Agreement”) with Interchart, for chartering, brokering and commercial services for all the Company's vessels for an annual fee of €500,000 ($610, using the exchange rate as of December 31, 2014, which was $1.22 per euro). This fee is adjustable for changes in the Company's fleet pursuant to the terms of the Services Agreement. Before the Services Agreement, Interchart acted as chartering broker of all the Company's vessels on an agreed upon basis. Under the Services Agreement, all previously agreed upon brokerage commissions due to Interchart were cancelled retroactively from January 1, 2014. In November 2014, the Company entered into a new services agreement with Interchart for chartering, brokering and commercial services for all of the Company's vessels for a monthly fee of $275, with a term until March 31, 2015. The agreement is effective from October 1, 2014, and on the same date the previous agreement dated February 25, 2014, was terminated. During the years ended December 31, 2012, 2013 and 2014 the brokerage commissions charged by Interchart were $1,134, $773 and $1,997, respectively, and are included in “Voyage expenses” in the accompanying consolidated statements of operations. As of December 31, 2013 and 2014, the Company had outstanding payables of $58 and $6, respectively, to Interchart. (b) Management and Directors Fees: During 2011 the Company entered into consulting agreements with companies owned and controlled by each of the then Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. These agreements had a term of three years unless terminated earlier in accordance with their terms, except for the consultancy agreement with the entity controlled by the Company's then Chief Operating Officer which provided for an indefinite term (terminable by either party with one month's notice). In addition, on May 3, 2013, the Company entered into separate renewal consulting agreements with the companies controlled by the Company's then Chief Executive Officer and Chief Financial Officer. Additionally, pursuant to the aforementioned agreements, the entities controlled by the Company's then Chief Executive Officer and Chief Financial Officer were entitled to receive an annual discretionary bonus, as determined by the Company's Board of Directors in its sole discretion. Finally, the entity controlled by the then Chief Executive Officer was entitled to receive a minimum guaranteed incentive award of 28,000 shares of common stock. These shares vested in three equal annual installments, the first installment of 9,333 shares vested on February 7, 2012, the second installment of 9,333 shares vested on February 7, 2013 and the last installment of 9,334 shares vested on February 7, 2014. The minimum guaranteed incentive award of 28,000 shares of the Company's stock was also renewed as part of the renewal of the consultancy agreement incurred between the Company and the company controlled by the former Chief Executive Officer with the new shares vesting in three equal annual installments, the first installment of 9,333 shares vested on May 3, 2014, the second installment of 9,333 shares vests on May 3, 2015 and the last installment of 9,334 shares vests on May 3, 2016. In connection with the July 2014 Transactions, the Company's former Chief Executive Officer resigned as Chief Executive Officer and remains with the Company as Non-Executive Chairman. On July 31, 2014, the Company entered into an agreement to terminate the consultancy agreement with the company owned by the former Chief Executive Officer and made a severance payment of €664,000 (approx. $810.1, using the exchange rate as of December 31, 2014, which was $1.22 per euro) of cash and 168,842 common shares, which were issued on the same date. As a result of the termination agreement, the second and the third installments of the former Chief Executive Officer's minimum guaranteed incentive award, under his renewed consultancy agreement, of 9,333 and 9,334, which would have been vested on May 3, 2015 and 2016, respectively, were cancelled. In addition, in connection with the July 2014 Transactions, the then Chief Operating Officer of the Company was appointed as Company's Executive Vice President-Technical. Following the completion of the Merger, on December 17, 2014, the Company entered into consulting agreements with companies owned and controlled by each of the new Chief Operating Officer and the new co-Chief Financial Officer. These agreements have a term of three years unless terminated earlier in accordance with their terms. Pursuant to the corresponding agreements, the entities controlled by the new Chief Operating Officer and the new co-Chief Financial Officer are entitled to receive an annual discretionary bonus, as determined by the Company's Board of Directors in its sole discretion. Pursuant to all aforementioned agreements, effective as of December 31, 2014, the Company is required to pay an aggregate base fee at an annual rate of not less than $492 (this amount is the sum of all consulting fees in USD and EURO, using the exchange rate as of December 31, 2014, which was $1.22 per euro), under the relevant consultancy agreements, using the exchange rate as of December 31, 2014, which was $ 1.22 per euro). The expenses related to the Company's executive officers for the years ended December 31, 2012, 2013 and 2014, including the severance cash payment in 2014 to the Company's former Chief Executive Officer were $453, $528 and $1,516, respectively, and are included under “General and administrative expenses” in the accompanying consolidated statements of operations. The related expenses of non-executive directors for the years ended December 31, 2012, 2013 and 2014 were $124, $114 and $191, respectively, and are included under “General and administrative expenses” in the accompanying consolidated statements of operations. As of December 31, 2013 and 2014, the Company had outstanding payables of $111 and $462, respectively, to its executive officers and directors and non-executive directors, representing unpaid consulting fees and unpaid fees for their participation in the Board of Directors of the Company and the other special committees of the Board of Directors. (c) Combine Marine Ltd.: On January 1, 2012, Starbulk S.A., entered into a one year lease agreement for office space with Combine Marine Ltd., a company controlled by one of the then Company's directors, Mrs. Milena - Maria Pappas and by Mr. Alexandros Pappas, both of whom are children of Mr. Petros Pappas, the Company's current Chief Executive Officer and then Company's Chairman. The lease agreement provides for a monthly rental of €2,500 (approximately $3, using the exchange rate as of December 31, 2014, which was $1.22 per euro). On January 1, 2013, the agreement was renewed, and, unless terminated by either party, it will expire in January 2024. The related expense for the rent for the years ended December 31, 2012, 2013 and 2014 was $40, $41 and $42, respectively, and is included under “General and Administrative expenses” in the accompanying consolidated statements of operations. As of December 31, 2013 and 2014, the Company had outstanding receivables of $1 and $0, respectively, from Combine Marine Ltd. (d) Oceanbulk Maritime S.A.: Oceanbulk Maritime S.A. (“Oceanbulk Maritime”) is a ship management company controlled by the Company's former director Mrs. Milena-Maria Pappas. During the years ended December 31, 2012, 2013 and 2014, the Company paid to Oceanbulk Maritime a brokerage commission of $91, $90 and $0 relating to the sale of certain of its vessels. On November 25, 2013, the Company's Board of Directors approved a commission payable to Oceanbulk Maritime with respect to its involvement in the negotiations with the shipyards for nine of the Company's contracted newbuilding vessels (Note 6). The agreement provides for a commission of 0.5% of the shipbuilding contract price for two newbuilding Capesize vessels (HN 1338 (tbn Star Aries) and HN 1339 (Star Taurus)) and three newbuilding Newcastlemax vessels (HN 1342 (tbn Star Gemini), HN 1343 (tbn Star Leo) and HN NE 198 (tbn Star Poseidon)) and a flat fee of $200 per vessel for four newbuilding Ultramax vessels (HN 5040 (tbn Star Aquarius), HN 5043 (tbn Star Pisces), HN NE 196 (tbn Star Antares) and HN NE 197 (tbn Star Lutas)), for a total commission of $2,077. The commission was agreed to be paid in four equal installments. The first two installments were paid in cash, while the remaining two installments will be paid in the form of common shares, the number of which will depend on the price of the Company's common shares on the date of the two remaining installments. The first and the second installments of $519, each, were paid in cash in December 2013 and in April 2014, respectively. The total amount of $1,038 was capitalized and is included under “Advances for vessel under construction and acquisition of vessels” in the accompanying consolidated balance sheets. The last two installments are due in June 2015 and in April 2016, respectively. On March 22, 2014, Starbulk S.A. entered into an agreement with Oceanbulk Maritime, under which certain management services, including crewing, purchasing, arranging insurance, vessel telecommunications and master general accounts supervision, are provided to six dry bulk vessels under the management of Oceanbulk Maritime, during the year 2014. Pursuant to the terms of this agreement, Starbulk S.A. received a fixed management fee of $0.17 per day, per vessel, which as of June 1, 2014, was changed to $0.11 per day, per vessel, based on an addendum signed on May 22, 2014. As of December 31, 2014, the Company provided management services to four dry bulk carrier vessels covered by the March 22, 2014 agreement with Oceanbulk Maritime. The related income for the year ended December 31, 2014, was $188 and is included under “Management fee income” in the accompanying consolidated statement of operations. In addition, prior to the Merger, Oceanbulk and the Pappas Companies had entered into a management agreement with Oceanbulk Maritime and its affiliates pursuant to which Oceanbulk Maritime provided commercial and administrative services to Oceanbulk and the Pappas Companies. Following the completion of the Merger on July 11, 2014, this management agreement with Oceanbulk Maritime was terminated. Following the completion of the Merger and the Pappas Transaction, the Company owns the vessels Magnum Opus and Tsu Ebisu, which were managed by Oceanbulk Maritime prior to the Merger and continued to be managed by Oceanbulk Maritime after the Merger, until September and August 2014, respectively. The related expense for the year ended December 31, 2014, was $158 and is included under “Management fee expense” in the accompanying consolidated statement of operations. Oceanbulk Maritime has provided performance guarantees under the bareboat charter agreements relating to the newbuilding vessels with hull numbers HN 1061 (tbn Roberta), HN 1062 (tbn Laura), HN 1063 (tbn Idee Fixe) and HN 1064 (tbn Kaley) discussed in Note 6. In addition, Oceanbulk Maritime has also provided performance guarantees under the shipbuilding contracts for the newbuilding vessels with hull numbers, HN 5017-JMU (tbn Deep Blue), HN 5055-JMU (tbn Bahemoth), HN 5056-JMU (tbn Megalodon), HN NE164-NACKS (tbn Honey Badger), HN NE165-NACKS (tbn Wolverine), HN NE166-NACKS (tbn Gargantua), HN NE167-NACKS (tbn Goliath) and HN NE184-NACKS (tbn Maharaj), discussed in Note 6. Prior to the Merger, all of the performance guarantees were counter-guaranteed by Oceanbulk Shipping. Following the completion of the Merger, on September 20, 2014 Star Bulk provided counter-guarantees to Oceanbulk Maritime in exchange for the counter-guarantees provided by Oceanbulk Shipping. As of December 31, 2013 and 2014, the Company had outstanding receivables of $9 and $241 from Oceanbulk Maritime and its affiliates, respectively. (e) Managed vessels of Oceanbulk Shipping: Prior to the Merger, Starbulk S.A. had entered into vessel management agreements with certain ship-owning companies owned and controlled by Oceanbulk Shipping (Note 1). Pursuant to the terms of these agreements, Starbulk S.A. received a fixed management fee of $0.75 per day, per vessel. These management agreements were terminated on July 11, 2014, the date the Merger closed. The related income for the years ended December 31, 2012, 2013 and 2014, was $204, $823 and $1,390, respectively, and is included under “Management fee income” in the accompanying consolidated statements of operations. As of December 31, 2013, the Company had an outstanding receivable of $420 from and outstanding payable of $390 to these entities. As of December 31, 2014, the Company had an outstanding payable of $9 to Maiden Voyage LLC, previous owner of the vessel Maiden Voyage, one of the vessels of Oceanbulk Shipping. (f) Product Shipping & Trading S.A.: Product Shipping & Trading S.A. is an entity controlled by family members of the Company's ex-Chairman and current Chief Executive Officer, Mr. Petros Pappas. On June 7, 2013, Starbulk S.A. entered into an agreement with Product Shipping & Trading S.A., under which the Company provided certain management services including crewing, purchasing and arranging insurance to the vessels under the management of Product Shipping & Trading S.A. Pursuant to the terms of this agreement, Starbulk S.A. received a fixed management fee of $0.13 per day, per vessel. In October, 2013 the Company decided to gradually cease providing the above mentioned services to the vessels managed by Product Shipping & Trading S.A., except for arranging insurance services, and as a result, the management fee decreased to $0.02 per day, per vessel, and effective July 1, 2014, the agreement was terminated. The related income for the years ended December 31, 2013 and 2014 was $242 and $62, respectively, and is included under “Management fee income” in the accompanying consolidated statement of operations. As of December 31, 2013 and 2014, the Company had outstanding receivables of $56 and $4, respectively, from Product Shipping & Trading S.A. (g) Oaktree Shareholder Agreement: As a result of the Merger, on July 11, 2014, Oaktree became the beneficial owner of approximately 61.3% of the Company's then outstanding common shares. At the closing of the July 2014 Transactions, the Company and Oaktree entered into a shareholders agreement (the “Oaktree Shareholders Agreement”). Under the Oaktree Shareholders Agreement, Oaktree has the right to nominate four of the Company's nine directors so long as it beneficially owns 40% or more of the Company's outstanding voting securities. The number of directors able to be designated by Oaktree is reduced to three directors if Oaktree beneficially owns 25% or more but less than 40% of the Company's outstanding voting securities, to two directors if Oaktree beneficially owns 15% or more but less than 25%, and to one director if Oaktree beneficially owns 5% or more but less than 15%. Oaktree's designation rights terminate if it beneficially owns less than 5% of the Company's outstanding voting securities. Therefore, in July 2014 and in connection with the July 2014 Transactions, the Company's Board of Directors, increased the number of directors constituting the Board of Directors to nine and, following the resignation of Mrs. Milena - Maria Pappas, appointed Mr. Rajath Shourie, Ms. Emily Stephens, Ms. Renée Kemp and Mr. Stelios Zavvos as directors. Following these changes in the composition of the Board of Directors, the four individuals designated by Oaktree to be Company's directors were Messrs. Pappas and Shourie and Mses. Stephens and Kemp in accordance with the provisions of the Oaktree Shareholders Agreement (Note 20). Under the Oaktree Shareholders Agreement, with certain limited exceptions, Oaktree effectively cannot vote more than 33% of the Company's outstanding common shares (subject to adjustment under certain circumstances). (h) Excel Transactions: As discussed in detail in Note 1, on August 19, 2014, the Company entered into the Excel Transactions. The principal shareholders of Excel are Oaktree and Angelo Gordon, none of which though, on its own, is deemed to have control on Excel's strategy and operations either by means of holding equity interests, control of Excel's board of directors or other type of arrangement indicating a parent-subsidiary relationship. Therefore the Company concluded that the Excel Transactions were not transactions under common control. Nevertheless, due to Oaktree's relationship with the Company and the relationship of Oaktree to Excel, the Company concluded that the Excel Transactions, including the acquisition of the Excel Vessels and the conclusion of the Excel Vessel Bridge Facility (Note 9), should be treated as related party transactions for purposes of its financial statements presentation and disclosure. Interest expense incurred for the year ended December 31, 2014, amounted to $1,659. (i) Acquisition of Heron Vessels: Following the completion of the Merger, pursuant to the provisions of the Merger Agreement relating to the Heron Vessels, and in accordance with the agreement among Oceanbulk Shipping, ABY Group and Heron, dated September 5, 2014, with respect to the conversion of the Heron Convertible Loan, the governance of Heron and the distribution of some of its vessels to its investors, as further discussed in Note 1, on November 11, 2014, the Company entered into two separate agreements to acquire from Heron the vessels ABYO Gwyneth (renamed Star Gwyneth) and ABYO Angelina (renamed Star Angelina), which were delivered to the Company on December 5, 2014 (Note 5).

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph b -Article 3A Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(k)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Paragraph k -Article 4 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864 + Details
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