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Transactions with related parties
 12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Transactions with related parties

3.       Transactions with related parties:

Transactions and balances with related parties are analyzed as follows:

Balance Sheet

    December 31, 2023     December 31, 2024
Long term investment          
Interchart (a) $ 1,380   $ 1,361
Starocean (h)   231     247
CCL Pool (j)   125     125
Long term investment $ 1,736   $ 1,733
           
Due from related parties          
Interchart (a)    3     —
Oceanbulk Maritime S.A. and its affiliates (d)    —      2
Starocean (h)    35      35
Due from related parties $ 38   $ 37
           
Due to related parties          
Management and Directors Fees (b)   172      178
Oceanbulk Maritime S.A. and its affiliates (d)   15     —
Iblea Ship Management Limited and its affiliates (g)   1,472      3,096
Due to related parties $ 1,659   $ 3,274

 

Income Statements

                   
     Years ended December 31, 
          2022       2023     2024
 Voyage expenses:                   
 Voyage expenses-Interchart (a)     $  (4,140)    $  (4,140)    $  (4,140)
 General and administrative expenses:                   
 Consultancy fees (b)     $                      (543)    $                     (569)    $                 (789)
 Directors compensation (b)        (185)       (201)       (172)
 Office rent - Combine Marine Ltd. &  Alma Properties (c )      (37)     (38)     (38)
 General and administrative expenses - Oceanbulk Maritime S.A. and its affiliates (d)      (179)     (176)     (130)
 Management fees:                   
 Management fees- Augustea Technoservices Ltd. and affiliates (f)     $  (1,250)    $  —    $  —
 Management fees- Iblea Ship Management Limited and its affiliates (g)      (3,264)     (2,728)     (2,575)
 Equity in income / (loss) of investee            
 Interchart (a)   $ 59   $ 31   $ (19)
Starocean (h)     50     29     15


 

3.       Transactions with related parties – (continued):

a)Interchart Shipping Inc. (or “Interchart”): The Company holds 33% of the total outstanding common shares of Interchart. The ownership interest was purchased in 2014 from an entity affiliated with family members of the Company’s Chief Executive Officer. This investment is accounted for as an equity method investment and is presented within “Long-term investment” in the consolidated balance sheets and the income or loss on investment is presented under “Equity in income/(loss) of investee” in the consolidated income statement. The Company has entered into a services agreement with Interchart for chartering, brokering and commercial services for all of the Company’s vessels for a monthly fee of $345 until December 31, 2025 .
b)Management and Directors Fees: As of December 31, 2024, the Company was party to consulting agreements with companies owned and controlled by certain of the Company’s executives including its Chief Operating Officer and its Co-Chief Financial Officers. Pursuant to the corresponding agreements, the Company is required to pay an aggregate base fee of $737 per year. Additionally pursuant to these agreements, these entities are entitled to receive an annual discretionary bonus, as determined by the Company’s Board of Directors in its sole discretion. In addition, non-employee directors of the Board of Directors receive an annual cash retainer of $15, each, the chairman of the audit committee receives a fee of $15 per year and each of the audit committee members receives a fee of $7.5. Lastly, each chairman of the other standing committees receives an additional $5 per year while each director is reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors or committees.
c)Office rent: On January 1, 2012, Starbulk S.A. entered into a lease agreement for office space with Combine Marine Ltd., a company controlled by Mr. Alexandros Pappas, the son of the Company’s Chief Executive Officer. The lease agreement provides for a monthly rental of €2,590 (approximately $2.7, using the exchange rate as of December 31, 2024, which was $1.04 per euro) and has been extended indefinitely. In addition, on December 21, 2016, Starbulk S.A., entered into a lease agreement for office space with Alma Properties, a company controlled by Mr. Alexandros Pappas. The lease agreement provides for a monthly rental of €300 (approximately $0.3, using the exchange rate as of December 31, 2024, which was $1.04 per euro) and has been extended indefinitely. 
d)Oceanbulk Maritime S.A. and its affiliates (or “Oceanbulk Maritime”): Oceanbulk Maritime is a ship management company controlled by Mrs. Milena-Maria Pappas. A company affiliated to Oceanbulk Maritime provides the Company certain financial corporate development services.

 

e)Oaktree Shareholder Agreement: On July 11, 2014, the Company and Oaktree Dry Bulk Holding LLC (including affiliated funds, “Oaktree”), one of the Company’s major shareholders, 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. During 2023, 20 million common shares were repurchased from Oaktree (Note 9).

 

As Oaktree beneficially owned less than 5% of the common shares outstanding of the Company as of July 2, 2024, the Registration Rights Agreement, dated as of July 11, 2014, was terminated with respect to Oaktree as of July 2, 2024.

 

 

3.       Transactions with related parties - (continued):

f)Augustea Technoservices Ltd. and affiliates: Following the completion of the acquisition of 16 operating dry bulk vessels (the “Augustea Vessels”) from entities affiliated with Augustea Atlantica SpA and York Capital Management in an all-share transaction (the “Augustea Vessel Purchase Transaction”) on August 3, 2018, the Company appointed Augustea Technoservices Ltd., an entity affiliated with certain of the sellers of the corresponding transaction and specifically with one of the Company’s directors, Mr. Zagari, as the technical manager of certain of its vessels. Up until June 2022, the respective management agreements were progressively terminated for all the vessels managed previously by Augustea Technoservices Ltd.

 

g)Iblea Ship Management Limited and affiliates: In 2021 the Company appointed Iblea Ship Management Limited, an entity affiliated with one of the Company’s directors, Mr. Zagari, to provide certain management services to certain vessels, which previously were managed by Augustea Technoservices Ltd. During 2022 and 2023, the management of certain vessels managed by Iblea Shipmanagement Limited and affiliates was changed to in-house.

 

h)StarOcean Manning Philippines Inc. (or “Starocean”): The Company has a 25% ownership interest in Starocean, a company that is incorporated and registered with the Philippine Securities and Exchange Commission, which provides crewing agency services. The remaining 75% interest is held by local entrepreneurs. This investment is accounted for as an equity method investment and is presented within “Long term investment” in the consolidated balance sheets and the income or loss on investment is presented under “Equity in income/(loss) of investee” in the consolidated income statement.

 

i)Short Pool: During the second quarter of 2020, the Company together with Golden Ocean Group, Bocimar International NV and Oceanbulk International S.A (collectively, the “Short Pool Members”) have agreed to enter into Contracts of Affreightment (“COAs”) with major miners and commodity traders to transport dry bulk commodities at fixed freight rates (the “Short Pool”). The Short Pool Members may use their own vessels or charter-in from the market to perform the COAs. The Company no longer engages its vessels under this arrangement since 2021.

 

j)Capesize Chartering Ltd. (or “CCL Pool”): On December 30, 2020 a funding of $125 that the Company had provided to Capesize Chartering Ltd, or CCL Pool, was converted to equity with the Company holding 25% ownership interest of CCL Pool, which after the exit of one of the other three shareholders as of December 31, 2021 was increased to 33%. The participation to CCL is accounted for as an equity method investment. The Company's initial investment of $125 in CCL Pool is presented within “Long-term investment” in the consolidated balance sheets. The Company’s subsequent share of results of CCL Pool was insignificant for the years ended December 31, 2022, 2023 and 2024.