UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2020

SAFE BULKERS, INC.
(Translation of registrant’s name into English)

Apt. D11, Les Acanthes 6, Avenue des Citronniers, MC98000 Monaco
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x           Form 40-F   o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Indicate by check mark whether the registrant by furnishing the information contained in the Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   o           No   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

 

INCORPORATION BY REFERENCE

This Report on Form 6-K shall be incorporated by reference into our registration statement on Form F-3, as filed with the Securities and Exchange Commission on July 1, 2020 and as may be further amended, to the extent not superseded by documents or reports subsequently filed by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.

EXHIBIT INDEX

1.  Press Release dated November 11, 2020: Safe Bulkers, Inc. Reports Third Quarter and Nine Months 2020 Results.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 12, 2020

	SAFE BULKERS, INC.
	By:	/s/ Konstantinos Adamopoulos
	Name:	Konstantinos Adamopoulos
	Title:	Chief Financial Officer

 

                                                        

Safe Bulkers, Inc. Reports Third Quarter and Nine Months 2020 Results

Monaco – November 11, 2020 -- Safe Bulkers, Inc. (the “Company”) (NYSE: SB), an international provider of marine drybulk transportation services, announced today its unaudited financial results for the three and nine months period ended September 30, 2020.

Financial highlights
In million U.S. Dollars except per share data	Q3 2020		Q2 2020		Q1 2020		Q4 2019		Q3 2019		Nine Months 2020		Nine Months 2019
Net Revenues	51.9		48.3		45.7		53.2		50.7		145.9		144.5
Net income/(loss)	3.3		(13.9)		(9.9)		3.6		5.2		(20.5)		12.5
Adjusted Net income/(loss)1	3.5		(13.3)		(10.2)		3.5		5.9		(20.0)		13.2
EBITDA2	22.1		5.7		9.7		23.1		24.5		37.5		70.3
Adjusted EBITDA 2	22.3		6.3		9.4		23.1		25.1		38.1		71.0
Earnings/(loss) per share basic and diluted3	0.00		(0.16)		(0.12)		0.01		0.02		(0.29)		0.04
Adjusted (loss)/earnings per share basic and diluted 3	0.00		(0.16)		(0.13)		0.01		0.03		(0.28)		0.04
Average Daily results in U.S. Dollars
Time charter equivalent rate4	12,575		8,094		9,089		13,707		13,311		9,940		12,513
Daily vessel operating expenses5	4,896		4,729		4,771		5,103		4,448		4,799		4,406
Daily vessel operating expenses excluding dry-docking and pre-delivery expenses6	4,459		4,207		4,285		4,540		4,053		4,318		4,162
Daily general and administrative expenses7	1,418		1,374		1,371		1,414		1,363		1,388		1,368
In million U.S. Dollars
Total Cash8	106.7		118.8		109.3		120.1		87.0
Liquidity9	109.7		119.8		145.7		178.0		87.0
Total Debt10	608.9		625.4		605.2		601.0		563.8

¹ Adjusted Net income/(loss) is a non-GAAP measure. Adjusted Net income/(loss) represents Net income/(loss) before gain/(loss) on derivatives, early redelivery cost, loss on inventory valuation and gain/(loss) on foreign currency. See Table 4.

² EBITDA is a non-GAAP measure and represents Net (loss)/income plus net interest expense, tax, depreciation and amortization. See Table 4. Adjusted EBITDA is a non-GAAP measure and represents EBITDA before gain/(loss) on derivatives, early redelivery cost, loss on inventory valuation and, gain/(loss) on foreign currency. See Table 4.

³ Earnings/(loss) per share and Adjusted Earnings/(loss) per share represent Net Income and Adjusted Net income less preferred dividend and mezzanine equity measurement divided by the weighted average number of shares respectively. See Table 4.

⁴ Time charter equivalent rate, or TCE rate, represents charter revenues less commissions and voyage expenses divided by the number of available days. See Table 5.

⁵  Daily vessel operating expenses are calculated by dividing vessel operating expenses for the relevant period by ownership days for such period. See Table 5.

⁶ Daily vessel operating expenses excluding dry-docking and pre-delivery expenses are calculated by dividing vessel operating expenses excluding dry-docking and pre-delivery

expenses for the relevant period by ownership days for such period. See Table 5.

⁷  Daily general and administrative expenses are calculated by dividing general and administrative expenses for the relevant period by ownership days for such period. See Table 5.

⁸ Total Cash represents Cash and cash equivalents plus Time deposits and Restricted cash.

⁹ Liquidity represents Total Cash plus contracted undrawn borrowing capacity under revolving credit facilities and secured commitments including sale and lease back financing.

¹⁰ Total Debt represents Long-term debt plus Current portion of long-term debt, net of deferred financing costs.

Management Commentary

Dr. Loukas Barmparis, President of the Company, said: ''Our financial performance gradually improved in parallel with the chartering market during the 3^rd quarter. At the same time, we focused on developing a plan for renewing our fleet with modern designs that adhere to the new environmental regulations. Due to market uncertainties, we remain cautious and we believe that our liquidity position which exceeds $130 million provides us with the required flexibility.''

Update on COVID-19, company's actions and status

There has been a negative effect from the COVID-19 pandemic on the Company's results of operations and financial condition year to date, due to lower demand which resulted in relatively lower charter rates, and higher crew and related costs. Any future impact of COVID-19 on the Company’s results of operations and financial condition and any long-term impact of the pandemic on the dry bulk industry, will depend on future developments, which are highly uncertain and cannot be predicted, including a potential second wave of the pandemic and any new potential restrictions imposed, new information which may emerge concerning the severity of the virus and/or actions taken to contain or treat its impact, as well as political implications that could further impact world trade and global growth.  

The COVID-19 pandemic has had significant impact on the shipping industry and our seafarers as port lockdowns were imposed globally and certain ports that had opened have subsequently closed again for crew changes. The Company has worked extensively to find solutions focusing on effectively managing crew changes despite the ongoing travel restrictions imposed by governments around the world. The Company has also taken measures to protect its seafarers' and shore employees' health and well-being, keep its vessels sailing with minimal disruption to their trading ability, service its charterers and mitigate and address the risks, effects and impact of COVID-19 on our operations and financial performance.

At-the-market equity offering program  

In August 2020, the Company filed a prospectus supplement with the Securities and Exchange Commission (“SEC”), under which it may offer and sell shares of its common stock (“Shares”) from time to time up to aggregate gross offering proceeds of $23.5 million through an “at-the-market” equity offering program (the “ATM Program”). As of November 6, 2020, the Company had not offered to sell and has not sold any Shares under the ATM Program.

Chartering our fleet

Our vessels are used to transport bulk cargoes, particularly coal, grain and iron ore, along worldwide shipping routes. We intend to employ our vessels on both period time charters and spot time charters, according to our assessment of market conditions. Our customers represent some of the world’s largest consumers of marine drybulk transportation services. The vessels we deploy on period time charters provide us with visible and relatively stable cash flow, while the vessels we deploy in the spot market allow us to maintain our flexibility in low charter market conditions and provide an opportunity for a potential upside in our revenue when charter market conditions improve.

During the third quarter of 2020, we operated 42.00 vessels on average earning a TCE¹¹ of $12,575 compared to 41.00 vessels earning a TCE of $13,311 during the same period in 2019. Our contracted employment profile is presented below in Table 1.

¹¹ Time Charter Equivalent (“TCE”) rate represents charter revenues net of commissions and voyage expenses divided by the number of available days.

Table 1: Contracted employment profile of fleet ownership days as of November 6, 2020

2020 (remaining)	67	%
2020 (full year)	95	%
2021	26	%
2022	19	%

The detailed employment profile is presented in Table 6. Scrubber benefit for scrubber fitted vessels is calculated on the basis of fuel consumption of heavy fuel oil and price differential between heavy fuel oil and compliant fuel cost for the specific voyage and is either presented as part of the daily charter hire in Table 6, or in cases where it can not be estimated is not part of the stated daily charter hire.

Orderbook and financing

In October 2020, the Company planning a gradual fleet renewal with modern vessels, entered into an agreement for the acquisition of a Japanese-built, dry-bulk, Kamsarmax class, 82,000 dwt, newbuild vessel with a scheduled delivery within the first half of 2022. The vessel is designed to meet the latest requirements of Energy Efficiency Design Index to Green House Gas, GHG emissions, and 'EEDI Phase 3'. It will also comply with the latest NOx emissions regulation, NOx-Tier III.

At the same time, the Company entered into a sale and lease back through a bareboat charter agreement with a third party for 90% financing of this acquisition, minimizing impact on liquidity. The bareboat charter to be consummated upon delivery will have a duration of ten years with a purchase obligation at a predetermined price on termination and purchase options commencing three years following the commencement of the bareboat charter period in the Company's favor.

Liquidity

As of September 30, 2020, we had liquidity of $109.7 million, which included cash and cash equivalents, restricted cash and funds available under our unsecured revolving credit facility and no capital expenditure requirements in relation to newbuild vessels.

As of November 6, 2020, we had liquidity of $136.0 million, which included cash and cash equivalents, restricted cash, funds available under our unsecured revolving credit facility and sale and lease back financing of the newbuild Kamsarmax class vessel and aggregate remaining capital expenditure in relation to the orderbook of $27.3 million.

Debt Profile - Leverage

As of September 30, 2020, our consolidated debt before deferred financing costs was $613.7 million and our consolidated leverage¹² was 66% versus 68% as of June 30, 2020.

¹²Consolidated leverage is a non-GAAP measure and represents total consolidated liabilities divided by total consolidated assets. Total consolidated assets are based on the market value of all vessels owned or leased on a finance lease taking into account their employment, and the book value of all other assets. This measure assists our management and investors by increasing the comparability of our leverage from period to period.

The loan repayment schedule of the Company as of September 30, 2020, is presented below in Table 2.

Table 2: Loan repayment Schedule

(in USD millions)

Ending December 31,	2020	2021	2022	2023	2024	2025	2026	2027	Total
September 30, 2020	11.2	72.4	113.6	120.0	171.9	66.8	16.2	41.6	613.7

Interest rate derivatives

During the third quarter of 2020, the Company entered into eleven pay-fixed, receive-variable interest rate derivative contracts commencing in the third quarter of 2020 with maturities ranging from August 2024 to August 2025 and at fixed rates ranging from 0.322% to 0.40% for an aggregate notional amount of $107.0 million. As of September 30, 2020, the aggregate notional amount of interest rate derivative contracts entered into by the Company was $244.6 million or about 40% of the aggregate debt outstanding as of that point in time.

Environmental Social Responsibility - Environmental investments

In the context of our Environmental Social Responsibility policies, the Company is undertaking environmental investments mainly in scrubbers and ballast water treatment systems. As of September 30, 2020, the Company has completed the installation of 20 scrubbers and continues the project of retrofitting BWTS in all vessels of the Company's fleet, having installed 30 systems to date. The aggregate cost of our environmental investments as of quarter end was $66.7 million.

The scheduled number and estimated down-time days for dry-dockings and environmental investments as of September 30, 2020 for the subsequent two quarters, is presented in Table 3.

Table 3: Scheduled number and estimated down-time for dry-dockings and environmental investments.

	Down time in Days
	Q4 2020	Q1 2021
Number of vessels	2*	2*
Total down time	20	40

* Partial completion.

Dividend Policy

The Company has not declared a dividend on the Company’s common stock for the third quarter of 2020. The Company had 102,174,594 shares of common stock issued and outstanding as of November 6, 2020.

The aggregate cash dividend of $0.50 per share declared by the Company on each of its 8.00% Series C Cumulative Redeemable Perpetual Preferred Shares (NYSE: SB.PR.C) and 8.00% Series D Cumulative Redeemable Perpetual Preferred Shares (NYSE: SB.PR.D) for the period from July 30, 2020 to October 29, 2020, which was paid on October 30, 2020 to the respective shareholders of record as of October 22, 2020, was $2.75 million.

A Company’s subsidiary declares a cash dividend on a quarterly basis on each of its 2.95% Series A Cumulative Redeemable Perpetual Preferred Shares (‘Series A shares’) to the respective shareholders of record, presented under the caption “Mezzanine Equity” in the condensed consolidated balance sheets. The aggregate cash dividend declared for the Series A shares for the period from July 1, 2020 to September 30, 2020, which was paid on September 30, 2020, was $0.1 million. The aggregate cash dividend to be declared for the Series A shares for the period from October 1, 2020 to December 31, 2020, payable on December 31, 2020, is $0.1 million.

The declaration and payment of dividends, if any, will always be subject to the discretion of the Board of Directors of the Company. The timing and amount of any dividends declared will depend on, among other things: (i) the Company’s earnings, financial condition and cash requirements and available sources of liquidity; (ii) decisions in relation to the Company’s growth and leverage strategies; (iii) provisions of Marshall Islands and Liberian law governing the payment of dividends; (iv) restrictive covenants in the Company’s existing and future debt instruments; and (v) global economic and financial conditions.

Conference Call

On Thursday, November 12, 2020 at 9:30 A.M. Eastern Time, the Company’s management team will host a conference call to discuss the Company’s financial results.

Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1 (877) 553-9962 (US Toll Free Dial In), 0(808) 238-0669 (UK Toll Free Dial In) or +44 (0) 2071 928592 (Standard  International Dial In). Please quote Safe Bulkers to the operator.

A telephonic replay of the conference call will be available until November 19, 2020 by dialing 1 (866) 331-1332 (US Toll Free Dial In), 0(808) 238-0667 (UK Toll Free Dial In) or +44 (0) 3333 009785 (Standard International Dial In). Access Code: 1859591#

Slides and Audio Webcast

There will also be a live, and then archived, webcast of the conference call, available through the Company’s website (www.safebulkers.com). Participants in the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.

Management Discussion of Third Quarter 2020 Results

During the third quarter of 2020, we operated in a relatively weaker charter market environment compared to the same period in 2019. This is reflected in our reduced TCE of $12,575 for the third quarter of 2020, compared to $13,311 during the same period in 2019. Net revenues were supported by the increased earnings from scrubber fitted vessels notwithstanding the reduced price differential between heavy fuel oil and compliant fuels, due to low fuel cost environment, and by revenue contributed by the newbuild vessel delivered to us in April 2020. Voyage expenses increased due to increased vessel repositioning expenses, higher loss on bunkers sales due to low fuel cost environment and consumption costs for scrubber fitted vessels as explained below. As a result of the above, the net income for the third quarter of 2020, reached $3.3 million compared to net income of $5.2 million during the same period in 2019. In more detail, the change in net income resulted from the following main factors:

Net revenues: Net revenues increased by 2% to $51.9 million for the third quarter of 2020, compared to $50.7 million for the same period in 2019, assisted mainly by the additional revenues earned by our scrubber fitted vessels and the additional vessel delivered in 2020, partially offset by the reduced TCE.

Voyage expenses: Voyage expenses increased to $5.1 million for the third quarter of 2020 compared to $3.6 million for the same period in 2019, as a result of increased vessel repositioning expenses, higher loss on bunkers sales and bunker consumption costs for scrubber fitted vessels under charter agreements which provide for variable consideration based on the bunker consumption.

Vessel operating expenses: Vessel operating expenses increased by 13% to $18.9 million for the third quarter of 2020 compared to $16.8 million for the same period in 2019, mainly as a result of: i) spares, stores and provisions of $4.0 million for the third quarter of 2020, compared to $3.1 million for the same period in 2019, ii) repairs and maintenance of $3.2 million for the third quarter of 2020, compared to $2.4 million for the same period in 2019, iii) crew wages and related costs of $9.0 million for the third quarter of 2020 compared to $8.3 million for the same period in 2019, and iv) dry docking expense of $1.7 million related to four fully and one partially completed dry dockings during the third quarter of 2020, compared to $1.5 million related to four fully and three partially completed dry dockings for the same period of 2019, offset by the reduction in lubricants of $0.9 million for the third quarter of 2020, compared to $1.2 million for the same period in 2019. The Company expenses dry-docking and pre-delivery costs as incurred, which costs may vary from period to period.  Excluding dry-docking and pre-delivery costs of $1.7 and $1.5 million for the third quarter of 2020 and 2019, respectively, vessel operating expenses increased by 13% to $17.2 million for the third quarter of 2020 compared to $15.3 million for the same period in 2019, due to completed drydockings affecting costs of spares and repairs and maintenance and increased crew repatriation and travel expenses due to COVID-19. Dry-docking expense is related to the number of dry-dockings in each period and pre-delivery expenses to the number of vessel deliveries and second hand acquisitions in each period. Certain other shipping companies may defer and amortize dry-docking expense and many do not include dry-docking expenses within vessel operating expenses costs and present these separately.

Depreciation: Depreciation increased by 9% to $13.8 million for the third quarter of 2020, compared to $12.7 million for the same period in 2019, as a result of the commencement of depreciation of environmental investments

that were completed following  the third quarter of 2019 and depreciation of the newbuild delivered during the previous quarter.

Interest expense: Interest expense decreased to $4.6 million in the third quarter of 2020 compared to $6.6 million for the same period in 2019, as a result of the decreased USD LIBOR¹³ affecting the weighted average interest rate of our loans and credit facilities.

Daily vessel operating expenses¹⁴: Daily vessel operating expenses, calculated by dividing vessel operating expenses by the ownership days of the relevant period, increased by 10% to $4,896 for the third quarter of 2020 compared to $4,448 for the same period in 2019. Daily vessel operating expenses excluding dry-docking and pre-delivery expenses increased by 10% to $4,459 for the third quarter of 2020 compared to $4,053 for the same period in 2019.

Daily general and administrative expenses¹⁴: Daily general and administrative expenses, which include management fees payable to our Managers¹⁵ and daily company administrations expenses, increased by 4% to $1,418 for the third quarter of 2020, compared to $1,363 for the same period in 2019, as a result of increased company administration expenses.

¹³ London interbank offered rate.

¹⁴ See Table 5.

¹⁵ Safety Management Overseas S.A. and Safe Bulkers Management Limited, each of which is a related party that is referred to in this press release as “our Manager” and collectively “our Managers’’.

 

Unaudited Interim Financial Information and Other Data

SAFE BULKERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands of U.S. Dollars except for share and per share data)

	Three-Months Period Ended September 30,						Nine-Months Period Ended September 30,
	2019			2020			2019			2020
REVENUES:
Revenues	52,927			53,992			150,971			151,632
Commissions	(2,213)			(2,059)			(6,457)			(5,703)
Net revenues	50,714			51,933			144,514			145,929
EXPENSES:
Voyage expenses	(3,581)			(5,080)			(8,664)			(36,866)
Vessel operating expenses	(16,776)			(18,917)			(49,320)			(54,716)
Depreciation	(12,669)			(13,829)			(37,375)			(40,395)
General and administrative expenses	(5,140)			(5,480)			(15,307)			(15,825)
Loss from inventory valuation	(348)			—			(348)			—
Early redelivery cost	(63)			—			(63)			—
Operating income/(loss)	12,137			8,627			33,437			(1,873)
OTHER (EXPENSE) / INCOME:
Interest expense	(6,634)			(4,608)			(20,641)			(16,900)
Other finance cost	(95)			(108)			(212)			(467)
Interest income	410			44			1,230			563
Loss on derivatives	—			(272)			—			(1,009)
Foreign currency (loss)/gain	(213)			57			(295)			491
Amortization and write-off of deferred finance charges	(358)			(429)			(1,035)			(1,324)
Net income/(loss)	5,247			3,311			12,484			(20,519)
Less Preferred dividend	2,875			2,876			8,620			8,622
Less Mezzanine equity measurement	—			360			304			495
Net income/(loss) available to common shareholders	2,372			75			3,560			(29,636)
Earnings/(loss) per share basic and diluted	0.02			0.00			0.04			(0.29)
Weighted average number of shares	101,279,564			102,160,308			101,367,866			102,762,932

		Nine-Months Period Ended September 30,
		2019			2020
(In millions of U.S. Dollars)
CASH FLOW DATA
Net cash provided by operating activities		39.9			34.2
Net cash provided by/(used in) investing activities		1.4			(35.5)
Net cash used in financing activities		(23.6)			(8.1)
Net increase/(decrease) in cash and cash equivalents		17.7			(9.4)

 

SAFE BULKERS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands of U.S. Dollars)

		December 31, 2019			September 30, 2020
ASSETS
Cash, time deposits, and restricted cash		106,378			89,535
Other current assets		29,611			22,238
Vessels, net		944,706			962,686
Advances for vessels		19,294			609
Restricted cash non-current		13,701			17,155
Other non-current assets		953			681
Total assets		1,114,643			1,092,904
LIABILITIES AND EQUITY
Current portion of long-term debt		64,054			68,291
Other current liabilities		22,730			20,865
Long-term debt, net of current portion		536,995			540,562
Other non-current liabilities		922			5,226
Mezzanine equity		17,200			17,567
Shareholders’ equity		472,742			440,393
Total liabilities and equity		1,114,643			1,092,904

 

TABLE 4

RECONCILIATION OF ADJUSTED NET INCOME/(LOSS), EBITDA, ADJUSTED EBITDA AND ADJUSTED EARNINGS/(LOSS) PER SHARE

		Three-Months Period Ended September 30,						Nine-Months Period Ended September 30,
(In thousands of U.S. Dollars except for share and per share data)		2019			2020			2019			2020
Net Income/(Loss) - Adjusted Net Income/(Loss)
Net Income/(Loss)		5,247			3,311			12,484			(20,519)
Plus Loss on derivatives		—			272			—			1,009
Plus Foreign currency loss/(gain)		213			(57)			295			(491)
Plus Early Redelivery cost		63			—			63			—
Plus Loss on inventory valuation		348			—			348			—
Adjusted net income/(loss)		5,871			3,526			13,190			(20,001)
EBITDA - Adjusted EBITDA
Net income/(loss)		5,247			3,311			12,484			(20,519)
Plus Net Interest expense		6,224			4,564			19,411			16,337
Plus Depreciation		12,669			13,829			37,375			40,395
Plus Amortization and write-off of deferred finance charges		358			429			1,035			1,324
EBITDA		24,498			22,133			70,305			37,537
Plus Early Redelivery cost		63			—			63			—
Plus Loss on inventory valuation		348			—			348			—
Plus Loss on derivatives		—			272			—			1,009
Plus Foreign currency loss/(gain)		213			(57)			295			(491)
ADJUSTED EBITDA		25,122			22,348			71,011			38,055
Earnings  per share
Net income/(loss)		5,247			3,311			12,484			(20,519)
Less Preferred dividend		2,875			2,876			8,620			8,622
Less Mezzanine equity measurement adjustment		—			360			304			495
Net income/(loss) available to common shareholders		2,372			75			3,560			(29,636)
Weighted average number of shares		101,279,564			102,160,308			101,367,866			102,762,932
Earnings/(Loss) per share		0.02			0.00			0.04			(0.29)
Adjusted Earnings/(Loss) per share
Adjusted Net Income/(Loss)		5,871			3,526			13,190			(20,001)
Less Preferred dividend		2,875			2,876			8,620			8,622
Less Mezzanine measurement adjustment		—			360			304			495
Adjusted Net income/(loss) available to common shareholders		2,996			290			4,266			(29,118)
Weighted average number of shares		101,279,564			102,160,308			101,367,866			102,762,932
Adjusted Earnings/(loss) per share		0.03			0.00			0.04			(0.28)

EBITDA, Adjusted EBITDA, Adjusted Net income/(loss) and Adjusted earnings/(loss) per share are not recognized measurements under US GAAP.

- EBITDA represents Net income before interest, income tax expense, depreciation and amortization.

- Adjusted EBITDA represents EBITDA before loss on inventory valuation, gain/(loss) on derivatives, early redelivery cost and gain/(loss) on foreign currency.

- Adjusted Net income/(loss) represents Net income/(loss) before loss on inventory valuation, gain/(loss) on derivatives, early redelivery cost and gain/(loss) on foreign currency.

- Adjusted earnings/(loss) per share represents Adjusted Net income/(loss) less preferred dividend divided by the weighted average number of shares.

- EBITDA, Adjusted EBITDA, Adjusted Net income/(loss) and Adjusted earnings per share are used as supplemental financial measures by management and external users of financial statements, such as investors, to assess our financial and operating performance. The Company believes that these non-GAAP financial measures assist our management and investors by increasing the comparability of our performance from period to period. The Company believes that including these supplemental financial measures assists our management and investors in (i) understanding and analyzing the results of our operating and business performance, (ii) selecting between investing in us and other investment alternatives and (iii) monitoring our financial and operational performance in assessing whether to continue investing in us. The Company believes that EBITDA, Adjusted EBITDA, Adjusted Net income/(loss) and Adjusted earnings/(loss) per share are useful in evaluating the Company’s operating performance from period to period because the calculation of EBITDA generally eliminates the effects of financings, income taxes and the accounting effects of capital expenditures and acquisitions, the calculation of Adjusted EBITDA generally further eliminates the effects from loss on sale of assets, gain/(loss) on derivatives, early redelivery cost and gain/(loss) on foreign currency, items which may vary from year to year and for different companies for reasons unrelated to overall operating performance. Furthermore, the calculation of Adjusted Net income/(loss) generally eliminates the effects of loss on sale of assets, gain/(loss) on derivatives, early redelivery cost and gain/(loss) on foreign currency, items which may vary from year to year and for different companies for reasons unrelated to overall operating performance. EBITDA, Adjusted EBITDA, Adjusted Net income and Adjusted earnings per share have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of the Company’s results as reported under US GAAP. EBITDA, Adjusted EBITDA, Adjusted Net income/(loss) and Adjusted earnings per share, should not be considered as substitutes for net income and other operations data prepared in accordance with US GAAP or as a measure of profitability. While EBITDA and Adjusted EBITDA, Adjusted Net income/(loss) and Adjusted earnings/(loss) per share, are frequently used as measures of operating results and performance, they are not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation. In evaluating Adjusted EBITDA, Adjusted Net income/(loss) and Adjusted earnings/(loss) per share, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA, Adjusted Net income/(loss) and Adjusted earnings/(loss) per share should not be construed as an inference that our future results will be unaffected by the excluded items.

 

TABLE 5: FLEET DATA AND AVERAGE DAILY INDICATORS

	Three-Months Period Ended September 30,								Nine-Months Period Ended September 30,
	2019				2020				2019				2020
FLEET DATA
Number of vessels at period’s end	41				42				41				42
Average age of fleet (in years)	9.08				9.86				9.08				9.86
Ownership days (1)	3,772				3,864				11,193				11,402
Available days (2)	3,541				3,726				10,857				10,972
Average number of vessels in the period (3)	41.00				42.00				41.00				41.77
AVERAGE DAILY RESULTS
Time charter equivalent rate (4)	$	13,311			$	12,575			$	12,513			$	9,940
Daily vessel operating expenses (5)	$	4,448			$	4,896			$	4,406			$	4,799
Daily vessel operating expenses excluding dry-docking and pre-delivery expenses (6)	$	4,053			$	4,459			$	4,162			$	4,318
Daily general and administrative expenses (7)	$	1,363			$	1,418			$	1,368			$	1,388
TIME CHARTER EQUIVALENT RATE RECONCILIATION
(In thousands of U.S. Dollars except for available days and Time charter equivalent rate)
Revenues	$	52,927			$	53,992			$	150,971			$	151,632
Less commissions	(2,213)				(2,059)				(6,457)				(5,703)
Less voyage expenses	(3,581)				(5,080)				(8,664)				(36,866)
Time charter equivalent revenue	$	47,133			$	46,853			$	135,850			$	109,063
Available days (2)	3,541				3,726				10,857				10,972
Time charter equivalent rate (4)	$	13,311			$	12,575			$	12,513			$	9,940

_____________

(1) Ownership days represents the aggregate number of days in a period during which each vessel in our fleet has been owned by us.

(2) Available days represents the total number of days in a period during which each vessel in our fleet was in our possession, net of off-hire days associated with scheduled maintenance, which includes major repairs, drydockings, vessel upgrades or special or intermediate surveys.

(3) Average number of vessels in the period is calculated by dividing ownership days in the period by the number of days in that period.

(4) Time charter equivalent rate, or TCE rate, represents our charter revenues less commissions and voyage expenses during a period divided by the number of available days during such period. TCE rate is a standard shipping industry performance measure used primarily to compare daily earnings generated by vessels on period time charters and spot time charters with daily earnings generated by vessels on voyage charters, because charter rates for vessels on voyage charters are generally not expressed in per day amounts, while charter rates for vessels on period time charters and spot time charters generally are expressed in such amounts. We have only rarely employed our vessels on voyage charters and, as a result, generally our TCE rates approximate our time charter rates.

(5) Daily vessel operating expenses are calculated by dividing vessel operating expenses for the relevant period by ownership days for such period. Vessel operating expenses include crewing, insurance, lubricants, spare parts, provisions, stores, repairs, maintenance including dry-docking, statutory and classification expenses and other miscellaneous items.

(6) Daily vessel operating expenses excluding dry-docking and pre-delivery expenses are calculated by dividing vessel operating expenses excluding dry-docking and pre-delivery expenses for the relevant period by ownership days for such period. Dry-docking expenses include costs of shipyard, paints and agent expenses and pre-delivery expenses include initially supplied spare parts, stores, provisions and other miscellaneous items provided to a newbuild or second hand acquisition prior to their operation.

(7) Daily general and administrative expenses are calculated by dividing general and administrative expenses for the relevant period by ownership days for such period. Daily general and administrative expenses include daily management fees payable to our Managers and daily company administration expenses.

                                    Table 6: Detailed fleet and employment profile as of November 6, 2020

Vessel Name		Dwt		Year Built 1		Country of Construction		Charter Type		Charter Rate 2				Commissions 3			Charter Period 4
CURRENT FLEET
Panamax
Maria		76,000		2003		Japan		Period		$	9,349			5.00	%		February 2020	December 2020
Koulitsa		76,900		2003		Japan		Period		$	11,000			5.00	%		November 2020	November 2020
Paraskevi		74,300		2003		Japan		Spot		$	10,734			5.00	%		October 2020	November 2020
Vassos		76,000		2004		Japan		Spot		$	11,000			5.00	%		October 2020	November 2020
Katerina		76,000		2004		Japan		Spot		$	7,925			5.00	%		March 2020	November 2020
Maritsa		76,000		2005		Japan		Period		$	7,445			5.00	%		October 2020	November 2020
Efrossini		75,000		2012		Japan		Spot		$	12,204			5.00	%		September 2020	December 2020
Zoe 10		75,000		2013		Japan		Spot		$	11,650			5.00	%		September 2020	April 2021
Kypros Land 10 , 15		77,100		2014		Japan		Period		$	13,800			3.75	%		August 2020	August 2022
										BPI 82 5TC * 97%  - $2,150				3.75	%		August 2022	August 2025
Kypros Sea 15		77,100		2014		Japan		Period		$	13,800			3.75	%		July 2020	July 2022
										BPI 82 5TC * 97%  - $2,150				3.75	%		July 2022	July 2025
Kypros Bravery 13		78,000		2015		Japan		Period		$	11,750			3.75	%		August 2020	August 2022
										BPI 82 5TC * 97%  - $2,150				3.75	%		August 2022	August 2025
Kypros Sky 8 , 13		77,100		2015		Japan		Period		$	11,750			3.75	%		August 2020	August 2022
										BPI 82 5TC * 97%  - $2,150				3.75	%		August 2022	August 2025
Kypros Loyalty 13		78,000		2015		Japan		Period		$	11,750			3.75	%		July 2020	July 2022
										BPI 82 5TC * 97%  - $2,150				3.75	%		July 2022	July 2025
Kypros Spirit 8, 15		78,000		2016		Japan		Period		$	13,800			3.75	%		July 2020	July 2022
										BPI 82 5TC * 97%  - $2,150				3.75	%		July 2022	July 2025
Kamsarmax
Pedhoulas Merchant		82,300		2006		Japan		Spot		$	12,250			5.00	%		September 2020	November 2020
Pedhoulas Trader		82,300		2006		Japan		Period		$	10,859			5.00	%		October 2020	November 2020
Pedhoulas Leader		82,300		2007		Japan		Spot		$	12,200			5.00	%		October 2020	November 2020
Pedhoulas Commander		83,700		2008		Japan		Period		$	9,950			5.00	%		June 2019	May 2021
Pedhoulas Builder		81,600		2012		China		Spot 12		$	11,550			5.00	%		October 2020	December 2020
Pedhoulas Fighter		81,600		2012		China		Spot 12		$	10,196			5.00	%		September 2020	November 2020
Pedhoulas Farmer 5		81,600		2012		China		Spot 11		$	13,200			5.00	%		October 2020	December 2020
Pedhoulas Cherry		82,000		2015		China		Spot 12		$	10,224			5.00	%		September 2020	November 2020
Pedhoulas Rose 5		82,000		2017		China		Spot12		$	15,000			5.00	%		August 2020	December 2020
Pedhoulas Cedrus		82,000		2017		China		Spot		$	13,000			3.75	%		August 2020	May 2021
								Period		$	13,000			3.75	%		May 2021	May 2021
Post-Panamax
Marina		87,000		2006		Japan		Spot12		$	11,750			5.00	%		November 2020	December 2020
Xenia		87,000		2006		Japan		Spot12		$	11,620			5.00	%		September 2020	November 2020
Sophia		87,000		2007		Japan
Eleni		87,000		2008		Japan		Spot12		$	10,169			5.00	%		October 2020	December 2020
Martine		87,000		2009		Japan		Spot12		$	11,900			5.00	%		November 2020	December 2020
Andreas K		92,000		2009		South Korea
Panayiota K 9		92,000		2010		South Korea		Spot 12		$	5,613			5.00	%		October 2020	November 2020
Agios Spyridonas 9		92,000		2010		South Korea		Spot 11		$	12,100			5.00	%		November 2020	December 2020
Venus Heritage 10		95,800		2010		Japan		Spot 12		$	21,442			5.00	%		November 2020	January 2021
Venus History 10		95,800		2011		Japan		Spot12		$	11,500			5.00	%		November 2020	December 2020
Venus Horizon		95,800		2012		Japan		Spot12		$	8,850			5.00	%		June 2020	November 2020
Troodos Sun 11		85,000		2016		Japan		Spot18		$	2,275			5.00	%		October 2020	December 2020
Troodos Air		85,000		2016		Japan		Spot12		$	10,500			5.00	%		November 2020	December 2020
Troodos Oak 14		85,000		2020		Japan		Spot		109% BPI-82 5TC				5.00	%		June 2020	May 2021
Capesize
Mount Troodos 16		181,400		2009		Japan		Period		BCI*103.5%+80% SCR BNFT				5.00	%		April 2020	June 2021
Kanaris		178,100		2010		China		Period 6		$	25,928			5.00	%		September 2011	September 2031
Pelopidas		176,000		2011		China		Period		$	38,000			5.00	%		January 2012	January 2022
Lake Despina		181,400		2014		Japan		Period 7		$	24,810			5.00	%		January 2014	January 2024
TOTAL		3,862,000
Orderbook
TBN17		82,000		1H 2022		Japan

(1) For existing vessels, the year represents the year built. For any newbuilds, the date shown reflects the expected delivery dates.

(2) Quoted charter rates are the recognized daily gross charter rates. For charter parties with variable rates among periods or consecutive charter parties with the same charterer, the recognized gross daily

charter rate represents the weighted average gross daily charter rate over the duration of the applicable charter period or series of charter periods, as applicable. In the case of a charter agreement that

provides for additional payments, namely ballast bonus to compensate for vessel repositioning, the gross daily charter rate presented has been adjusted to reflect estimated vessel repositioning expenses.

Gross charter rates are inclusive of commissions. Net charter rates are charter rates after the payment of commissions. In the case of voyage charters, the charter rate represents revenue recognized on a

pro rata basis over the duration of the voyage from load to discharge port less related voyage expenses.  

(3) Commissions reflect payments made to third-party brokers or our charterers.

(4) The start dates listed reflect either actual start dates or, in the case of contracted charters that had not commenced as of November 6, 2020, the scheduled start dates. Actual start dates and redelivery dates may

differ from the referenced scheduled start and redelivery dates depending on the terms of the charter and market conditions and does not reflect the options to extend the period time charter.

(5) MV Pedhoulas Farmer and MV Pedhoulas Rose were sold and leased back, in 2015 and 2017, respectively, on a bareboat charter basis for a period of 10 years, with a purchase obligation at the end of the

bareboat charter period and purchase options in favor of the Company after the second year of the bareboat charter, at annual intervals and predetermined purchase prices.

(6) Charterer agreed to reimburse us for part of the cost of the scrubbers and BWTS to be installed on the vessel, which is recorded by increasing the recognized daily charter rate by $634 over the remaining

tenor of the time charter party.

(7) A period time charter of 10 years at a gross daily charter rate of $23,100 for the first two and a half years and of $24,810 for the remaining period. In January 2017, the period time charter was amended

to reflect substitution of the initial charterer with its subsidiary guaranteed by the initial charterer and changes in payment terms; all other period charter terms remained unchanged. The charter agreement

grants the charterer the option to purchase the vessel at any time beginning at the end of the seventh year of the period time charter period, at a price of $39.0 million less 1.00% commission, decreasing

thereafter on a pro-rated basis by $1.5 million per year. The Company holds a right of first refusal to buy back the vessel in the event that the charterer exercises its option to purchase the vessel and

subsequently offers to sell such vessel to a third party. The charter agreement also grants the charterer an option to extend the period time charter for an additional twelve months at a time at a gross daily

charter rate of $26,330, less 1.25% total commissions, which option may be exercised by the charterer a maximum of two times.

(8) MV Kypros Sky and MV Kypros Spirit were sold and leased back in December 2019 on a bareboat charter basis for a period of eight years, with purchase options in favor of the Company commencing

three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices.

(9) MV Panayiota K and MV Agios Spyridonas were sold and leased back in January 2020 on a bareboat charter basis for a period of six years, with purchase options in favor of the Company commencing three

years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices.

(10) MV Zoe, MV Kypros Land, MV Venus Heritage and MV Venus History were sold and leased back in November 2019, on a bareboat charter basis, one for a period of eight years and three for a period of

seven and a half years, with a purchase option in favor of the Company five years and nine months following the commencement of the bareboat charter period at a predetermined purchase price.

(11) Scrubber benefit was agreed on the basis of fuel consumption of heavy fuel oil and the price differential between the heavy fuel oil and the compliant fuel cost for the voyage and is included on the daily

gross charter rate presented.

(12) Scrubber benefit was agreed on the basis of fuel consumption of heavy fuel oil and the price differential between the heavy fuel oil and the compliant fuel cost for the voyage and is not included on the daily

gross charter rate presented.

(13) A period time charter of 5 years at a daily gross charter rate of $11,750 for the first two years and a gross daily charter rate linked to the BPI-82 5TC times 97% minus $2,150, for the remaining period.

(14) A period time charter of 11 to 13 months at a gross daily charter rate linked to the BPI-82 5TC times 109%.

(15) A period time charter of 5 years at a daily gross charter rate of $13,800 for the first two years and a gross daily charter rate linked to the BPI-82 5TC times 97% minus $2,150, for the remaining period.

(16) A period time charter at a gross daily charter rate linked to the Baltic Exchange Capesize Index (“BCI'') times 103.5% plus 80% of scrubber benefit.

(17) The newbuild vessel will be sold and leased back upon delivery in 1H 2022, on a bareboat charter basis for a period of ten years with a purchase option in favor of the Company three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices.

(18) A spot time charter which refers to a trip back to Atlantic.

 

About Safe Bulkers, Inc.

The Company is an international provider of marine drybulk transportation services, transporting bulk cargoes, particularly coal, grain and iron ore, along worldwide shipping routes for some of the world’s largest users of marine drybulk transportation services. The Company’s common stock, series C preferred stock and series D preferred stock are listed on the NYSE, and trade under the symbols “SB”, “SB.PR.C”, and “SB.PR.D”, respectively.

Forward-Looking Statements

This press release contains forward-looking statements (as defined in Section 27A of the Securities Exchange Act of 1934, as amended, and in Section 21E of the Securities Act of 1933, as amended) concerning future events, the Company’s growth strategy and measures to implement such strategy, including expected vessel acquisitions and entering into further time charters. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates” and variations of such words and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, business disruptions due to natural disasters or other events, such as the recent COVID-19 pandemic, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in the demand for drybulk vessels, competitive factors in the market in which the Company operates, risks associated with operations outside the United States and other factors listed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

For further information please contact:

Company Contact:

Dr. Loukas Barmparis

President

Safe Bulkers, Inc.

Tel.: +30 21 11888400

+357 25 887200

E-Mail:directors@safebulkers.com  

Investor Relations / Media Contact:

Nicolas Bornozis, President

Capital Link, Inc.

230 Park Avenue, Suite 1536

New York, N.Y. 10169

Tel.: (212) 661-7566

Fax: (212) 661-7526

E-Mail:safebulkers@capitallink.com