Scorpio : Report of Foreign Issuer

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of January 2019

Commission File Number: 001-36231

SCORPIO BULKERS INC.

(Translation of registrant's name into English)

9, Boulevard Charles III, Monaco 98000

(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): o

.

Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): o

.

Note : Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Attached as Exhibit 99.1 is a copy of the press release of Scorpio Bulkers Inc., dated January 28, 2019, announcing the financial results for the fourth quarter of 2018.

The information contained in this Report on Form 6-K, with the exception of the information contained on page 18 of Exhibit 99.1 under the heading "Conference Call on Results", is hereby incorporated by reference into the Company's registration statement on Form F-3 (File No. 333-217445), the Company's registration statement on Form F-3 (File No. 333-221441), the Company's registration statement on Form F-3 (File No. 333-222013) and the Company's registration statement on Form F-3 (File No. 333-222448).

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.

SCORPIO BULKERS INC.

(registrant)

Dated:January 28, 2019

By: /s/ Hugh Baker

Hugh Baker

Chief Financial Officer

EXHIBIT 99.1

Scorpio Bulkers Inc. Announces Financial Results for the Fourth Quarter of 2018, Declares a Quarterly Dividend and Increases Share Repurchase Authorization

MONACO - January 28, 2019 (GLOBE NEWSWIRE) - Scorpio Bulkers Inc. (NYSE: SALT) ("Scorpio Bulkers", or the "Company"), today reported its results for the three months and year ended December 31, 2018 .

The Company also announced that on January 25, 2019, its Board of Directors declared a quarterly cash dividend of $0.02 per share on the Company's common shares.

Results for the Three and Twelve Months Ended December 31, 2018 and 2017

For the fourth quarter of 2018 , the Company's GAAP net loss was $7.4 million , or $0.11 loss per diluted share. These results include a non-cash loss of $7.7 million and cash dividend income of $0.5 million, or $0.10 loss per diluted share from the Company's equity investment in Scorpio Tankers Inc. and a write-off of deferred financing costs of $1.7 million, or $0.03 loss per diluted share, related to the refinancing of existing debt (see discussion below, "Debt"). For the same period in 2017 , the Company's GAAP net loss was $1.1 million , or $0.01 loss per diluted share. Total vessel revenues for the fourth quarter of 2018 were $ 65.2 million , compared to $51.1 million for the same period in 2017 . Earnings before interest, taxes, depreciation and amortization ("EBITDA") for the fourth quarters of 2018 and 2017 were $23.3 million and $22.9 million , respectively (see Non-GAAP Financial Measures below).

For the year ended December 31, 2018 , the Company's GAAP net loss was $12.7 million or $0.18 loss per diluted share, including a non-cash loss of $7.7 million and cash dividend income of $0.5 million, or $0.10 loss per diluted share from the Company's equity investment in Scorpio Tankers Inc. and a write-off of deferred financing costs of $3.8 million, or $0.05 loss per diluted share, related to the refinancing of existing debt. For the year ended December 31, 2017 , the Company's GAAP net loss was $59.7 million , or $0.83 loss per diluted share. Total vessel revenues for 2018 were $242.5 million , compared to $162.2 million for 2017 . EBITDA for the years ended December 31, 2018 and 2017 were $100.6 million and $35.3 million , respectively (see Non-GAAP Financial Measures below).

While the results for the year ended December 31, 2018 did not include any non-GAAP adjustments to net income, the Company's 2017 GAAP net loss included a loss/write-off of vessels and assets held for sale of $17.7 million and the write-off of deferred financing costs on the credit facility related to those specific vessels of $0.5 million . Excluding these items, the Company's adjusted net loss for 2017 was $41.6 million , or $0.57 adjusted loss per diluted share. Adjusted EBITDA for 2017 was $53.5 million (see Non-GAAP Financial Measures below).

TCE Revenue

TCE Revenue Earned during the Fourth Quarter of 2018

• • Our Kamsarmax fleet earned $13,148 per day

• • Our Ultramax fleet earned $12,213 per day

Voyages Fixed thus far for the First Quarter of 2019

• • Kamsarmax fleet: approximately $12,913 per day for 60% of the days

• • Ultramax fleet: approximately $11,072 per day for 56% of the days

Cash and Cash Equivalents

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As of January 25, 2019 , the Company had approximately $74.3 million in cash and cash equivalents.

Recent Significant Events

Share Repurchase Program

During the fourth quarter of 2018, the Company repurchased a total of approximately 4.5 million shares of the Company's common shares under the then existing share repurchase programs at an aggregate cost of approximately $27.0 million, or an average cost of $6.05 per share, which was funded from available cash resources. There have been no share repurchases since December 31, 2018. As of January 25, 2019, $24.8 million remained available under the then existing share repurchase program.

On January 25, 2019, the Company's Board of Directors authorized a new share repurchase program to purchase up to an aggregate of $50.0 million of the Company's common shares. This new share repurchase program replaced the Company's previous share repurchase program that was authorized in October 2018 and that was terminated in conjunction with the authorization of the new share repurchase program. The specific timing and amounts of the repurchases will be in the sole discretion of management and may vary based on market conditions and other factors. The Company is not obligated under the terms of the program to repurchase any of its common shares. The authorization has no expiration date.

Dividend

In the fourth quarter of 2018, the Company's Board of Directors declared and the Company paid a quarterly cash dividend of $0.02 per share totaling approximately $1.5 million.

On January 25, 2019, the Company's Board of Directors declared a quarterly cash dividend of $0.02 per share, payable on or about March 15, 2019, to all shareholders of record as of February 15, 2019. As of January 25, 2019, 71,217,258 shares were outstanding.

Investment in Scorpio Tankers Inc.

On October 12, 2018, the Company invested $100.0 million in a related party, Scorpio Tankers Inc. (NYSE:STNG) ("Scorpio Tankers") for approximately 54.1 million, or (as of October 12, 2018) 10.9%, of Scorpio Tankers' issued and outstanding common shares. The investment was part of a larger $337.0 million equity raise through a public offering of common shares by Scorpio Tankers.

The Company measures its investment in Scorpio Tankers based on the quoted market price of Scorpio Tankers' common stock, discounted for a temporary lack of marketability as at December 31, 2018 pursuant to the terms of the lock-up agreement entered into by the Company at the time of the investment. The lock-up agreement expired on January 7, 2019. At December 31, 2018, the Company recorded a $7.7 million non-cash loss and $0.5 million cash dividend related income from the investment in Scorpio Tankers, which were recorded in Investment income (loss) and Dividend income, respectively, on the Consolidated Statement of Operations.

On January 18, 2019, Scorpio Tankers effected a one-for-ten reverse stock split and as such the Company now owns approximately 5.4 million common shares of Scorpio Tankers.

On January 25, 2019, the fair value of the Scorpio Tankers' common stock owned by the Company was approximately $110.4 million.

IMO 2020

In November 2018, the Company entered into an agreement with third parties to purchase exhaust gas cleanings systems ("scrubbers") for 18 of its vessels in 2019 and for 10 of its vessels in 2020. The total value of these agreements is estimated to be $41.9 million. The systems that are being fitted are of 'hybrid ready' design, which allows them to be upgraded to a 'closed loop' configuration at a future date. As part of the agreement, the Company also has an option to purchase exhaust gas cleaning systems for up to 18 additional vessels in 2020.

The Company is in discussions with its existing lenders, as well as leasing companies, to provide secured financing for substantially all of the estimated total cost of the scrubber installation program as well as to provide additional operating liquidity. These discussions are ongoing, however the Company expects to be able to make announcements within the first quarter of 2019.

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