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 July 2023

 

Commission File Number: 001-34934

 

COSTAMARE INC.
(Translation of registrant’s name into English)

 

7 rue du Gabian, MC 98000 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     ☒          Form 40-F     ☐

 

 

 

 

 

 

 

INCORPORATION BY REFERENCE

 

Exhibit 99.2 to this Report on Form 6-K shall be incorporated by reference into our registration statements on Form F-3, as filed with the U.S. Securities and Exchange Commission on July 6, 2016 (File No. 333-212415) and March 15, 2021 (File No. 333-254266), to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.

 

EXHIBIT INDEX

 

99.1 Press Release, dated July 28, 2023: Costamare Inc. Reports Results for the Second Quarter and Six-Months Ended June 30, 2023
99.2 Financial Report for the Second Quarter and Six-Months Ended June 30, 2023

 

 

 

 

 

 

 

 

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: July 28, 2023

     
  COSTAMARE INC.
     
  By: /s/ Gregory G. Zikos  
  Name: Gregory G. Zikos
  Title: Chief Financial Officer
         

 

 

 

 

Exhibit 99.1

 

 

COSTAMARE INC. REPORTS RESULTS FOR THE SECOND QUARTER AND SIX-MONTH PERIOD ENDED JUNE 30, 2023

 

Monaco, July 28, 2023 – Costamare Inc. (“Costamare” or the “Company”) (NYSE: CMRE) today reported unaudited financial results for the second quarter (“Q2 2023”) and six-months ended June 30, 2023.

 

I.PROFITABILITY AND LIQUIDITY

 

·Q2 2023 Net Income available to common stockholders of $63.2 million ($0.52 per share).

 

·Q2 2023 Adjusted Net Income available to common stockholders1 of $68.6 million ($0.56 per share).

 

·Q2 2023 liquidity of $1,059 million2.

 

II.SHARE REPURCHASE PROGRAM TO DATE

 

·Repurchase of 5,385,492 common shares, for a total consideration of $50.0 million, since the beginning of Q2 2023.

 

·Available funds remaining under the share repurchase program of $40.0 million for common shares and $150 million for preferred shares.

 

III.DRY BULK OPERATING PLATFORM

 

·Costamare Bulkers Inc. (“CBI ”) has currently fixed a fleet of 56 dry bulk vessels on period charters, consisting of:

 

-35 Newcastlemax/Capesize vessels

 

-20 Kamsarmax/Panamax vessels

 

-1 Ultramax vessel

 

·53 of the chartered-in vessels have been delivered to CBI.

 

·Majority of the fixed fleet on index linked charter-in agreements.

 

IV.LEASE FINANCING PLATFORM

 

·Lead participation in Neptune Maritime Leasing Limited (“NML”).

 

·Equity investment of up to $200 million.

 

·Current Company’s investment to NML of $49.3 million.

 

·Outstanding lease financings granted by NML amount to $119.6 million.

 

V.NEW DEBT FINANCING

 

·Conclusion of the refinancing of existing indebtedness of two containerships and seven dry bulk vessels with two European financial institutions3. More specifically:

 

 

______________________________________

1 Adjusted Net Income available to common stockholders and respective per share figures are non-GAAP measures and should not be used in isolation or as substitutes for Costamare’s financial results presented in accordance with U.S. generally accepted accounting principles (“GAAP”). For the definition and reconciliation of these measures to the most directly comparable financial measure calculated and presented in accordance with GAAP, please refer to Exhibit I.

2 Including our share of cash amounting to $3.1 million held by vessel owning companies set-up pursuant to the Framework Deed dated May 15, 2013, as amended and restated from time to time (the “Framework Deed”), between the Company and York Capital Management Global Advisors LLC and an affiliated fund (collectively, “York Capital”), short term investments in U.S. Treasury Bills amounting to $148.0 million, margin deposits relating to our forward freight agreements (“FFAs”) of $47.5 million and $84.2 million of available undrawn funds from one hunting license facility as of June 30, 2023.

3 One of the two bilateral facilities was on a commitment status basis and subject to final documentation in May 2023, at the time of our first quarter results.

 

 1 

 

-Two bilateral loan facilities for a total amount of approximately up to $176 million.

 

-Of the $176 million, approximately $84 million remain available for the financing of future acquisitions for dry bulk vessels until December 2025.

 

-Drawn down amounts were used for prepayment of existing indebtedness.

 

-Improvement of funding cost and extension of maturity for all nine refinanced vessels.

 

VI.OWNED FLEET CHARTER UPDATE - FULLY EMPLOYED CONTAINERSHIP FLEET4 FOR THE YEAR AHEAD

 

·99% and 87% of the containership fleet5 fixed for 2023 and 2024, respectively.

 

·Contracted revenues for the containership fleet of approximately $2.9 billion with a TEU- weighted duration of 3.9 years6.

 

·Entered into more than 50 chartering agreements for the owned dry bulk fleet since Q1 2023 earnings release.

 

VII.SALE AND PURCHASE ACTIVITY

 

·Agreement for the acquisition of two 2011-built Capesize bulk carriers. Vessels will be purchased with cash on hand and the acquisitions are expected to be concluded in Q3 2023.

 

·Agreement for the sale of the 1998-built, 2,472 TEU capacity containership, Monemvasia. The Company owns 49% equity interest in the company owning this containership with the remaining equity interest being owned by York Capital. Sale is expected to be concluded in Q3 2023, with an estimated capital gain of $1.7 million for the Company.

 

·Conclusion of the sale of the 2010-built, 37,302 DWT capacity dry-bulk vessel, Comity, resulting in a capital gain of $2.1 million.

 

·Conclusion of:

 

-the sale of our 49% equity interest in the company owning the 2018-built, 3,800 TEU capacity containership, Polar Argentina to York Capital,

 

-the acquisition of the 51% equity interest of York Capital in the company owning the 2018-built, 3,800 TEU capacity containership, Polar Brasil, resulting in the Company owning 100% of the relevant equity interest.

 

VIII.DIVIDEND ANNOUNCEMENTS

 

·On July 3, 2023, the Company declared a dividend of $0.115 per share on the common stock, which is payable on August 7, 2023, to holders of record of common stock as of July 20, 2023.

 

·On July 3, 2023, the Company declared a dividend of $0.476563 per share on the Series B Preferred Stock, $0.531250 per share on the Series C Preferred Stock, $0.546875 per share on the Series D Preferred Stock and $0.554688 per share on the Series E Preferred Stock, which were all paid on July 17, 2023 to holders of record as of July 14, 2023.

 

 

Mr. Gregory Zikos, Chief Financial Officer of Costamare Inc., commented:

 

“During the second quarter of the year, the Company generated Net Income of about $69 million. As of quarter end, liquidity was $1 billion.

 

In the containership sector, the charter market has been softening, although rates still remain at healthy levels. The orderbook, however, remains the principal threat to the market.

 

 

______________________________________

4 Please refer to the Containership Fleet List table in Exhibit 99.2 for additional information on vessel employment details for our containership fleet.

5 Calculated on a TEU basis, including one vessel owned by a vessel owning company set-up pursuant to the Framework Deed and excluding vessel Monemvasia that we have agreed to sell in Q3 2023.

6 As of July 27, 2023. Total contracted revenues and TEU-weighted remaining time charter duration include our ownership percentage for one vessel owned pursuant to the Framework Deed and exclude vessel Monemvasia that we have agreed to sell in Q3 2023.

 

 2 

 

On the dry bulk side, our owned dry bulk vessels continue to trade on a spot basis while the trading platform has grown to a fleet of 56 ships. Having invested $200 million in the dry bulk operating platform, we have a long term commitment to the sector whose fundamentals we view positively.

 

Regarding Neptune Maritime Leasing, the platform has been steadily growing on a prudent basis, having concluded leasing transactions worth a total of $120 million, which are complemented by a heathy pipeline extending over the coming quarters.

 

Finally, during the quarter we proceeded with our share repurchase program and we bought $ 50 million worth of common shares highlighting our strong belief that the share price is heavily undervalued considering both the Company’s performance and prospects.”

 

 

 

 

 

 

 

 

 3 

 

Financial Summary

 

   Six-month period ended
June 30,
   Three-month period ended
June 30,
 
(Expressed in thousands of U.S. dollars, except share and per share data)  2022   2023   2022   2023 
             
                 
Voyage revenue  $558,937   $614,712   $290,927   $365,943 
Income from investments in leaseback vessels   -   $1,477    -   $1,477 
                     
Accrued charter revenue (1)  $5,069   $531   $1,712   $2,796 
Amortization of time-charter assumed  $98   $29   $49   $(20)
Voyage revenue adjusted on a cash basis (2)  $564,104   $615,272   $292,688   $368,719 
                     
Adjusted Net Income available to common stockholders (3)  $223,058   $115,093   $118,563   $68,559 
Weighted Average number of shares    124,228,628    122,560,175    124,306,059    122,588,759 
Adjusted Earnings per share (3)  $1.80   $0.94   $0.95   $0.56 
                     
Net Income  $245,024   $216,258   $121,987   $67,394 
Net Income available to common stockholders  $229,576   $204,807   $114,133   $63,246 
Weighted Average number of shares   124,228,628    122,560,175    124,306,059    122,588,759 
Earnings per share  $1.85   $1.67   $0.92   $0.52 

 

 

(1) Accrued charter revenue represents the difference between cash received during the period and revenue recognized on a straight-line basis. In the early years of a charter with escalating charter rates, voyage revenue will exceed cash received during the period and during the last years of such charter cash received will exceed revenue recognized on a straight-line basis. The reverse is true for charters with descending rates.

(2) Voyage revenue adjusted on a cash basis represents Voyage revenue after adjusting for non-cash “Accrued charter revenue” recorded under charters with escalating charter rates. However, Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. GAAP. We believe that the presentation of Voyage revenue adjusted on a cash basis is useful to investors because it presents the charter revenue for the relevant period based on the then current daily charter rates. The increases or decreases in daily charter rates under our charter party agreements of our fleet are described in the notes to the “Fleet List” tables in Exhibit 99.2.

(3) Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are non-GAAP measures. Refer to the reconciliation of Net Income to Adjusted Net Income and Adjusted Earnings per Share.

 

Non-GAAP Measures

 

The Company reports its financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures used in managing the business may provide users of these financial measures additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain items that impact the overall comparability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. The tables below set out supplemental financial data and corresponding reconciliations to GAAP financial measures for the three-month and the six-month periods ended June 30, 2023 and 2022. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, voyage revenue or net income as determined in accordance with GAAP. Non-GAAP financial measures include (i) Voyage revenue adjusted on a cash basis (reconciled above), (ii) Adjusted Net Income available to common stockholders and (iii) Adjusted Earnings per Share.

 

 

 

 

 

 4 

 

Exhibit I

Reconciliation of Net Income to Adjusted Net Income available to common stockholders and Adjusted Earnings per Share

 

  

Six-month period ended

June 30,

  

Three-month period ended

June 30,

 
(Expressed in thousands of U.S. dollars, except share and per share data)  2022   2023   2022   2023 
Net Income  $245,024   $216,258   $121,987   $67,394 
Earnings allocated to Preferred Stock   (15,448)   (15,448)   (7,854)   (7,854)
Non-Controlling Interest   -    3,997    -    3,706 
Net Income available to common stockholders   229,576    204,807    114,133    63,246 
Accrued charter revenue   5,069    531    1,712    2,796 
General and administrative expenses - non-cash component   4,360    2,854    1,808    1,446 
Amortization of Time charter assumed   98    29    49    (20)
Realized (gain) / loss on Euro/USD forward contracts (1)   950    (235)   619    (283)
Gain on sale of vessels, net   (21,250)   (118,046)   (3,452)   (31,328)
Loss on sale of vessel by a jointly owned company with York Capital included in equity loss on investments   -    2,065    -    36 
Non-recurring, non-cash write-off of loan deferred financing costs   2,339    1,439    1,705    465 
(Gain) / Loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   910    21,649    983    32,201 
Non-recurring payments for loan cancellation fees   1,006    -    1,006    - 
Adjusted Net Income available to common stockholders  $223,058   $115,093   $118,563   $68,559 
Adjusted Earnings per Share  $1.80   $0.94   $0.95   $0.56 
Weighted average number of shares   124,228,628    122,560,175    124,306,059    122,588,759 

 

Adjusted Net Income available to common stockholders and Adjusted Earnings per Share represent Net Income after earnings allocated to preferred stock and Non-Controlling Interest, but before non-cash “Accrued charter revenue” recorded under charters with escalating or descending charter rates, amortization of time-charter assumed, realized (gain)/loss on Euro/USD forward contracts, gain on sale of vessels, net, loss on sale of vessel by a jointly owned company with York Capital included in equity loss on investments, non-recurring, non-cash write-off of loan deferred financing costs, general and administrative expenses - non-cash component, (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments and non-recurring payments for loan cancellation fees. “Accrued charter revenue” is attributed to the timing difference between the revenue recognition and the cash collection. However, Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are not recognized measurements under U.S. GAAP. We believe that the presentation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful to investors because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We also believe that Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful in evaluating our ability to service additional debt and make capital expenditures. In addition, we believe that Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful in evaluating our operating performance and liquidity position compared to that of other companies in our industry because the calculation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share generally eliminates the effects of the accounting effects of capital expenditures and acquisitions, certain hedging instruments and other accounting treatments, items which may vary for different companies for reasons unrelated to overall operating performance and liquidity. In evaluating Adjusted Net Income available to common stockholders and Adjusted Earnings 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 Net Income available to common stockholders and Adjusted Earnings per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

 

(1) Items to consider for comparability include gains and charges. Gains positively impacting Net Income available to common stockholders are reflected as deductions to Adjusted Net Income available to common stockholders. Charges negatively impacting Net Income available to common stockholders are reflected as increases to Adjusted Net Income available to common stockholders.

 

 5 

 

Exhibit II

Selected Segmental Financial Information and Reconciliation of Net Income/(Loss) per segment to Net Income/(Loss) per segment adjusted for (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments.

 

 

   For the six-month period ended June 30, 2023 
(Expressed in thousands of U.S. dollars)  Container
vessels
   Dry bulk
vessels
   CBI   NML   Other   Intersegment
Eliminations
   Total 
Total assets - June 30, 2023   3,240,823    724,177    508,833    98,280    738,859    (2,718)   5,308,254 
Voyage revenue   406,917    74,347    133,448    -    -    -    614,712 
Intersegment voyage revenue   -    3,079    -    -    -    (3,079)   - 
Income from investment in leaseback vessels   -    -    -    1,477    -    -    1,477 
Net Income / (Loss)   306,067    (31,715)   (57,516)   571    (1,149)   -    216,258 
(Gain)/Loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   959    3,076    17,614    -    -    -    21,649 
Net Income / (Loss) adjusted for (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   307,026    (28,639)   (39,902)   571    (1,149)   -    237,907 

 

   For the six-month period ended June 30, 2022 
(Expressed in thousands of U.S. dollars)  Container vessels   Dry bulk vessels   Other   Total 
Total assets - June 30, 2022   3,955,353    774,774    29,483    4,759,610 
Voyage revenue   380,260    178,677    -    558,937 
Net Income   168,559    75,689    776    245,024 
(Gain)/Loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   633    277    -    910 
Net Income / (Loss) adjusted for (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   169,192    75,966    776    245,934 

 

   For the three-month period ended June 30, 2023 
(Expressed in thousands of U.S. dollars)  Container
vessels
   Dry bulk
vessels
   CBI   NML   Other   Intersegment
Eliminations
   Total 
Total assets - June 30, 2023   3,240,823    724,177    508,833    98,280    738,859    (2,718)   5,308,254 
Voyage revenue   211,250    40,225    114,468    -    -    -    365,943 
Intersegment voyage revenue   -    1,375    -    -    -    (1,375)   - 
Income from investment in leaseback vessels   -    -    -    1,477    -    -    1,477 
Net Income / (Loss)   125,967    (5,722)   (53,635)   571    213    -    67,394 
(Gain)/Loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   1,400    1,940    28,861    -    -    -    32,201 
Net Income / (Loss) adjusted for (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   127,367    (3,782)   (24,774)   571    213    -    99,595 

 

 

 

 

 

 

 

 6 

 

 

   For the three-month period ended June 30, 2022 
(Expressed in thousands of U.S. dollars)  Container vessels   Dry bulk vessels   Other   Total 
Total assets - June 30, 2022   3,955,353    774,774    29,483    4,759,610 
Voyage revenue   190,783    100,144    -    290,927 
Net Income   73,476    48,023    488    121,987 
(Gain)/Loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   638    345    -    983 
Net Income / (Loss) adjusted for (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   74,114    48,368    488    122,970 

 

 

 

“Net Income / (Loss) adjusted for (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments” represents Net Income before “(gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments”. “Net Income / (Loss) adjusted for (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments” is not a recognized measurement under U.S. GAAP. We believe that the presentation of “Net Income / (Loss) adjusted for (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments” is useful because it provides investors with a measure of the operating results unaffected by volatility in the value of our currently held derivative instruments.

 

 

 

 

 

 

 

 

 

Exhibit 99.2

 

Financial Report

Results of Operations

 

Three-month period ended June 30, 2023 compared to the three-month period ended June 30, 2022

 

During the three-month periods ended June 30, 2023 and 2022, we had an average of 110.1 and 117.7 vessels, respectively, in our owned fleet. In addition, during the three-month period ended June 30, 2023, through our dry-bulk operating platform Costamare Bulkers Inc. (“CBI”) we chartered-in an average of 42.5 third-party dry-bulk vessels. As of July 27, 2023, CBI has chartered-in 56 dry-bulk vessels on period charters.

 

During the three-month period ended June 30, 2023, we (i) sold our 49% equity interest in the company owning the 2018-built, 3,800 TEU capacity containership, Polar Argentina to York Capital and (ii) acquired the 51% equity interest of York Capital of the 2018-built, 3,800 TEU capacity containership, Polar Brasil and as a result we obtained 100% of the equity interest in the vessel. Furthermore, during the three-month period ended June 30, 2023, we sold the dry-bulk vessels Taibo and Comity with an aggregate DWT of 72,414.

 

In the three-month period ended June 30, 2022, we sold the dry bulk vessel Thunder with DWT of 57,334.

 

In March 2023, we entered into an agreement with Neptune Maritime Leasing Limited (“NML”) and its shareholders pursuant to which we agreed to invest in NML’s ship sale and leaseback business up to $200 million in exchange for up to 40% of its ordinary shares and up to 79.05% of its preferred shares. In addition, we received a special ordinary share in NML which carries 75% of the voting rights of the ordinary shares providing control over NML. NML was established in 2021 to acquire and bareboat charter out vessels through wholly-owned subsidiaries. Up to June 30, 2023, we have invested in NML the amount of $37.8 million. During the three-month period ended June 30, 2023, NML is included in our consolidated financial statements.

 

In the three-month periods ended June 30, 2023 and 2022, our fleet ownership days totaled 10,020 and 10,715 days, respectively. Ownership days are one of the primary drivers of voyage revenue and vessels’ operating expenses and represent the aggregate number of days in a period during which each vessel in our fleet is owned. Furthermore, during the three-month period ended June 30, 2023, the days of the third-party vessels chartered-in through CBI were 3,866.

 

Consolidated Financial Results and Vessels’ Operational Data(1)

 

 

(Expressed in millions of U.S. dollars,   Three-month period ended
June 30,
     Percentage
except percentages)  2022  2023  Change  Change
Voyage revenue  $290.9   $365.9   $75.0    25.8%
Income from investments in leaseback vessels   -    1.5    1.5    n.m. 
Voyage expenses   (11.3)   (69.4)   58.1    n.m. 
Charter-in hire expenses   -    (74.6)   74.6    n.m. 
Voyage expenses – related parties   (4.0)   (3.4)   (0.6)   (15.0%)
Vessels’ operating expenses   (67.6)   (62.9)   (4.7)   (7.0%)
General and administrative expenses   (3.5)   (4.1)   0.6    17.1%
Management and agency fees – related parties   (11.0)   (14.9)   3.9    35.5%
General and administrative expenses - non-cash component   (1.8)   (1.4)   (0.4)   (22.2%)
Amortization of dry-docking and special survey costs   (2.9)   (4.7)   1.8    62.1%
Depreciation   (41.3)   (41.3)   -    n.m. 
Gain on sale of vessels, net   3.5    31.3    27.8    n.m. 
Foreign exchange gains   0.3    0.6    0.3    100.0%
Interest income   0.1    9.7    9.6    n.m. 
Interest and finance costs   (30.1)   (36.5)   6.4    21.3%
Income from equity method investments   0.5    0.2    (0.3)   (60.0%)
Other   1.2    1.2    -    n.m. 
Loss on derivative instruments, net   (1.0)   (29.8)   28.8    n.m. 
Net Income  $122.0   $67.4           

 

 1 

 

(Expressed in millions of U.S. dollars,  Three-month period ended
June 30,
     Percentage
except percentages)  2022  2023  Change  Change
Voyage revenue  $290.9   $365.9   $75.0    25.8%
Accrued charter revenue   1.7    2.8    1.1    64.7%
Amortization of time charter assumed   -    -    -    n.m. 
Voyage revenue adjusted on a cash basis (1)  $292.6   $368.7   $76.1    26.0%

 

 

Vessels’ operational data  Three-month period ended
June 30,
     Percentage
   2022  2023  Change  Change
Average number of vessels   117.7    110.1    (7.6)   (6.5%)
Ownership days   10,715    10,020    (695)   (6.5%)
Number of vessels under dry-docking and special survey   10    3    (7)     

 

(1) Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. generally accepted accounting principles (“GAAP”). Refer to “Consolidated Financial Results and Vessels’ Operational Data” above for the reconciliation of Voyage revenue adjusted on a cash basis.

 

Voyage Revenue

 

Voyage revenue increased by 25.8%, or $75.0 million, to $365.9 million during the three-month period ended June 30, 2023, from $290.9 million during the three-month period ended June 30, 2022. The increase is mainly attributable to (i) revenue earned by CBI, which was fully operational in the second quarter of 2023 and (ii) increased charter rates in certain of our container vessels; partly off-set by decreased charter rates in certain of our dry bulk vessels and by revenue not earned by five container vessels and four dry bulk vessels sold during 2022 and the first half of 2023.

 

Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”) increased by 26.0%, or $76.1 million, to $368.7 million during the three-month period ended June 30, 2023, from $292.6 million during the three-month period ended June 30, 2022. Accrued charter revenue for the three-month periods ended June 30, 2023 and 2022 was a positive amount of $2.8 million and $1.7 million, respectively.

 

Income from investments in leaseback vessels

 

Income from investments in leaseback vessels was $1.5 million for the three-month period ended June 30, 2023. Income from investments in leaseback vessels was earned from NML’s operations during the second quarter of 2023. NML acquires, owns and bareboat charters out vessels through its wholly-owned subsidiaries. NML is included in our consolidated financial statements.

 

Voyage Expenses

 

Voyage expenses were $69.4 million and $11.3 million for the three-month periods ended June 30, 2023 and 2022, respectively. Voyage expenses increased, period over period, mainly due to the operations of CBI which is fully operational since the first quarter of 2023. Voyage expenses mainly include (i) fuel consumption mainly related to dry bulk vessels, (ii) third-party commissions, (iii) port expenses and (iv) canal tolls.

 

Charter-in Hire Expenses

 

Charter-in hire expenses were $74.6 million and nil for the three-month periods ended June 30, 2023 and 2022, respectively. Charter-in hire expenses are expenses relating to chartering-in of third-party dry bulk vessels under charter agreements through CBI.

 

Voyage Expenses – related parties

 

Voyage expenses – related parties were $3.4 million and $4.0 million for the three-month periods ended June 30, 2023 and 2022, respectively. Voyage expenses – related parties represent (i) fees of 1.25%, in the aggregate, on voyage revenues earned by our owned fleet charged by a related manager and a related service provider and (ii) charter brokerage fees (in respect of our container vessels) payable to two related charter brokerage companies for an amount of approximately $0.3 million and $0.4 million, in the aggregate, for the three-month periods ended June 30, 2023 and 2022, respectively.

 

 2 

 

Vessels’ Operating Expenses

 

Vessels’ operating expenses, which also include the realized gain/(loss) under derivative contracts entered into in relation to foreign currency exposure, were $62.9 million and $67.6 million during the three-month periods ended June 30, 2023 and 2022, respectively. Daily vessels’ operating expenses were $6,281 and $6,309 for the three-month periods ended June 30, 2023 and 2022, respectively. Daily operating expenses are calculated as vessels’ operating expenses for the period over the ownership days of the period.

 

General and Administrative Expenses

 

General and administrative expenses were $4.1 million and $3.5 million during the three-month periods ended June 30, 2023 and 2022, respectively, and include amounts of $0.67 million and $0.67 million, respectively, that were paid to a related service provider.

 

Management and Agency Fees – related parties

 

Management fees charged by our related managers were $11.0 million and $11.0 million during the three-month periods ended June 30, 2023 and 2022, respectively. Furthermore, during the three-month period ended June 30, 2023, agency fees of $3.9 million, in aggregate, were charged by three related agency companies in connection with the operations of CBI.

 

General and Administrative Expenses - non-cash component

 

General and administrative expenses - non-cash component for the three-month period ended June 30, 2023 amounted to $1.4 million, representing the value of the shares issued to a related service provider on June 30, 2023. General and administrative expenses - non-cash component for the three-month period ended June 30, 2022 amounted to $1.8 million, representing the value of the shares issued to a related service provider on June 30, 2022.

 

Amortization of Dry-Docking and Special Survey Costs

 

Amortization of deferred dry-docking and special survey costs was $4.7 million and $2.9 million during the three-month periods ended June 30, 2023 and 2022, respectively. During the three-month period ended June 30, 2023, one vessel underwent and completed her dry-docking and special survey and two vessels were in the process of completing their dry-docking and special survey. During the three-month period ended June 30, 2022, seven vessels underwent and completed their dry-docking and special survey and three vessels were in the process of completing their dry-docking and special survey.

 

Depreciation

 

Depreciation expense for the three-month periods ended June 30, 2023 and 2022 was $41.3 million and $41.3 million, respectively.

 

Gain on Sale of Vessels, net

 

During the three-month period ended June 30, 2023, we recorded an aggregate net gain of $31.3 million from (i) the sale of the dry-bulk vessel Taibo, which was classified as vessel held for sale as of March 31, 2023, (ii) the sale of the dry-bulk vessel Comity and (iii) the result of the accounting classification of the container vessels Vela and Vulpecula as “Net investment in sales type lease (Vessels)”. During the three-month period ended June 30, 2022, we recorded a gain of $3.5 million from the sale of the dry-bulk vessel Thunder, which was classified as vessel held for sale during the first quarter of 2022.

 

Interest Income

 

Interest income amounted to $9.7 million and $0.1 million for the three-month periods ended June 30, 2023 and 2022, respectively.

 

Interest and Finance Costs

 

Interest and finance costs were $36.5 million and $30.1 million during the three-month periods ended June 30, 2023 and 2022, respectively. The increase is mainly attributable to the increased interest expense due to increased financing costs during the three-month period ended June 30, 2023 compared to the three-month period ended June 30, 2022.

 

 

 3 

 

Income from Equity Method Investments

 

Income from equity method investments for the three-month period ended June 30, 2023 was $0.2 million (Income of $0.5 million for the three-month period ended June 30, 2022) representing our share of the gain in jointly owned companies set up pursuant to the Framework Deed. During the three-month period ended June 30, 2023, we (i) sold our 49% equity interest in the company owning the 2018-built, 3,800 TEU capacity containership, Polar Argentina to York Capital and (ii) acquired the 51% equity interest of York Capital of the 2018-built, 3,800 TEU capacity containership Polar Brasil and as a result we obtained 100% of the equity interest in the vessel. As of June 30, 2023 and 2022 three and six companies, respectively, were jointly owned pursuant to the Framework Deed out of which two and four companies, respectively, owned container vessels.

 

Loss on Derivative Instruments, net

 

As of June 30, 2023, we hold derivative financial instruments that qualify for hedge accounting and derivative financial instruments that do not qualify for hedge accounting. The change in the fair value of each derivative instrument that qualifies for hedge accounting is recorded in “Other Comprehensive Income” (“OCI”). The change in the fair value of each derivative instrument that does not qualify for hedge accounting is recorded in the consolidated statements of income.

 

As of June 30, 2023, the fair value of these instruments, in aggregate, amounted to a net asset of $40.0 million. During the three-month period ended June 30, 2023, a net gain of $13.1 million has been included in OCI and a net loss of $29.8 million has been included in Loss on Derivative Instruments, net.

 

Cash Flows

Three-month periods ended June 30, 2023 and 2022

 

Condensed cash flows  Three-month period ended
June 30,
(Expressed in millions of U.S. dollars)  2022  2023
Net Cash Provided by Operating Activities  $161.1   $66.3 
Net Cash Provided by / (Used in) Investing Activities  $24.9   $(77.2)
Net Cash Provided by / (Used in) Financing Activities  $14.0   $(158.4)

 

Net Cash Provided by Operating Activities

 

Net cash flows provided by operating activities for the three-month period ended June 30, 2023, decreased by $94.8 million to $66.3 million, from $161.1 million for the three-month period ended June 30, 2022. The decrease is mainly attributable to the unfavorable change in working capital position, excluding the current portion of long-term debt and the accrued charter revenue (representing the difference between cash received in that period and revenue recognized on a straight-line basis) of $58.4 million, by the increased payments for interest (including swap net receipts) of $9.4 million during the three-month period ended June 30, 2023 compared to the three-month period ended June 30, 2022; partly offset by the increased cash from operations of $77.5 million, mainly due to revenue earned by CBI, which was fully operational in the second quarter of 2023 and by the decreased dry-docking and special survey costs of $9.8 million during the three-month period ended June 30, 2023 compared to the three-month period ended June 30, 2022.

 

Net Cash Provided by / (Used in) Investing Activities

 

Net cash used in investing activities was $77.2 million in the three-month period ended June 30, 2023, which mainly consisted of (i) payments for the purchase of short-term investments in US Treasury Bills, (ii) payments for upgrades for certain of our container and dry bulk vessels, (iii) an advance payment for the acquisition of one secondhand dry bulk vessel and (iv) payments for net investments into which NML entered; partly offset by the proceeds we received from the sale of the dry bulk vessels Taibo and Comity and the maturity of part of our short-term investments in US Treasury Bills.

 

Net cash provided by investing activities was $24.9 million in the three-month period ended June 30, 2022, which mainly consisted of proceeds we received from (i) the sale of the dry bulk vessel Thunder and (ii) the maturity of short-term investments in US Treasury Bills; partly off-set by payments (i) for upgrades for certain of our container and dry bulk vessels and (ii) for the purchase of short-term investments in US Treasury Bills.

 

 

 

 4 

 

Net Cash Provided by / (Used in) Financing Activities

 

Net cash used in financing activities was $158.4 million in the three-month period ended June 30, 2023, which mainly consisted of (a) $90.8 million net payments relating to our debt financing agreements (including proceeds of $158.9 million we received from three debt financing agreements), (b) $31.2 million we paid for the re-purchase of 3.5 million of our common shares, (c) $10.0 million we paid for dividends to holders of our common stock for the first quarter of 2023 and (d) $0.9 million we paid for dividends to holders of our 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”), $2.1 million we paid for dividends to holders of our 8.500% Series C Cumulative Redeemable Perpetual Preferred Stock (“Series C Preferred Stock”), $2.2 million we paid for dividends to holders of our 8.75% Series D Cumulative Redeemable Perpetual Preferred Stock (“Series D Preferred Stock”) and $2.5 million we paid for dividends to holders of our 8.875% Series E Cumulative Redeemable Perpetual Preferred Stock (“Series E Preferred Stock”) for the period from January 15, 2023 to April 14, 2023.

 

Net cash provided by financing activities was $14.0 million in the three-month period ended June 30, 2022, which mainly consisted of (a) $143.5 million net proceeds relating to our debt financing agreements (including proceeds of $551.3 million we received from our debt financing agreements), (b) $52.4 million we paid for the re-purchase of 4.1 million of our common shares, (c) $57.5 million we paid for dividends to holders of our common stock for the first quarter of 2022 (including a special dividend to holders of our common stock of $46.7 million) and (d) $0.9 million we paid for dividends to holders of our Series B Preferred Stock, $2.1 million we paid for dividends to holders of our Series C Preferred Stock, $2.2 million we paid for dividends to holders of our Series D Preferred Stock and $2.5 million we paid for dividends to holders of our Series E Preferred Stock for the period from January 15, 2022 to April 14, 2022.

 

Results of Operations 

 

Six-month period ended June 30, 2023 compared to the six-month period ended June 30, 2022

 

During the six-month periods ended June 30, 2023 and 2022, we had an average of 111.4 and 117.6 vessels, respectively, in our owned fleet. In addition, during the six-month period ended June 30, 2023, through CBI we chartered-in an average of 26.8 third-party dry-bulk vessels. As of July 27, 2023, CBI has chartered-in 56 dry-bulk vessels on period charters.

 

During the six-month period ended June 30, 2023, we (i) sold our 49% equity interest in the company owning the 2018-built, 3,800 TEU capacity containership, Polar Argentina to York Capital and (ii) acquired the 51% equity interest of York Capital of the 2018-built, 3,800 TEU capacity containership Polar Brasil and as a result we obtained 100% of the equity interest in the vessel. Furthermore, during the six-month period ended June 30, 2023, we sold the container vessels Maersk Kalamata and Sealand Washington with an aggregate TEU capacity of 13,292 and the dry-bulk vessels Miner, Taibo and Comity with an aggregate DWT of 104,714.

 

During the six-month period ended June 30, 2022, we accepted delivery of (i) the secondhand container vessel Dyros with a TEU capacity of 4,578 and (ii) the secondhand dry bulk vessels Oracle, Libra and Norma with an aggregate DWT of 172,717. Furthermore, in the six-month period ended June 30, 2022, we sold the container vessel Messini, with a TEU capacity of 2,458, and the dry bulk vessel Thunder, with DWT of 57,334.

 

In March 2023, we entered into an agreement with NML and its shareholders pursuant to which we agreed to invest in NML’s ship sale and leaseback business up to $200 million in exchange for up to 40% of its ordinary shares and up to 79.05% of its preferred shares. In addition, we received a special ordinary share in NML which carries 75% of the voting rights of the ordinary shares providing control over NML. NML was established in 2021 to acquire and bareboat charter out vessels through wholly-owned subsidiaries. Up to June 30, 2023, we have invested in NML the amount of $37.8 million. NML is included in our consolidated financial statements.

 

In the six-month periods ended June 30, 2023 and 2022, our fleet ownership days totaled 20,163 and 21,279 days, respectively. Ownership days are one of the primary drivers of voyage revenue and vessels’ operating expenses and represent the aggregate number of days in a period during which each vessel in our fleet is owned. Furthermore, during the six-month period ended June 30, 2023, the days of the third-party vessels chartered-in through CBI were 4,843.

 

Consolidated Financial Results and Vessels’ Operational Data(1)

 

 

(Expressed in millions of U.S. dollars,  Six-month period
ended June 30,
     Percentage
except percentages)  2022  2023  Change  Change
Voyage revenue  $558.9   $614.7   $55.8    10.0%
Income from investments in lease back vessels   -    1.5    1.5    n.m. 
Voyage expenses   (19.8)   (101.0)   81.2    n.m. 
Charter-in hire expenses   -    (87.0)   87.0    n.m. 
Voyage expenses – related parties   (7.7)   (6.6)   (1.1)   (14.3%)
Vessels’ operating expenses   (133.4)   (130.6)   (2.8)   (2.1%)
General and administrative expenses   (6.7)   (8.5)   1.8    26.9%
Management and agency fees – related parties   (21.9)   (30.1)   8.2    37.4%
General and administrative expenses – non-cash component   (4.4)   (2.9)   (1.5)   (34.1%)
Amortization of dry-docking and special survey costs   (5.6)   (9.4)   3.8    67.9%
Depreciation   (82.5)   (82.4)   (0.1)   (0.1%)
Gain on sale of vessels, net   21.3    118.0    96.7    n.m. 
Foreign exchange gains   0.4    1.8    1.4    n.m. 
Interest income   0.1    16.4    16.3    n.m. 
Interest and finance costs   (55.2)   (73.3)   18.1    32.8%
Income / (Loss) from equity method investments   0.8    (1.1)   (1.9)   n.m. 
Other   1.6    3.8    2.2    n.m. 
Loss on derivative instruments, net   (0.9)   (7.0)   (6.1)   n.m. 
Net Income  $245.0   $216.3           

 

 5 

 

(Expressed in millions of U.S. dollars,  Six-month period
ended June 30,
     Percentage
except percentages)  2022  2023  Change  Change
Voyage revenue  $558.9   $614.7   $55.8    10.0%
Accrued charter revenue   5.1    0.5    (4.6)   (90.2%)
Amortization of time charter assumed   0.1    -    (0.1)   (100.0%)
Voyage revenue adjusted on a cash basis (1)  $564.1   $615.2   $51.1    9.1%

 

 

Vessels’ operational data  Six-month period
ended June 30,
     Percentage
   2022  2023  Change  Change
Average number of vessels   117.6    111.4    (6.2)   (5.3%)
Ownership days   21,279    20,163    (1,116)   (5.2%)
Number of vessels under dry-docking and special survey   12    12    -      

 

(1) Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. generally accepted accounting principles (“GAAP”). Refer to “Consolidated Financial Results and Vessels’ Operational Data” above for the reconciliation of Voyage revenue adjusted on a cash basis.

 

Voyage Revenue

 

Voyage revenue increased by 10.0%, or $55.8 million, to $614.7 million during the six-month period ended June 30, 2023, from $558.9 million during the six-month period ended June 30, 2022. The increase is mainly attributable to (i) revenue earned by CBI, which was fully operational in the first half of 2023 and (ii) increased charter rates in certain of our container vessels; partly off-set by decreased charter rates in certain of our dry bulk vessels, by revenue not earned by six container vessels and four dry bulk vessels sold during 2022 and the first half of 2023 and increased off-hire days in the first half of 2023 compared to the first half of 2022.

 

Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”) increased by 9.1%, or $51.1 million, to $615.2 million during the six-month period ended June 30, 2023, from $564.1 million during the six-month period ended June 30, 2022. Accrued charter revenue for the six-month periods ended June 30, 2023 and 2022 was a positive amount of $0.5 million and $5.1 million, respectively.

 

 

 6 

 

Income from investments in leaseback vessels

 

Income from investments in leaseback vessels was $1.5 million for the six-month period ended June 30, 2023. Income from investments in leaseback vessels was earned from NML’s operations during the second quarter of 2023. NML acquires, owns and bareboat charters out vessels through its wholly-owned subsidiaries. NML is included in our consolidated financial statements.

 

Voyage Expenses

 

Voyage expenses were $101.0 million and $19.8 million for the six-month periods ended June 30, 2023 and 2022, respectively. Voyage expenses increased, period over period, mainly due to the operations of CBI which was fully operational during the six-month period ended June 30, 2023 and to the increased repositioning expenses of certain of our owned dry-bulk vessels during the first quarter of 2023. Voyage expenses mainly include (i) fuel consumption mainly related to dry bulk vessels, (ii) third-party commissions, (iii) port expenses and (iv) canal tolls.

 

Charter-in Hire Expenses

 

Charter-in hire expenses were $87.0 million and nil for the six-month periods ended June 30, 2023 and 2022, respectively. Charter-in hire expenses are expenses relating to chartering-in of third-party dry bulk vessels under charter agreements through CBI.

 

 

 

 

 

Voyage Expenses – related parties

 

Voyage expenses – related parties were $6.6 million and $7.7 million for the six-month periods ended June 30, 2023 and 2022, respectively. Voyage expenses – related parties represent (i) fees of 1.25%, in the aggregate, on voyage revenues earned by our owned fleet charged by a related manager and a related service provider and (ii) charter brokerage fees (in respect of our container vessels) payable to two related charter brokerage companies for an amount of approximately $0.7 million and $0.8 million, in the aggregate, for the six-month periods ended June 30, 2023 and 2022, respectively.

 

Vessels’ Operating Expenses

 

Vessels’ operating expenses, which also include the realized gain/(loss) under derivative contracts entered into in relation to foreign currency exposure, were $130.6 million and $133.4 million during the six-month periods ended June 30, 2023 and 2022, respectively. Daily vessels’ operating expenses were $6,478 and $6,267 for the six-month periods ended June 30, 2023 and 2022, respectively. Daily operating expenses are calculated as vessels’ operating expenses for the period over the ownership days of the period.

 

General and Administrative Expenses

 

General and administrative expenses were $8.5 million and $6.7 million during the six-month periods ended June 30, 2023 and 2022, respectively, and include amounts of $1.3 million and $1.3 million, respectively, that were paid to a related service provider.

 

Management and Agency Fees – related parties

 

Management fees charged by our related managers were $21.7 million and $21.9 million during the six-month periods ended June 30, 2023 and 2022, respectively. Furthermore, during the six-month period ended June 30, 2023, agency fees of $8.4 million, in aggregate, were charged by three related agency companies in connection with the operations of CBI.

 

General and Administrative Expenses – non-cash component

 

General and administrative expenses – non-cash component for the six-month period ended June 30, 2023 amounted to $2.9 million, representing the value of the shares issued to a related service provider on March 30, 2023 and June 30, 2023. General and administrative expenses – non-cash component for the six-month period ended June 30, 2022 amounted to $4.4 million, representing the value of the shares issued to a related service provider on March 30, 2022 and June 30, 2022.

 

 

 

 

 

 7 

 

Amortization of Dry-Docking and Special Survey Costs

 

Amortization of deferred dry-docking and special survey costs was $9.4 million and $5.6 million during the six-month periods ended June 30, 2023 and 2022, respectively. During the six-month period ended June 30, 2023, ten vessels underwent and completed their dry-docking and special survey and two vessels were in the process of completing their dry-docking and special survey. During the six-month period ended June 30, 2022, nine vessels underwent and completed their dry-docking and special survey and three vessels were in the process of completing their dry-docking and special survey.

 

Depreciation

 

Depreciation expense for the six-month periods ended June 30, 2023 and 2022 was $82.4 million and $82.5 million, respectively.

 

Gain on Sale of Vessels, net

 

During the six-month period ended June 30, 2023, we recorded an aggregate net gain of $118.0 million from (i) the sale of the container vessels Maersk Kalamata and Sealand Washington, which were classified as vessels held for sale as of December 31, 2022 (initially classified as vessels held for sale as of March 31, 2022), (ii) the sale of the dry-bulk vessel Taibo, which was classified as vessel held for sale as of March 31, 2023, (iii) the sale of the dry-bulk vessels Miner and Comity and (iv) the result of the accounting classification of the container vessels Vela and Vulpecula as “Net investment in sales type lease (Vessels)”. During the six-month period ended June 30, 2022, we recorded an aggregate gain of $21.3 million from the sale of the container vessel Messini (vessel classified as held for sale during the fourth quarter of 2021) and the dry-bulk vessel Thunder (vessel classified as held for sale during the first quarter of 2022).

 

Interest Income

 

Interest income amounted to $16.4 million and $0.1 million for the six-month periods ended June 30, 2023 and 2022, respectively.

 

Interest and Finance Costs

 

Interest and finance costs were $73.3 million and $55.2 million during the six-month periods ended June 30, 2023 and 2022, respectively. The increase is mainly attributable to the increased interest expense due to increased financing costs during the six-month period ended June 30, 2023 compared to the six-month period ended June 30, 2022.

 

Income / (Loss) from Equity Method Investments

 

Loss from equity method investments for the six-month period ended June 30, 2023 was $1.1 million (Income of $0.8 million for the six-month period ended June 30, 2022) representing our share of the loss in jointly owned companies set up pursuant to the Framework Deed. During the six-month period ended June 30, 2023, we (i) sold our 49% equity interest in the company owning the 2018-built, 3,800 TEU capacity containership, Polar Argentina to York Capital and (ii) acquired the 51% equity interest of York Capital of the 2018-built, 3,800 TEU capacity containership Polar Brasil and as a result we obtained 100% of the equity interest in the vessel. As of June 30, 2023 and 2022 three and six companies, respectively, were jointly owned pursuant to the Framework Deed out of which two and four companies, respectively, owned container vessels.

 

Loss on Derivative Instruments, net

 

As of June 30, 2023, we hold derivative financial instruments that qualify for hedge accounting and derivative financial instruments that do not qualify for hedge accounting. The change in the fair value of each derivative instrument that qualifies for hedge accounting is recorded in “Other Comprehensive Income” (“OCI”). The change in the fair value of each derivative instrument that does not qualify for hedge accounting is recorded in the consolidated statements of income.

 

As of June 30, 2023, the fair value of these instruments, in aggregate, amounted to a net asset of $40.0 million. During the six-month period ended June 30, 2023, a net loss of $7.6 million has been included in OCI and a loss of $7.0 million has been included in Loss on Derivative Instruments, net.

 

Cash Flows

Six-month periods ended June 30, 2023 and 2022

 

Condensed cash flows  Six-month period ended June 30,
(Expressed in millions of U.S. dollars)  2022  2023
Net Cash Provided by Operating Activities  $315.4   $103.6 
Net Cash Provided by / (Used in) Investing Activities  $(21.9)  $114.0 
Net Cash Provided by / (Used in) Financing Activities  $40.9   $(253.0)

 

 8 

 

Net Cash Provided by Operating Activities

 

Net cash flows provided by operating activities for the six-month period ended June 30, 2023, decreased by $211.8 million to $103.6 million, from $315.4 million for the six-month period ended June 30, 2022. The decrease is mainly attributable to the unfavorable change in working capital position, excluding the current portion of long-term debt and the accrued charter revenue (representing the difference between cash received in that period and revenue recognized on a straight-line basis) of $105.0 million, by the increased payments for interest (including swap net receipts) of $22.0 million during the six-month period ended June 30, 2023 compared to the six-month period ended June 30, 2022 and by the increased dry-docking and special survey costs of $0.8 million during the six-month period ended June 30, 2023 compared to the six-month period ended June 30, 2022; partly offset by the increased cash from operations of $52.6 million, mainly due to revenue earned by CBI, which was fully operational in the first half of 2023.

 

Net Cash Provided by / (Used in) Investing Activities

 

Net cash provided by investing activities was $114.0 million in the six-month period ended June 30, 2023, which mainly consisted of proceeds we received from (i) the sale of the container vessels Sealand Washington and Maersk Kalamata and the dry bulk vessels Miner, Taibo and Comity and (ii) the maturity of part of our short-term investments in US Treasury Bills; partly off-set by payments for the purchase of short-term investments in US Treasury Bills, payments for upgrades for certain of our container and dry bulk vessels, an advance payment for the acquisition of one secondhand dry bulk vessel and payments for net investments into which NML entered.

 

Net cash used in investing activities was $21.9 million in the six-month period ended June 30, 2022, which mainly consisted of (i) payments for the acquisition of two secondhand dry bulk vessels, (ii) settlement payment for the delivery of one secondhand dry bulk vessel, (iii) payment for the purchase of short-term investments in US Treasury Bills and (iv) payments for upgrades for certain of our container and dry bulk vessels; partly off-set by proceeds we received from (i) the sale of the container vessel Messini and the dry bulk vessel Thunder and (ii) the maturity of short-term investments in US Treasury Bills.

 

Net Cash Provided by / (Used in) Financing Activities

 

Net cash used in financing activities was $253.0 million in the six-month period ended June 30, 2023, which mainly consisted of (a) $165.0 million net payments relating to our debt financing agreements (including proceeds of $481.8 million we received from four debt financing agreements), (b) $31.2 million we paid for the re-purchase of 3.5 million of our common shares, (c) $20.3 million we paid for dividends to holders of our common stock for the fourth quarter of 2022 and the first quarter of 2023 and (d) $1.9 million we paid for dividends to holders of our Series B Preferred Stock, $4.2 million we paid for dividends to holders of our Series C Preferred Stock, $4.4 million we paid for dividends to holders of our Series D Preferred Stock and $5.1 million we paid for dividends to holders of our Series E Preferred Stock for the period from October 15, 2022 to January 14, 2023 and January 15, 2023 to April 14, 2023.

 

Net cash provided by financing activities was $40.9 million in the six-month period ended June 30, 2022, which mainly consisted of (a) $191.4 million net proceeds relating to our debt financing agreements (including proceeds of $770.4 million we received from our debt financing agreements), (b) $68.2 million we paid for dividends to holders of our common stock for the fourth quarter of 2021 and the first quarter of 2022 (including a special dividend paid to holders of our common stock of $46.7 million for the first quarter of 2022) and (c) $1.9 million we paid for dividends to holders of our Series B Preferred Stock, $4.2 million we paid for dividends to holders of our Series C Preferred Stock, $4.4 million we paid for dividends to holders of our Series D Preferred Stock and $5.1 million we paid for dividends to holders of our Series E Preferred Stock for the period from October 15, 2021 to January 14, 2022 and January 15, 2022 to April 14, 2022.

 

Liquidity and Unencumbered Vessels

 

Cash and cash equivalents

 

As of June 30, 2023, we had Cash and cash equivalents (including restricted cash) of $776.2 million, $148.0 million invested in short-dated US Treasury Bills (Short-term investments) and $47.5 million margin deposits in relation to our FFAs. Furthermore, as of June 30, 2023, our liquidity stood at $1,059.0 million including (a) our share of cash amounting to $3.1 million held in joint venture companies set up pursuant to the Framework Deed and (b) $84.2 million of available undrawn funds from one hunting license facility.

 9 

 

Debt-free vessels

 

As of July 27, 2023, the following vessels were free of debt.

Unencumbered Vessels

(Refer to Fleet list for full details)

 

Vessel Name  Year
Built
  TEU
Capacity
Containerships        
KURE  1996   7,403 
MAERSK KOWLOON  2005   7,471 
ETOILE  2005   2,556 
MICHIGAN  2008   1,300 
MONEMVASIA (*)  1998   2,472 
ARKADIA (*)  2001   1,550 
         
(*) Vessels acquired pursuant to the Framework Deed.     

 

Conference Call details:

 

On Friday, July 28, 2023 at 8:30 a.m. EST, Costamare’s management team will hold a conference call to discuss the financial results. Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1-844-887-9405 (from the US), 0808-238-9064 (from the UK) or +1-412-317-9258 (from outside the US and the UK). Please quote “Costamare”. A replay of the conference call will be available until August 4, 2023. The United States replay number is +1-877-344-7529; the standard international replay number is +1-412-317-0088; and the access code required for the replay is: 9454158.

 

Live webcast:

There will also be a simultaneous live webcast over the Internet, through the Costamare Inc. website (www.costamare.com). Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.

 

About Costamare Inc.

 

Costamare Inc. is one of the world’s leading owners and providers of containerships and dry bulk vessels for charter. The Company has 49 years of history in the international shipping industry and a fleet of 70 containerships, with a total capacity of approximately 520,000 TEU and 44 dry bulk vessels with a total capacity of approximately 2,687,000 DWT (including two secondhand vessels that we have agreed to acquire). The Company also has a dry bulk operating platform which charters in/out dry bulk vessels, enters into contracts of affreightment, forward freight agreements and may also utilize hedging solutions. The Company participates in a leasing business that provides financing to third-party owners. The Company’s common stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock trade on the New York Stock Exchange under the symbols “CMRE”, “CMRE PR B”, “CMRE PR C”, “CMRE PR D” and “CMRE PR E”, respectively.

 

Forward-Looking Statements

 

This earnings release contains “forward-looking statements”. In some cases, you can identify these statements by forward-looking words such as “believe”, “intend”, “anticipate”, “estimate”, “project”, “forecast”, “plan”, “potential”, “may”, “should”, “could”, “expect” and similar expressions. These statements are not historical facts but instead represent only Costamare’s belief regarding future results, many of which, by their nature, are inherently uncertain and outside of Costamare’s control. It is possible that actual results may differ, possibly materially, from those anticipated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect future results, see the discussion in the Company’s Annual Report on Form 20-F (File No. 001-34934) under the caption “Risk Factors”.

 

Company Contacts:

 

Gregory Zikos – Chief Financial Officer
Konstantinos Tsakalidis – Business Development

 

Costamare Inc., Monaco
Tel: (+377) 93 25 09 40

Email: ir@costamare.com

 

 

 10 

 

Containership Fleet List

 

The table below provides additional information, as of July 27, 2023, about our fleet of containerships, the vessels acquired pursuant to the Framework Deed and those vessels subject to sale and leaseback agreements. Each vessel is a cellular containership, meaning it is a dedicated container vessel.

 

 

 

Vessel Name Charterer Year
Built
Capacity
(TEU)
Current Daily
Charter Rate(1)
(U.S. dollars)
Expiration of
Charter(2)
1 TRITON Evergreen 2016 14,424  (*) March 2026
2 TITAN(ii) Evergreen 2016 14,424  (*) April 2026
3 TALOS(ii) Evergreen 2016 14,424  (*) July 2026
4 TAURUS(ii) Evergreen 2016 14,424  (*) August 2026
5 THESEUS(ii) Evergreen 2016 14,424  (*) August 2026
6 YM TRIUMPH(ii) Yang Ming 2020 12,690  (*) May 2030
7 YM TRUTH(ii) Yang Ming 2020 12,690  (*) May 2030
8 YM TOTALITY(ii) Yang Ming 2020 12,690  (*) July 2030
9 YM TARGET(ii) Yang Ming 2021 12,690  (*) November 2030
10 YM TIPTOP(ii) Yang Ming 2021 12,690  (*) March 2031
11 CAPE AKRITAS MSC 2016 11,010 33,000  August 2031
12 CAPE TAINARO MSC 2017 11,010 33,000 April 2031
13 CAPE KORTIA MSC 2017 11,010 33,000 August 2031
14 CAPE SOUNIO MSC 2017 11,010 33,000 April 2031
15 CAPE ARTEMISIO Hapag Lloyd/(*) 2017 11,010 36,650/(*) March 2030(3)
16 ZIM SHANGHAI ZIM 2006 9,469  72,700 July 2025
17 ZIM YANTIAN ZIM 2006 9,469  72,700 June 2025
18 YANTIAN COSCO 2006 9,469 39,600 February 2024
19 COSCO HELLAS COSCO 2006 9,469 39,600 February 2024
20 BEIJING COSCO 2006 9,469 39,600 March 2024
21 MSC AZOV MSC 2014 9,403 46,300 December 2026(4)
22 MSC AMALFI MSC 2014 9,403 46,300 March 2027(5)
23 MSC AJACCIO MSC 2014 9,403 46,300 February 2027(6)
24 MSC ATHENS MSC 2013 8,827 35,300 January 2026
25 MSC ATHOS MSC 2013 8,827 35,300 February 2026
26 VALOR Hapag Lloyd/(*) 2013 8,827 32,400/(*) April 2030(7)
27 VALUE Hapag Lloyd/(*) 2013 8,827  32,400/(*) April 2030(8)
28 VALIANT Hapag Lloyd/(*) 2013 8,827  32,400/(*) June 2030(9)
29 VALENCE Hapag Lloyd/(*) 2013 8,827 32,400/(*) July 2030(10)
30 VANTAGE Hapag Lloyd/(*) 2013 8,827 32,400/(*) September 2030(11)
31 NAVARINO MSC/(*) 2010 8,531 31,000/(*) March 2029(12)
32 MAERSK KLEVEN Maersk/MSC 1996 8,044 25,000/41,500 September 2026(13)
33 MAERSK KOTKA Maersk/MSC 1996 8,044 25,000/41,500 September 2026(13)
34 MAERSK KOWLOON Maersk 2005 7,471 18,500 August 2025
35 KURE MSC 1996 7,403 41,500 July 2026
36 METHONI Maersk 2003 6,724 46,500 August 2026
37 PORTO CHELI Maersk 2001 6,712 30,075 June 2026
38 ZIM TAMPA ZIM 2000 6,648 45,000 July 2025
39 ZIM VIETNAM ZIM 2003 6,644 53,000 October 2025
40 ZIM AMERICA ZIM 2003 6,644 53,000 October 2025
41 ARIES  (*) 2004 6,492 58,500 March 2026
42 ARGUS  (*) 2004 6,492 58,500 April 2026
43 PORTO KAGIO Maersk 2002 5,908 28,822 June 2026
44 GLEN CANYON ZIM 2006 5,642 62,500 June 2025
45 PORTO GERMENO Maersk 2002 5,570 28,822 June 2026
46 LEONIDIO Maersk 2014 4,957 14,200 December 2024(14)

 

 11 

 

 

 

Vessel Name Charterer Year
Built
Capacity
(TEU)
Current Daily
Charter Rate(1)
(U.S. dollars)
Expiration of
Charter(2)
47 KYPARISSIA Maersk 2014 4,957 14,200 November 2024(14)
48 MEGALOPOLIS Maersk 2013 4,957 13,500 July 2025(15)
49 MARATHOPOLIS Maersk 2013 4,957 13,500 July 2025(15)
50 OAKLAND CMA CGM 2000 4,890 21,000 August 2023
51 GIALOVA ZIM 2009 4,578 25,500 April 2024
52 DYROS Maersk 2008 4,578 22,750 January 2024
53 NORFOLK  (*) 2009 4,259  (*) March 2025
54 VULPECULA ZIM 2010 4,258

43,250

(on average)

May 2028(16)
55 VOLANS Hapag Lloyd 2010 4,258 21,750 June 2024(17)
56 VIRGO Maersk 2009 4,258 30,200 February 2024
57 VELA ZIM 2009 4,258

43,250

(on average)

April 2028(18)
58 ANDROUSA  (*) 2010 4,256  (*) May 2024
59 NEOKASTRO CMA CGM 2011 4,178 39,000 February 2027
60 ULSAN Maersk 2002 4,132 34,730 January 2026
61 POLAR BRASIL (ii)   Maersk 2018 3,800 19,700 January 2025(19)
62 LAKONIA COSCO 2004 2,586 26,500 March 2025
63 SCORPIUS Hapag Lloyd 2007 2,572 17,750 May 2024
64 ETOILE  (*) 2005 2,556  (*) June 2026
65 AREOPOLIS COSCO 2000 2,474 26,500 April 2025
66 MONEMVASIA(i) (iii) - 1998 2,472 - Vessel scheduled to
be sold
67 ARKADIA(i) Swire Shipping 2001 1,550 14,250 February 2024
68 MICHIGAN MSC/(*) 2008 1,300 18,700/(*) October 2025(20)
69 TRADER (*)/(*) 2008 1,300 (*)/(*) October 2026(21)
70 LUEBECK MSC/(*) 2001 1,078 15,000/(*) April 2026(22)

 

(1)Daily charter rates are gross, unless stated otherwise. Amounts set out for current daily charter rate are the amounts contained in the charter contracts.
(2)Charter terms and expiration dates are based on the earliest date charters (unless otherwise noted) could expire.
(3)Cape Artemisio is currently chartered to Hapag Lloyd at a daily rate of $36,650 until March 12, 2025, at the earliest. Upon redelivery of the vessel from Hapag Lloyd, the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an undisclosed rate.
(4)This charter rate will be earned by MSC Azov until December 2, 2023. From the aforementioned date until the expiry of the charter, the daily rate will be $35,300.
(5)This charter rate will be earned by MSC Amalfi until March 16, 2024. From the aforementioned date until the expiry of the charter, the daily rate will be $35,300.
(6)This charter rate will be earned by MSC Ajaccio until February 1, 2024. From the aforementioned date until the expiry of the charter, the daily rate will be $35,300.
(7)Valor is currently chartered to Hapag Lloyd at a daily rate of $32,400 until April 3, 2025, at the earliest. Upon redelivery of the vessel from Hapag Lloyd, the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an undisclosed rate.
(8)Value is currently chartered to Hapag Lloyd at a daily rate of $32,400 until April 25, 2025, at the earliest. Upon redelivery of the vessel from Hapag Lloyd, the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an undisclosed rate.
(9)Valiant is currently chartered to Hapag Lloyd at a daily rate of $32,400 until June 5, 2025, at the earliest. Upon redelivery of the vessel from Hapag Lloyd, the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an undisclosed rate.
(10)Valence is currently chartered to Hapag Lloyd at a daily rate of $32,400 until July 3, 2025, at the earliest. Upon redelivery of the vessel from Hapag Lloyd, the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an undisclosed rate.
(11)Vantage is currently chartered to Hapag Lloyd at a daily rate of $32,400 until September 8, 2025, at the earliest. Upon redelivery of the vessel from Hapag Lloyd, the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an undisclosed rate.
 12 

 

(12)Navarino is currently chartered to MSC at a daily rate of $31,000 until March 1, 2025, at the earliest. Upon redelivery of the vessel from MSC, the vessel will commence a new charter with a leading liner company for a period of 48 to 52 months at an undisclosed rate.
(13)Upon redelivery of each vessel from Maersk between September 2023 and October 2023, each vessel will commence a new charter with MSC for a period of 36 to 38 months at a fixed daily rate of $41,500.
(14)Charterer has the option to extend the current time charter for an additional period of 12 to 24 months at a daily rate of $17,000.
(15)Charterer has the option to extend the current time charter for an additional period of approximately 24 months at a daily rate of $14,500.
(16)Vulpecula is currently chartered to ZIM under a charterparty agreement which commenced in May 2023. The tenor of the charter is for a period of 60 to 64 months at a daily rate of $43,250, on average. For this charter, the daily rate will be $99,000 for the first 12 month period, $91,250 for the second 12 month period, $10,000 for the third 12 month period and $8,000 for the remaining duration of the charter.
(17)This charter shall commence around the end of July 2023.
(18)Vela is currently chartered to ZIM under a charterparty agreement which commenced in April 2023. The tenor of the charter is for a period of 60 to 64 months at a daily rate of $43,250, on average. For this charter, the daily rate will be $99,000 for the first 12 month period, $91,250 for the second 12 month period, $10,000 for the third 12 month period and $8,000 for the remaining duration of the charter.
(19)Charterer has the option to extend the current time charter for three additional one-year periods at a daily rate of $21,000.
(20)Michigan is currently chartered to MSC at a daily rate of $18,700 until October 2023, at the earliest. Upon redelivery of the vessel from MSC, the vessel will commence a new charter with a leading liner company for a period of 24 to 26 months at an undisclosed rate.
(21)Trader is currently chartered at an undisclosed rate until October 1, 2024, at the earliest. Upon redelivery of the vessel from its current charterer, the vessel will commence a new charter with a leading liner company for a period of 24 to 26 months at an undisclosed rate.
(22)Luebeck is currently chartered to MSC at a daily rate of $15,000 until April 2024, at the earliest. Upon redelivery of the vessel from MSC, the vessel will commence a new charter with a leading liner company for a period of 24 to 26 months at an undisclosed rate.

 

(i)Denotes vessels acquired pursuant to the Framework Deed. The Company holds an equity interest of 49% in each of the vessel-owning companies.
(ii)Denotes vessels subject to a sale and leaseback transaction.
(iii)Denotes vessel we have agreed to sell.

 

(*) Denotes charterer’s identity and/or current daily charter rates and/or charter expiration dates, which are treated as confidential.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 13 

 

Dry Bulk Vessel Fleet List

 

The tables below provide information, as of July 27, 2023 about our fleet of dry bulk vessels, including the vessels that we have agreed to acquire.

 

 

 

Vessel Name Year
Built
Capacity
(DWT)
 
1 AEOLIAN 2012 83,478  
2 GRENETA 2010 82,166  
3 HYDRUS 2011 81,601  
4 PHOENIX 2012 81,569  
5 BUILDER 2012 81,541  
6 FARMER 2012 81,541  
7 SAUVAN 2010 79,700  
8 ROSE 2008 76,619  
9 MERCHIA 2015 63,800  
10 SEABIRD 2016 63,553  
11 DAWN 2018 63,530  
12 ORION 2015 63,473  
13 DAMON 2012 63,227  
14 TITAN I 2009 58,090  
15 ERACLE 2012 58,018  
16 PYTHIAS 2010 58,018  
17 NORMA 2010 58,018  
18 ORACLE 2009 57,970  
19 CURACAO 2011 57,937  
20 URUGUAY 2011 57,937  
21 ATHENA 2012 57,809  
22 SERENA 2010 57,266  
23 LIBRA 2010 56,729  
24 PEGASUS 2011 56,726  
25 MERIDA 2012 56,670  
26 CLARA 2008 56,557  
27 PEACE 2006 55,709  
28 PRIDE 2006 55,705  
29 BERMONDI 2009 55,469  
30 VERITY 2012 37,163  
31 PARITY 2012 37,152  
32 ACUITY 2011 37,149  
33 EQUITY 2013 37,071  
34 DISCOVERY 2012 37,019  
35 BERNIS 2011 34,627  
36 MANZANILLO 2010 34,426  
37 ADVENTURE 2011 33,755  
38 ALLIANCE 2012 33,751  
39 CETUS 2010 32,527  
40 PROGRESS 2011 32,400  
41 KONSTANTINOS 2012 32,178  
42 RESOURCE 2010 31,776  

 

 

 

 

 

 

 

 14 

 

Dry Bulk Vessels agreed to be acquired within Q3 2023

 

 

 

Vessel Name Year
Built
Capacity
(DWT)
 
1 AQUARANGE (tbr. DORADO) 2011 179,842  
2 AQUAENNA (tbr. ENNA) 2011 175,975  

 

 

 

 

 

 

 

 

 

 15 

 

Consolidated Statements of Income

 

   Six-months ended June 30,  Three-months ended June 30,
(Expressed in thousands of U.S. dollars, except share and per share amounts)  2022  2023  2022  2023
             
   (Unaudited)  (Unaudited)
REVENUES:            
Voyage revenue  $558,937   $614,712   $290,927   $365,943 
Income from investments in leaseback vessels   -    1,477    -    1,477 
Total revenues  $558,937   $616,189   $290,927   $367,420 
                     
EXPENSES:                    
Voyage expenses   (19,833)   (101,011)   (11,262)   (69,380)
Charter-in hire expenses   -    (86,961)   -    (74,556)
Voyage expenses – related parties   (7,740)   (6,636)   (3,995)   (3,425)
Vessels’ operating expenses   (133,351)   (130,607)   (67,604)   (62,933)
General and administrative expenses   (6,725)   (8,475)   (3,463)   (4,109)
Management and agency fees – related parties   (21,892)   (30,061)   (11,025)   (14,871)
General and administrative expenses – non-cash component   (4,360)   (2,854)   (1,808)   (1,446)
Amortization of dry-docking and special survey costs   (5,646)   (9,457)   (2,939)   (4,756)
Depreciation   (82,476)   (82,411)   (41,326)   (41,267)
Gain on sale of vessels, net   21,250    118,046    3,452    31,328 
Foreign exchange gains   387    1,829    277    560 
Operating income  $298,551   $277,591   $151,234   $122,565 
                     
OTHER INCOME / (EXPENSES):                    
Interest income  $138   $16,371   $124   $9,649 
Interest and finance costs   (55,211)   (73,337)   (30,081)   (36,457)
Income / (loss) from equity method investments   776    (1,137)   488    224 
Other   1,680    3,756    1,205    1,190 
Loss on derivative instruments, net   (910)   (6,986)   (983)   (29,777)
Total other expenses  $(53,527)  $(61,333)  $(29,247)  $(55,171)
Net Income  $245,024   $216,258   $121,987   $67,394 
Earnings allocated to Preferred Stock   (15,448)   (15,448)   (7,854)   (7,854)
Net loss attributable to the non-controlling interest   -    3,997    -    3,706 
Net Income available to common stockholders  $229,576   $204,807   $114,133   $63,246 
                     
                     
Earnings per common share, basic and diluted  $1.85   $1.67   $0.92   $0.52 
Weighted average number of shares, basic and diluted   124,228,628    122,560,175    124,306,059    122,588,759 

 

 16 

 

COSTAMARE INC.

Consolidated Balance Sheets

 

(Expressed in thousands of U.S. dollars)  As of December 31, 2022  As of June 30, 2023
ASSETS   (Audited)    (Unaudited) 
CURRENT ASSETS:          
Cash and cash equivalents  $718,049   $682,732 
Restricted cash   9,768    10,189 
Margin deposits   -    47,531 
Short-term investments   120,014    147,986 
Investment in leaseback vessels, current   -    12,522 
Net investment in sales type lease (Vessels), current   -    14,150 
Accounts receivable   26,943    41,843 
Inventories   28,039    54,436 
Due from related parties   3,838    1,331 
Fair value of derivatives   25,660    32,244 
Insurance claims receivable   5,410    14,459 
Vessels held for sale   55,195    - 
Time charter assumed   199    199 
Accrued charter revenue   10,885    10,158 
Prepayments and other   10,622    42,560 
Total current assets  $1,014,622   $1,112,340 
FIXED ASSETS, NET:          
Vessels and advances, net   3,666,861    3,539,869 
Total fixed assets, net  $3,666,861   $3,539,869 
NON-CURRENT ASSETS:          
Equity method investments  $20,971   $8,984 
Investment in leaseback vessels, non-current   -    68,247 
Deferred charges, net   55,035    63,271 

Finance leases, right-of-use assets (Vessels)

   -    39,916 
Net investment in sales type lease (Vessels), non-current   -    33,358 
Operating leases, right-of-use assets   -    301,801 
Accounts receivable, non-current   5,261    5,111 
Restricted cash   83,741    83,312 
Fair value of derivatives, non-current   37,643    39,167 
Accrued charter revenue, non-current   11,627    12,509 
Time charter assumed, non-current   468    369 
Total assets  $4,896,229   $5,308,254 
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES:          
Current portion of long-term debt  $320,114   $331,622 
Finance lease liability   -    2,592 
Operating lease liabilities, current portion   -    165,954 
Accounts payable   18,155    37,377 
Due to related parties   2,332    2,415 
Accrued liabilities   51,551    43,306 
Unearned revenue   25,227    52,362 
Fair value of derivatives   2,255    20,139 
Other current liabilities   3,456    5,369 
Total current liabilities  $423,090   $661,136 
NON-CURRENT LIABILITIES          
Long-term debt, net of current portion  $2,264,507   $2,099,584 
Finance lease liability, net of current portion   -    25,244 
Operating lease liabilities, non-current portion   -    135,847 
Fair value of derivatives, net of current portion   13,655    11,322 
Unearned revenue, net of current portion   34,540    31,342 
Other non-current liabilities   -    2,422 
Total non-current liabilities  $2,312,702   $2,305,761 
COMMITMENTS AND CONTINGENCIES          
Temporary equity – Redeemable non-controlling interest in subsidiary  $3,487   $(827)
STOCKHOLDERS’ EQUITY:          
Preferred stock  $-   $- 
Common stock   12    12 
Treasury stock   (60,095)   (91,256)
Additional paid-in capital   1,423,954    1,431,762 
Retained earnings   746,658    923,188 
Accumulated other comprehensive income   46,421    38,855 
Total Costamare Inc. stockholders’ equity  $2,156,950   $2,302,561 
Non-controlling interest   -    39,623 
Total stockholders’ equity   2,156,950    2,342,184 
Total liabilities and stockholders’ equity  $4,896,229   $5,308,254 

 

 17 

 

Financial Summary

 

   Six-month period ended
June 30,
  Three-month period ended
June 30,
(Expressed in thousands of U.S. dollars, except share and per share data)  2022  2023  2022  2023
          
             
Voyage revenue  $558,937   $614,712   $290,927   $365,943 
Income from investments in leaseback vessels   -   $1,477    -   $1,477 
                     
Accrued charter revenue (1)  $5,069   $531   $1,712   $2,796 
Amortization of time-charter assumed  $98   $29   $49   $(20)
Voyage revenue adjusted on a cash basis (2)  $564,104   $615,272   $292,688   $368,719 
                     
Adjusted Net Income available to common stockholders (3)  $223,058   $115,093   $118,563   $68,559 
Weighted Average number of shares    124,228,628    122,560,175    124,306,059    122,588,759 
Adjusted Earnings per share (3)  $1.80   $0.94   $0.95   $0.56 
                     
Net Income  $245,024   $216,258   $121,987   $67,394 
Net Income available to common stockholders  $229,576   $204,807   $114,133   $63,246 
Weighted Average number of shares   124,228,628    122,560,175    124,306,059    122,588,759 
Earnings per share  $1.85   $1.67   $0.92   $0.52 

 

 

(1) Accrued charter revenue represents the difference between cash received during the period and revenue recognized on a straight-line basis. In the early years of a charter with escalating charter rates, voyage revenue will exceed cash received during the period and during the last years of such charter cash received will exceed revenue recognized on a straight-line basis. The reverse is true for charters with descending rates.

(2) Voyage revenue adjusted on a cash basis represents Voyage revenue after adjusting for non-cash “Accrued charter revenue” recorded under charters with escalating charter rates. However, Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. GAAP. We believe that the presentation of Voyage revenue adjusted on a cash basis is useful to investors because it presents the charter revenue for the relevant period based on the then current daily charter rates. The increases or decreases in daily charter rates under our charter party agreements of our fleet are described in the notes to the “Fleet List” tables above.

(3) Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are non-GAAP measures. Refer to the reconciliation of Net Income to Adjusted Net Income and Adjusted Earnings per Share.

 

Non-GAAP Measures

 

The Company reports its financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures used in managing the business may provide users of these financial measures additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain items that impact the overall comparability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. The tables below set out supplemental financial data and corresponding reconciliations to GAAP financial measures for the three-month and the six-month periods ended June 30, 2023 and 2022. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, voyage revenue or net income as determined in accordance with GAAP. Non-GAAP financial measures include (i) Voyage revenue adjusted on a cash basis (reconciled above), (ii) Adjusted Net Income available to common stockholders and (iii) Adjusted Earnings per Share.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 18 

 

Reconciliation of Net Income to Adjusted Net Income available to common stockholders and Adjusted Earnings per Share

 

  

Six-month period ended

June 30,

 

Three-month period ended

June 30,

(Expressed in thousands of U.S. dollars, except share and per share data)  2022  2023  2022  2023
       
Net Income  $245,024   $216,258   $121,987   $67,394 
Earnings allocated to Preferred Stock   (15,448)   (15,448)   (7,854)   (7,854)
Non-Controlling Interest   -    3,997    -    3,706 
Net Income available to common stockholders   229,576    204,807    114,133    63,246 
Accrued charter revenue   5,069    531    1,712    2,796 
General and administrative expenses - non-cash component   4,360    2,854    1,808    1,446 
Amortization of Time charter assumed   98    29    49    (20)
Realized (gain) / loss on Euro/USD forward contracts (1)   950    (235)   619    (283)
Gain on sale of vessels, net   (21,250)   (118,046)   (3,452)   (31,328)
Loss on sale of vessel by a jointly owned company with York Capital included in equity loss on investments   -    2,065    -    36 
Non-recurring, non-cash write-off of loan deferred financing costs   2,339    1,439    1,705    465 
(Gain) / Loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   910    21,649    983    32,201 
Non-recurring payments for loan cancellation fees   1,006    -    1,006    - 
Adjusted Net Income available to common stockholders  $223,058   $115,093   $118,563   $68,559 
Adjusted Earnings per Share  $1.80   $0.94   $0.95   $0.56 
Weighted average number of shares   124,228,628    122,560,175    124,306,059    122,588,759 

 

Adjusted Net Income available to common stockholders and Adjusted Earnings per Share represent Net Income after earnings allocated to preferred stock and Non-Controlling Interest, but before non-cash “Accrued charter revenue” recorded under charters with escalating or descending charter rates, amortization of time-charter assumed, realized (gain)/loss on Euro/USD forward contracts, gain on sale of vessels, net, loss on sale of vessel by a jointly owned company with York Capital included in equity loss on investments, non-recurring, non-cash write-off of loan deferred financing costs, general and administrative expenses - non-cash component, (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments and non-recurring payments for loan cancellation fees. “Accrued charter revenue” is attributed to the timing difference between the revenue recognition and the cash collection. However, Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are not recognized measurements under U.S. GAAP. We believe that the presentation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful to investors because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We also believe that Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful in evaluating our ability to service additional debt and make capital expenditures. In addition, we believe that Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful in evaluating our operating performance and liquidity position compared to that of other companies in our industry because the calculation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share generally eliminates the effects of the accounting effects of capital expenditures and acquisitions, certain hedging instruments and other accounting treatments, items which may vary for different companies for reasons unrelated to overall operating performance and liquidity. In evaluating Adjusted Net Income available to common stockholders and Adjusted Earnings 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 Net Income available to common stockholders and Adjusted Earnings per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

 

(1) Items to consider for comparability include gains and charges. Gains positively impacting Net Income available to common stockholders are reflected as deductions to Adjusted Net Income available to common stockholders. Charges negatively impacting Net Income available to common stockholders are reflected as increases to Adjusted Net Income available to common stockholders.

 

 

 

 19 

 

Selected Segmental Financial Information and Reconciliation of Net Income/(Loss) per segment to Net Income/(Loss) per segment adjusted for (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments.

 

   For the six-month period ended June 30, 2023 
(Expressed in thousands of U.S. dollars)  Container
vessels
   Dry bulk
vessels
   CBI   NML   Other   Intersegment
Eliminations
   Total 
Total assets - June 30, 2023   3,240,823    724,177    508,833    98,280    738,859    (2,718)   5,308,254 
Voyage revenue   406,917    74,347    133,448    -    -    -    614,712 
Intersegment voyage revenue   -    3,079    -    -    -    (3,079)   - 
Income from investment in leaseback vessels   -    -    -    1,477    -    -    1,477 
Net Income / (Loss)   306,067    (31,715)   (57,516)   571    (1,149)   -    216,258 
(Gain)/Loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   959    3,076    17,614    -    -    -    21,649 
Net Income / (Loss) adjusted for (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   307,026    (28,639)   (39,902)   571    (1,149)   -    237,907 

 

   For the six-month period ended June 30, 2022 
(Expressed in thousands of U.S. dollars)  Container vessels   Dry bulk vessels   Other   Total 
Total assets - June 30, 2022   3,955,353    774,774    29,483    4,759,610 
Voyage revenue   380,260    178,677    -    558,937 
Net Income   168,559    75,689    776    245,024 
(Gain)/Loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   633    277    -    910 
Net Income / (Loss) adjusted for (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   169,192    75,966    776    245,934 

 

 

   For the three-month period ended June 30, 2023 
(Expressed in thousands of U.S. dollars)  Container
vessels
   Dry bulk
vessels
   CBI   NML   Other   Intersegment
Eliminations
   Total 
Total assets - June 30, 2023   3,240,823    724,177    508,833    98,280    738,859    (2,718)   5,308,254 
Voyage revenue   211,250    40,225    114,468    -    -    -    365,943 
Intersegment voyage revenue   -    1,375    -    -    -    (1,375)   - 
Income from investment in leaseback vessels   -    -    -    1,477    -    -    1,477 
Net Income / (Loss)   125,967    (5,722)   (53,635)   571    213    -    67,394 
(Gain)/Loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   1,400    1,940    28,861    -    -    -    32,201 
Net Income / (Loss) adjusted for (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   127,367    (3,782)   (24,774)   571    213    -    99,595 

 

 

 20 

 

   For the three-month period ended June 30, 2022 
(Expressed in thousands of U.S. dollars)  Container vessels   Dry bulk vessels   Other   Total 
Total assets - June 30, 2022   3,955,353    774,774    29,483    4,759,610 
Voyage revenue   190,783    100,144    -    290,927 
Net Income   73,476    48,023    488    121,987 
(Gain)/Loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   638    345    -    983 
Net Income / (Loss) adjusted for (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments   74,114    48,368    488    122,970 

 

 

 

“Net Income / (Loss) adjusted for (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments” represents Net Income before “(gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments”. “Net Income / (Loss) adjusted for (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments” is not a recognized measurement under U.S. GAAP. We believe that the presentation of “Net Income / (Loss) adjusted for (gain)/loss on derivative instruments, excluding realized (gain)/loss on derivative instruments” is useful because it provides investors with a measure of the operating results unaffected by volatility in the value of our currently held derivative instruments.

 

 

 

 

21

 

 


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