UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 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 x Form
40-F o
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2021 (File No. 333-254266), to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state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
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 1, 2023
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COSTAMARE INC. |
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By: |
/s/ Gregory G. Zikos |
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Name: |
Gregory G. Zikos |
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Title: |
Chief Financial Officer |
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Exhibit 99.1
COSTAMARE
INC. REPORTS RESULTS FOR THE THIRD QUARTER AND NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2023
Monaco, November 1, 2023 – Costamare Inc. (“Costamare”
or the “Company”) (NYSE: CMRE) today reported unaudited financial results for the third quarter (“Q3 2023”) and
nine-months ended September 30, 2023.
| I. | PROFITABILITY AND LIQUIDITY |
| | · | Q3 2023 Net Income available to common stockholders of $53.3 million ($0.45 per share). |
| | | |
| | · | Q3 2023 Adjusted Net Income available to common stockholders1 of $53.9 million ($0.46 per share). |
| | | |
| · | Q3 2023 liquidity of $996.9 million2. |
| II. | SHARE REPURCHASE PROGRAM TO DATE |
| · | Repurchase of 882,316 common shares, for a
total consideration of $10 million, since our Q2 2023 earnings press release. |
| · | Available funds remaining under the share repurchase program of $30 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 59 dry bulk vessels on period charters, consisting of: |
| - | 37 Newcastlemax/Capesize vessels |
| - | 22 Kamsarmax/Panamax vessels |
| · | All the chartered-in vessels have been delivered to CBI. |
| · | Majority of the fixed fleet is on index linked charter-in agreements. More specifically: |
| - | 34 Newcastlemax/Capesize vessels with an average tenor of 1.1 years. |
| - | 14 Kamsarmax/Panamax vessels with an average tenor of 0.4 years. |
| IV. | LEASE FINANCING PLATFORM |
| · | Controlling interest in Neptune Maritime Leasing Limited (“NML”). |
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| | · | Costamare equity investment of up to $200 million. |
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| | · | Company’s current investment in NML of $73.7 million. |
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| | · | Growing leasing platform, having funded 17 shipping assets, up to now, on the back of what we believe is a healthy pipeline. |
| · | Financing of the acquisition of two dry bulk vessels through an existing hunting license facility with a European financial institution.
Total amount drawn of approximately $27.5 million. |
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| | · | New commitment in the form of a hunting license facility for the financing of the acquisition of containerships and dry bulk vessels
for an aggregate amount of up to $60 million with a European financial institution, which is on a commitment status basis and subject
to final documentation. |
| · | Approximately $144.2 million available for the financing of future acquisitions for dry bulk and container vessels until December
20253. |
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| | · | No meaningful debt maturities until 2026. |
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VI. |
OWNED FLEET CHARTER UPDATE - FULLY EMPLOYED CONTAINERSHIP FLEET4 |
| · | 100%, 87% and 73% of the containership fleet5 fixed for 2023, 2024 and 2025, respectively. |
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| | · | Contracted
revenues for the containership fleet of approximately $2.7 billion with a TEU-weighted duration
of 3.7 years6. |
| | | |
| | · | Entered into more
than 50 chartering agreements for the owned dry bulk fleet since Q2 2023 earnings release. |
| VII. | SALE AND PURCHASE ACTIVITY |
| | | Vessel Acquisitions |
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| · | Conclusion of: |
| - | the acquisition of the 2011-built, 175,975
DWT capacity dry bulk vessel, Enna, in August 2023. |
| - | the acquisition of the 2011-built, 179,842
DWT capacity dry bulk vessel, Dorado, in August 2023. |
| - | the acquisition of the 2013-built, 61,424
DWT capacity dry bulk vessel, Arya, in September 2023. |
| | | Vessel Acquisitions |
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| · | Conclusion of: |
| - | the sale of the 1998-built, 2,472 TEU capacity containership, Monemvasia, in August 2023. Prior
to the conclusion of such sale, the Company owned 49% equity interest in the company owning this containership with the remaining equity
interest being owned by York Capital. |
| - | the sale of the 2000-built 4,890 TEU capacity containership, Oakland, in October 2023. |
| | · | Agreement for the sale of
the 2006-built, 55,709 DWT capacity dry bulk vessel, Peace. The sale is expected to
be concluded in Q4 2023. |
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| · | Agreement for the sale of the 2006-built, 55,705 DWT capacity dry bulk vessel, Pride. The sale is expected to be concluded
in Q4 2023. |
| VIII. | DIVIDEND ANNOUNCEMENTS |
| · | On October 2, 2023, the Company declared a dividend of $0.115 per share on the common stock, which is payable on November 6, 2023,
to holders of record of common stock as of October 20, 2023. |
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 $7.3 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”),
margin deposits relating to our forward freight agreements (“FFAs”) of $38.7 million and $144.2 million of available undrawn
funds from two hunting license facilities (one of which is on a commitment status basis and subject to final documentation).
3 Including the commitment under the hunting license facility of $60 million, which
is still subject to final documentation.
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.
6 As of October 31, 2023. Total contracted revenues and TEU-weighted remaining time
charter duration include our ownership percentage for one vessel owned pursuant to the Framework Deed.
| · | On October 2, 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 October 16, 2023 to holders of record as of October 13, 2023. |
Mr. Gregory Zikos, Chief Financial Officer of Costamare Inc., commented:
“During the third quarter of the year, the Company generated Net
Income of about $53 million. As of quarter end, liquidity was close to $1 billion.
In the containership sector, larger ships continue to enjoy a tight market,
while smaller vessels experience deteriorating conditions. Overall, the market outlook remains uncertain due to the large orderbook and
insufficient vessel demolition.
On the dry bulk side, as part of our strategy to renew the fleet and increase
its average size, we acquired one ultramax and two capesize vessels and at the same time we disposed of two older supramax vessels.
Our owned dry bulk vessels continue to trade on a spot basis while the
trading platform has grown to a fleet of 59 ships. Having invested $200 million in the dry bulk operating platform, we are committed long
term 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 for 17 ships in total, which are complemented by a healthy pipeline extending
over the coming quarters.
Finally, we continued our share repurchase program, and since our Q2 2023
earnings press release, we have bought $10 million worth of common shares highlighting our strong belief that the share price is heavily
undervalued considering both the Company’s performance and prospects.”
Financial Summary
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Nine-month period ended September 30, | |
Three-month period ended September 30, |
| (Expressed in thousands of U.S. dollars, except share and per share data) | |
2022 | |
2023 | |
2022 | |
2023 |
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| Voyage revenue | |
$ | 848,428 | | |
$ | 1,011,968 | | |
$ | 289,491 | | |
$ | 397,256 | |
| Accrued charter revenue (1) | |
$ | 782 | | |
$ | 4,515 | | |
$ | (4,287 | ) | |
$ | 3,984 | |
| Amortization of time-charter assumed | |
$ | 148 | | |
$ | (141 | ) | |
$ | 50 | | |
$ | (170 | ) |
| Voyage revenue adjusted on a cash basis (2) | |
$ | 849,358 | | |
$ | 1,016,342 | | |
$ | 285,254 | | |
$ | 401,070 | |
| Income from investments in leaseback vessels | |
| — | | |
$ | 4,591 | | |
| — | | |
$ | 3,114 | |
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| Adjusted Net Income available to common stockholders (3) | |
$ | 330,436 | | |
$ | 169,024 | | |
$ | 107,378 | | |
$ | 53,931 | |
| Weighted Average number of shares | |
| 123,295,035 | | |
| 121,059,768 | | |
| 121,458,291 | | |
| 118,107,881 | |
| Adjusted Earnings per share (3) | |
$ | 2.68 | | |
$ | 1.40 | | |
$ | 0.88 | | |
$ | 0.46 | |
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| Net Income | |
$ | 360,516 | | |
$ | 276,344 | | |
$ | 115,492 | | |
$ | 60,086 | |
| Net Income available to common stockholders | |
$ | 337,214 | | |
$ | 258,094 | | |
$ | 107,638 | | |
$ | 53,287 | |
| Weighted Average number of shares | |
| 123,295,035 | | |
| 121,059,768 | | |
| 121,458,291 | | |
| 118,107,881 | |
| Earnings per share | |
$ | 2.74 | | |
$ | 2.13 | | |
$ | 0.89 | | |
$ | 0.45 | |
(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 nine-month periods
ended September 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.
Exhibit I
Reconciliation of Net Income to Adjusted Net Income available to common stockholders and
Adjusted Earnings per Share
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Nine-month period ended
September 30, | |
Three-month period ended
September 30, |
| (Expressed in thousands of U.S. dollars, except share and per share data) | |
2022 | |
2023 | |
2022 | |
2023 |
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| Net Income | |
$ | 360,516 | | |
$ | 276,344 | | |
$ | 115,492 | | |
$ | 60,086 | |
| Earnings allocated to Preferred Stock | |
| (23,302 | ) | |
| (23,302 | ) | |
| (7,854 | ) | |
| (7,854 | ) |
| Non-Controlling Interest | |
| — | | |
| 5,052 | | |
| — | | |
| 1,055 | |
| Net Income available to common stockholders | |
| 337,214 | | |
| 258,094 | | |
| 107,638 | | |
| 53,287 | |
| Accrued charter revenue | |
| 782 | | |
| 4,515 | | |
| (4,287 | ) | |
| 3,984 | |
| General and administrative expenses - non-cash component | |
| 5,701 | | |
| 4,294 | | |
| 1,341 | | |
| 1,440 | |
| Amortization of Time charter assumed | |
| 148 | | |
| (141 | ) | |
| 50 | | |
| (170 | ) |
| Realized (gain) / loss on Euro/USD forward contracts (1) | |
| 1,806 | | |
| (536 | ) | |
| 856 | | |
| (301 | ) |
| Vessel’s impairment loss | |
| — | | |
| 229 | | |
| — | | |
| 229 | |
| Gain on sale of vessels, net | |
| (21,250 | ) | |
| (118,046 | ) | |
| — | | |
| — | |
| Loss on vessel held for sale | |
| — | | |
| 4,855 | | |
| — | | |
| 4,855 | |
| Loss / (Gain) on sale of vessels by jointly owned companies with York Capital included
in equity gain on investments (1) | |
| — | | |
| 493 | | |
| — | | |
| (1,572 | ) |
| Non-recurring, non-cash write-off of loan deferred financing costs | |
| 2,395 | | |
| 1,439 | | |
| 56 | | |
| — | |
| (Gain) / Loss on derivative instruments, excluding realized (gain)/loss on derivative instruments (1) | |
| 2,634 | | |
| 13,828 | | |
| 1,724 | | |
| (7,821 | ) |
| Non-recurring payments for loan cancellation fees | |
| 1,006 | | |
| — | | |
| — | | |
| — | |
| Adjusted Net Income available to common stockholders | |
$ | 330,436 | | |
$ | 169,024 | | |
$ | 107,378 | | |
$ | 53,931 | |
| Adjusted Earnings per Share | |
$ | 2.68 | | |
$ | 1.40 | | |
$ | 0.88 | | |
$ | 0.46 | |
| Weighted average number of shares | |
| 123,295,035 | | |
| 121,059,768 | | |
| 121,458,291 | | |
| 118,107,881 | |
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, loss
on vessel held for sale, realized (gain)/loss on Euro/USD forward contracts, vessel’s impairment loss, gain on sale of vessels,
net, loss/ (gain) on sale of vessels by jointly owned companies with York Capital included in equity gain 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 99.2
Financial Report
Results of Operations
Three-month period ended September 30, 2023 compared to the three-month
period ended September 30, 2022
During the three-month periods ended September 30, 2023 and 2022, we had
an average of 111.1 and 117.0 vessels, respectively, in our owned fleet. In addition, during the three-month period ended September 30,
2023, through our dry-bulk operating platform Costamare Bulkers Inc. (“CBI”), we chartered-in an average of 55.0 third-party
dry-bulk vessels. As of October 31, 2023, CBI has chartered-in 59 dry-bulk vessels on period charters.
During the three-month period ended September 30, 2023, we acquired the
secondhand dry-bulk vessels Enna, Dorado and Arya with an aggregate DWT of 417,241.
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 September 30, 2023, we have invested in
NML the amount of $73.7 million. During the three-month period ended September 30, 2023, NML is included in our consolidated
financial statements.
In the three-month periods ended September 30, 2023 and 2022, our fleet
ownership days totaled 10,222 and 10,764 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 September 30, 2023, the days of the third-party vessels chartered-in through CBI were 5,065.
Consolidated Financial Results and Vessels’ Operational Data(1)
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| Three-month
period ended September 30,
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| | | |
| Percentage | |
| (Expressed in millions of U.S. dollars, except percentages) | |
| 2022 | | |
| 2023 | | |
| Change | | |
| Change | |
| Voyage revenue | |
$ | 289.5 | | |
$ | 397.3 | | |
$ | 107.8 | | |
| 37.2 | % |
| Income from investments in leaseback vessels | |
| — | | |
| 3.1 | | |
| 3.1 | | |
| n.m. | |
| Voyage expenses | |
| (14.2 | ) | |
| (84.8 | ) | |
| 70.6 | | |
| n.m. | |
| Charter-in hire expenses | |
| — | | |
| (87.7 | ) | |
| 87.7 | | |
| n.m. | |
| Voyage expenses – related parties | |
| (4.0 | ) | |
| (3.6 | ) | |
| (0.4 | ) | |
| (10.0 | %) |
| Vessels’ operating expenses | |
| (65.0 | ) | |
| (63.5 | ) | |
| (1.5 | ) | |
| (2.3 | %) |
| General and administrative expenses | |
| (2.6 | ) | |
| (6.0 | ) | |
| 3.4 | | |
| 130.8 | % |
| Management and agency fees – related parties | |
| (11.0 | ) | |
| (13.9 | ) | |
| 2.9 | | |
| 26.4 | % |
| General and administrative expenses - non-cash component | |
| (1.3 | ) | |
| (1.4 | ) | |
| 0.1 | | |
| 7.7 | % |
| Amortization of dry-docking and special survey costs | |
| (3.8 | ) | |
| (5.0 | ) | |
| 1.2 | | |
| 31.6 | % |
| Depreciation | |
| (41.8 | ) | |
| (42.2 | ) | |
| 0.4 | | |
| 1.0 | % |
| Loss on vessel held for sale | |
| — | | |
| (4.8 | ) | |
| 4.8 | | |
| n.m. | |
| Vessel’s impairment loss | |
| — | | |
| (0.2 | ) | |
| 0.2 | | |
| n.m. | |
| Foreign exchange gains / (losses) | |
| 0.2 | | |
| (3.1 | ) | |
| 3.3 | | |
| n.m. | |
| Interest income | |
| 1.0 | | |
| 9.1 | | |
| 8.1 | | |
| n.m. | |
| Interest and finance costs | |
| (31.2 | ) | |
| (36.7 | ) | |
| 5.5 | | |
| 17.6 | % |
| Income from equity method investments | |
| 0.8 | | |
| 1.8 | | |
| 1.0 | | |
| 125.0 | % |
| Other | |
| 0.6 | | |
| 1.9 | | |
| 1.3 | | |
| n.m. | |
| Loss on derivative instruments, net | |
| (1.7 | ) | |
| (0.2 | ) | |
| (1.5 | ) | |
| (88.2 | %) |
| Net Income | |
$ | 115.5 | | |
$ | 60.1 | | |
| | | |
| | |
| | |
| Three-month
period ended September 30,
| | |
| | | |
| Percentage | |
| (Expressed in millions of U.S. dollars, except percentages) | |
| 2022 | | |
| 2023 | | |
| Change | | |
| Change | |
| Voyage revenue | |
$ | 289.5 | | |
$ | 397.3 | | |
$ | 107.8 | | |
| 37.2 | % |
| Accrued charter revenue | |
| (4.3 | ) | |
| 4.0 | | |
| 8.3 | | |
| n.m. | |
| Amortization of time charter assumed | |
| 0.1 | | |
| (0.2 | ) | |
| (0.3 | ) | |
| n.m. | |
| Voyage revenue adjusted on a cash basis (1) | |
$ | 285.3 | | |
$ | 401.1 | | |
$ | 115.8 | | |
| 40.6 | % |
| Vessels’ operational data | |
| Three-month
period ended September 30,
| | |
| | | |
| Percentage | |
| | |
| 2022 | | |
| 2023 | | |
| Change | | |
| Change | |
| Average number of vessels | |
| 117.0 | | |
| 111.1 | | |
| (5.9 | ) | |
| (5.0 | %) |
| Ownership days | |
| 10,764 | | |
| 10,222 | | |
| (542 | ) | |
| (5.0 | %) |
| Number of vessels under dry-docking and special survey | |
| 4 | | |
| 6 | | |
| 2 | | |
| | |
(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 37.2%, or $107.8 million,
to $397.3 million during the three-month period ended September 30, 2023, from $289.5 million during the three-month period ended September
30, 2022. The increase is mainly attributable to (i) revenue earned by CBI, which has been fully operational since the first 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 three dry bulk vessels that were sold during the fourth quarter
of 2022 and the nine-month period ended September 30, 2023.
Voyage revenue adjusted on a cash basis (which eliminates
non-cash “Accrued charter revenue”) increased by 40.6%, or $115.8 million, to $401.1 million during the three-month period
ended September 30, 2023, from $285.3 million during the three-month period ended September 30, 2022. Accrued charter revenue for the
three-month periods ended September 30, 2023 and 2022 was a positive amount of $4.0 million and a negative amount of $4.3 million, respectively.
Income from investments in leaseback vessels
Income from investments in leaseback vessels was $3.1
million for the three-month period ended September 30, 2023. Income from investments in leaseback vessels was earned from NML’s
operations during the third 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 $84.8 million and $14.2 million
for the three-month periods ended September 30, 2023 and 2022, respectively. Voyage expenses increased, period over period, mainly due
to the operations of CBI which has been 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 $87.7 million and nil
for the three-month periods ended September 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 $3.6 million
and $4.0 million for the three-month periods ended September 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 $0.4 million and $0.4 million, in the aggregate, for the three-month periods ended September 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 $63.5 million and $65.0
million during the three-month periods ended September 30, 2023 and 2022, respectively. Daily vessels’ operating expenses were $6,212
and $6,037 for the three-month periods ended September 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 $6.0 million
and $2.6 million during the three-month periods ended September 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
$11.2 million and $11.0 million during the three-month periods ended September 30, 2023 and 2022, respectively. Furthermore, during the
three-month period ended September 30, 2023, agency fees of $2.7 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 September 30, 2023 amounted to $1.4 million, representing the value of the shares issued to a related
service provider on September 29, 2023. General and administrative expenses - non-cash component for the three-month period ended September
30, 2022 amounted to $1.3 million, representing the value of the shares issued to a related service provider on September 30, 2022.
Amortization of Dry-Docking and Special Survey Costs
Amortization of deferred dry-docking and special survey
costs was $5.0 million and $3.8 million during the three-month periods ended September 30, 2023 and 2022, respectively. During the three-month
period ended September 30, 2023, five vessels underwent and completed their dry-docking and special survey and one vessel was in the process
of completing her dry-docking and special survey. During the three-month period ended September 30, 2022, three vessels underwent and
completed their dry-docking and special survey and one vessel was in the process of completing her dry-docking and special survey.
Depreciation
Depreciation expense for the three-month periods ended
September 30, 2023 and 2022 was $42.2 million and $41.8 million, respectively.
Vessels Held for Sale
During the three-month period ended September 30, 2023,
we recorded a loss on vessel held for sale of $4.8 million representing the expected loss from the sale of the container vessel Oakland
during the next twelve-month period. As of September 30, 2022, the container vessels Sealand Illinois, Sealand Michigan,
and York (each of which was initially classified as a vessel held for sale during the fourth quarter of 2021) and the container
vessels Sealand Washington, and Maersk Kalamata (each of which was initially classified as a vessel held for sale during
the first quarter of 2022) continued to be classified as vessels held for sale. No loss on vessels held for sale was recorded during the
third quarter of 2022 since each vessel’s fair value less cost to sell exceeded each vessel’s carrying value.
Vessel’s Impairment Loss
During the three-month period ended September 30, 2023,
we recorded an impairment loss in relation to one of our dry-bulk vessels in the amount of $0.2 million. During the three-month period
ended September 30, 2022, no impairment loss was recorded.
Interest Income
Interest income amounted to $9.1 million and $1.0 million
for the three-month periods ended September 30, 2023 and 2022, respectively.
Interest and Finance Costs
Interest and finance costs were $36.7 million and
$31.2 million during the three-month periods ended September 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 September 30, 2023 compared to the
three-month period ended September 30, 2022.
Income from Equity Method Investments
Income from equity method investments for the three-month
periods ended September 30, 2023 and 2022 was $1.8 million and $0.8 million, respectively, representing our share of the gain in jointly
owned companies set up pursuant to the Framework Deed. As of September 30, 2023 and 2022 three and five companies, respectively, were
jointly owned pursuant to the Framework Deed out of which one and four companies, respectively, owned container vessels.
Loss on Derivative Instruments, net
As of September 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 September 30, 2023, the fair value of these instruments,
in aggregate, amounted to a net asset of $49.5 million. During the three-month period ended September 30, 2023, a net gain of $5.9 million
has been included in OCI and a net loss of $0.2 million has been included in Loss on Derivative Instruments, net.
Cash Flows
Three-month periods ended September 30, 2023 and 2022
| Condensed cash flows | |
Three-month period ended September 30, |
| (Expressed in millions of U.S. dollars) | |
2022 | |
2023 |
| Net Cash Provided by Operating Activities | |
$ | 141.8 | | |
$ | 74.8 | |
| Net Cash Used in Investing Activities | |
$ | (17.5 | ) | |
$ | (1.6 | ) |
| Net Cash Used in Financing Activities | |
$ | (96.3 | ) | |
$ | (42.8 | ) |
Net Cash Provided by Operating Activities
Net cash flows provided by operating activities for
the three-month period ended September 30, 2023, decreased by $67.0 million to $74.8 million, from $141.8 million for the three-month
period ended September 30, 2022. The decrease is mainly attributable to the decreased net cash from operations, 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), to the increased payments for interest (including
swap net receipts) during the three-month period ended September 30, 2023 compared to the three-month period ended September 30, 2022
and to the increased dry-docking and special survey costs during the three-month period ended September 30, 2023 compared to the three-month
period ended September 30, 2022.
Net Cash Used in Investing Activities
Net cash used in investing activities was $1.6 million
in the three-month period ended September 30, 2023, which mainly consisted of (i) payments for the acquisition of the secondhand dry bulk
vessels Enna, Dorado and Arya, (ii) payments for upgrades for certain of our container and dry bulk vessels and (iii)
payments for net investments into which NML entered; partly offset by the proceeds we received from the maturity of our short-term investments
in US Treasury Bills.
Net cash used in investing activities was $17.5 million
in the three-month period ended September 30, 2022, which mainly consisted of 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.
Net Cash Used in Financing Activities
Net cash used in financing activities was $42.8 million
in the three-month period ended September 30, 2023, which mainly consisted of (a) $3.0 million net payments relating to our debt financing
agreements and finance lease liability agreement (including proceeds of $82.4 million we received from three debt financing agreements),
(b) $28.8 million we paid for the re-purchase of 2.8 million of our common shares, (c) $9.5 million we paid for dividends to holders of
our common stock for the second 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 April 15, 2023 to July 14, 2023.
Net cash used in financing activities was $96.3 million
in the three-month period ended September 30, 2022, which mainly consisted of (a) $66.2 million net payments relating to our debt financing
agreements (including proceeds of $46.0 million we received from one of our debt financing agreements), (b) $7.7 million we paid for the
re-purchase of 0.6 million of our common shares, (c) $10.3 million we paid for dividends to holders of our common stock for the second
quarter of 2022 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 April 15, 2022 to July 14, 2022.
Results of Operations
Nine-month period ended September 30, 2023 compared to the nine-month
period ended September 30, 2022
During the nine-month periods ended September 30, 2023 and 2022, we had
an average of 111.3 and 117.4 vessels, respectively, in our owned fleet. In addition, during the nine-month period ended September 30,
2023, through CBI we chartered-in an average of 36.3 third-party dry-bulk vessels. As of October 31, 2023, CBI has chartered-in 59 dry-bulk
vessels on period charters.
During the nine-month period ended September 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 nine-month period ended September 30, 2023, we acquired
the secondhand dry-bulk vessels Enna, Dorado and Arya with an aggregate DWT of 417,241 and 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 nine-month period ended September 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 nine-month period ended September 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 September 30, 2023, we have invested in NML the amount of $73.7
million. NML is included in our consolidated financial statements.
In the nine-month periods ended September 30, 2023 and 2022, our fleet
ownership days totaled 30,385 and 32,043 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 nine-month period ended September 30, 2023, the days of the third-party vessels chartered-in through CBI were 9,908.
Consolidated Financial Results and Vessels’ Operational Data(1)
| | |
| Nine-month
period ended September 30,
| | |
| | | |
| Percentage | |
| (Expressed in millions of U.S. dollars, except percentages) | |
| 2022 | | |
| 2023 | | |
| Change | | |
| Change | |
| Voyage revenue | |
$ | 848.4 | | |
$ | 1,012.0 | | |
$ | 163.6 | | |
| 19.3 | % |
| Income from investments in lease back vessels | |
| — | | |
| 4.6 | | |
| 4.6 | | |
| n.m. | |
| Voyage expenses | |
| (34.0 | ) | |
| (185.9 | ) | |
| 151.9 | | |
| n.m. | |
| Charter-in hire expenses | |
| — | | |
| (174.7 | ) | |
| 174.7 | | |
| n.m. | |
| Voyage expenses – related parties | |
| (11.7 | ) | |
| (10.3 | ) | |
| (1.4 | ) | |
| (12.0 | %) |
| Vessels’ operating expenses | |
| (198.3 | ) | |
| (194.1 | ) | |
| (4.2 | ) | |
| (2.1 | %) |
| General and administrative expenses | |
| (9.3 | ) | |
| (14.5 | ) | |
| 5.2 | | |
| 55.9 | % |
| Management and agency fees – related parties | |
| (32.9 | ) | |
| (43.9 | ) | |
| 11.0 | | |
| 33.4 | % |
| General and administrative expenses – non-cash component | |
| (5.7 | ) | |
| (4.3 | ) | |
| (1.4 | ) | |
| (24.6 | %) |
| Amortization of dry-docking and special survey costs | |
| (9.5 | ) | |
| (14.5 | ) | |
| 5.0 | | |
| 52.6 | % |
| Depreciation | |
| (124.2 | ) | |
| (124.5 | ) | |
| 0.3 | | |
| 0.2 | % |
| Gain on sale of vessels, net | |
| 21.3 | | |
| 118.0 | | |
| 96.7 | | |
| n.m. | |
| Loss on vessel held for sale | |
| — | | |
| (4.8 | ) | |
| 4.8 | | |
| n.m. | |
| Vessel’s impairment loss | |
| — | | |
| (0.2 | ) | |
| 0.2 | | |
| n.m. | |
| Foreign exchange gains / (losses) | |
| 0.5 | | |
| (1.3 | ) | |
| (1.8 | ) | |
| n.m. | |
| Interest income | |
| 1.1 | | |
| 25.5 | | |
| 24.4 | | |
| n.m. | |
| Interest and finance costs | |
| (86.5 | ) | |
| (110.0 | ) | |
| 23.5 | | |
| 27.2 | % |
| Income from equity method investments | |
| 1.6 | | |
| 0.7 | | |
| (0.9 | ) | |
| (56.3 | %) |
| Other | |
| 2.3 | | |
| 5.7 | | |
| 3.4 | | |
| 147.8 | % |
| Loss on derivative instruments, net | |
| (2.6 | ) | |
| (7.2 | ) | |
| (4.6 | ) | |
| 176.9 | % |
| Net Income | |
$ | 360.5 | | |
$ | 276.3 | | |
| | | |
| | |
| | |
| Nine-month
period ended September 30,
| | |
| | | |
| Percentage | |
| (Expressed in millions of U.S. dollars, except percentages) | |
| 2022 | | |
| 2023 | | |
| Change | | |
| Change | |
| Voyage revenue | |
$ | 848.4 | | |
$ | 1,012.0 | | |
$ | 163.6 | | |
| 19.3 | % |
| Accrued charter revenue | |
| 0.8 | | |
| 4.5 | | |
| 3.7 | | |
| n.m. | |
| Amortization of time charter assumed | |
| 0.2 | | |
| (0.1 | ) | |
| (0.3 | ) | |
| n.m. | |
| Voyage revenue adjusted on a cash basis (1) | |
$ | 849.4 | | |
$ | 1,016.4 | | |
$ | 167.0 | | |
| 19.7 | % |
| Vessels’ operational data | |
| Nine-month
period ended September 30,
| | |
| | | |
| Percentage | |
| | |
| 2022 | | |
| 2023 | | |
| Change | | |
| Change | |
| Average number of vessels | |
| 117.4 | | |
| 111.3 | | |
| (6.1 | ) | |
| (5.2 | %) |
| Ownership days | |
| 32,043 | | |
| 30,385 | | |
| (1,658 | ) | |
| (5.2 | %) |
| Number of vessels under dry-docking and special survey | |
| 16 | | |
| 18 | | |
| 2 | | |
| | |
(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 19.3%, or $163.6 million,
to $1,012.0 million during the nine-month period ended September 30, 2023, from $848.4 million during the nine-month period ended September
30, 2022. The increase is mainly attributable to (i) revenue earned by CBI, which has been fully operational since the first 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, by revenue not earned by six 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 19.7%, or $167.0 million, to $1,016.4 million during the nine-month period
ended September 30, 2023, from $849.4 million during the nine-month period ended September 30, 2022. Accrued charter revenue for the nine-month
periods ended September 30, 2023 and 2022 was a positive amount of $4.5 million and $0.8 million, respectively.
Income from investments in leaseback vessels
Income from investments in leaseback vessels was $4.6
million for the nine-month period ended September 30, 2023. Income from investments in leaseback vessels was earned from NML’s operations
during the second and third quarters 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 $185.9 million and $34.0 million
for the nine-month periods ended September 30, 2023 and 2022, respectively. Voyage expenses increased, period over period, mainly due
to the operations of CBI which was fully operational during the nine-month period ended September 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 $174.7 million and nil
for the nine-month periods ended September 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 $10.3
million and $11.7 million for the nine-month periods ended September 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 $1.0 million and $1.1 million, in the aggregate, for the nine-month periods ended September 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 $194.1 million and $198.3
million during the nine-month periods ended September 30, 2023 and 2022, respectively. Daily vessels’ operating expenses were $6,388
and $6,189 for the nine-month periods ended September 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 $14.5 million
and $9.3 million during the nine-month periods ended September 30, 2023 and 2022, respectively, and include amounts of $2.0 million and
$2.0 million, respectively, that were paid to a related service provider.
Management and Agency Fees – related parties
Management fees charged by our related managers were
$32.8 million and $32.9 million during the nine-month periods ended September 30, 2023 and 2022, respectively. Furthermore, during the
nine-month period ended September 30, 2023, agency fees of $11.1 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 nine-month period ended September 30, 2023 amounted to $4.3 million, representing the value of the shares issued to
a related service provider on March 30, 2023, June 30, 2023 and September 29, 2023. General and administrative expenses – non-cash
component for the for the nine-month period ended September 30, 2022 amounted to $5.7 million, representing the value of the shares issued
to a related party manager on March 30, 2022, on June 30, 2022 and on September 30, 2022.
Amortization of Dry-Docking and Special Survey Costs
Amortization of deferred dry-docking and special survey
costs was $14.5 million and $9.5 million during the nine-month periods ended September 30, 2023 and 2022, respectively. During the nine-month
period ended September 30, 2023, 17 vessels underwent and completed their dry-docking and special survey and one vessel was in the process
of completing her dry-docking and special survey. During the nine-month period ended September 30, 2022, 15 vessels underwent and completed
their dry-docking and special survey and one vessel was in the process of completing her dry-docking and special survey.
Depreciation
Depreciation expense for the nine-month periods ended
September 30, 2023 and 2022 was $124.5 million and $124.2 million, respectively.
Gain on Sale of Vessels, net
During the nine-month period ended September 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 Sale type lease (Vessels)”. During the nine-month period ended September
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).
Vessels Held for Sale
During the nine-month period ended September 30, 2023,
we recorded a loss on vessel held for sale of $4.8 million, representing the expected loss from the sale of the container vessel Oakland
during the next twelve-month period.
During the nine-month period ended September 30, 2022,
the container vessels Sealand Washington and Maersk Kalamata (each of which was initially classified as a vessel held for
sale during the first quarter of 2022) and the container vessels Sealand Illinois, Sealand Michigan and York (each
of which was initially classified as a vessel held for sale during the fourth quarter of 2021) continued to be classified as vessels held
for sale. No loss on vessels held for sale was recorded during the nine-month period ended September 30, 2022, since each vessel’s
fair value less cost to sell, exceeded each vessel’s carrying value.
Vessel’s Impairment Loss
During the nine-month period ended September 30, 2023,
we recorded an impairment loss in relation to one of our dry-bulk vessels in the amount of $0.2 million. During the nine-month period
ended September 30, 2022, no impairment loss was recorded.
Interest Income
Interest income amounted to $25.5 million and $1.1
million for the nine-month periods ended September 30, 2023 and 2022, respectively.
Interest and Finance Costs
Interest and finance costs were $110.0 million and
$86.5 million during the nine-month periods ended September 30, 2023 and 2022, respectively. The increase is mainly attributable to the
increased interest expense due to increased financing costs during the nine-month period ended September 30, 2023 compared to the nine-month
period ended September 30, 2022.
Income from Equity Method Investments
Income from equity method investments for the nine-month
periods ended September 30, 2023 and 2022 was $0.7 million and $1.6 million, respectively, representing our share of the income in jointly
owned companies set up pursuant to the Framework Deed. During the nine-month period ended September 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 September 30, 2023 and 2022, three and five companies, respectively, were jointly owned
pursuant to the Framework Deed out of which one and four companies, respectively, owned container vessels.
Loss on Derivative Instruments, net
As of September 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 September 30, 2023, the fair value of these instruments,
in aggregate, amounted to a net asset of $49.5 million. During the nine-month period ended September 30, 2023, a net loss of $1.7 million
has been included in OCI and a net loss of $7.2 million has been included in Loss on Derivative Instruments, net.
Cash Flows
Nine-month periods ended September 30, 2023 and 2022
| Condensed cash flows | |
Nine-month period ended September 30, |
| (Expressed in millions of U.S. dollars) | |
2022 | |
2023 |
| Net Cash Provided by Operating Activities | |
$ | 457.2 | | |
$ | 178.5 | |
| Net Cash Provided by / (Used in) Investing Activities | |
$ | (39.4 | ) | |
$ | 112.4 | |
| Net Cash Used in Financing Activities | |
$ | (55.4 | ) | |
$ | (295.8 | ) |
Net Cash Provided by Operating Activities
Net cash flows provided by operating activities for
the nine-month period ended September 30, 2023, decreased by $278.7 million to $178.5 million, from $457.2 million for the nine-month
period ended September 30, 2022. The decrease is mainly attributable to the decreased net cash from operations, 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), to the increased payments for interest (including
swap net receipts) during the nine-month period ended September 30, 2023 compared to the nine-month period ended September 30, 2022 and
to the increased dry-docking and special survey costs during the nine-month period ended September 30, 2023 compared to the nine-month
period ended September 30, 2022.
Net Cash Provided by / (Used in) Investing Activities
Net cash provided by investing activities was $112.4
million in the nine-month period ended September 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 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, payments for the acquisition of the secondhand
dry bulk vessels Enna, Dorado and Arya and payments for net investments into which NML entered.
Net cash used in investing activities was $39.4 million
in the nine-month period ended September 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 part of short-term
investments in US Treasury Bills.
Net Cash Used in Financing Activities
Net cash used in financing activities was $295.8 million
in the nine-month period ended September 30, 2023, which mainly consisted of (a) $168.0 million net payments relating to our debt financing
agreements and finance lease liability agreement (including proceeds of $564.2 million we received from seven debt financing agreements),
(b) $60.0 million we paid for the re-purchase of 6.3 million of our common shares, (c) $29.8 million we paid for dividends to holders
of our common stock for the fourth quarter of 2022, the first quarter of 2023 and the second quarter of 2023 and (d) $2.8 million we paid
for dividends to holders of our Series B Preferred Stock, $6.3 million we paid for dividends to holders of our Series C Preferred Stock,
$6.6 million we paid for dividends to holders of our Series D Preferred Stock and $7.6 million we paid for dividends to holders of our
Series E Preferred Stock for the period from October 15, 2022 to January 14, 2023, January 15, 2023 to April 14, 2023 and April 15, 2023
to July 14, 2023.
Net cash used in financing activities was $55.4 million in the nine-month
period ended September 30, 2022, which mainly consisted of (a) $125.3 million net proceeds relating to our debt financing agreements (including
proceeds of $816.4 million we received from our debt financing agreements), (b) $60.1 million we paid for the re-purchase of 4.7 million
of our common shares, (c) $78.5 million we paid for dividends to holders of our common stock for the fourth quarter of 2021, the first
quarter of 2022 and the second 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 (d) $2.8 million we paid for dividends to holders of our Series B Preferred Stock, $6.3 million we paid
for dividends to holders of our Series C Preferred Stock, $6.6 million we paid for dividends to holders of our Series D Preferred Stock
and $7.6 million we paid for dividends to holders of our Series E Preferred Stock for the periods from October 15, 2021 to January 14,
2022, January 15, 2022 to April 14, 2022 and April 15, 2022 to July 14, 2022.
Liquidity and Unencumbered Vessels
Cash and cash equivalents
As of September 30, 2023, we had Cash and cash equivalents
(including restricted cash) of $806.7 million and $38.7 million margin deposits in relation to our FFAs. Furthermore, as of September
30, 2023, our liquidity stood at $996.9 million including (a) our share of cash amounting to $7.3 million held in joint venture companies
set up pursuant to the Framework Deed and (b) $144.2 million of available undrawn funds from two hunting license facilities (one of which
is still subject to final documentation).
Debt-free vessels
As of October 31, 2023, the following vessels were free of debt.
Unencumbered Vessels
(Refer to Fleet list for full details)
| Vessel Name |
|
Year
Built |
|
TEU / DWT
Capacity |
| Containerships |
|
|
|
|
| KURE |
|
1996 |
|
7,403 |
| MAERSK KOWLOON |
|
2005 |
|
7,471 |
| ETOILE |
|
2005 |
|
2,556 |
| MICHIGAN |
|
2008 |
|
1,300 |
| ARKADIA (*) |
|
2001 |
|
1,550 |
| Dry Bulk Vessels |
|
|
|
|
| ARYA |
|
2013 |
|
61,424 |
| |
|
|
|
|
| (*) Vessel acquired pursuant to the Framework Deed. |
|
|
|
|
Conference Call details:
On Wednesday, November 1, 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 November 8, 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: 3471997.
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 68 containerships, with a total capacity of approximately 513,000 TEU and 45 dry bulk vessels with a total capacity of approximately
2,749,000 DWT (including two vessels that we have agreed to sell). 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
Containership Fleet List
The table below provides additional information, as of October 31, 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 |
KLEVEN |
MSC |
1996 |
8,044 |
41,500 |
November 2026 |
| 33 |
KOTKA |
MSC |
1996 |
8,044 |
41,500 |
December 2026 |
| 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(13) |
|
|
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(13) |
| 48 |
MEGALOPOLIS |
Maersk |
2013 |
4,957 |
13,500 |
July 2025(14) |
| 49 |
MARATHOPOLIS |
Maersk |
2013 |
4,957 |
13,500 |
July 2025(14) |
| 50 |
GIALOVA |
ZIM |
2009 |
4,578 |
25,500 |
April 2024 |
| 51 |
DYROS |
Maersk |
2008 |
4,578 |
22,750 |
January 2024 |
| 52 |
NORFOLK |
(*) |
2009 |
4,259 |
(*) |
March 2025 |
| 53 |
VULPECULA |
ZIM |
2010 |
4,258 |
43,250
(on average) |
May 2028(15) |
| 54 |
VOLANS |
Hapag Lloyd |
2010 |
4,258 |
21,750 |
June 2024 |
| 55 |
VIRGO |
Maersk |
2009 |
4,258 |
30,200 |
February 2024 |
| 56 |
VELA |
ZIM |
2009 |
4,258 |
43,250
(on average) |
April 2028(16) |
| 57 |
ANDROUSA |
(*) |
2010 |
4,256 |
(*) |
May 2024 |
| 58 |
NEOKASTRO |
CMA CGM |
2011 |
4,178 |
39,000 |
February 2027 |
| 59 |
ULSAN |
Maersk |
2002 |
4,132 |
34,730 |
January 2026 |
| 60 |
POLAR BRASIL (ii) |
Maersk |
2018 |
3,800 |
19,700 |
January 2025(17) |
| 61 |
LAKONIA |
COSCO |
2004 |
2,586 |
26,500 |
March 2025 |
| 62 |
SCORPIUS |
Hapag Lloyd |
2007 |
2,572 |
17,750 |
May 2024 |
| 63 |
ETOILE |
(*) |
2005 |
2,556 |
(*) |
June 2026 |
| 64 |
AREOPOLIS |
COSCO |
2000 |
2,474 |
26,500 |
April 2025 |
| 65 |
ARKADIA(i) |
Swire Shipping |
2001 |
1,550 |
14,250 |
February 2024 |
| 66 |
MICHIGAN |
(*) |
2008 |
1,300 |
(*) |
October 2025 |
| 67 |
TRADER |
(*)/(*) |
2008 |
1,300 |
(*)/(*) |
October 2026(18) |
| 68 |
LUEBECK |
MSC/(*) |
2001 |
1,078 |
15,000/(*) |
April 2026(19) |
| (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) | 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) | 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. |
| (14) | 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. |
| (15) | 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. |
| (16) | 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. |
| (17) | Charterer has the option to extend the current time charter for three additional one-year periods at a
daily rate of $21,000. |
| (18) | 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. |
| (19) | 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 vessel 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. |
(*) Denotes charterer’s identity and/or current daily charter rates
and/or charter expiration dates, which are treated as confidential.
Dry Bulk Vessel Fleet List
The tables below provide information, as of October 31, 2023 about our
fleet of dry bulk vessels, including the two vessels that we have agreed to sell.
|
|
Vessel Name |
Year Built |
Capacity (DWT) |
| 1 |
DORADO |
2011 |
179,842 |
| 2 |
ENNA |
2011 |
175,975 |
| 3 |
AEOLIAN |
2012 |
83,478 |
| 4 |
GRENETA |
2010 |
82,166 |
| 5 |
HYDRUS |
2011 |
81,601 |
| 6 |
PHOENIX |
2012 |
81,569 |
| 7 |
BUILDER |
2012 |
81,541 |
| 8 |
FARMER |
2012 |
81,541 |
| 9 |
SAUVAN |
2010 |
79,700 |
| 10 |
ROSE |
2008 |
76,619 |
| 11 |
MERCHIA |
2015 |
63,800 |
| 12 |
SEABIRD |
2016 |
63,553 |
| 13 |
DAWN |
2018 |
63,530 |
| 14 |
ORION |
2015 |
63,473 |
| 15 |
DAMON |
2012 |
63,227 |
| 16 |
ARYA |
2013 |
61,424 |
| 17 |
TITAN I |
2009 |
58,090 |
| 18 |
ERACLE |
2012 |
58,018 |
| 19 |
PYTHIAS |
2010 |
58,018 |
| 20 |
NORMA |
2010 |
58,018 |
| 21 |
ORACLE |
2009 |
57,970 |
| 22 |
CURACAO |
2011 |
57,937 |
| 23 |
URUGUAY |
2011 |
57,937 |
| 24 |
ATHENA |
2012 |
57,809 |
| 25 |
SERENA |
2010 |
57,266 |
| 26 |
LIBRA |
2010 |
56,729 |
| 27 |
PEGASUS |
2011 |
56,726 |
| 28 |
MERIDA |
2012 |
56,670 |
| 29 |
CLARA |
2008 |
56,557 |
| 30 |
PEACE (i) |
2006 |
55,709 |
| 31 |
PRIDE (i) |
2006 |
55,705 |
| 32 |
BERMONDI |
2009 |
55,469 |
| 33 |
VERITY |
2012 |
37,163 |
| 34 |
PARITY |
2012 |
37,152 |
| 35 |
ACUITY |
2011 |
37,149 |
| 36 |
EQUITY |
2013 |
37,071 |
| 37 |
DISCOVERY |
2012 |
37,019 |
| 38 |
BERNIS |
2011 |
34,627 |
| 39 |
MANZANILLO |
2010 |
34,426 |
| 40 |
ADVENTURE |
2011 |
33,755 |
| 41 |
ALLIANCE |
2012 |
33,751 |
| 42 |
CETUS |
2010 |
32,527 |
| 43 |
PROGRESS |
2011 |
32,400 |
| 44 |
KONSTANTINOS |
2012 |
32,178 |
| 45 |
RESOURCE |
2010 |
31,776 |
(i) Denotes
vessels that we have agreed to sell.
Consolidated Statements of Income
| | |
Nine-months ended September 30, | |
Three-months ended September 30, |
| (Expressed in thousands of U.S. dollars, except share and per share amounts) | |
2022 | |
2023 | |
2022 | |
2023 |
| | |
| |
| |
| |
|
| | |
(Unaudited) | |
(Unaudited) |
| REVENUES: | |
| |
| |
| |
|
| Voyage revenue | |
$ | 848,428 | | |
$ | 1,011,968 | | |
$ | 289,491 | | |
$ | 397,256 | |
| Income from investments in leaseback vessels | |
| — | | |
| 4,591 | | |
| — | | |
| 3,114 | |
| Total revenues | |
$ | 848,428 | | |
$ | 1,016,559 | | |
$ | 289,491 | | |
$ | 400,370 | |
| | |
| | | |
| | | |
| | | |
| | |
| EXPENSES: | |
| | | |
| | | |
| | | |
| | |
| Voyage expenses | |
| (34,014 | ) | |
| (185,851 | ) | |
| (14,181 | ) | |
| (84,840 | ) |
| Charter-in hire expenses | |
| — | | |
| (174,670 | ) | |
| — | | |
| (87,709 | ) |
| Voyage expenses – related parties | |
| (11,726 | ) | |
| (10,262 | ) | |
| (3,986 | ) | |
| (3,626 | ) |
| Vessels’ operating expenses | |
| (198,330 | ) | |
| (194,110 | ) | |
| (64,979 | ) | |
| (63,503 | ) |
| General and administrative expenses | |
| (9,290 | ) | |
| (14,459 | ) | |
| (2,565 | ) | |
| (5,984 | ) |
| Management and agency fees – related parties | |
| (32,868 | ) | |
| (43,950 | ) | |
| (10,976 | ) | |
| (13,889 | ) |
| General and administrative expenses – non-cash component | |
| (5,701 | ) | |
| (4,294 | ) | |
| (1,341 | ) | |
| (1,440 | ) |
| Amortization of dry-docking and special survey costs | |
| (9,459 | ) | |
| (14,472 | ) | |
| (3,813 | ) | |
| (5,015 | ) |
| Depreciation | |
| (124,236 | ) | |
| (124,566 | ) | |
| (41,760 | ) | |
| (42,155 | ) |
| Gain on sale of vessels, net | |
| 21,250 | | |
| 118,046 | | |
| — | | |
| — | |
| Loss on vessel held for sale | |
| — | | |
| (4,855 | ) | |
| — | | |
| (4,855 | ) |
| Vessel’s impairment loss | |
| — | | |
| (229 | ) | |
| — | | |
| (229 | ) |
| Foreign exchange gains / (losses) | |
| 555 | | |
| (1,284 | ) | |
| 168 | | |
| (3,113 | ) |
| Operating income | |
$ | 444,609 | | |
$ | 361,603 | | |
$ | 146,058 | | |
$ | 84,012 | |
| | |
| | | |
| | | |
| | | |
| | |
| OTHER INCOME / (EXPENSES): | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
$ | 1,093 | | |
$ | 25,544 | | |
$ | 955 | | |
$ | 9,173 | |
| Interest and finance costs | |
| (86,444 | ) | |
| (110,023 | ) | |
| (31,233 | ) | |
| (36,686 | ) |
| Income from equity method investments | |
| 1,593 | | |
| 689 | | |
| 817 | | |
| 1,826 | |
| Other | |
| 2,299 | | |
| 5,710 | | |
| 619 | | |
| 1,954 | |
| Loss on derivative instruments, net | |
| (2,634 | ) | |
| (7,179 | ) | |
| (1,724 | ) | |
| (193 | ) |
| Total other expenses | |
$ | (84,093 | ) | |
$ | (85,259 | ) | |
$ | (30,566 | ) | |
$ | (23,926 | ) |
| Net Income | |
$ | 360,516 | | |
$ | 276,344 | | |
$ | 115,492 | | |
$ | 60,086 | |
| Earnings allocated to Preferred Stock | |
| (23,302 | ) | |
| (23,302 | ) | |
| (7,854 | ) | |
| (7,854 | ) |
| Net loss attributable to the non-controlling interest | |
| — | | |
| 5,052 | | |
| — | | |
| 1,055 | |
| Net Income available to common stockholders | |
$ | 337,214 | | |
$ | 258,094 | | |
$ | 107,638 | | |
$ | 53,287 | |
| | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Earnings per common share, basic and diluted | |
$ | 2.74 | | |
$ | 2.13 | | |
$ | 0.89 | | |
$ | 0.45 | |
| Weighted average number of shares, basic and diluted | |
| 123,295,035 | | |
| 121,059,768 | | |
| 121,458,291 | | |
| 118,107,881 | |
COSTAMARE INC.
Consolidated Balance Sheets
| (Expressed in thousands of U.S. dollars) | |
As of December 31, 2022 | |
As of September 30, 2023 |
| ASSETS | |
| (Audited) | | |
| (Unaudited) | |
| CURRENT ASSETS: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 718,049 | | |
$ | 726,011 | |
| Restricted cash | |
| 9,768 | | |
| 10,429 | |
| Margin deposits | |
| — | | |
| 38,651 | |
| Short-term investments | |
| 120,014 | | |
| — | |
| Investment in leaseback vessels, current | |
| — | | |
| 21,639 | |
| Net investment in sales type lease (Vessels), current | |
| — | | |
| 17,734 | |
| Accounts receivable | |
| 26,943 | | |
| 40,654 | |
| Inventories | |
| 28,039 | | |
| 66,572 | |
| Due from related parties | |
| 3,838 | | |
| 29 | |
| Fair value of derivatives | |
| 25,660 | | |
| 31,692 | |
| Insurance claims receivable | |
| 5,410 | | |
| 17,881 | |
| Vessels held for sale | |
| 55,195 | | |
| 12,058 | |
| Time charter assumed | |
| 199 | | |
| 199 | |
| Accrued charter revenue | |
| 10,885 | | |
| 9,553 | |
| Prepayments and other | |
| 10,622 | | |
| 63,619 | |
| Total current assets | |
$ | 1,014,622 | | |
$ | 1,056,721 | |
| FIXED ASSETS, NET: | |
| | | |
| | |
| Vessels and advances, net | |
| 3,666,861 | | |
| 3,547,606 | |
| Total fixed assets, net | |
$ | 3,666,861 | | |
$ | 3,547,606 | |
| NON-CURRENT ASSETS: | |
| | | |
| | |
| Equity method investments | |
$ | 20,971 | | |
$ | 10,811 | |
| Investment in leaseback vessels, non-current | |
| — | | |
| 143,670 | |
| Deferred charges, net | |
| 55,035 | | |
| 69,130 | |
| Finance leases, right-of-use assets (Vessels) | |
| — | | |
| 39,562 | |
| Net investment in sales type lease (Vessels), non-current | |
| — | | |
| 27,483 | |
| Operating leases, right-of-use assets | |
| — | | |
| 311,512 | |
| Accounts receivable, non-current | |
| 5,261 | | |
| 6,461 | |
| Restricted cash | |
| 83,741 | | |
| 70,233 | |
| Fair value of derivatives, non-current | |
| 37,643 | | |
| 42,376 | |
| Accrued charter revenue, non-current | |
| 11,627 | | |
| 10,493 | |
| Time charter assumed, non-current | |
| 468 | | |
| 319 | |
| Total assets | |
$ | 4,896,229 | | |
$ | 5,336,377 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| CURRENT LIABILITIES: | |
| | | |
| | |
| Current portion of long-term debt | |
$ | 320,114 | | |
$ | 339,442 | |
| Finance lease liability | |
| — | | |
| 2,648 | |
| Operating lease liabilities, current portion | |
| — | | |
| 175,331 | |
| Accounts payable | |
| 18,155 | | |
| 48,760 | |
| Due to related parties | |
| 2,332 | | |
| 4,146 | |
| Accrued liabilities | |
| 51,551 | | |
| 40,955 | |
| Unearned revenue | |
| 25,227 | | |
| 45,725 | |
| Fair value of derivatives | |
| 2,255 | | |
| 10,554 | |
| Other current liabilities | |
| 3,456 | | |
| 5,370 | |
| Total current liabilities | |
$ | 423,090 | | |
$ | 672,931 | |
| NON-CURRENT LIABILITIES | |
| | | |
| | |
| Long-term debt, net of current portion | |
$ | 2,264,507 | | |
$ | 2,087,880 | |
| Finance lease liability, net of current portion | |
| — | | |
| 24,565 | |
| Operating lease liabilities, non-current portion | |
| — | | |
| 131,361 | |
| Fair value of derivatives, net of current portion | |
| 13,655 | | |
| 14,011 | |
| Unearned revenue, net of current portion | |
| 34,540 | | |
| 29,871 | |
| Other non-current liabilities | |
| — | | |
| 6,284 | |
| Total non-current liabilities | |
$ | 2,312,702 | | |
$ | 2,293,972 | |
| COMMITMENTS AND CONTINGENCIES | |
| | | |
| | |
| Temporary equity – Redeemable non-controlling interest in subsidiary | |
$ | 3,487 | | |
$ | 1,148 | |
| STOCKHOLDERS’ EQUITY: | |
| | | |
| | |
| Preferred stock | |
$ | — | | |
$ | — | |
| Common stock | |
| 12 | | |
| 12 | |
| Treasury stock | |
| (60,095 | ) | |
| (120,095 | ) |
| Additional paid-in capital | |
| 1,423,954 | | |
| 1,434,069 | |
| Retained earnings | |
| 746,658 | | |
| 962,887 | |
| Accumulated other comprehensive income | |
| 46,421 | | |
| 44,712 | |
| Total Costamare Inc. stockholders’ equity | |
$ | 2,156,950 | | |
$ | 2,321,585 | |
| Non-controlling interest | |
| — | | |
| 46,741 | |
| Total stockholders’ equity | |
| 2,156,950 | | |
| 2,368,326 | |
| Total liabilities and stockholders’ equity | |
$ | 4,896,229 | | |
$ | 5,336,377 | |
Financial Summary
| | |
Nine-month period ended September 30, | |
Three-month period ended September 30, |
| (Expressed in thousands of U.S. dollars, except share and per share data) | |
2022 | |
2023 | |
2022 | |
2023 |
| | |
| |
| |
|
| | |
| |
| |
| |
|
| Voyage revenue | |
$ | 848,428 | | |
$ | 1,011,968 | | |
$ | 289,491 | | |
$ | 397,256 | |
| Accrued charter revenue (1) | |
$ | 782 | | |
$ | 4,515 | | |
$ | (4,287 | ) | |
$ | 3,984 | |
| Amortization of time-charter assumed | |
$ | 148 | | |
$ | (141 | ) | |
$ | 50 | | |
$ | (170 | ) |
| Voyage revenue adjusted on a cash basis (2) | |
$ | 849,358 | | |
$ | 1,016,342 | | |
$ | 285,254 | | |
$ | 401,070 | |
| Income from investments in leaseback vessels | |
| — | | |
$ | 4,591 | | |
| — | | |
$ | 3,114 | |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted Net Income available to common stockholders (3) | |
$ | 330,436 | | |
$ | 169,024 | | |
$ | 107,378 | | |
$ | 53,931 | |
| Weighted Average number of shares | |
| 123,295,035 | | |
| 121,059,768 | | |
| 121,458,291 | | |
| 118,107,881 | |
| Adjusted Earnings per share (3) | |
$ | 2.68 | | |
$ | 1.40 | | |
$ | 0.88 | | |
$ | 0.46 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Income | |
$ | 360,516 | | |
$ | 276,344 | | |
$ | 115,492 | | |
$ | 60,086 | |
| Net Income available to common stockholders | |
$ | 337,214 | | |
$ | 258,094 | | |
$ | 107,638 | | |
$ | 53,287 | |
| Weighted Average number of shares | |
| 123,295,035 | | |
| 121,059,768 | | |
| 121,458,291 | | |
| 118,107,881 | |
| Earnings per share | |
$ | 2.74 | | |
$ | 2.13 | | |
$ | 0.89 | | |
$ | 0.45 | |
(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 nine-month periods
ended September 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.
Reconciliation of Net Income to Adjusted Net Income available to common stockholders and
Adjusted Earnings per Share
| | |
Nine-month period ended
September 30, | |
Three-month period ended
September 30, |
| (Expressed in thousands of U.S. dollars, except share and per share data) | |
2022 | |
2023 | |
2022 | |
2023 |
| Net Income | |
$ | 360,516 | | |
$ | 276,344 | | |
$ | 115,492 | | |
$ | 60,086 | |
| Earnings allocated to Preferred Stock | |
| (23,302 | ) | |
| (23,302 | ) | |
| (7,854 | ) | |
| (7,854 | ) |
| Non-Controlling Interest | |
| — | | |
| 5,052 | | |
| — | | |
| 1,055 | |
| Net Income available to common stockholders | |
| 337,214 | | |
| 258,094 | | |
| 107,638 | | |
| 53,287 | |
| Accrued charter revenue | |
| 782 | | |
| 4,515 | | |
| (4,287 | ) | |
| 3,984 | |
| General and administrative expenses - non-cash component | |
| 5,701 | | |
| 4,294 | | |
| 1,341 | | |
| 1,440 | |
| Amortization of Time charter assumed | |
| 148 | | |
| (141 | ) | |
| 50 | | |
| (170 | ) |
| Realized (gain) / loss on Euro/USD forward contracts (1) | |
| 1,806 | | |
| (536 | ) | |
| 856 | | |
| (301 | ) |
| Vessel’s impairment loss | |
| — | | |
| 229 | | |
| — | | |
| 229 | |
| Gain on sale of vessels, net | |
| (21,250 | ) | |
| (118,046 | ) | |
| — | | |
| — | |
| Loss on vessel held for sale | |
| — | | |
| 4,855 | | |
| — | | |
| 4,855 | |
| Loss / (Gain) on sale of vessels by jointly owned companies with York Capital included in equity gain on investments (1) | |
| — | | |
| 493 | | |
| — | | |
| (1,572 | ) |
| Non-recurring, non-cash write-off of loan deferred financing costs | |
| 2,395 | | |
| 1,439 | | |
| 56 | | |
| — | |
| (Gain) / Loss on derivative instruments, excluding realized (gain)/loss on derivative instruments (1) | |
| 2,634 | | |
| 13,828 | | |
| 1,724 | | |
| (7,821 | ) |
| Non-recurring payments for loan cancellation fees | |
| 1,006 | | |
| — | | |
| — | | |
| — | |
| Adjusted Net Income available to common stockholders | |
$ | 330,436 | | |
$ | 169,024 | | |
$ | 107,378 | | |
$ | 53,931 | |
| Adjusted Earnings per Share | |
$ | 2.68 | | |
$ | 1.40 | | |
$ | 0.88 | | |
$ | 0.46 | |
| Weighted average number of shares | |
| 123,295,035 | | |
| 121,059,768 | | |
| 121,458,291 | | |
| 118,107,881 | |
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, loss
on vessel held for sale, realized (gain)/loss on Euro/USD forward contracts, vessel’s impairment loss, gain on sale of vessels,
net, loss/ (gain) on sale of vessels by jointly owned companies with York Capital included in equity gain 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.
20
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