Costamare Inc 6-K, filed Feb 7, 2024
Costamare Inc. (CMRE)
About this 6-K
Costamare Inc filed this 6-K on February 7, 2024.
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 February 2024
Commission File Number: 001-34934
COSTAMARE INC.
(Translation of registrant’s name into English)
7 rue du Gabian, MC 98000 Monaco
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INCORPORATION BY REFERENCE
Exhibit 99.2 to this Report on Form 6-K shall be incorporated by reference into our registration statements on Form F-3, as filed with the U.S. Securities and Exchange Commission on July 6, 2016 (File No. 333-212415) and March 15, 2021 (File No. 333-254266), to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.
EXHIBIT INDEX
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: February 7, 2024
| COSTAMARE INC. | ||
| By: | /s/ Gregory G. Zikos | |
| Name: | Gregory G. Zikos | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
COSTAMARE INC. REPORTS RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2023
Monaco, February 7, 2024 – Costamare Inc. (“Costamare” or the “Company”) (NYSE: CMRE) today reported unaudited financial results for the fourth quarter (“Q4 2023”) and year ended December 31, 2023.
| I. | PROFITABILITY AND LIQUIDITY |
| · | FY 2023 Net Income available to common stockholders of $354.7 million ($2.95 per share). |
| · | FY 2023 Adjusted Net Income available to common stockholders1 of $249.0 million ($2.07 per share). |
| · | Q4 2023 Net Income available to common stockholders of $96.6 million ($0.82 per share). |
| · | Q4 2023 Adjusted Net Income available to common stockholders1 of $80.0 million ($0.68 per share). |
| · | 2023 Year-end liquidity2 of $989.0 million. |
| II. | DRY BULK OPERATING PLATFORM |
| · | Costamare Bulkers Inc. (“CBI”) has currently fixed a fleet of 51 dry bulk vessels on period charters, consisting of: |
| - | 32 Newcastlemax/ Capesize vessels. |
| - | 19 Kamsarmax vessels. |
| · | Majority of the fixed fleet is on index linked charter-in agreements, consisting of: |
| - | 26 charters for Newcastlemax/ Capesize vessels that are index linked. |
| - | 9 charters for Kamsarmax vessels that are index linked. |
| · | Average remaining tenor for the Newcastlemax/ Capesize and Kamsarmax chartered-in fleet of 13 and 6 months, respectively. |
| III. | LEASE FINANCING PLATFORM |
| · | Controlling interest in Neptune Maritime Leasing Limited (“NML”). |
| · | Company’s current investment in NML of $123.2 million. |
| · | Growing leasing platform, having funded 23 shipping assets as of the date of this press release, for a total
amount of approximately $250 million, on the back of what we believe is a healthy pipeline. |
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 $0.4 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”) and bunker swaps of $13.7 million, short term investments in U.S. Treasury Bills amounting to $17.5 million and $132.2 million of available undrawn funds from two hunting license facilities as of December 31, 2023.
| 1 |
|
IV. |
SALE AND PURCHASE ACTIVITY |
Vessel Disposals
| · | Conclusion of the sale of the following dry bulk vessels: |
| - | m/v Peace built in 2006 with a 55,709 DWT capacity. |
| - | m/v Pride built in 2006 with a 55,705 DWT capacity. |
| - | m/v Manzanillo built in 2010 with a 34,426 DWT capacity. |
| - | m/v Progress built in 2011 with a 32,400 DWT capacity. |
| - | m/v Cetus built in 2010 with a 32,527 DWT capacity. |
Net sale proceeds after debt prepayment amounted to $32.9 million.
| · | Agreement for the sale of the following dry bulk vessels: |
| - | m/v Merida built in 2012 with a 56,670 DWT capacity (expected conclusion of sale within Q1 2024). |
| - | m/v Konstantinos built in 2012 with a 32,178 DWT capacity (expected conclusion of sale within Q1 2024). |
| - | m/v Adventure built in 2011 with a 33,755 DWT capacity (expected conclusion of sale within Q1 2024)3. |
| - | m/v Alliance built in 2012 with a 33,751 DWT capacity (expected conclusion of sale by Q2 2024)3. |
Estimated net sale proceeds from the vessels agreed to be sold after debt prepayment of $25.8 million.
Vessel/ Equity Interest Acquisitions
| · | Conclusion of the acquisition of the 51% equity interest in the company owning the 2001-built, 1,550 TEU capacity containership, Arkadia
in December 2023. Prior to the conclusion of this acquisition, the Company already owned 49% equity interest with the remaining 51% owned
by York Capital. |
| · | Agreement for the acquisition of the 2011-built, 180,643 DWT capacity dry bulk vessel, Iron Miracle (tbr. Miracle) (expected
conclusion within Q1 2024). |
| V. | NEW DEBT FINANCING |
| · | Conclusion of a new financing in the form of a hunting license facility with a European financial institution for the financing of the acquisition of containerships and dry bulk vessels. More specifically: |
| - | Committed amount of up to $60 million. |
| - | Drawdown availability until Q2 2025. |
| - | Loan tenor of six years following each respective drawdown. |
| · | No meaningful debt maturities until 2026. |
3 Subject to final documentation.
| 2 |
| VI. | OWNED FLEET CHARTER UPDATE4 - FULLY EMPLOYED CONTAINERSHIP FLEET FOR 2024 |
| · | 95% and 78% of the containership fleet5 fixed for 2024 and 2025, respectively. |
| · | Contracted revenues for the containership fleet of approximately $2.5 billion with a TEU-weighted duration of 3.6 years6. |
| · | Entered into more than 40 chartering agreements for the owned dry bulk fleet since Q3 2023 earnings release. |
| VII. | DIVIDEND ANNOUNCEMENTS – SHARE REPURCHASE PROGRAM |
| · | On January 2, 2024, the Company declared a dividend of $0.115 per share on the common stock, which was paid on February 7, 2024, to holders of record of common stock as of January 22, 2024. |
| · | On January 2, 2024, 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 January 16, 2024 to holders of record as of January 12, 2024. |
| · | Available funds remaining under the share repurchase program of $30 million for common shares and $150 million for preferred shares. |
Mr. Gregory Zikos, Chief Financial Officer of Costamare Inc., commented:
“2023 has been a growth year for Costamare. The Company had revenues of $1.5 billion and generated Net Income of about $350 million. Liquidity stood at around $1 billion as of year-end.
Following our strategic decision in 2021 to enter into the dry bulk sector at an opportune time in the cycle, we grew during 2023 our newly established trading platform to an operator managing a fleet of 51 dry bulk vessels. Having invested $200 million in the new venture, we have a long-term commitment to the sector whose fundamentals we view positively.
Regarding Neptune Maritime Leasing, the platform has been steadily growing on a prudent basis throughout 2023, having now concluded leasing transactions for 23 ships with a total value of about $250 million. We are committed to growing further the leasing business on the back of a healthy pipeline extending over the coming quarters.
On the owned dry bulk fleet side, we are executing our strategy to renew the dry bulk fleet and increase its average size. During the year we took the decision to dispose of 12 smaller sized vessels and agreed to acquire three capesize and one ultramax vessel. Subject to market conditions, our goal is to continue our expansion in the dry market.
On the containership market, recent events have been contributing positively to the supply and demand dynamics, pushing up box and charter rates. These recent developments are mitigating the effects of oversupply in the containership market, as tonnage is expected to remain tight at least until the Chinese New Year. We have proactively secured employment for 95% and 78% of our open days for 2024 and 2025 respectively, putting our contracted revenues for container vessels at $2.5 billion with a remaining time charter duration of 3.6 years.”
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.
6 As of February 6, 2024.
| 3 |
Financial Summary
| Year ended December 31, | Three-month period ended December 31, | |||||||||||||||
| (Expressed in thousands of U.S. dollars, except share and per share data) | 2022 | 2023 | 2022 | 2023 | ||||||||||||
| Voyage revenue | $ | 1,113,859 | $ | 1,502,491 | $ | 265,431 | $ | 490,523 | ||||||||
| Accrued charter revenue (1) | $ | (2,631 | ) | $ | 3,293 | $ | (3,413 | ) | $ | (1,222 | ) | |||||
| Amortization of time-charter assumed | $ | 198 | $ | (197 | ) | $ | 50 | $ | (56 | ) | ||||||
| Voyage revenue adjusted on a cash basis (2) | $ | 1,111,426 | $ | 1,505,587 | $ | 262,068 | $ | 489,245 | ||||||||
| Income from investments in leaseback vessels | — | $ | 8,915 | — | $ | 4,324 | ||||||||||
| Adjusted Net Income available to common stockholders (3) | $ | 405,274 | $ | 249,006 | $ | 74,837 | $ | 79,981 | ||||||||
| Weighted Average number of shares | 122,964,358 | 120,299,172 | 121,983,112 | 118,042,187 | ||||||||||||
| Adjusted Earnings per share (3) | $ | 3.30 | $ | 2.07 | $ | 0.61 | $ | 0.68 | ||||||||
| Net Income | $ | 554,692 | $ | 381,019 | $ | 194,176 | $ | 104,675 | ||||||||
| Net Income available to common stockholders | $ | 523,887 | $ | 354,681 | $ | 186,672 | $ | 96,586 | ||||||||
| Weighted Average number of shares | 122,964,358 | 120,299,172 | 121,983,112 | 118,042,187 | ||||||||||||
| Earnings per share | $ | 4.26 | $ | 2.95 | $ | 1.53 | $ | 0.82 | ||||||||
(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 years ended December 31, 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.
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Exhibit I
Reconciliation of Net Income to Adjusted Net Income available to common stockholders and Adjusted Earnings per Share
| Year-ended December 31, |
Three-month period ended December 31, |
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| (Expressed in thousands of U.S. dollars, except share and per share data) | 2022 | 2023 | 2022 | 2023 | ||||||||||||
| Net Income | $ | 554,692 | $ | 381,019 | $ | 194,176 | $ | 104,675 | ||||||||
| Earnings allocated to Preferred Stock | (31,068 | ) | (31,068 | ) | (7,767 | ) | (7,767 | ) | ||||||||
| Non-Controlling Interest | 263 | 4,730 | 263 | (322 | ) | |||||||||||
| Net Income available to common stockholders | 523,887 | 354,681 | 186,672 | 96,586 | ||||||||||||
| Accrued charter revenue | (2,631 | ) | 3,293 | (3,413 | ) | (1,222 | ) | |||||||||
| General and administrative expenses - non-cash component | 7,089 | 5,850 | 1,388 | 1,556 | ||||||||||||
| Amortization of time-charter assumed | 198 | (197 | ) | 50 | (56 | ) | ||||||||||
| Realized (gain) / loss on Euro/USD forward contracts (1) | 2,323 | (729 | ) | 517 | (193 | ) | ||||||||||
| Vessels’ impairment loss | 1,691 | 434 | 1,691 | 205 | ||||||||||||
| (Gain) / loss on sale of vessels, net | (126,336 | ) | (112,220 | ) | (105,086 | ) | 971 | |||||||||
| Loss on vessels held for sale | — | 2,305 | — | 2,305 | ||||||||||||
| Loss on sale of vessels, net, by jointly owned companies with York Capital included in equity gain on investments (1) | — | 493 | — | — | ||||||||||||
| Non-recurring, non-cash write-off of loan deferred financing costs | 3,309 | 1,484 | 914 | 45 | ||||||||||||
| Gain on derivative instruments, excluding realized (gain)/loss on derivative instruments (1) | (2,698 | ) | (4,801 | ) | (5,332 | ) | (18,629 | ) | ||||||||
| Non-recurring payments for loan cancellation fees | 1,032 | — | 26 | — | ||||||||||||
| Other non-cash items | (2,590 | ) | (1,587 | ) | (2,590 | ) | (1,587 | ) | ||||||||
| Adjusted Net Income available to common stockholders | $ | 405,274 | $ | 249,006 | $ | 74,837 | $ | 79,981 | ||||||||
| Adjusted Earnings per Share | $ | 3.30 | $ | 2.07 | $ | 0.61 | $ | 0.68 | ||||||||
| Weighted average number of shares | 122,964,358 | 120,299,172 | 121,983,112 | 118,042,187 | ||||||||||||
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 vessels held for sale, realized (gain) / loss on Euro/USD forward contracts, vessels’ impairment loss, (gain) / loss on sale of vessels, net, loss on sale of vessels, net, 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 on derivative instruments, excluding realized (gain)/loss on derivative instruments, non-recurring payments for loan cancellation fees and other non-cash items. “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 December 31, 2023 compared to the three-month period ended December 31, 2022
During the three-month periods ended December 31, 2023 and 2022, we had an average of 111.6 and 114.7 vessels, respectively, in our owned fleet. In addition, during the three-month period ended December 31, 2023, through our dry bulk operating platform Costamare Bulkers Inc. (“CBI”), we chartered-in an average of 63.3 third-party dry bulk vessels. As of February 6, 2024, CBI has chartered-in 51 dry bulk vessels on period charters.
During the three-month period ended December 31, 2023, we sold the dry bulk vessels Peace, Pride and Cetus with an aggregate DWT of 143,941 and the container vessel Oakland with a TEU capacity of 4,890.
Furthermore, during the three-month period ended December 31, 2023, we acquired the 51% equity interest of York Capital of the 2001-built, 1,550 TEU capacity containership Arkadia and as a result we obtained 100% of the equity interest in the vessel.
Up to December 31, 2023, we have invested in Neptune Maritime Leasing Limited (“NML”) the amount of $119.6 million. During the three-month period ended December 31, 2023, NML is included in our consolidated financial statements.
In the three-month periods ended December 31, 2023 and 2022, our fleet ownership days totaled 10,267 and 10,552 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.
Consolidated Financial Results and Vessels’ Operational Data(1)
|
Three-month period ended December 31, |
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| (Expressed in millions of U.S. dollars, except percentages) | 2022 | 2023 | Change |
Percentage change |
||||||||||||
| Voyage revenue | $ | 265.4 | $ | 490.5 | $ | 225.1 | 84.8 | % | ||||||||
| Income from investments in leaseback vessels | — | 4.3 | 4.3 | n.m. | ||||||||||||
| Voyage expenses | (15.1 | ) | (90.0 | ) | 74.9 | n.m. | ||||||||||
| Charter-in hire expenses | — | (166.3 | ) | 166.3 | n.m. | |||||||||||
| Voyage expenses – related parties | (3.7 | ) | (3.7 | ) | — | n.m. | ||||||||||
| Vessels’ operating expenses | (70.9 | ) | (64.0 | ) | (6.9 | ) | (9.7 | %) | ||||||||
| General and administrative expenses | (3.1 | ) | (3.9 | ) | 0.8 | 25.8 | % | |||||||||
| Management and agency fees – related parties | (13.9 | ) | (12.3 | ) | (1.6 | ) | (11.5 | %) | ||||||||
| General and administrative expenses - non-cash component | (1.4 | ) | (1.5 | ) | 0.1 | 7.1 | % | |||||||||
| Amortization of dry-docking and special survey costs | (4.0 | ) | (5.3 | ) | 1.3 | 32.5 | % | |||||||||
| Depreciation | (41.7 | ) | (41.8 | ) | 0.1 | 0.2 | % | |||||||||
| Gain / (loss) on sale of vessels, net | 105.1 | (1.0 | ) | (106.1 | ) | n.m. | ||||||||||
| Loss on vessels held for sale | — | (2.3 | ) | 2.3 | n.m. | |||||||||||
| Vessels’ impairment loss | (1.7 | ) | (0.2 | ) | (1.5 | ) | (88.2 | %) | ||||||||
| Foreign exchange gains | 2.7 | 3.9 | 1.2 | 44.4 | % | |||||||||||
| Interest income | 4.9 | 6.9 | 2.0 | 40.8 | % | |||||||||||
| Interest and finance costs | (35.8 | ) | (34.4 | ) | (1.4 | ) | (3.9 | %) | ||||||||
| Income from equity method investments | 0.7 | 0.1 | (0.6 | ) | (85.7 | %) | ||||||||||
| Other | 1.4 | 1.2 | (0.2 | ) | (14.3 | %) | ||||||||||
| Gain on derivative instruments, net | 5.3 | 24.5 | 19.2 | n.m. | ||||||||||||
| Net Income | $ | 194.2 | $ | 104.7 | ||||||||||||
| 1 |
|
Three-month period ended December 31, |
||||||||||||||||
| (Expressed in millions of U.S. dollars, except percentages) | 2022 | 2023 | Change |
Percentage change |
||||||||||||
| Voyage revenue | $ | 265.4 | $ | 490.5 | $ | 225.1 | 84.8 | % | ||||||||
| Accrued charter revenue | (3.4 | ) | (1.2 | ) | 2.2 | 64.7 | % | |||||||||
| Amortization of time-charter assumed | 0.1 | (0.1 | ) | (0.2 | ) | n.m. | ||||||||||
| Voyage revenue adjusted on a cash basis (1) | $ | 262.1 | $ | 489.2 | $ | 227.1 | 86.6 | % | ||||||||
| Vessels’ operational data |
Three-month period ended December 31, |
|||||||||||||||
| 2022 | 2023 | Change |
Percentage change |
|||||||||||||
| Average number of vessels | 114.7 | 111.6 | (3.1 | ) | (2.7 | %) | ||||||||||
| Ownership days | 10,552 | 10,267 | (285 | ) | (2.7 | %) | ||||||||||
| Number of vessels under dry-docking and special survey | 7 | 7 | — | |||||||||||||
(1) Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. generally accepted accounting principles (“GAAP”). Refer to “Consolidated Financial Results and Vessels’ Operational Data” above for the reconciliation of Voyage revenue adjusted on a cash basis.
Voyage Revenue
Voyage revenue increased by 84.8%, or $225.1 million, to $490.5 million during the three-month period ended December 31, 2023, from $265.4 million during the three-month period ended December 31, 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 six container vessels and six dry bulk vessels that were sold during the fourth quarter of 2022 and the year ended December 31, 2023.
Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”) increased by 86.6%, or $227.1 million, to $489.2 million during the three-month period ended December 31, 2023, from $262.1 million during the three-month period ended December 31, 2022. Accrued charter revenue for the three-month periods ended December 31, 2023 and 2022 was a negative amount of $1.2 million and a negative amount of $3.4 million, respectively.
Income from investments in leaseback vessels
Income from investments in leaseback vessels was $4.3 million for the three-month period ended December 31, 2023. Income from investments in leaseback vessels was earned from NML’s operations during the fourth quarter of 2023. NML acquires, owns and bareboat charters out vessels through its wholly-owned subsidiaries.
Voyage Expenses
Voyage expenses were $90.0 million and $15.1 million for the three-month periods ended December 31, 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 $166.3 million and nil for the three-month periods ended December 31, 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 $3.7 million each of the three-month periods ended December 31, 2023 and 2022. 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 December 31, 2023 and 2022, respectively.
| 2 |
Vessels’ Operating Expenses
Vessels’ operating expenses, which also include the realized gain/(loss) under derivative contracts entered into in relation to foreign currency exposure, were $64.0 million and $70.9 million during the three-month periods ended December 31, 2023 and 2022, respectively. Daily vessels’ operating expenses were $6,231 and $6,719 for the three-month periods ended December 31, 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 $3.9 million and $3.1 million during the three-month periods ended December 31, 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 $11.7 million and $11.1 million during the three-month periods ended December 31, 2023 and 2022, respectively. Furthermore, during the three-month period ended December 31, 2023 and 2022, agency fees of $0.6 million and $2.8 million, respectively, were charged by our related agency companies, respectively, 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 December 31, 2023 amounted to $1.5 million, representing the value of the shares issued to a related service provider on December 29, 2023. General and administrative expenses - non-cash component for the three-month period ended December 31, 2022 amounted to $1.4 million, representing the value of the shares issued to a related service provider on December 30, 2022.
Amortization of Dry-Docking and Special Survey Costs
Amortization of deferred dry-docking and special survey costs was $5.3 million and $4.0 million during the three-month periods ended December 31, 2023 and 2022, respectively. During the three-month period ended December 31, 2023, five vessels underwent and completed their dry-docking and special survey and two vessels were in the process of completing their dry-docking and special survey. During the three-month period ended December 31, 2022, two vessels underwent and completed their dry-docking and special survey and five vessels were in the process of completing their dry-docking and special survey.
Depreciation
Depreciation expense for the three-month periods ended December 31, 2023 and 2022 was $41.8 million and $41.7 million, respectively.
Gain / (Loss) on Sale of Vessels, net
During the three-month period ended December 31, 2023, we recorded a net loss of $1.0 million from the sale of the dry bulk vessels Peace, Pride and Cetus and the sale of the container vessel Oakland, which was classified as a vessel held for sale as of September 30, 2023. During the three-month period ended December 31, 2022, we recorded a gain of $105.1 million from the sale of the container vessels Sealand Michigan, Sealand Illinois and York, each of which was classified as a vessel held for sale as of September 30, 2022 (initially classified as vessels held for sale as of December 31, 2021).
Vessels Held for Sale
During the three-month period ended December 31, 2023, we recorded a loss on vessels held for sale of $2.3 million representing the expected loss from the sale of the dry bulk vessels Konstantinos and Progress during the next twelve-month period. Furthermore, during the three-month period ended December 31, 2023, the dry bulk vessels Manzanillo and Adventure were each classified as a vessel held for sale but no loss on vessels held for sale was recorded, since each vessel’s estimated fair value less costs to sell exceeded each vessel’s carrying value. As of December 31, 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) continued to be classified as vessels held for sale. No loss on vessels held for sale was recorded during the fourth quarter of 2022, since each vessel’s fair value less cost to sell exceeded each vessel’s carrying value.
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Vessels’ Impairment Loss
During the three-month period ended December 31, 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 December 31, 2022, we recorded an impairment loss in relation to four of our dry bulk vessels in the amount of $1.7 million, in the aggregate.
Interest Income
Interest income amounted to $6.9 million and $4.9 million for the three-month periods ended December 31, 2023 and 2022, respectively.
Interest and Finance Costs
Interest and finance costs were $34.4 million and $35.8 million during the three-month periods ended December 31, 2023 and 2022, respectively. The decrease is mainly attributable to the decreased interest expense due to lower average loan balance during the three-month period ended December 31, 2023 compared to the three-month period ended December 31, 2022.
Income from Equity Method Investments
Income from equity method investments for the three-month periods ended December 31, 2023 and 2022 was $0.1 million and $0.7 million, respectively, representing our share of the gain in jointly owned companies set up pursuant to the Framework Deed. During the three-month period ended December 31, 2023 we acquired the 51% equity interest of York Capital of the 2001-built, 1,550 TEU capacity containership Arkadia and as a result we obtained 100% of the equity interest in the vessel. As of December 31, 2023 and 2022 two and five companies, respectively, were jointly owned pursuant to the Framework Deed out of which nil and four companies, respectively, owned container vessels.
Gain on Derivative Instruments, net
As of December 31, 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 December 31, 2023, the fair value of these instruments, in aggregate, amounted to a net asset of $47.7 million. During the three-month period ended December 31, 2023, a net loss of $23.3 million has been included in OCI and a net gain of $24.5 million has been included in Gain on Derivative Instruments, net.
Cash Flows
Three-month periods ended December 31, 2023 and 2022
| Condensed cash flows | Three-month period ended December 31, | |||||||
| (Expressed in millions of U.S. dollars) | 2022 | 2023 | ||||||
| Net Cash Provided by Operating Activities | $ | 124.4 | $ | 152.9 | ||||
| Net Cash Provided by / (Used in) Investing Activities | $ | 81.9 | $ | (33.3 | ) | |||
| Net Cash Used in Financing Activities | $ | (110.6 | ) | $ | (101.0 | ) | ||
Net Cash Provided by Operating Activities
Net cash flows provided by operating activities for the three-month period ended December 31, 2023, increased by $28.5 million to $152.9 million, from $124.4 million for the three-month period ended December 31, 2022. The increase is mainly attributable to the favorable 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 decreased payments for interest (including interest derivatives net receipts) during the three-month period ended December 31, 2023 compared to the three-month period ended December 31, 2022 and to the decreased dry-docking and special survey costs during the three-month period ended December 31, 2023 compared to the three-month period ended December 31, 2022; partly offset by the decreased net cash from operations during the three-month period ended December 31, 2023 compared to the three-month period ended December 31, 2022.
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Net Cash Provided by / (Used in) Investing Activities
Net cash used in investing activities was $33.3 million in the three-month period ended December 31, 2023, which mainly consisted of (i) an advance payment for the acquisition of the secondhand dry bulk vessel Iron Miracle (tbr. Miracle), (ii) payments for upgrades for certain of our container and dry bulk vessels, (iii) payments for net investments into which NML entered and (iv) payments for the purchase of short-term investments in US Treasury Bills; partly offset by the proceeds we received from the sale of one container vessel and three dry bulk vessels.
Net cash provided by investing activities was $81.9 million in the three-month period ended December 31, 2022, which mainly consisted of proceeds we received from (i) the sale of three container vessels and (ii) the maturity of part of our short-term investments in US Treasury Bills; partly off-set by payments for the purchase of short-term investments in US Treasury Bills and payments for upgrades for certain of our container and dry bulk vessels.
Net Cash Used in Financing Activities
Net cash used in financing activities was $101.0 million in the three-month period ended December 31, 2023, which mainly consisted of (a) $88.0 million net payments relating to our debt financing agreements and finance lease liability agreement (including proceeds of $12 million we received from one debt financing agreement), (b) $9.3 million we paid for dividends to holders of our common stock for the third quarter of 2023 and (c) $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 July 15, 2023 to October 14, 2023.
Net cash used in financing activities was $110.6 million in the three-month period ended December 31, 2022, which mainly consisted of (a) $95.3 million net payments relating to our debt financing agreements (including proceeds of $197.9 million we received from three of our debt financing agreements), (b) $10.0 million we paid for dividends to holders of our common stock for the third quarter of 2022 and (c) $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 July 15, 2022 to October 14, 2022.
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Results of Operations
Year ended December 31, 2023 compared to the year ended December 31, 2022
During the year ended December 31, 2023 and 2022, we had an average of 111.4 and 116.7 vessels, respectively, in our owned fleet. In addition, during the year ended December 31, 2023, through CBI we chartered-in an average of 43.1 third-party dry bulk vessels. As of February 6, 2024, CBI has chartered-in 51 dry bulk vessels on period charters.
During the year ended December 31, 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, (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 and (iii) we acquired the 51% equity interest of York Capital of the 2001-built, 1,550 TEU capacity containership Arkadia and as a result we obtained 100% of the equity interest in the vessel.
In addition, during the year ended December 31, 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, Sealand Washington and Oakland with an aggregate TEU capacity of 18,182 and the dry bulk vessels Miner, Taibo, Comity, Peace, Pride and Cetus with an aggregate DWT of 248,655.
During the year ended December 31, 2022, we acquired (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 year ended December 31, 2022, we sold the container vessels Messini, Sealand Michigan, Sealand Illinois and York with an aggregate TEU capacity of 22,402, and the dry bulk vessel Thunder, with DWT of 57,334.
Up to December 31, 2023, we have invested in NML the amount of $119.6 million. NML is included in our consolidated financial statements.
In the years ended December 31, 2023 and 2022, our fleet ownership days totaled 40,652 and 42,595 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.
Consolidated Financial Results and Vessels’ Operational Data(1)
|
Year ended December 31, |
||||||||||||||||
|
(Expressed in millions of U.S. dollars, except percentages) |
2022 | 2023 | Change |
Percentage change |
||||||||||||
| Voyage revenue | $ | 1,113.9 | $ | 1,502.5 | $ | 388.6 | 34.9 | % | ||||||||
| Income from investments in lease back vessels | — | 8.9 | 8.9 | n.m. | ||||||||||||
| Voyage expenses | (49.1 | ) | (275.9 | ) | 226.8 | n.m. | ||||||||||
| Charter-in hire expenses | — | (340.9 | ) | 340.9 | n.m. | |||||||||||
| Voyage expenses – related parties | (15.4 | ) | (14.0 | ) | (1.4 | ) | (9.1 | %) | ||||||||
| Vessels’ operating expenses | (269.2 | ) | (258.1 | ) | (11.1 | ) | (4.1 | %) | ||||||||
| General and administrative expenses | (12.4 | ) | (18.4 | ) | 6.0 | 48.4 | % | |||||||||
| Management and agency fees – related parties | (46.7 | ) | (56.3 | ) | 9.6 | 20.6 | % | |||||||||
| General and administrative expenses – non-cash component | (7.1 | ) | (5.8 | ) | (1.3 | ) | (18.3 | %) | ||||||||
| Amortization of dry-docking and special survey costs | (13.5 | ) | (19.8 | ) | 6.3 | 46.7 | % | |||||||||
| Depreciation | (166.0 | ) | (166.3 | ) | 0.3 | 0.2 | % | |||||||||
| Gain on sale of vessels, net | 126.3 | 112.2 | (14.1 | ) | (11.2 | %) | ||||||||||
| Loss on vessels held for sale | — | (2.3 | ) | 2.3 | n.m. | |||||||||||
| Vessels’ impairment loss | (1.7 | ) | (0.4 | ) | (1.3 | ) | (76.5 | %) | ||||||||
| Foreign exchange gains | 3.2 | 2.6 | (0.6 | ) | (18.8 | %) | ||||||||||
| Interest income | 5.9 | 32.4 | 26.5 | n.m. | ||||||||||||
| Interest and finance costs | (122.2 | ) | (144.4 | ) | 22.2 | 18.2 | % | |||||||||
| Income from equity method investments | 2.3 | 0.8 | (1.5 | ) | (65.2 | %) | ||||||||||
| Other | 3.7 | 6.9 | 3.2 | 86.5 | % | |||||||||||
| Gain on derivative instruments, net | 2.7 | 17.3 | 14.6 | n.m. | ||||||||||||
| Net Income | $ | 554.7 | $ | 381.0 | ||||||||||||
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|
Year ended December 31, |
||||||||||||||||
| (Expressed in millions of U.S. dollars, except percentages) | 2022 | 2023 | Change |
Percentage change |
||||||||||||
| Voyage revenue | $ | 1,113.9 | $ | 1,502.5 | $ | 388.6 | 34.9 | % | ||||||||
| Accrued charter revenue | (2.6 | ) | 3.3 | 5.9 | n.m. | |||||||||||
| Amortization of time-charter assumed | 0.2 | (0.2 | ) | (0.4 | ) | n.m. | ||||||||||
| Voyage revenue adjusted on a cash basis (1) | $ | 1,111.5 | $ | 1,505.6 | $ | 394.1 | 35.5 | % | ||||||||
|
Vessels’ operational data |
Year ended December 31, |
|||||||||||||||
| 2022 | 2023 | Change |
Percentage change |
|||||||||||||
| Average number of vessels | 116.7 | 111.4 | (5.3 | ) | (4.5 | %) | ||||||||||
| Ownership days | 42,595 | 40,652 | (1,943 | ) | (4.6 | %) | ||||||||||
| Number of vessels under dry-docking and special survey | 23 | 25 | 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 34.9%, or $388.6 million, to $1,502.5 million during the year ended December 31, 2023, from $1,113.9 million during the year ended December 31, 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 seven container vessels and seven dry bulk vessels sold during 2022 and 2023.
Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”) increased by 35.5%, or $394.1 million, to $1,505.6 million during the year ended December 31, 2023, from $1,111.5 million during the year ended December 31, 2022. Accrued charter revenue for the years ended December 31, 2023 and 2022 was a positive amount of $3.3 million and a negative amount of $2.6 million, respectively.
Income from investments in leaseback vessels
Income from investments in leaseback vessels was $8.9 million for the year ended December 31, 2023. Income from investments in leaseback vessels was earned from NML’s operations since the second quarter of 2023. NML acquires, owns and bareboat charters out vessels through its wholly-owned subsidiaries.
Voyage Expenses
Voyage expenses were $275.9 million and $49.1 million for the years ended December 31, 2023 and 2022, respectively. Voyage expenses increased, period over period, mainly due to the operations of CBI which was fully operational during the year ended December 31, 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 $340.9 million and nil for the years ended December 31, 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.
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Voyage Expenses – related parties
Voyage expenses – related parties were $14.0 million and $15.4 million for the years ended December 31, 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 $1.4 million and $1.5 million, in the aggregate, for the years ended December 31, 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 $258.1 million and $269.2 million during the years ended December 31, 2023 and 2022, respectively. Daily vessels’ operating expenses were $6,349 and $6,321 for the years ended December 31, 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 $18.4 million and $12.4 million during the years ended December 31, 2023 and 2022, respectively, and include amounts of $2.7 million and $2.7 million, respectively, that were paid to a related service provider.
Management and Agency Fees – related parties
Management fees charged by our related managers were $44.6 million and $43.9 million during the years ended December 31, 2023 and 2022, respectively. Furthermore, during the years ended December 31, 2023 and 2022, agency fees of $11.7 million and $2.8 million, respectively, were charged by related agency companies, respectively, in connection with the operations of CBI.
General and Administrative Expenses – non-cash component
General and administrative expenses – non-cash component for the year ended December 31, 2023 amounted to $5.8 million, representing the value of the shares issued to a related service provider on March 30, 2023, June 30, 2023, September 29, 2023 and December 29, 2023. General and administrative expenses – non-cash component for the year ended December 31, 2022 amounted to $7.1 million, representing the value of the shares issued to a related service provider on March 30, 2022, on June 30, 2022, on September 30, 2022 and on December 30, 2022.
Amortization of Dry-Docking and Special Survey Costs
Amortization of deferred dry-docking and special survey costs was $19.8 million and $13.5 million during the years ended December 31, 2023 and 2022, respectively. During the year ended December 31, 2023, 23 vessels underwent and completed their dry-docking and special survey and two vessels were in the process of completing their dry-docking and special survey. During the year ended December 31, 2022, 18 vessels underwent and completed their dry-docking and special survey and five vessels were in the process of completing their dry-docking and special survey.
Depreciation
Depreciation expense for the years ended December 31, 2023 and 2022 was $166.3 million and $166.0 million, respectively.
Gain on Sale of Vessels, net
During the year ended December 31, 2023, we recorded an aggregate net gain of $112.2 million from (i) the sale of the container vessel Oakland, which was classified as a vessel held for sale as of September 30, 2023, (ii) the sale of the container vessels Maersk Kalamata and Sealand Washington, each of which was classified as a vessel held for sale as of December 31, 2022 (initially classified as vessels held for sale as of March 31, 2022), (iii) the sale of the dry bulk vessel Taibo, which was classified as a vessel held for sale as of March 31, 2023, (iv) the sale of the dry bulk vessels Peace, Pride, Cetus, Miner and Comity and (v) the result of the accounting classification of the container vessels Vela and Vulpecula as “Net investment in Sale type lease (Vessels)”. During the year ended December 31, 2022, we recorded an aggregate gain of $126.3 million from the sale of the container vessels Messini, Sealand Michigan, Sealand Illinois and York (vessels each classified as held for sale during the fourth quarter of 2021) and the dry bulk vessel Thunder (a vessel classified as held for sale during the first quarter of 2022).
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Vessels Held for Sale
During the year ended December 31, 2023, we recorded a loss on vessels held for sale of $2.3 million, representing the expected loss from the sale of the dry bulk vessels Konstantinos and Progress during the next twelve-month period. Furthermore, during the year ended December 31, 2023, the dry bulk vessels Manzanillo and Adventure were classified as vessels held for sale but no loss on vessels held for sale was recorded, since each vessel’s estimated fair value less costs to sell exceeded each vessel’s carrying value. During the year ended December 31, 2022, the container vessels Sealand Washington and Maersk Kalamata were classified as vessels held for sale. No loss on vessels held for sale was recorded during the year ended December 31, 2022, since each vessel’s fair value less cost to sell exceeded each vessel’s carrying value.
Vessels’ Impairment Loss
During the year ended December 31, 2023, we recorded an impairment loss in relation to two of our dry bulk vessels in the amount of $0.4 million in the aggregate. During the year ended December 31, 2022, we recorded an impairment loss in relation to four of our dry bulk vessels in the amount of $1.7 million, in the aggregate.
Interest Income
Interest income amounted to $32.4 million and $5.9 million for the years ended December 31, 2023 and 2022, respectively.
Interest and Finance Costs
Interest and finance costs were $144.4 million and $122.2 million during the years ended December 31, 2023 and 2022, respectively. The increase is mainly attributable to the increased interest expense due to increased financing costs during the year ended December 31, 2023 compared to the year ended December 31, 2022.
Income from Equity Method Investments
Income from equity method investments for the years ended December 31, 2023 and 2022 was $0.8 million and $2.3 million, respectively, representing our share of the income in jointly owned companies set up pursuant to the Framework Deed. During the year ended December 31, 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, (ii) acquired the 51% equity interest of York Capital of the 2018-built, 3,800 TEU capacity containership Polar Brasil and as result we acquired the 100% equity interest in the vessel and (iii) acquired the 51% equity interest of York Capital of the 2001-built, 1,550 TEU capacity containership Arkadia and as a result we obtained 100% of the equity interest in the vessel. As of December 31, 2023 and 2022, two and five companies, respectively, were jointly owned pursuant to the Framework Deed out of which nil and four companies, respectively, owned container vessels.
Gain on Derivative Instruments, net
As of December 31, 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 December 31, 2023, the fair value of these instruments, in aggregate, amounted to a net asset of $47.7 million. During the year ended December 31, 2023, a net loss of $25.0 million has been included in OCI and a gain of $17.3 million has been included in Gain on Derivative Instruments, net.
Cash Flows
Years ended December 31, 2023 and 2022
| Condensed cash flows | Year ended December 31, | |||||||
| (Expressed in millions of U.S. dollars) | 2022 | 2023 | ||||||
| Net Cash Provided by Operating Activities | $ | 581.6 | $ | 331.4 | ||||
| Net Cash Provided by Investing Activities | $ | 42.5 | $ | 79.1 | ||||
| Net Cash Used in Financing Activities | $ | (166.1 | ) | $ | (396.8 | ) | ||
| 9 |
Net Cash Provided by Operating Activities
Net cash flows provided by operating activities for the year ended December 31, 2023, decreased by $250.2 million to $331.4 million, from $581.6 million for the year ended December 31, 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 interest derivatives net receipts) during the year ended December 31, 2023 compared to the year ended December 31, 2022 and to the increased dry-docking and special survey costs during the year ended December 31, 2023 compared to the year ended December 31, 2022.
Net Cash Provided by Investing Activities
Net cash provided by investing activities was $79.1 million in the year ended December 31, 2023, which mainly consisted of proceeds we received from (i) the sale of the container vessels Sealand Washington, Maersk Kalamata and Oakland and the dry bulk vessels Miner, Taibo, Comity, Peace, Pride and Cetus 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, an advance payment for the acquisition of the secondhand dry bulk vessel Iron Miracle (tbr. Miracle) and payments for net investments into which NML entered.
Net cash provided by investing activities was $42.5 million in the year ended December 31, 2022, which mainly consisted of proceeds we received from (i) the sale of four container vessels and one dry bulk vessel and (ii) the maturity of part of our short-term investments in US Treasury Bills; partly off-set by (i) payments for the acquisition of two secondhand dry bulk vessels, (ii) settlement payment for the delivery of one secondhand dry bulk vessel, (iii) payments 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.
Net Cash Used in Financing Activities
Net cash used in financing activities was $396.8 million in the year ended December 31, 2023, which mainly consisted of (a) $256.0 million net payments relating to our debt financing agreements and finance lease liability agreement (including proceeds of $576.2 million we received from eight debt financing agreements), (b) $60.0 million we paid for the re-purchase of 6.3 million of our common shares, (c) $39.1 million we paid for dividends to holders of our common stock for the fourth quarter of 2022, the first quarter of 2023, the second quarter of 2023 and the third quarter of 2023 and (d) $3.8 million we paid for dividends to holders of our Series B Preferred Stock, $8.5 million we paid for dividends to holders of our Series C Preferred Stock, $8.7 million we paid for dividends to holders of our Series D Preferred Stock and $10.2 million we paid for dividends to holders of our Series E Preferred Stock for the periods from October 15, 2022 to January 14, 2023, January 15, 2023 to April 14, 2023, April 15, 2023 to July 14, 2023 and July 15, 2023 to October 14, 2023.
Net cash used in financing activities was $166.1 million in the year ended December 31, 2022, which mainly consisted of (a) $30.0 million net proceeds relating to our debt financing agreements (including proceeds of $1,014.3 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) $88.4 million we paid for dividends to holders of our common stock for the fourth quarter of 2021, the first quarter of 2022, the second quarter of 2022 and the third 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) $3.8 million we paid for dividends to holders of our Series B Preferred Stock, $8.5 million we paid for dividends to holders of our Series C Preferred Stock, $8.7 million we paid for dividends to holders of our Series D Preferred Stock and $10.2 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, April 15, 2022 to July 14, 2022 and July 15, 2022 to October 14, 2022.
Liquidity and Unencumbered Vessels
Cash and cash equivalents
As of December 31, 2023, we had Cash and cash equivalents (including restricted cash) of $825.2 million, $17.5 million invested in short-dated US Treasury Bills (short-term investments) and $13.7 million margin deposits in relation to our FFAs and bunker swaps. Furthermore, as of December 31, 2023, our liquidity stood at approximately $989 million including (a) our share of cash amounting to $0.4 million held in joint venture companies set up pursuant to the Framework Deed and (b) $132.2 million of available undrawn funds from two hunting license facilities.
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Debt-free vessels
As of February 6, 2024, 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 | ||||
| KONSTANTINOS | 2012 | 32,178 |
Conference Call details:
On February 7, 2024 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 February 14, 2024. 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: 3254175.
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 50 years of history in the international shipping industry and a fleet of 68 containerships, with a total capacity of approximately 513,000 TEU and 41 dry bulk vessels with a total capacity of approximately 2,719,000 DWT (including four vessels that we have agreed to sell and one vessel we have agreed to acquire). The Company also has a dry bulk operating platform which charters in/out dry bulk vessels, enters into contracts of affreightment, forward freight agreements and may also utilize hedging solutions. The Company participates in a leasing business that provides financing to third-party owners. The Company’s common stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock trade on the New York Stock Exchange under the symbols “CMRE”, “CMRE PR B”, “CMRE PR C”, “CMRE PR D” and “CMRE PR E”, respectively.
Forward-Looking Statements
This earnings release contains “forward-looking statements”. In some cases, you can identify these statements by forward-looking words such as “believe”, “intend”, “anticipate”, “estimate”, “project”, “forecast”, “plan”, “potential”, “may”, “should”, “could”, “expect” and similar expressions. These statements are not historical facts but instead represent only Costamare’s belief regarding future results, many of which, by their nature, are inherently uncertain and outside of Costamare’s control. It is possible that actual results may differ, possibly materially, from those anticipated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect future results, see the discussion in the Company’s Annual Report on Form 20-F (File No. 001-34934) under the caption “Risk Factors”.
Company Contacts:
Gregory Zikos – Chief Financial Officer
Konstantinos
Tsakalidis – Business Development
Costamare Inc., Monaco
Tel: (+377) 93 25 09 40
Email: ir@costamare.com
| 11 |
Containership Fleet List
The table below provides additional information, as of February 6, 2024, about our fleet of containerships 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(i) | Evergreen | 2016 | 14,424 | (*) | April 2026 |
| 3 | TALOS(i) | Evergreen | 2016 | 14,424 | (*) | July 2026 |
| 4 | TAURUS(i) | Evergreen | 2016 | 14,424 | (*) | August 2026 |
| 5 | THESEUS(i) | Evergreen | 2016 | 14,424 | (*) | August 2026 |
| 6 | YM TRIUMPH(i) | Yang Ming | 2020 | 12,690 | (*) | May 2030 |
| 7 | YM TRUTH(i) | Yang Ming | 2020 | 12,690 | (*) | May 2030 |
| 8 | YM TOTALITY(i) | Yang Ming | 2020 | 12,690 | (*) | July 2030 |
| 9 | YM TARGET(i) | Yang Ming | 2021 | 12,690 | (*) | November 2030 |
| 10 | YM TIPTOP(i) | 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 | (*) | April 2026 |
| 19 | COSCO HELLAS | COSCO | 2006 | 9,469 | (*) | July 2026 |
| 20 | BEIJING | COSCO | 2006 | 9,469 | 39,600/(*) | June 2026(4) |
| 21 | MSC AZOV | MSC | 2014 | 9,403 | 35,300 | December 2026 |
| 22 | MSC AMALFI | MSC | 2014 | 9,403 | 46,300 | March 2027(5) |
| 23 | MSC AJACCIO | MSC | 2014 | 9,403 | 35,300 | February 2027 |
| 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(6) |
| 27 | VALUE | Hapag Lloyd/(*) | 2013 | 8,827 | 32,400/(*) | April 2030(7) |
| 28 | VALIANT | Hapag Lloyd/(*) | 2013 | 8,827 | 32,400/(*) | June 2030(8) |
| 29 | VALENCE | Hapag Lloyd/(*) | 2013 | 8,827 | 32,400/(*) | July 2030(9) |
| 30 | VANTAGE | Hapag Lloyd/(*) | 2013 | 8,827 | 32,400/(*) | September 2030(10) |
| 31 | NAVARINO | MSC/(*) | 2010 | 8,531 | 31,000/(*) | March 2029(11) |
| 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(12) |
| 12 |
|
|
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(12) |
| 48 | MEGALOPOLIS | Maersk | 2013 | 4,957 | 13,500 | July 2025(13) |
| 49 | MARATHOPOLIS | Maersk | 2013 | 4,957 | 13,500 | July 2025(13) |
| 50 | GIALOVA | ZIM | 2009 | 4,578 | 25,500 | April 2024 |
| 51 | DYROS | Maersk | 2008 | 4,578 | 22,750 | February 2025(14) |
| 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 | March 2025(16) |
| 56 | VELA | ZIM | 2009 | 4,258 |
43,250 (on average) |
April 2028(17) |
| 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 (i) | Maersk | 2018 | 3,800 | 19,700 | January 2025(18) |
| 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 | Swire Shipping | 2001 | 1,550 | 14,250 | March 2024 |
| 66 | MICHIGAN | (*) | 2008 | 1,300 | (*) | October 2025 |
| 67 | TRADER | (*)/(*) | 2008 | 1,300 | (*)/(*) | October 2026(19) |
| 68 | LUEBECK | MSC/(*) | 2001 | 1,078 | 15,000/(*) | April 2026(20) |
| (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) | Beijing will earn a daily rate of $39,600 until March 1, 2024. From the aforementioned date until the expiry of the charter, the vessel will earn an undisclosed rate. |
| (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) | 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. |
| (7) | 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. |
| (8) | 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. |
| (9) | 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. |
| (10) | 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. |
| (11) | 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. |
| (12) | 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. |
| (13) | 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. |
| 13 |
| (14) | The daily charter rate of $22,750 will be earned by Dyros until March 16, 2024. From the aforementioned date until the expiry of the charter, the daily rate will be $17,500. |
| (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) | The daily charter rate of $30,200 will be earned by Virgo until February 19, 2024. From the aforementioned date until the expiry of the charter, the daily rate will be $21,500. |
| (17) | 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. |
| (18) | Charterer has the option to extend the current time charter for three additional one-year periods at a daily rate of $21,000. |
| (19) | 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. |
| (20) | Luebeck is currently chartered to MSC at a daily rate of $15,000 until April 2024, at the earliest. Upon redelivery of the vessel from MSC, the vessel will commence a new charter with a leading liner company for a period of 24 to 26 months at an undisclosed rate. |
| (i) | Denotes vessels 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.
| 14 |
Dry Bulk Vessel Fleet List
The tables below provide information, as of February 6, 2024 about our fleet of dry bulk vessels, including the four vessels that we have agreed to sell and one vessel we have agreed to acquire.
|
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Vessel Name | Year Built | Capacity (DWT) |
| 1 | IRON MIRACLE (tbr. MIRACLE)(i) | 2011 | 180,643 |
| 2 | DORADO | 2011 | 179,842 |
| 3 | ENNA | 2011 | 175,975 |
| 4 | AEOLIAN | 2012 | 83,478 |
| 5 | GRENETA | 2010 | 82,166 |
| 6 | HYDRUS | 2011 | 81,601 |
| 7 | PHOENIX | 2012 | 81,569 |
| 8 | BUILDER | 2012 | 81,541 |
| 9 | FARMER | 2012 | 81,541 |
| 10 | SAUVAN | 2010 | 79,700 |
| 11 | ROSE | 2008 | 76,619 |
| 12 | MERCHIA | 2015 | 63,800 |
| 13 | SEABIRD | 2016 | 63,553 |
| 14 | DAWN | 2018 | 63,530 |
| 15 | ORION | 2015 | 63,473 |
| 16 | DAMON | 2012 | 63,227 |
| 17 | ARYA | 2013 | 61,424 |
| 18 | TITAN I | 2009 | 58,090 |
| 19 | ERACLE | 2012 | 58,018 |
| 20 | PYTHIAS | 2010 | 58,018 |
| 21 | NORMA | 2010 | 58,018 |
| 22 | ORACLE | 2009 | 57,970 |
| 23 | CURACAO | 2011 | 57,937 |
| 24 | URUGUAY | 2011 | 57,937 |
| 25 | ATHENA | 2012 | 57,809 |
| 26 | SERENA | 2010 | 57,266 |
| 27 | LIBRA | 2010 | 56,729 |
| 28 | PEGASUS | 2011 | 56,726 |
| 29 | MERIDA(ii) | 2012 | 56,670 |
| 30 | CLARA | 2008 | 56,557 |
| 31 | BERMONDI | 2009 | 55,469 |
| 32 | VERITY | 2012 | 37,163 |
| 33 | PARITY | 2012 | 37,152 |
| 34 | ACUITY | 2011 | 37,149 |
| 35 | EQUITY | 2013 | 37,071 |
| 36 | DISCOVERY | 2012 | 37,019 |
| 37 | BERNIS | 2011 | 34,627 |
| 38 | ADVENTURE(ii) | 2011 | 33,755 |
| 39 | ALLIANCE(ii) | 2012 | 33,751 |
| 40 | KONSTANTINOS(ii) | 2012 | 32,178 |
| 41 | RESOURCE | 2010 | 31,776 |
(i) Denotes vessel that we have agreed to acquire.
(ii) Denotes vessels that we have agreed to sell.
| 15 |
Consolidated Statements of Income
| Years ended December 31, | Three-months ended December 31, | |||||||||||||||
| (Expressed in thousands of U.S. dollars, except share and per share amounts) | 2022 | 2023 | 2022 | 2023 | ||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| REVENUES: | ||||||||||||||||
| Voyage revenue | $ | 1,113,859 | $ | 1,502,491 | $ | 265,431 | $ | 490,523 | ||||||||
| Income from investments in leaseback vessels | — | 8,915 | — | 4,324 | ||||||||||||
| Total revenues | $ | 1,113,859 | $ | 1,511,406 | $ | 265,431 | $ | 494,847 | ||||||||
| EXPENSES: | ||||||||||||||||
| Voyage expenses | (49,069 | ) | (275,856 | ) | (15,055 | ) | (90,005 | ) | ||||||||
| Charter-in hire expenses | — | (340,926 | ) | — | (166,256 | ) | ||||||||||
| Voyage expenses – related parties | (15,418 | ) | (13,993 | ) | (3,692 | ) | (3,731 | ) | ||||||||
| Vessels’ operating expenses | (269,231 | ) | (258,088 | ) | (70,901 | ) | (63,978 | ) | ||||||||
| General and administrative expenses | (12,440 | ) | (18,366 | ) | (3,150 | ) | (3,907 | ) | ||||||||
| Management and agency fees – related parties | (46,735 | ) | (56,254 | ) | (13,867 | ) | (12,304 | ) | ||||||||
| General and administrative expenses – non-cash component | (7,089 | ) | (5,850 | ) | (1,388 | ) | (1,556 | ) | ||||||||
| Amortization of dry-docking and special survey costs | (13,486 | ) | (19,782 | ) | (4,027 | ) | (5,310 | ) | ||||||||
| Depreciation | (165,998 | ) | (166,340 | ) | (41,762 | ) | (41,774 | ) | ||||||||
| Gain on sale of vessels, net | 126,336 | 112,220 | 105,086 | (971 | ) | |||||||||||
| Loss on vessels held for sale | — | (2,305 | ) | — | (2,305 | ) | ||||||||||
| Vessels’ impairment loss | (1,691 | ) | (434 | ) | (1,691 | ) | (205 | ) | ||||||||
| Foreign exchange gains | 3,208 | 2,576 | 2,653 | 3,860 | ||||||||||||
| Operating income | $ | 662,246 | $ | 468,008 | $ | 217,637 | $ | 106,405 | ||||||||
| OTHER INCOME / (EXPENSES): | ||||||||||||||||
| Interest income | $ | 5,956 | $ | 32,447 | $ | 4,863 | $ | 6,903 | ||||||||
| Interest and finance costs | (122,233 | ) | (144,429 | ) | (35,789 | ) | (34,406 | ) | ||||||||
| Income from equity method investments | 2,296 | 764 | 703 | 75 | ||||||||||||
| Other | 3,729 | 6,941 | 1,430 | 1,231 | ||||||||||||
| Gain on derivative instruments, net | 2,698 | 17,288 | 5,332 | 24,467 | ||||||||||||
| Total other expenses | $ | (107,554 | ) | $ | (86,989 | ) | $ | (23,461 | ) | $ | (1,730 | ) | ||||
| Net Income | $ | 554,692 | $ | 381,019 | $ | 194,176 | $ | 104,675 | ||||||||
| Earnings allocated to Preferred Stock | (31,068 | ) | (31,068 | ) | (7,767 | ) | (7,767 | ) | ||||||||
| Net (income) / loss attributable to the non-controlling interest | 263 | 4,730 | 263 | (322 | ) | |||||||||||
| Net Income available to common stockholders | $ | 523,887 | $ | 354,681 | $ | 186,672 | $ | 96,586 | ||||||||
| Earnings per common share, basic and diluted | $ | 4.26 | $ | 2.95 | $ | 1.53 | $ | 0.82 | ||||||||
| Weighted average number of shares, basic and diluted | 122,964,358 | 120,299,172 | 121,983,112 | 118,042,187 | ||||||||||||
| 16 |
COSTAMARE INC.
Consolidated Balance Sheets
| (Expressed in thousands of U.S. dollars) | As of December 31, 2022 | As of December 31, 2023 | ||||||
| ASSETS | (Audited) | (Unaudited) | ||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 718,049 | $ | 745,544 | ||||
| Restricted cash | 9,768 | 10,645 | ||||||
| Margin deposits | — | 13,748 | ||||||
| Short-term investments | 120,014 | 17,492 | ||||||
| Investment in leaseback vessels, current | — | 27,362 | ||||||
| Net investment in sales type lease (Vessels), current | — | 22,620 | ||||||
| Accounts receivable | 26,943 | 50,684 | ||||||
| Inventories | 28,039 | 61,266 | ||||||
| Due from related parties | 3,838 | 4,119 | ||||||
| Fair value of derivatives | 25,660 | 33,310 | ||||||
| Insurance claims receivable | 5,410 | 18,458 | ||||||
| Vessels held for sale | 55,195 | 40,307 | ||||||
| Time-charter assumed | 199 | 405 | ||||||
| Accrued charter revenue | 10,885 | 9,752 | ||||||
| Prepayments and other | 10,622 | 61,949 | ||||||
| Total current assets | $ | 1,014,622 | $ | 1,117,661 | ||||
| FIXED ASSETS, NET: | ||||||||
| Vessels and advances, net | 3,666,861 | 3,446,797 | ||||||
| Total fixed assets, net | $ | 3,666,861 | $ | 3,446,797 | ||||
| NON-CURRENT ASSETS: | ||||||||
| Equity method investments | $ | 20,971 | $ | 552 | ||||
| Investment in leaseback vessels, non-current | — | 191,674 | ||||||
| Deferred charges, net | 55,035 | 72,801 | ||||||
| Finance leases, right-of-use assets (Vessels) | — | 39,211 | ||||||
| Net investment in sales type lease (Vessels), non-current | — | 19,482 | ||||||
| Operating leases, right-of-use assets | — | 284,398 | ||||||
| Accounts receivable, non-current | 5,261 | 5,586 | ||||||
| Restricted cash | 83,741 | 69,015 | ||||||
| Fair value of derivatives, non-current | 37,643 | 28,639 | ||||||
| Accrued charter revenue, non-current | 11,627 | 10,937 | ||||||
| Time-charter assumed, non-current | 468 | 269 | ||||||
| Total assets | $ | 4,896,229 | $ | 5,287,022 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Current portion of long-term debt | $ | 320,114 | $ | 347,027 | ||||
| Finance lease liability | — | 2,684 | ||||||
| Operating lease liabilities, current portion | — | 160,993 | ||||||
| Accounts payable | 18,155 | 46,769 | ||||||
| Due to related parties | 2,332 | 3,172 | ||||||
| Accrued liabilities | 51,551 | 39,521 | ||||||
| Unearned revenue | 25,227 | 52,177 | ||||||
| Fair value of derivatives | 2,255 | 3,050 | ||||||
| Other current liabilities | 3,456 | 7,377 | ||||||
| Total current liabilities | $ | 423,090 | $ | 662,770 | ||||
| NON-CURRENT LIABILITIES | ||||||||
| Long-term debt, net of current portion | $ | 2,264,507 | $ | 1,999,193 | ||||
| Finance lease liability, net of current portion | — | 23,877 | ||||||
| Operating lease liabilities, non-current portion | — | 114,063 | ||||||
| Fair value of derivatives, net of current portion | 13,655 | 11,194 | ||||||
| Unearned revenue, net of current portion | 34,540 | 27,352 | ||||||
| Other non-current liabilities | — | 9,184 | ||||||
| Total non-current liabilities | $ | 2,312,702 | $ | 2,184,863 | ||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| Temporary equity – Redeemable non-controlling interest in subsidiary | $ | 3,487 | $ | 629 | ||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Preferred stock | $ | — | $ | — | ||||
| Common stock | 12 | 13 | ||||||
| Treasury stock | (60,095 | ) | (120,095 | ) | ||||
| Additional paid-in capital | 1,423,954 | 1,435,294 | ||||||
| Retained earnings | 746,658 | 1,045,932 | ||||||
| Accumulated other comprehensive income | 46,421 | 21,387 | ||||||
| Total Costamare Inc. stockholders’ equity | $ | 2,156,950 | $ | 2,382,531 | ||||
| Non-controlling interest | — | 56,229 | ||||||
| Total stockholders’ equity | 2,156,950 | 2,438,760 | ||||||
| Total liabilities and stockholders’ equity | $ | 4,896,229 | $ | 5,287,022 |
| 17 |
Financial Summary
| Year ended December 31, | Three-month period ended December 31, | |||||||||||||||
| (Expressed in thousands of U.S. dollars, except share and per share data) | 2022 | 2023 | 2022 | 2023 | ||||||||||||
| Voyage revenue | $ | 1,113,859 | $ | 1,502,491 | $ | 265,431 | $ | 490,523 | ||||||||
| Accrued charter revenue (1) | $ | (2,631 | ) | $ | 3,293 | $ | (3,413 | ) | $ | (1,222 | ) | |||||
| Amortization of time-charter assumed | $ | 198 | $ | (197 | ) | $ | 50 | $ | (56 | ) | ||||||
| Voyage revenue adjusted on a cash basis (2) | $ | 1,111,426 | $ | 1,505,587 | $ | 262,068 | $ | 489,245 | ||||||||
| Income from investments in leaseback vessels | — | $ | 8,915 | — | $ | 4,324 | ||||||||||
| Adjusted Net Income available to common stockholders (3) | $ | 405,274 | $ | 249,006 | $ | 74,837 | $ | 79,981 | ||||||||
| Weighted Average number of shares | 122,964,358 | 120,299,172 | 121,983,112 | 118,042,187 | ||||||||||||
| Adjusted Earnings per share (3) | $ | 3.30 | $ | 2.07 | $ | 0.61 | $ | 0.68 | ||||||||
| Net Income | $ | 554,692 | $ | 381,019 | $ | 194,176 | $ | 104,675 | ||||||||
| Net Income available to common stockholders | $ | 523,887 | $ | 354,681 | $ | 186,672 | $ | 96,586 | ||||||||
| Weighted Average number of shares | 122,964,358 | 120,299,172 | 121,983,112 | 118,042,187 | ||||||||||||
| Earnings per share | $ | 4.26 | $ | 2.95 | $ | 1.53 | $ | 0.82 | ||||||||
(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 years ended December 31, 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.
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Reconciliation of Net Income to Adjusted Net Income available to common stockholders and Adjusted Earnings per Share
| Year-ended December 31, |
Three-month period ended December 31, |
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| (Expressed in thousands of U.S. dollars, except share and per share data) | 2022 | 2023 | 2022 | 2023 | ||||||||||||
| Net Income | $ | 554,692 | $ | 381,019 | $ | 194,176 | $ | 104,675 | ||||||||
| Earnings allocated to Preferred Stock | (31,068 | ) | (31,068 | ) | (7,767 | ) | (7,767 | ) | ||||||||
| Non-Controlling Interest | 263 | 4,730 | 263 | (322 | ) | |||||||||||
| Net Income available to common stockholders | 523,887 | 354,681 | 186,672 | 96,586 | ||||||||||||
| Accrued charter revenue | (2,631 | ) | 3,293 | (3,413 | ) | (1,222 | ) | |||||||||
| General and administrative expenses - non-cash component | 7,089 | 5,850 | 1,388 | 1,556 | ||||||||||||
| Amortization of time-charter assumed | 198 | (197 | ) | 50 | (56 | ) | ||||||||||
| Realized (gain) / loss on Euro/USD forward contracts (1) | 2,323 | (729 | ) | 517 | (193 | ) | ||||||||||
| Vessels’ impairment loss | 1,691 | 434 | 1,691 | 205 | ||||||||||||
| (Gain) / loss on sale of vessels, net | (126,336 | ) | (112,220 | ) | (105,086 | ) | 971 | |||||||||
| Loss on vessels held for sale | — | 2,305 | — | 2,305 | ||||||||||||
| Loss on sale of vessels, net, by jointly owned companies with York Capital included in equity gain on investments (1) | — | 493 | — | — | ||||||||||||
| Non-recurring, non-cash write-off of loan deferred financing costs | 3,309 | 1,484 | 914 | 45 | ||||||||||||
| Gain on derivative instruments, excluding realized (gain)/loss on derivative instruments (1) | (2,698 | ) | (4,801 | ) | (5,332 | ) | (18,629 | ) | ||||||||
| Non-recurring payments for loan cancellation fees | 1,032 | — | 26 | — | ||||||||||||
| Other non-cash items | (2,590 | ) | (1,587 | ) | (2,590 | ) | (1,587 | ) | ||||||||
| Adjusted Net Income available to common stockholders | $ | 405,274 | $ | 249,006 | $ | 74,837 | $ | 79,981 | ||||||||
| Adjusted Earnings per Share | $ | 3.30 | $ | 2.07 | $ | 0.61 | $ | 0.68 | ||||||||
| Weighted average number of shares | 122,964,358 | 120,299,172 | 121,983,112 | 118,042,187 | ||||||||||||
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 vessels held for sale, realized (gain) / loss on Euro/USD forward contracts, vessels’ impairment loss, (gain) / loss on sale of vessels, net, loss on sale of vessels, net, 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 on derivative instruments, excluding realized (gain)/loss on derivative instruments, non-recurring payments for loan cancellation fees and other non-cash items. “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.
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