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Published: 2022-03-09 16:09:13 ET
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EX-99.2 3 exh_992.htm EXHIBIT 99.2

Exhibit 99.2

 

Financial Report

 

Results of Operations

 

Three-month period ended December 31, 2021 compared to the three-month period ended December 31, 2020

 

During the three-month periods ended December 31, 2021 and 2020, we had an average of 108.1 and 60.3 vessels, respectively, in our fleet.

 

In the three-month period ended December 31, 2021, we sold the container vessels ZIM Shanghai and ZIM New York, with an aggregate TEU capacity of 9,984. Furthermore, during the three-month period ended December 31, 2021, we accepted delivery of 13 secondhand dry bulk vessels (Equity, Cetus (ex. Charm), Curacao, Rose, Bermondi, Titan I, Orion, Greneta, Merchia, Damon, Pythias, Egyptian Mike and Phoenix) with an aggregate DWT of 811,567.

 

In the three-month period ended December 31, 2020, we accepted delivery of the secondhand container vessel Neokastro with a TEU capacity of 4,178 and we sold the container vessel Singapore Express with a TEU capacity of 4,890.

 

In the three-month periods ended December 31, 2021 and 2020, our fleet ownership days totaled 9,942 and 5,552 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

 

    

Three-month period

ended December 31,

         Percentage 
(Expressed in millions of U.S. dollars, except percentages)   2020    2021    Change    Change 
Voyage revenue  $119.1   $283.9   $164.8    138.4%
Voyage expenses   (1.0)   (5.8)   4.8    n.m. 
Voyage expenses – related parties   (1.8)   (3.7)   1.9    105.6%
Vessels’ operating expenses   (32.0)   (60.6)   28.6    89.4%
General and administrative expenses   (2.1)   (3.4)   1.3    61.9%
Management fees – related parties   (5.6)   (9.7)   4.1    73.2%
General and administrative expenses - non-cash component   (1.2)   (1.9)   0.7    58.3%
Amortization of dry-docking and special survey costs   (2.3)   (2.9)   0.6    26.1%
Depreciation   (27.1)   (40.9)   13.8    50.9%
Gain on sale / disposal of vessels   0.5    27.8    27.3    n.m. 
Loss on vessels held for sale   (7.7)   -    (7.7)   n.m. 
Foreign exchange losses   (0.1)   (0.1)   -    - 
Interest income   0.4    -    (0.4)   n.m. 
Interest and finance costs   (17.2)   (25.3)   8.1    47.1%
Gain on sale of equity securities   -    2.0    2.0    n.m. 
Income from equity method investments   4.0    0.8    (3.2)   (80.0%)
Other   0.7    1.0    0.3    42.9%
Gain / (loss) on derivative instruments   0.5    -    (0.5)   n.m. 
Net Income  $27.1   $161.2           

 

    

Three-month period

ended December 31,

         Percentage 
(Expressed in millions of U.S. dollars, except percentages)   2020    2021    Change    Change 
Voyage revenue  $119.1   $283.9   $164.8    138.4%
Accrued charter revenue   5.3    (14.5)   (19.8)   n.m. 
Amortization of time charter assumed   -    -           
Voyage revenue adjusted on a cash basis (1)  $124.4   $269.4   $145.0    116.6%

 

1

 

Vessels’ operational data    

Three-month period

ended December 31,

         Percentage 
   2020    2021    Change    Change 
Average number of vessels   60.3    108.1    47.8    79.3%
Ownership days   5,552    9,942    4,390    79.1%
Number of vessels under dry-docking   2    2    -      

 

Segmental Financial Summary

 

Three-month period ended December 31, 2021
   Container vessels  Dry bulk vessels  Other  Total
             
Voyage revenue  $203.2   $80.7   $-   $283.9 
Voyage expenses   (1.7)   (4.1)   -    (5.8)
Voyage expenses – related parties   (2.7)   (1.0)   -    (3.7)
Vessels’ operating expenses   (41.2)   (19.4)   -    (60.6)
General and administrative expenses   (2.3)   (1.1)   -    (3.4)
Management fees – related parties   (6.6)   (3.1)   -    (9.7)
General and administrative expenses - non-cash component   (1.3)   (0.6)   -    (1.9)
Amortization of dry-docking and special survey costs   (2.8)   (0.1)   -    (2.9)
Depreciation   (33.4)   (7.5)   -    (40.9)
Gain on sale / disposal of vessels   27.8    -    -    27.8 
Foreign exchange losses   (0.1)   -    -    (0.1)
Interest and finance costs   (22.5)   (2.8)   -    (25.3)
Gain on sale of equity securities   -    -    2.0    2.0 
Income from equity method investments   -    -    0.8    0.8 
Other   0.8    0.2    -    1.0 
Net Income  $117.2   $41.2   $2.8   $161.2 

 

(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 138.4%, or $164.8 million, to $283.9 million during the three-month period ended December 31, 2021, from $119.1 million during the three-month period ended December 31, 2020. The increase is mainly attributable to (i) revenue earned by one container vessel acquired during the three-month period ended December 31, 2020, as well as to the 16 container vessels and 41 dry bulk vessels acquired during the year ended December 31, 2021 and (ii) increased charter rates in certain of our container vessels, partly off-set by revenue not earned by five container vessels sold during the year ended December 31, 2021.

 

Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”) increased by 116.6%, or $145.0 million, to $269.4 million during the three-month period ended December 31, 2021, from $124.4 million during the three-month period ended December 31, 2020. Accrued charter revenue for the three-month periods ended December 31, 2021 and 2020 was a negative amount of $14.5 million and a positive amount of $5.3 million, respectively.

 

Voyage Expenses

 

Voyage expenses were $5.8 million and $1.0 million for the three-month periods ended December 31, 2021 and 2020, respectively. Voyage expenses mainly include (i) off-hire expenses of our vessels, primarily related to fuel consumption and (ii) third party commissions.

 

Voyage Expenses – related parties

 

Voyage expenses – related parties were $3.7 million and $1.8 million for the three-month periods ended December 31, 2021 and 2020, respectively. Voyage expenses – related parties represent (i) fees of 1.25%, in the aggregate, on voyage revenues charged by a related manager and a 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 $0.3 million, in the aggregate, for the three-month periods ended December 31, 2021 and 2020, 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 $60.6 million and $32.0 million during the three-month periods ended December 31, 2021 and 2020, respectively. Daily vessels’ operating expenses were $6,103 and $5,774 for the three-month periods ended December 31, 2021 and 2020, respectively. The increase in the daily operating expenses during the quarter ended December 31, 2021 is mainly attributable to increased one-time predelivery expenses for the acquisition of dry bulk vessels and increased crew costs related to COVID-19 pandemic measures. 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 $3.4 million and $2.1 million during the three-month periods ended December 31, 2021 and 2020, respectively, and both include $0.63 million paid to a related manager.

 

Management Fees – related parties

 

Management fees paid to our related party managers were $9.7 million and $5.6 million during the three-month periods ended December 31, 2021 and 2020, respectively.

 

General and Administrative Expenses - non-cash component

 

General and administrative expenses - non-cash component for the three-month period ended December 31, 2021 amounted to $1.9 million, representing the value of the shares issued to a related party manager on December 30, 2021. General and administrative expenses - non-cash component for the three-month period ended December 31, 2020 amounted to $1.2 million, representing the value of the shares issued to a related party manager on December 30, 2020.

 

Amortization of Dry-Docking and Special Survey

 

Amortization of deferred dry-docking and special survey costs was $2.9 million and $2.3 million during the three-month periods ended December 31, 2021 and 2020, respectively. During the three-month period ended December 31, 2021, one vessel underwent and completed her 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 December 31, 2020, two vessels underwent and completed their dry-docking and special survey.

 

Depreciation

 

Depreciation expense for the three-month periods ended December 31, 2021 and 2020 was $40.9 million and $27.1 million, respectively.

 

Gain on Sale / Disposal of Vessels

 

During the three-month period ended December 31, 2021, we recorded a gain of $27.8 million from the sale of the container vessels ZIM Shanghai and ZIM New York, which were classified as vessels held for sale at September 30, 2021 (initially classified as vessel held for sale as of June 30, 2021). During the three-month period ended December 31, 2020, we recorded a gain of $0.5 million from the sale of the vessel Singapore Express, which was classified as vessel held for sale at June 30, 2020 and September 30, 2020.

 

Loss on Vessels Held for Sale

 

During the three-month period ended December 31, 2021, the container vessels Messini, Sealand Illinois, Sealand Michigan and York were classified as vessels held for sale. No loss on vessels held for sale was recorded during the fourth quarter of 2021, since each vessel’s estimated fair value less costs to sell exceeded each vessel’s carrying value. During the three-month period ended December 31, 2020, the container vessel Halifax Express was classified as vessel held for sale and we recorded a loss on vessel held for sale of $7.7 million, which resulted from its estimated fair value measurement less costs to sell, during the period.

 

Interest Income

 

Interest income amounted to nil and $0.4 million for the three-month periods ended December 31, 2021 and 2020, respectively.

 

3

 

Interest and Finance Costs

 

Interest and finance costs were $25.3 million and $17.2 million during the three-month periods ended December 31, 2021 and 2020, respectively. The increase is mainly attributable to the increased average loan balances during the three-month period ended December 31, 2021 compared to the three-month period ended December 31, 2020, partly off-set by decreased financing cost during the three-month period ended December 31, 2021 compared to the three-month period ended December 31, 2020.

 

Gain on Sale of Equity Securities

 

Gain on sale of equity securities of $2.0 million for the three-month period ended December 31, 2021, represents the difference between the aggregate sale price of 1,221,800 ordinary shares of ZIM as compared to their carrying value as at September 30, 2021. ZIM completed its initial public offering and listing on the New York Stock Exchange of its ordinary shares on January 27, 2021.

 

Income from Equity Method Investments

 

During the three-month period ended December 31, 2021, we recorded an income from equity method investments of $0.8 million representing our share of the income in jointly owned companies pursuant to the Framework Deed dated May 15, 2013, as amended and restated (the “Framework Deed”), with York Capital Management Advisors LLC (“York”). As of December 31, 2021, six companies are jointly owned with York (of which, four companies currently own container vessels). During the three-month period ended December 31, 2020, we recorded an income from equity method investments of $4.0 million relating to investments under the Framework Deed. As of December 31, 2020, 13 companies were jointly owned with York (of which, ten companies owned container vessels). The decreased income from equity method investments in the fourth quarter of 2021 compared to the fourth quarter of 2020 is mainly attributable to the decreased number of container vessels jointly owned with York during the fourth quarter of 2021 compared to the fourth quarter of 2020; partly off-set by the increased profitability of certain jointly owned vessels during the fourth quarter of 2021 compared to the fourth quarter of 2020.

 

Gain / (loss) on Derivative Instruments

 

As of December 31, 2021, ten interest rate derivative instruments and two cross currency rate swaps were outstanding and their fair value, in aggregate, amounted to a liability of $10.9 million. The change in the fair value of our interest rate derivative instruments and cross currency swaps that qualified for hedge accounting is recorded in “Other Comprehensive Income” (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For the three-month period ended December 31, 2021, a gain of $5.2 million has been included in OCI and a loss of $0.1 million has been included in Gain/(loss) on Derivative Instruments in the consolidated statement of income, resulting from the fair market value change of the interest rate derivative instruments during the three-month period ended December 31, 2021.

 

Cash Flows

 

Three-month periods ended December 31, 2021 and 2020

 

Condensed cash flows  Three-month period ended December 31,
(Expressed in millions of U.S. dollars)  2020  2021
Net Cash Provided by Operating Activities  $68.4   $165.4 
Net Cash Used in Investing Activities  $(14.7)  $(110.2)
Net Cash Used in Financing Activities  $(49.2)  $- 

 

Net Cash Provided by Operating Activities

 

Net cash flows provided by operating activities for the three-month period ended December 31, 2021, increased by $97.0 million to $165.4 million, from $68.4 million for the three-month period ended December 31, 2020. The increase is mainly attributable to increased cash from operations of $145.0 million, partly off-set by the unfavorable change in working capital position, excluding the current portion of long-term debt and the accrued charter revenue (representing the difference between cash received in that period and revenue recognized on a straight-line basis) of $2.3 million, by the increased payments for interest (including swap payments) of $5.9 million during the three-month period ended December 31, 2021 compared to the three-month period ended December 31, 2020 and by the increased dry-docking and special survey costs of $0.1 million during the three-month period ended December 31, 2021 compared to the three-month period ended December 31, 2020.

4

 

 

Net Cash Used in Investing Activities

 

Net cash used in investing activities was $110.2 million in the three-month period ended December 31, 2021, which mainly consisted of (i) payments for the acquisition of six secondhand dry bulk vessels, (ii) settlement payments for the delivery of seven secondhand dry bulk vessels, (iii) settlement payment for one secondhand container vessel which was delivered in January 2022, (iv) advance payment for the acquisition of one secondhand dry bulk vessel, which was delivered in January 2022, and (v) payments for upgrades for certain of our container and dry bulk vessels; partly off-set by proceeds we received from (i) the sale of two container vessels and (ii) the sale of 1,221,800 ordinary shares of ZIM that we owned.

 

Net cash used in investing activities was $14.7 million in the three-month period ended December 31, 2020, which mainly consisted of payments for upgrades for certain of our container vessels and payments for the acquisition of one secondhand container vessel; partly off-set by proceeds we received from the sale of one container vessel and by return of capital we received from three entities jointly-owned with York pursuant to the Framework Deed.

 

Net Cash Used in Financing Activities

 

Net cash used in financing activities was nil in the three-month period ended December 31, 2021, which mainly consisted of (a) $20.0 million net proceeds relating to our debt financing agreements (including proceeds of $159.1 million we received from our debt financing agreements), (b) $10.8 million we paid for dividends to holders of our common stock for the third quarter of 2021 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, 2021 to October 14, 2021.

 

Net cash used in financing activities was $49.2 million in the three-month period ended December 31, 2020, which mainly consisted of (a) $32.0 million net payments relating to our debt financing agreements, (b) $9.3 million we paid for dividends to holders of our common stock for the third quarter of 2020 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, 2020 to October 14, 2020.

 

Year ended December 31, 2021 compared to the year ended December 31, 2020

 

During the years ended December 31, 2021 and 2020, we had an average of 83.6 and 60.0 vessels, respectively, in our fleet.

 

In the year ended December 31, 2021, (i) we accepted delivery of the newbuild container vessels YM Target and YM Tiptop with an aggregate TEU capacity of 25,380, the secondhand container vessels Aries, Argus, Glen Canyon, Androusa, Norfolk, Porto Cheli, Porto Kagio, Porto Germeno, and Gialova with an aggregate TEU capacity of 49,909; and we sold the container vessels Halifax Express, Prosper, Venetiko, ZIM Shanghai and ZIM New York with an aggregate TEU capacity of 22,306 and (ii) we acquired (a) the 75% equity interest of York Capital Management in each of the 11,010 TEU container vessels Cape Kortia and Cape Sounio and (b) the 51% equity interest of York in each of the 11,010 TEU container vessels Cape Tainaro, Cape Artemisio and Cape Akritas and as a result we obtained 100% of the equity interest in each of these five vessels.

 

Furthermore, in the year ended December 31, 2021, we acquired all of the equity interest of sixteen companies (which owned or had committed to acquire dry bulk vessels) owned by entities affiliated with our Chairman and Chief Executive Officer, Konstantinos Konstantakopoulos. We agreed to acquire these companies from Mr. Konstantakopoulos at cost with no mark-up or premium payable to Mr. Konstantakopoulos or his affiliated entities. Mr. Konstantakopoulos did not receive a profit as a result of the acquisition. The sixteen dry bulk vessels (Pegasus, Builder, Adventure, Eracle, Peace, Sauvan, Pride, Alliance, Manzanillo, Acuity, Seabird, Aeolian, Comity, Athena, Farmer and Greneta) that were part of the acquisition had an aggregate DWT of 932,329 and were delivered to us during the year ended December 31, 2021. In addition, in the year ended December 31, 2021, we accepted delivery of another twenty-seven secondhand dry bulk vessels (Bernis, Verity, Dawn, Discovery, Clara, Serena, Merida, Progress, Miner, Parity, Uruguay, Resource, Konstantinos, Taibo, Thunder, Equity, Cetus (ex. Charm), Curacao, Rose, Bermondi, Titan I, Orion, Merchia, Damon, Pythias, Egyptian Mike and Phoenix) with an aggregate DWT of 1,388,422.

5

 

 

In the year ended December 31, 2020, we accepted delivery of the newbuild container vessels YM Triumph, YM Truth and YM Totality with an aggregate TEU capacity of 38,070 and the secondhand container vessels Virgo, Scorpius and Neokastro with an aggregate TEU capacity of 11,008; and we sold the container vessels Neapolis, Kawasaki, Kokura, Zagora and Singapore Express with an aggregate TEU capacity of 22,503.

 

In the year ended December 31, 2021 and 2020, our fleet ownership days totaled 30,525 and 21,965 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,

         Percentage 
(Expressed in millions of U.S. dollars, except percentages)   2020    2021    Change    Change 
Voyage revenue  $460.3   $793.6   $333.3    72.4%
Voyage expenses   (7.4)   (13.3)   5.9    79.7%
Voyage expenses – related parties   (6.5)   (11.1)   4.6    70.8%
Vessels’ operating expenses   (117.1)   (180.0)   62.9    53.7%
General and administrative expenses   (7.4)   (9.4)   2.0    27.0%
Management fees – related parties   (21.6)   (29.6)   8.0    37.0%
General and administrative expenses - non-cash component   (3.7)   (7.4)   3.7    100.0%
Amortization of dry-docking and special survey costs   (9.0)   (10.4)   1.4    15.6%
Depreciation   (108.7)   (137.0)   28.3    26.0%
Gain / (loss) on sale / disposal of vessels, net   (79.1)   45.9    125.0    n.m. 
Loss on vessels held for sale   (7.7)   -    (7.7)   n.m. 
Vessels’ impairment loss   (31.6)   -    (31.6)   n.m. 
Foreign exchange gains / (losses)   (0.3)   0.1    0.4    n.m. 
Interest income   1.9    1.6    (0.3)   (15.8%)
Interest and finance costs   (68.7)   (86.1)   17.4    25.3%
Swaps’ breakage cost   -    -    -    n.m. 
Gain on sale of equity securities   -    60.2    60.2    n.m. 
Income from equity method investments   16.2    12.8    (3.4)   (21.0%)
Dividend income from investment in equity securities   -    1.8    1.8    n.m. 
Other   1.2    4.6    3.4    n.m. 
Loss on derivative instruments   (1.9)   (1.2)   (0.7)   (36.8%)
Net Income  $8.9   $435.1           

 

 

    

Year ended December 31,

         Percentage 
(Expressed in millions of U.S. dollars, except percentages)   2020    2021    Change    Change 
Voyage revenue  $460.3   $793.6   $333.3    72.4%
Accrued charter revenue   21.3    (11.3)   (32.6)   (153.1%)
Amortization of time charter assumed   0.2    (0.4)   (0.6)   n.m. 
Voyage revenue adjusted on a cash basis (2)  $481.8   $781.9   $300.1    62.3%

 

6

 

 

Vessels’ operational data    

Year ended December 31,

         Percentage 
   2020    2021    Change    Change 
Average number of vessels   60.0    83.6    23.6    39.3%
Ownership days   21,965    30,525    8,560    39.0%
Number of vessels under dry-docking   11    15    4      

 

 

Segmental Financial Summary (1)

 

 

Year ended December 31, 2021
   Container vessels  Dry bulk vessels  Other  Total
Voyage revenue  $678.3   $115.3   $-   $793.6 
Voyage expenses   (7.1)   (6.2)   -    (13.3)
Voyage expenses – related parties   (9.6)   (1.5)   -    (11.1)
Vessels’ operating expenses   (151.5)   (28.5)   -    (180.0)
General and administrative expenses   (8.2)   (1.2)   -    (9.4)
Management fees – related parties   (24.9)   (4.7)   -    (29.6)
General and administrative expenses – non-cash component   (6.3)   (1.1)   -    (7.4)
Amortization of dry-docking and special survey costs   (10.3)   (0.1)   -    (10.4)
Depreciation   (125.8)   (11.2)   -    (137.0)
Gain on sale / disposal of vessels, net   45.9    -    -    45.9 
Foreign exchange gains   0.1    -    -    0.1 
Interest income   1.6    -    -    1.6 
Interest and finance costs   (81.9)   (4.2)   -    (86.1)
Gain on sale of equity securities   -    -    60.2    60.2 
Income from equity method investments   -    -    12.8    12.8 
Dividend income from investment in equity securities   -    -    1.8    1.8 
Other   4.3    0.3    -    4.6 
Loss on derivative instruments   (1.1)   (0.1)   -    (1.2)
Net Income  $303.5   $56.8   $74.8   $435.1 

 

(1) The results of dry bulk vessels are included from June 14, 2021. Prior to that, our results were attributable to container vessels only.

(2) 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 72.4%, or $333.3 million, to $793.6 million during the year ended December 31, 2021, from $460.3 million during the year ended December 31, 2020. The increase is mainly attributable to (i) revenue earned by six container vessels acquired during the year ended December 31, 2020 as well as by revenue earned by 16 container vessels and 41 dry bulk vessels acquired during the year ended December 31, 2021, and (ii) increased charter rates in certain of our container vessels during the year ended December 31, 2021 compared to the year ended December 31, 2020, partly off-set by revenue not earned by five container vessels sold during the year ended December 31, 2020 and five container vessels sold during the year ended December 31, 2021.

 

Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”), increased by 62.3%, or $300.1 million, to $781.9 million during the year ended December 31, 2021, from $481.8 million during the year ended December 31, 2020. Accrued charter revenue for the years ended December 31, 2021 and 2020 was a negative amount of $11.3 million and a positive amount of $21.3 million, respectively.

 

Voyage Expenses

 

Voyage expenses were $13.3 million and $7.4 million for the years ended December 31, 2021 and 2020, respectively. Voyage expenses mainly include (i) off-hire expenses of our vessels, primarily related to fuel consumption and (ii) third party commissions.

 

Voyage Expenses – related parties

 

Voyage expenses – related parties were $11.1 million and $6.5 million for the years ended December 31, 2021 and 2020, respectively. Voyage expenses – related parties represent (i) fees of 1.25% in the aggregate on voyage revenues charged by a related manager and a 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 $1.3 million and $0.8 million, in the aggregate, for the years ended December 31, 2021 and 2020, respectively.

7

 

 

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 $180.0 million and $117.1 million during the years ended December 31, 2021 and 2020, respectively. Daily vessels’ operating expenses were $5,896 and $5,329 for the years ended December 31, 2021 and 2020, respectively. The increase in the daily operating expenses during the year ended December 31, 2021 is mainly attributable to increased one-time predelivery expenses for the acquisition of dry bulk vessels and increased crew costs related to COVID-19 pandemic measures. 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 $9.4 million and $7.4 million during the years ended December 31, 2021 and 2020, respectively, and both include $2.5 million paid to a related manager.

 

Management Fees – related parties

 

Management fees paid to our related party managers were $29.6 million and $21.6 million during the years ended December 31, 2021 and 2020, respectively.

 

General and Administrative Expenses – non-cash component

 

General and administrative expenses – non-cash component for the year ended December 31, 2021 amounted to $7.4 million, representing the value of the shares issued to a related party manager on March 31, 2021, June 30, 2021, September 30, 2021 and December 30, 2021. General and administrative expenses – non-cash component for the year ended December 31, 2020 amounted to $3.7 million, representing the value of the shares issued to a related party manager on March 30, 2020, June 30, 2020, September 30, 2020 and December 30, 2020.

 

Amortization of Dry-Docking and Special Survey

 

Amortization of deferred dry-docking and special survey costs was $10.4 million and $9.0 million during the year ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, 14 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 year ended December 31, 2020, 11 vessels underwent and completed their dry-docking and special survey.

 

Depreciation

 

Depreciation expense for the year ended December 31, 2021 and 2020 was $137.0 million and $108.7 million, respectively.

 

Gain / (loss) on Sale / Disposal of Vessels, net

 

During the year ended December 31, 2021, we recorded a net gain of $45.9 million from the sale of the container vessels Prosper (asset held for sale at March 31, 2021), Halifax Express (asset held for sale at December 31, 2020), Venetiko (asset held for sale at March 31, 2021 and June 30, 2021), ZIM Shanghai (asset held for sale as at June 30, 2021 and September 30, 2021) and ZIM New York (asset held for sale as at June 30, 2021 and September 30, 2021). During the year ended December 31, 2020, we recorded an aggregate net loss of $79.1 million from the sale of the container vessels Neapolis, Kawasaki, Kokura, Zagora and Singapore Express. Neapolis and Zagora were classified as assets held for sale at December 31, 2019.

 

Loss on Vessels Held for Sale

 

During the year ended December 31, 2021, the container vessels Messini, Sealand Illinois, Sealand Michigan and York were classified as vessels held for sale. 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, 2020, the container vessel Halifax Express was classified as vessel held for sale and we recorded a loss on vessel held for sale of $7.7 million, which resulted from its estimated fair value measurement less costs to sell, during the year.

 

Vessels’ Impairment Loss

 

During the year ended December 31, 2021 no impairment loss was recorded. During the year ended December 31, 2020, we recorded an impairment loss in relation to five of our container vessels in the amount of $31.6 million, in the aggregate.

8

 

 

Interest Income

 

Interest income amounted to $1.6 million and $1.9 million for the years ended December 31, 2021 and 2020, respectively.

 

Interest and Finance Costs

 

Interest and finance costs were $86.1 million and $68.7 million during the years ended December 31, 2021 and 2020, respectively. The increase is mainly attributable to the increased average loan balances during the year ended December 31, 2021 compared to the year ended December 31, 2020, partly off-set by the decreased financing cost during the year ended December 31, 2021 compared to the year ended December 31, 2020.

 

Swaps’ Breakage Costs

 

During the year ended December 31, 2020, we terminated two interest rate derivative instruments that qualified for hedge accounting and we paid the counterparties breakage costs in the amount of $0.006 million in the aggregate.

 

Gain on Sale of Equity Securities / Dividend Income from Investment in Equity Securities

 

The gain on sale of equity securities of $60.2 million for the year period ended December 31, 2021, represents the difference between the aggregate sale price of 1,221,800 ordinary shares of ZIM as compared to the book value of these shares as of December 31, 2020. ZIM completed its initial public offering and listing on the New York Stock Exchange of its ordinary shares on January 27, 2021. Furthermore, in the year ended December 31, 2021, we received a dividend from ZIM in the amount of $1.8 million.

 

Income from Equity Method Investments

 

During the year ended December 31, 2021, we recorded an income from equity method investments of $12.8 million representing our share of the income in jointly owned companies pursuant to the Framework Deed, with York. Since late March 2021, we have held 100% of the equity interest in five previously jointly owned companies with York, and since then these five companies are consolidated in our consolidated financial statements. As of December 31, 2021, six companies are jointly owned with York (of which, four companies currently own container vessels). During the year ended December 31, 2020, we recorded an income from equity method investments of $16.2 million relating to investments under the Framework Deed. As of December 31, 2020, 13 companies were jointly owned with York (of which, ten companies owned container vessels). The decreased income from equity method investments in 2021 compared to 2020 is mainly attributable to the decreased number of container vessels jointly owned with York during 2021 compared to 2020; partly off-set by the increased profitability of certain jointly owned with York container vessels during 2021 compared to 2020 and to the gain on sale of one jointly owned with York container vessel which was sold in the third quarter of 2021.

 

Loss on Derivative Instruments

 

As of December 31, 2021, ten interest rate derivative instruments and two cross currency rate swaps were outstanding and their fair value, in aggregate, as at that date were a liability of $10.9 million. The change in the fair value of our interest rate derivative instruments and cross currency swaps that qualified for hedge accounting is recorded in OCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For the year ended December 31, 2021, a gain of $5.7 million has been included in OCI and a loss of $0.4 million has been included in Loss on derivative instruments in the consolidated statement of income, resulting from the fair market value change of the interest rate derivative instruments during the year ended December 31, 2021.

 

Cash Flows

 

Years ended December 31, 2021 and 2020

 

Condensed cash flows  Years ended December 31,
(Expressed in millions of U.S. dollars)  2020  2021
Net Cash Provided by Operating Activities  $274.3   $466.5 
Net Cash Used in Investing Activities  $(36.4)  $(787.5)
Net Cash Provided by / (Used in) Financing Activities  $(241.9)  $482.6 

 

9

 

 

Net Cash Provided by Operating Activities

 

Net cash flows provided by operating activities for the year ended December 31, 2021, increased by $192.2 million to $466.5 million, from $274.3 million for year ended December 31, 2020. The increase is mainly attributable to increased cash from operations of $300.2 million, partly off-set by the unfavorable change in working capital position, excluding the current portion of long-term debt and the accrued charter revenue (representing the difference between cash received in that period and revenue recognized on a straight-line basis) of $1.3 million, by the increased payments for interest (including swap payments) of $11.8 million during the year ended December 31, 2021 compared to the year ended December 31, 2020 and by the increased dry-docking and special survey costs of $3.4 million during the year ended December 31, 2021 compared to the year ended December 31, 2020.

 

Net Cash Used in Investing Activities

 

Net cash used in investing activities was $787.5 million in the year ended December 31, 2021, which mainly consisted of (i) net payments for the acquisition of the 75% equity interest in two companies and of the 51% equity interest in three companies, previously jointly owned with York pursuant to the Framework Deed, (ii) payments for the delivery of two newbuild container vessels, (iii) settlement payments for the acquisition of three secondhand container vessels, (iv) payments for the acquisition of six secondhand container vessels and 41 dry bulk vessels, (v) payment for the acquisition of one secondhand container vessel which was delivered in January 2022, (vi) advance payments for the acquisition of one secondhand dry bulk vessel, which was delivered in January 2022 (vii) payments for the acquisition of the equity interest of sixteen companies (which owned or had committed to acquire dry bulk vessels) owned by our Chairman and Chief Executive Officer, Konstantinos Konstantakopoulos in accordance with the Share and Purchase agreement dated June 14, 2021 (agreed to acquire the equity interest of these companies at cost with no mark-up or premium payable to Mr. Konstantakopoulos or his affiliated entities) and (viii) payments for upgrades for certain of our container and dry bulk vessels; partly off-set by proceeds we received from (i) the sale of 1,221,800 ordinary shares of ZIM that we owned, (ii) the sale of five container vessels and (iii) return of capital we received from one entity jointly -owned with York pursuant to the Framework Deed.

 

Net cash used in investing activities was $36.4 million in the year ended December 31, 2020, which mainly consisted of payments for upgrades for certain of our container vessels and payments for the delivery of three newbuild container vessels and three secondhand container vessels; partly off-set by proceeds we received from the sale of five of our container vessels and by return of capital we received from ten entities jointly-owned with York pursuant to the Framework Deed.

 

Net Cash Provided by / (Used in) Financing Activities

 

Net cash provided by financing activities was $482.6 million in the year ended December 31, 2021, which mainly consisted of (a) $570.0 million net proceeds relating to our debt financing agreements (including proceeds we received (i) from the issuance of €100.0 million unsecured bond on the Athens Exchange and (ii) from our debt financing agreements of an amount of $1,103.1 million), (b) $40.2 million we paid for dividends to holders of our common stock for the fourth quarter of 2020, the first quarter of 2021, the second quarter of 2021 and the third quarter of 2021 and (c) $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, 2020 to January 14, 2021, January 15, 2021 to April 14, 2021, April 15, 2021 to July 14, 2021 and July 15, 2021 to October 14, 2021.

 

Net cash used in financing activities was $241.9 million in the year ended December 31, 2020, which mainly consisted of (a) $165.1 million net payments relating to our debt financing agreements, (b) $34.3 million we paid for dividends to holders of our common stock for the fourth quarter of 2019, the first quarter of 2020, the second quarter of 2020 and the third quarter of 2020 and (c) $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 8.75% Series D Preferred Stock and $10.2 million we paid for dividends to holders of our Series E Preferred Stock for the period from October 15, 2019 to January 14, 2020, January 15, 2020 to April 14, 2020, April 15, 2020 to July 14, 2020 and July 15, 2020 to October 14, 2020.

 

10

 

 

Liquidity and Unencumbered Vessels

 

Cash and cash equivalents

 

As of December 31, 2021, we had Cash and cash equivalents of $353.5 million, consisting of cash, cash equivalents and restricted cash. Furthermore, as of December 31, 2021, we had liquidity of $359.0 million (including our share of cash amounting to $5.5 million held in companies co-owned with York), which coupled with the $193.3 million of undrawn funds from our two hunting license facilities (adjusted for the $56.7 million already drawn in 2022), amounts to $552.3 million.

 

Debt-free vessels

 

As of March 9, 2022, the following vessels were free of debt.

Unencumbered Vessels

(Refer to fleet list for full details)

 

Vessel Name     Year
Built
      TEU
Capacity
Containerships                
ETOILE     2005       2,556  
MICHIGAN     2008       1,300  
MESSINI     1997       2,458  
MONEMVASIA (*)     1998       2,472  
ARKADIA (*)     2001       1,550  

 

(*) Vessels acquired pursuant to the Framework Deed with York.

 

Conference Call details:

 

On Thursday, March 10, 2022 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 March 17, 2022. 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: 4701527.

 

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 for charter. The Company has 48 years of history in the international shipping industry and a fleet of 85 containerships, with a total capacity of approximately 670,600 TEU (including eight newbuild vessels currently under construction and six vessels that we have agreed to sell) and 46 dry bulk vessels with a total capacity of approximately 2,493,500 DWT (including one secondhand vessel that we have agreed to acquire). Four of our containerships have been acquired pursuant to the Framework Deed with York by vessel-owning joint venture entities in which we hold a minority equity interest. 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.

 

11

 

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” and the Company’s Results for the Second Quarter and Six-Months Ended June 30, 2021 on Form 6-K (filed on July 28, 2021 with the SEC) under the caption “Risk Factor Update”.

 

Company Contacts:

Gregory Zikos – Chief Financial Officer
Konstantinos Tsakalidis – Business Development

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

Email: ir@costamare.com

 

 

 

 

 

 

 

 

 

 

12

 

 

Containership Fleet List

 

The tables below provide additional information, as of March 9, 2022, about our fleet of containerships, including the vessels we have agreed to sell, the vessels under construction, 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(ii) 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 2025
16 COSCO GUANGZHOU COSCO/(*) 2006 9,469   30,900/72,700 April 2025(3)
17 COSCO NINGBO COSCO/(*) 2006 9,469 30,900/72,700 April 2025(3)
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(ii) MSC 2013 8,827 45,300 January 2026(7)
25 MSC ATHOS(ii) MSC 2013 8,827 45,300 February 2026(8)
26 VALOR Hapag Lloyd 2013 8,827 32,400 April 2025
27 VALUE Hapag Lloyd 2013 8,827  32,400 April 2025
28 VALIANT Hapag Lloyd 2013 8,827  32,400 June 2025
29 VALENCE Hapag Lloyd 2013 8,827 32,400 July 2025
30 VANTAGE Hapag Lloyd 2013 8,827  32,400 September 2025
31 NAVARINO MSC 2010 8,531 31,000 January 2025
32 MAERSK KLEVEN Maersk/MSC 1996 8,044 25,000/41,500 June 2026(9)
33 MAERSK KOTKA Maersk/MSC 1996 8,044 25,000/41,500 June 2026(9)
34 MAERSK KOWLOON Maersk 2005 7,471 18,500 August 2025(10)
35 KURE COSCO/MSC 1996 7,403 31,000/41,500 March 2026(11)
36 METHONI Maersk 2003 6,724 46,500 August 2026
37 PORTO CHELI Maersk 2001 6,712 30,075 June 2026
38 YORK(iii) Maersk 2000 6,648 21,250 November 2022(12)
39 ZIM TAMPA (ex. KOBE) ZIM 2000 6,648 45,000 July 2025
40 SEALAND WASHINGTON(iii) Maersk 2000 6,648 25,000 March 2023 (13)
41 SEALAND MICHIGAN(iii) Maersk 2000 6,648 25,000 October 2022(13)
42 SEALAND ILLINOIS(iii) Maersk 2000 6,648 25,000 October 2022 (13)
43 MAERSK KALAMATA(iii) Maersk 2003 6,644 25,000 December 2022(13)
44 MAERSK KOLKATA Maersk/ZIM 2003 6,644 25,000/53,000 October 2025 (14)

 

13

 

 

 

 

Vessel Name Charterer Year Built Capacity (TEU) Current Daily Charter Rate(1) (U.S. dollars) Expiration of Charter(2)
45 MAERSK KINGSTON Maersk/ZIM 2003 6,644 25,000/53,000 October 2025 (14)
46 ARIES ONE 2004 6,492 (*) December 2022
47 ARGUS ONE 2004 6,492 (*) January 2023
48 PORTO KAGIO Maersk 2002 5,908 28,822 June 2026
49 GLEN CANYON ZIM 2006 5,642 62,500 July 2025
50 PORTO GERMENO Maersk 2002 5,570 28,822 June 2026
51 LEONIDIO(ii) Maersk 2014 4,957 14,200 December 2024(15)
52 KYPARISSIA(ii) Maersk 2014 4,957 14,200 November 2024(15)
53 MEGALOPOLIS Maersk 2013 4,957 13,500 July 2025(16)
54 MARATHOPOLIS Maersk 2013 4,957 13,500 July 2025(16)
55 OAKLAND Maersk 2000 4,890 24,500 March 2023
56 GIALOVA ZIM 2009 4,578 25,500 April 2024
57 DYROS Maersk 2008 4,578 22,750 January 2024
58 NORFOLK Maersk 2009 4,259 30,000 May 2023
59 VULPECULA OOCL/ZIM 2010 4,258 22,700/43,250 (on average) February 2028(17)
60 VOLANS ZIM 2010 4,258 24,250 April 2024
61 VIRGO Maersk 2009 4,258 30,200 February 2024
62 VELA OOCL/ZIM 2009 4,258 22,700/43,250 (on average) January 2028(18)
63 ANDROUSA Maersk 2010 4,256 22,750 May 2023
64 NEOKASTRO CMA CGM 2011 4,178 39,000 March 2027
65 ULSAN Maersk 2002 4,132 34,730 January 2026
66 POLAR ARGENTINA(i)(ii) Maersk 2018 3,800 19,700 October 2024
67 POLAR BRASIL(i)(ii) Maersk 2018 3,800 19,700 January 2025
68 LAKONIA COSCO 2004 2,586 26,500 March 2025(19)
69 SCORPIUS Hapag Lloyd 2007 2,572 17,750 January 2023
70 ETOILE (*) 2005 2,556 (*) February 2023
71 AREOPOLIS COSCO 2000 2,474 26,500 April 2025(20)
72 MONEMVASIA(i) Maersk 1998 2,472 9,250 November 2022(21)
73 MESSINI(iii) (*) 1997 2,458 18,000 March 2022
74 ARKADIA(i) Swire Shipping 2001 1,550 21,500 May 2023
75 MICHIGAN MSC 2008 1,300 18,700 September 2023
76 TRADER (*) 2008 1,300 (*) October 2024
77 LUEBECK MSC 2001 1,078 15,000 March 2024(22)

 

 

Container Vessels under construction

 

 

 

Vessel Vessel Capacity (TEU) Estimated Delivery(23) Employment
1 Newbuilding 1 12,690 Q3 2023 Long Term Employment upon delivery from shipyard
2 Newbuilding 2 12,690 Q1 2024 Long Term Employment upon delivery from shipyard
3 Newbuilding 3 12,690 Q1 2024 Long Term Employment upon delivery from shipyard
4 Newbuilding 4 12,690 Q2 2024 Long Term Employment upon delivery from shipyard
5 Newbuilding 5 15,000 Q1 2024 Long Term Employment upon delivery from shipyard
6 Newbuilding 6 15,000 Q2 2024 Long Term Employment upon delivery from shipyard
7 Newbuilding 7 15,000 Q2 2024 Long Term Employment upon delivery from shipyard
8 Newbuilding 8 15,000 Q3 2024 Long Term Employment upon delivery from shipyard

 

(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.

14

 

 

(3)Upon redelivery of each vessel from COSCO between April 2022 and July 2022, each vessel will commence a charter for a period of 36 to 39 months at a daily rate of $72,700. Until then the daily charter rate of Cosco Guangzhou and Cosco Ningbo will be $30,900.
(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)This charter rate will be earned by MSC Athens until January 29, 2023. From the aforementioned date until the expiry of the charter, the daily rate will be $35,300.
(8)This charter rate will be earned by MSC Athos until February 24, 2023. From the aforementioned date until the expiry of the charter, the daily rate will be $35,300.
(9)The current daily rate of each of Maersk Kleven and Maersk Kotka is a base rate of $17,000, adjusted pursuant to the terms of a 50:50 profit/loss sharing mechanism based on market conditions with a minimum charter rate of $12,000 and a maximum charter rate of $25,000. Upon redelivery of each vessel from Maersk between June 2023 and October 2023, each vessel will commence a new charter with MSC for a period of 36 to 38 months at a fixed daily rate of $41,500.
(10)This charter rate will be earned by Maersk Kowloon from June 12, 2022. Until then the daily charter rate will be $16,000.
(11)Upon redelivery of Kure from COSCO between March 2023 and July 2023, the vessel will commence a new charter with MSC for a period of 36 to 38 months at a daily rate of $41,500. Until then the daily charter rate will be $31,000.
(12)Expiration of charter represents latest redelivery date.
(13)The daily rate for Sealand Washington, Sealand Michigan, Sealand Illinois and Maersk Kalamata is a base rate of $16,000, adjusted pursuant to the terms of a 50:50 profit/loss sharing mechanism based on market conditions with a minimum charter rate of $12,000 and a maximum charter rate of $25,000. Expiration dates of the charters of these vessels represent latest redelivery dates.
(14)The current daily rate for Maersk Kolkata and Maersk Kingston is a base rate of $16,000, adjusted pursuant to the terms of a 50:50 profit/loss sharing mechanism based on market conditions with a minimum charter rate of $12,000 and a maximum charter rate of $25,000. Upon expiry of their current employment (estimated on the latest redelivery date) the vessels will enter into a new charter with ZIM for a period of 36 to 40 months at a daily rate $53,000.
(15)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.
(16)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.
(17)The current daily rate for Vulpecula is $22,700. Upon expiry of its current employment (estimated on the earliest redelivery date) the vessel will enter into a new charter with ZIM for a period of 60 to 64 months at a daily rate of $43,250, on average. For this new 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)The current daily rate for Vela is $22,700. Upon expiry of its current employment (estimated on the earliest redelivery date) the vessel will enter into a new charter with ZIM for a period of 60 to 64 months at a daily rate of $43,250, on average. For this new charter the daily rate will be $99,000 for the first 12 month period, $91,250 for the second 12 month period, $10,000 for the third 12 month period and $8,000 for the remaining duration of the charter.
(19)This charter rate will be earned by Lakonia from April 24, 2022. Until then the daily charter rate will be $17,300.
(20)This charter rate will be earned by Areopolis from May 3, 2022. Until then the daily charter rate will be $17,300.
(21)Expiration of charter represents latest redelivery date.
(22)This charter rate will be earned by Luebeck from March 19, 2022. Until then the daily charter rate will be $7,750.
(23)Based on latest shipyard construction schedule, subject to change.

 

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

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

 

15

 

Dry Bulk Vessel Fleet List

 

The tables below provide additional information, as of March 9, 2022, about our fleet of dry bulk vessels, including one vessel that we have agreed to acquire.

 

 

 

Vessel Name Year Built Capacity (DWT) Current Daily Charter Rate(1) (U.S. dollars) Expiration of Charter(2)
1 AEOLIAN 2012 83,478 26,000 / 100% Participation to the BPI_82 performance(3) June 2022  
2 GRENETA 2010 82,166 101% Participation to the BPI_82 performance(4) October 2022  
3 EGYPTIAN MIKE 2011 81,601 11,000 March 2022  
4 PHOENIX 2012 81,569 - In negotiations for employment  
5 BUILDER 2012 81,541 100% Participation to the BPI_82 performance(4) September 2022  
6 FARMER 2012 81,541 101% Participation to the BPI_82 performance(4) (5) October 2022  
7 SAUVAN 2010 79,700 21,000(6) May 2022  
8  ROSE 2008 76,619 103% Participation to the BPI_82 performance(4) minus $1,336 August 2022
9 MERCHIA 2015 63,800 129% participation to the BSI_58 performance(7)(8) November 2022
10 SEABIRD 2016 63,553 111% participation to the BSI_58 performance(7) November 2022
11 DAWN 2018 63,530 111% participation to the BSI_58 performance(7) September 2022
12 ORION 2015 63,473 111.25% participation to the BSI_58 performance(7) October 2022
13 DAMON 2012 63,227 35,000 March 2022
14 TITAN I 2009 58,090 101% participation to the BSI_58 performance(7) October 2022
15 ERACLE 2012 58,018 31,500(9) May 2022
16 PYTHIAS 2010 58,018 22,000 May 2022(10)
17 ORACLE 2009 57,970 16,500 March 2022
18 CURACAO 2011 57,937 25,000 April 2022
19 URUGUAY 2011 57,937 26,000 March 2022
20 ATHENA 2012 57,809 30,500(11) April 2022
21 THUNDER 2009 57,334 - In negotiations for employment
22 SERENA 2010 57,266 98.25% participation to the BSI_58 performance(7) May 2022
23 LIBRA 2010 56,729 30,000 March 2022
24 PEGASUS 2011 56,726 28,500 March 2022

 

16

 

 

 

Vessel Name Year Built Capacity (DWT) Current Daily Charter Rate(1) (U.S. dollars) Expiration of Charter(2)
25 MERIDA 2012 56,670 105% participation to the BSI_58 performance(7) May 2022
26 CLARA 2008 56,557 98% participation to the BSI_58 performance(7) September 2022
27 PEACE 2006 55,709 98.5% participation to the BSI_58 performance(7) July 2022
28 PRIDE 2006 55,705 97.25% participation to the BSI_58 performance(7) August 2022
29 BERMONDI 2009 55,469 99% participation to the BSI_58 performance(7)(12) January 2023
30 COMITY 2010 37,302 100% participation to the BHSI_38 performance(13) July 2022
31 VERITY 2012 37,163 100% participation to the BHSI_38 performance(13)    April 2022
32 PARITY 2012 37,152 102% participation to the BHSI_38 performance(13) December 2022
33 ACUITY 2011 37,149 102% participation to the BHSI_38 performance(13) December 2022
34 EQUITY 2013 37,071 102% participation to the BHSI_38 performance(13) December 2022
35 DISCOVERY 2012 37,019 16,250(14) March 2022
36 TAIBO 2011 35,112 - Vessel in dry dock
37 BERNIS 2011 34,627 95.5% participation to the BHSI_38 performance(13} December 2022
38 MANZANILLO 2010 34,426 18,500 March 2022
39 ADVENTURE 2011 33,755 - In negotiations for employment
40 ALLIANCE 2012 33,751 14,350 March 2022
41 CETUS (ex. CHARM) 2010 32,527 - In negotiations for employment
42 PROGRESS 2011 32,400 - In negotiations for employment
43 MINER 2010 32,300 16,000 April 2022
44 KONSTANTINOS 2012 32,178 - In negotiations for employment
45 RESOURCE 2010 31,776 16,150 April 2022

 

 

Dry Bulk Vessels Agreed to be Acquired Within 2022

 

 

 

Vessel Name Year Built Capacity (DWT) Current Daily Charter Rate(1) (U.S. dollars) Expiration of Charter(2)
1 MAGDA (tbr. NORMA) 2010 58,018 - -

 

17

 

(1)Daily charter rates are gross, unless stated otherwise.
(2)Charter terms and expiration dates are based on the earliest date charters (unless otherwise noted) could expire.
(3)After April 20, 2022, the gross daily charter rate of Aeolian will be linked to the Baltic Panamax Index-82,500 dwt (“BPI_82”). For this charter, Aeolian received a gross ballast bonus of $600,000.
(4)Gross daily charter rate linked to the BPI_82.
(5)For this charter, Farmer received a gross ballast bonus of $490,000.
(6)For this charter, Sauvan received a gross ballast bonus of $1,050,000.
(7)Gross daily charter rate linked to the Baltic Exchange Supramax Index (“BSI_58’’).
(8)After May 1, 2022, the gross daily charter rate of Merchia will be linked to the BSI_58 performance with a participation rate of 113%.
(9)For every additional day after May 5, 2022, the gross daily charter rate of Eracle will be $34,000.
(10)Latest redelivery date.
(11)For every additional day after April 29, 2022, the gross daily charter rate of Athena will be $34,000.
(12)For this charter, Bermondi received a gross ballast bonus of $421,000.
(13)Gross daily charter rate linked to the Baltic Exchange Handysize Index (“BHSI_38’’).
(14)For every additional day after March 27, 2022, the gross daily charter rate of Discovery will be $20,000.

 

 

 

 

 

 

 

18

 

Consolidated Statements of Income

 

   Year ended December 31,  Three-months ended December 31,
(Expressed in thousands of U.S. dollars, except share and per share amounts)  2020  2021  2020  2021
             
    (Audited)    (Unaudited)    (Unaudited)    (Unaudited) 
REVENUES:                    
Voyage revenue  $460,319   $793,639   $119,143   $283,918 
                     
EXPENSES:                    
Voyage expenses   (7,372)   (13,311)   (989)   (5,831)
Voyage expenses – related parties   (6,516)   (11,089)   (1,763)   (3,750)
Vessels’ operating expenses   (117,054)   (179,981)   (32,055)   (60,665)
General and administrative expenses   (7,360)   (9,405)   (2,059)   (3,445)
Management fees – related parties   (21,616)   (29,621)   (5,593)   (9,682)
General and administrative expenses – non-cash component   (3,655)   (7,414)   (1,239)   (1,891)
Amortization of dry-docking and special survey costs   (9,056)   (10,433)   (2,291)   (2,869)
Depreciation   (108,700)   (136,958)   (27,082)   (40,948)
Gain / (loss) on sale / disposal of vessels, net   (79,120)   45,894    499    27,819 
Loss on vessels held for sale   (7,665)   -    (7,665)   - 
Vessels’ impairment loss   (31,577)   -    -    - 
Foreign exchange gains / (losses)   (300)   29    (97)   (118)
Operating income  $60,328   $441,350   $38,809   $182,538 
                     
OTHER INCOME / (EXPENSES):                    
Interest income  $1,827   $1,587   $363   $33 
Interest and finance costs   (68,702)   (86,047)   (17,250)   (25,254)
Swaps’ breakage cost   (6)   -    -    - 
Income from equity method investments   16,195    12,859    3,994    854 
Gain on sale of equity securities   -    60,161    -    2,017 
Dividend income from investment in equity securities   -    1,833    -    - 
Other   1,181    4,624    713    993 
Gain / (loss) on derivative instruments   (1,946)   (1,246)   446    (27)
Total other income / (expenses)  $(51,451)  $(6,229)  $(11,734)  $(21,384)
Net Income  $8,877   $435,121   $27,075   $161,154 
Earnings allocated to Preferred Stock   (31,082)   (31,068)   (7,767)   (7,767)
Gain on retirement of Preferred Stock   619    -    -    - 
Net Income / (Loss) available to common stockholders  $(21,586)  $404,053   $19,308   $153,387 
                     
                     
Earnings / (Losses) per common share, basic and diluted  $(0.18)  $3.28   $0.16   $1.24 
Weighted average number of shares, basic and diluted   120,696,130    123,070,730    121,817,769    123,737,763 

 

19

 

COSTAMARE INC.

Consolidated Balance Sheets

 

   As of December 31,  As of December 31,
(Expressed in thousands of U.S. dollars)  2020  2021
ASSETS  (Audited)  (Unaudited)
CURRENT ASSETS:          
Cash and cash equivalents  $143,922   $276,002 
Restricted cash   4,998    8,856 
Accounts receivable   8,249    20,978 
Inventories   10,455    21,365 
Due from related parties   1,623    - 
Fair value of derivatives   460    - 
Insurance claims receivable   883    3,970 
Asset held for sale   12,416    78,799 
Time charter assumed   191    198 
Accrued charter revenue   -    7,361 
Prepayments and other   8,853    8,595 
Total current assets  $192,050   $426,124 
FIXED ASSETS, NET:          
Right-of-use assets  $199,098   $191,303 
Vessels and advances, net   2,450,510    3,650,192 
Total fixed assets, net  $2,649,608   $3,841,495 
NON-CURRENT ASSETS:          
Equity method investments  $78,227   $19,872 
Deferred charges, net   27,682    31,859 
Accounts receivable, non-current   3,896    5,076 
Restricted cash   42,976    68,670 
Fair value of derivatives, non-current   -    3,429 
Accrued charter revenue, non-current   -    8,183 
Time charter assumed, non-current   839    667 
Debt securities, held to maturity (Net of allowance for credit losses of $569 as of December 31, 2020)   6,813    - 
Other non-current assets   8,425    1,666 
Total assets  $3,010,516   $4,407,041 
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES:          
Current portion of long-term debt  $147,137   $272,365 
Accounts payable   7,582    18,865 
Due to related parties   432    1,694 
Finance lease liabilities   16,495    16,676 
Accrued liabilities   17,621    27,304 
Unearned revenue   11,893    23,830 
Fair value of derivatives   3,440    6,876 
Other current liabilities   2,374    2,417 
Total current liabilities  $206,974   $370,027 
NON-CURRENT LIABILITIES          
Long-term debt, net of current portion  $1,305,076   $2,169,718 
Finance lease liabilities, net of current portion   116,366    99,689 
Fair value of derivatives, net of current portion   3,653    7,841 
Unearned revenue, net of current portion   29,627    33,867 
Total non-current liabilities  $1,454,722   $2,311,115 
COMMITMENTS AND CONTINGENCIES          
STOCKHOLDERS’ EQUITY:          
Preferred stock  $-   $- 
Common stock   12    12 
Additional paid-in capital   1,366,486    1,386,636 
Retained earnings / (Accumulated deficit)   (9,721)   341,482 
Accumulated other comprehensive loss   (7,957)   (2,231)
Total stockholders’ equity  $1,348,820   $1,725,899 
Total liabilities and stockholders’ equity  $3,010,516   $4,407,041 

20

 

 

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)  2020  2021  2020  2021
             
             
Voyage revenue  $460,319   $793,639   $119,143   $283,918 
Accrued charter revenue (1)  $21,250   $(11,303)  $5,308   $(14,473)
Amortization of Time-charter assumed  $192   $(424)  $48   $39 
Voyage revenue adjusted on a cash basis (2)  $481,761   $781,912   $124,499   $269,484 
                     
Adjusted Net Income available to common stockholders (3)  $123,671   $289,873   $32,666   $112,070 
Weighted Average number of shares    120,696,130    123,070,730    121,817,769    123,737,763 
Adjusted Earnings per share (3)  $1.02   $2.36   $0.27   $0.91 
                     
Net Income  $8,877   $435,121   $27,075   $161,154 
Net Income / (Loss) available to common stockholders  $(21,586)  $404,053   $19,308   $153,387 
Weighted Average number of shares   120,696,130    123,070,730    121,817,769    123,737,763 
Earnings / (Losses) per share  $(0.18)  $3.28   $0.16   $1.24 

 

(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 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.

 

 

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 periods and years ended December 31, 2021 and 2020. 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.

 

21

 

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,

(Expressed in thousands of U.S. dollars, except share and per share data)  2020  2021  2020  2021
       
Net Income  $8,877   $435,121   $27,075   $161,154 
Earnings allocated to Preferred Stock   (31,082)   (31,068)   (7,767)   (7,767)
Gain on retirement of Preferred Stock   619    -    -    - 
Net Income / (Loss) available to common stockholders   (21,586)   404,053    19,308    153,387 
Accrued charter revenue   21,250    (11,303)   5,308    (14,473)
General and administrative expenses - non-cash component   3,655    7,414    1,239    1,891 
Amortization of Time charter assumed   192    (424)   48    39 
Realized (gain) / loss on Euro/USD forward contracts (1)   (488)   460    -    434 
Vessels’ impairment loss   31,577    -    -    - 
(Gain) / loss on sale / disposal of vessels, net   79,120    (45,894)   (499)   (27,819)
Non-recurring, non-cash write-off of loan deferred financing costs   521    964    43    601 
Loss on vessels held for sale   7,665    -    7,665    - 
Gain on sale of vessel by a jointly owned company with York included in equity gain on investments   -    (5,726)   -    - 
Swap’s breakage costs   6    -    -    - 
(Gain) / Loss on derivative instruments, excluding interest accrued and realized on non-hedging derivative instruments   1,759    1,246    (446)   27 
Gain on sale of equity securities   -    (60,161)   -    (2,017)
Other non-recurring, non-cash items   -    (756)   -    - 
Adjusted Net Income available to common stockholders  $123,671   $289,873   $32,666   $112,070 
Adjusted Earnings per Share  $1.02   $2.36   $0.27   $0.91 
Weighted average number of shares   120,696,130    123,070,730    121,817,769    123,737,763 

 

Adjusted Net Income available to common stockholders and Adjusted Earnings per Share represent Net Income after earnings allocated to preferred stock and gain on retirement of preferred stock, but before non-cash “Accrued charter revenue” recorded under charters with escalating or descending charter rates, realized (gain)/loss on Euro/USD forward contracts, vessels’ impairment loss, (gain)/loss on sale / disposal of vessels, net, loss on vessels held for sale, gain on sale / disposal of vessel by a jointly owned company with York included in equity gain on investments, gain on sale of equity securities, swap’s breakage costs, non-recurring, non-cash write-off of loan deferred financing costs, general and administrative expenses - non-cash component, non-cash changes in fair value of derivatives and other non-recurring, 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.

 

22