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Published: 2021-10-27 06:42:11 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 September 30, 2021 compared to the three-month period ended September 30, 2020

 

During the three-month periods ended September 30, 2021 and 2020, we had an average of 91.7 and 59.5 vessels, respectively, in our fleet.

 

In the three-month period ended September 30, 2021, we accepted delivery of the secondhand container vessel Gialova with a TEU capacity of 4,578 and we sold the container vessel Venetiko with a TEU capacity of 5,928. Furthermore, during the three-month period ended September 30, 2021, we accepted delivery of 27 secondhand dry bulk vessels (Eracle, Peace, Bernis, Sauvan, Verity, Pride, Alliance, Manzanillo, Dawn, Acuity, Seabird, Discovery, Aeolian, Comity, Clara, Serena, Merida, Progress, Miner, Parity, Uruguay, Resource, Konstantinos, Taibo, Thunder, Athena and Farmer) with an aggregate DWT of 1,337,162.

 

In the three-month period ended September 30, 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 vessel Scorpius (ex. JPO Scorpius) with a TEU capacity of 2,572. Additionally, we sold the container vessels Kawasaki, Kokura and Zagora with an aggregate TEU capacity of 15,968.

 

In the three-month periods ended September 30, 2021 and 2020, our fleet ownership days totaled 8,434 and 5,478 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

 

 

(Expressed in millions of U.S. dollars, except percentages)

 

Three-month period

ended September 30,

     Percentage
     2020       2021    Change  Change
Voyage revenue  $107.9   $216.2   $108.3    100.4%
Voyage expenses   (2.4)   (4.4)   2.0    83.3%
Voyage expenses – related parties   (1.6)   (3.0)   1.4    87.5%
Vessels’ operating expenses   (30.2)   (49.7)   19.5    64.6%
General and administrative expenses   (1.5)   (2.3)   0.8    53.3%
Management fees – related parties   (5.5)   (8.2)   2.7    49.1%
General and administrative expenses - non-cash component   (0.9)   (2.3)   1.4    155.6%
Amortization of dry-docking and special survey costs   (2.2)   (2.7)   0.5    22.7%
Depreciation   (25.9)   (37.3)   11.4    44.0%
Gain /(loss) on sale / disposal of vessels   (0.4)   16.7    17.1    n.m. 
Interest income   0.3    0.1    (0.2)   (66.7%)
Interest and finance costs   (16.1)   (24.2)   8.1    50.3%
Change in fair value measurement of equity securities   -    7.1    7.1    n.m. 
Income from equity method investments   4.0    7.1    3.1    77.5%
Dividend income from investment in equity securities   -    1.8    1.8    n.m. 
Other   0.1    0.5    0.4    n.m. 
Loss on derivative instruments   (0.4)   (0.2)   (0.2)   (50.0%)
Net Income  $25.2   $115.2           

 

(Expressed in millions of U.S. dollars, except percentages)

 

Three-month period

ended September 30,

     Percentage
     2020       2021    Change  Change
Voyage revenue  $107.9   $216.2   $108.3    100.4%
Accrued charter revenue   8.2    1.0    (7.2)   (87.8%)
Amortization of time charter assumed   -    (0.1)   (0.1)   n.m. 
Voyage revenue adjusted on a cash basis (1)  $116.1   $217.1   $101.0    87.0%

 

1

 

Vessels’ operational data

 

Three-month period

ended September 30,

     Percentage
     2020       2021    Change  Change
Average number of vessels   59.5    91.7    32.2    54.1%
Ownership days   5,478    8,434    2,956    54.0%
Number of vessels under dry-docking   2    5    3      

 

Segmental Financial Summary

 

Three-month period ended September 30, 2021
   Container vessels  Dry bulk vessels  Other  Total
             
Voyage revenue  $182.4   $33.8   $-   $216.2 
Voyage expenses   (2.4)   (2.0)   -    (4.4)
Voyage expenses – related parties   (2.6)   (0.4)   -    (3.0)
Vessels’ operating expenses   (40.8)   (8.9)   -    (49.7)
General and administrative expenses   (1.9)   (0.4)   -    (2.3)
Management fees – related parties   (6.6)   (1.6)   -    (8.2)
General and administrative expenses - non-cash component   (1.9)   (0.4)   -    (2.3)
Amortization of dry-docking and special survey costs   (2.7)   -    -    (2.7)
Depreciation   (33.7)   (3.6)   -    (37.3)
Gain on sale / disposal of vessels   16.7    -    -    16.7 
Interest income   0.1    -    -    0.1 
Interest and finance costs   (22.9)   (1.3)   -    (24.2)
Change in fair value measurement of equity securities   -    -    7.1    7.1 
Income from equity method investments   -    -    7.1    7.1 
Dividend income from investment in equity securities   -    -    1.8    1.8 
Other   0.5    -    -    0.5 
Loss on derivative instruments   (0.2)   -    -    (0.2)
Net Income  $84.0   $15.2   $16.0   $115.2 

 

(1) Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. generally accepted accounting principles (“GAAP”). Refer to “Financial Summary” below for the reconciliation of Voyage revenue adjusted on a cash basis.

 

Voyage Revenue

 

Voyage revenue increased by 100.4%, or $108.3 million, to $216.2 million during the three-month period ended September 30, 2021, from $107.9 million during the three-month period ended September 30, 2020. The increase is mainly attributable to (i) revenue earned by five container vessels acquired during the second half of 2020 as well as the 16 container vessels and 26 dry bulk vessels acquired during the nine-month period ended September 30, 2021 and (ii) increased charter rates in certain of our container vessels, partly off-set by revenue not earned by two container vessels sold during the second half of 2020 and three container vessels sold during the nine-month period ended September 30, 2021.

 

Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”) increased by 87.0%, or $101.0 million, to $217.1 million during the three-month period ended September 30, 2021, from $116.1 million during the three-month period ended September 30, 2020. Accrued charter revenue for the three-month periods ended September 30, 2021 and 2020 was a positive amount of $1.0 million and $8.2 million, respectively.

 

Voyage Expenses

 

Voyage expenses were $4.4 million and $2.4 million for the three-month periods ended September 30, 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.

2

 

 

Voyage Expenses – related parties

 

Voyage expenses – related parties were $3.0 million and $1.6 million for the three-month periods ended September 30, 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 $0.3 million and $0.3 million, in the aggregate, for the three-month periods ended September 30, 2021 and 2020, respectively.

 

Vessels’ Operating Expenses

 

Vessels’ operating expenses, which also include the realized gain under derivative contracts entered into in relation to foreign currency exposure, were $49.7 million and $30.2 million during the three-month periods ended September 30, 2021 and 2020, respectively. Daily vessels’ operating expenses were $5,895 and $5,520 for the three-month periods ended September 30, 2021 and 2020, respectively. The increase in the daily operating expenses over the two quarters is mainly attributed 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 $2.3 million and $1.5 million during the three-month periods ended September 30, 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 $8.2 million and $5.5 million during the three-month periods ended September 30, 2021 and 2020, respectively.

 

General and Administrative Expenses - non-cash component

 

General and administrative expenses - non-cash component for the three-month period ended September 30, 2021 amounted to $2.3 million, representing the value of the shares issued to a related party manager on September 30, 2021. General and administrative expenses - non-cash component for the three-month period ended September 30, 2020 amounted to $0.9 million, representing the value of the shares issued to a related party manager on September 30, 2020.

 

Amortization of Dry-Docking and Special Survey

 

Amortization of deferred dry-docking and special survey costs was $2.7 million and $2.2 million during the three-month periods ended September 30, 2021 and 2020, respectively. During the three-month period ended September 30, 2021, two vessels underwent and completed their dry-docking and special survey and three vessels were in the process of completing their dry-docking and special survey. During the three-month period ended September 30, 2020, two vessels underwent and completed their dry-docking and special survey.

 

Depreciation

 

Depreciation expense for the three-month periods ended September 30, 2021 and 2020 was $37.3 million and $25.9 million, respectively.

 

Gain / (loss) on Sale / Disposal of Vessels

 

During the three-month period ended September 30, 2021, we recorded a gain of $16.5 million from the sale of the container vessel Venetiko, which was classified as vessel held for sale as at June 30, 2021 (initially classified as vessel held for sale as of March 31, 2021) and an additional gain of $0.2 million from the sale of the container vessel Halifax Express, which was sold in the first half of 2021.

 

During the three-month period ended September 30, 2020, we recorded an additional loss of $0.4 million, in the aggregate, from the sale of the container vessel Zagora which was classified as vessel held for sale as at December 31, 2019 and from the sale of the container vessels Kawasaki and Kokura which were classified as vessels held for sale as at June 30, 2020.

 

Loss on Vessels Held for Sale

 

During the three-month period ended September 30, 2021, the container vessels ZIM New York, and ZIM Shanghai were classified as vessels held for sale (initially classified as vessel held for sale as of June 30, 2021). No loss on vessels held for sale was recorded during the third quarter of 2021, since each vessel’s estimated market value exceeded each vessel’s carrying value.

 

3

 

Interest Income

 

Interest income amounted to $0.1 million and $0.3 million for the three-month periods ended September 30, 2021 and 2020, respectively.

 

Interest and Finance Costs

 

Interest and finance costs were $24.2 million and $16.1 million during the three-month periods ended September 30, 2021 and 2020, respectively. The increase is mainly attributable to the increased average loan balances during the three-month period ended September 30, 2021 compared to the three-month period ended September 30, 2020, partly off-set by decreased financing cost during the three-month period ended September 30, 2021 compared to the three-month period ended September 30, 2020.

 

Swaps’ Breakage Costs

 

During the three-month period ended September 30, 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.

 

Change in Fair Value of Equity securities/ Dividend income from investment in equity securities

 

Change in fair value of equity securities of $7.1 million for the three-month period ended September 30, 2021, represents the difference between the aggregate fair value of 1,221,800 ordinary shares of ZIM that we owned as at September 30, 2021 compared to the fair value of such shares as of June 30, 2021. 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 three-month period ended September 30, 2021 we received a special dividend from ZIM in the amount of $1.8 million.

 

Income from Equity Method Investments

 

During the three-month period ended September 30, 2021, we recorded an income from equity method investments of $7.1 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. As of September 30, 2021, six companies are jointly owned with York (of which, four companies currently own container vessels). During the three-month period ended September 30, 2020, we recorded an income from equity method investments of $4.0 million relating to investments under the Framework Deed.

 

Loss on Derivative Instruments

 

The fair value of our ten interest rate derivative instruments and our two cross currency rate swaps which were outstanding as of September 30, 2021 equates to the amount that would be paid by us or to us should those instruments be terminated. As of September 30, 2021, the fair value of these ten interest rate derivative instruments and two cross currency rate swaps, in aggregate, amounted to a liability of $13.4 million. The change in the fair value of the interest rate derivative instruments and cross currency rate 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 and is presented in the same income statement line item as the earnings effect of the hedged item while the change in the fair value of the interest rate derivatives, representing hedge components excluded from the assessment of effectiveness are recognized currently in earnings and are presented in Gain/(Loss) on Derivative Instruments. The change in the fair value of the interest rate derivative instruments that did not qualify for hedge accounting is recorded in Gain/(Loss) on Derivative Instruments. For the three-month period ended September 30, 2021, a loss of $1.5 million has been included in OCI and a loss of $0.1 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 three-month period ended September 30, 2021.

 

Cash Flows

 

Three-month periods ended September 30, 2021 and 2020

 

Condensed cash flows  Three-month period ended September 30,
(Expressed in millions of U.S. dollars)  2020  2021
Net Cash Provided by Operating Activities  $66.7   $125.9 
Net Cash Used in Investing Activities  $(23.3)  $(395.8)
Net Cash Provided by / (Used in) Financing Activities  $(57.2)  $219.3 

 

4

 

Net Cash Provided by Operating Activities

 

Net cash flows provided by operating activities for the three-month period ended September 30, 2021, increased by $59.2 million to $125.9 million, from $66.7 million for the three-month period ended September 30, 2020. The increase is mainly attributable to increased cash from operations of $101.0 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 $16.4 million, by the increased payments for interest (including swap payments) of $4.6 million during the three-month period ended September 30, 2021 compared to the three-month period ended September 30, 2020 and by increased dry-docking and special survey costs of $0.8 million during the three-month period ended September 30, 2021 compared to the three-month period ended September 30, 2020.

 

Net Cash Used in Investing Activities

 

Net cash used in investing activities was $395.8 million in the three-month period ended September 30, 2021, which mainly consisted of (i) payments for the acquisition of 10 secondhand dry bulk vessels, (ii) settlement payments for the delivery of one container vessel and 15 secondhand dry bulk vessels, (iii) advance payments for the acquisition of five secondhand dry bulk vessels, (iv) 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 (v) payments for upgrades for certain of our container and dry bulk vessels, partly off-set by proceeds we received from the sale of one container vessel and by return of capital we received from one entity jointly -owned with York pursuant to the Framework Deed.

 

Net cash used in investing activities was $23.3 million in the three-month period ended September 30, 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 one container secondhand vessel, partly off-set by proceeds we received from the sale of three container vessels.

 

Net Cash Provided by / (Used in) Financing Activities

 

Net cash provided by financing activities was $219.3 million in the three-month period ended September 30, 2021, which mainly consisted of (a) $240.6 million net proceeds relating to our debt financing agreements (including proceeds of $300.9 million we received from our debt financing agreements), (b) $10.8 million we paid for dividends to holders of our common stock for the second 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 April 15, 2021 to July 14, 2021.

 

Net cash used in financing activities was $57.2 million in the three-month period ended September 30, 2020, which mainly consisted of (a) $32.7 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 second quarter of 2020 and (c) $0.9 million we paid for dividends to holders of our 7.625% Series B Preferred Stock, $2.1 million we paid for dividends to holders of our 8.500% Series C Preferred Stock, $2.2 million we paid for dividends to holders of our 8.75% Series D Preferred Stock and $2.5 million we paid for dividends to holders of our 8.875% Series E Preferred Stock for the period from April 15, 2020 to July 14, 2020.

 

Nine-month period ended September 30, 2021 compared to the nine-month period ended September 30, 2020

 

During the nine-month periods ended September 30, 2021 and 2020, we had an average of 75.4 and 59.9 vessels, respectively, in our fleet.

 

In the nine-month period ended September 30, 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 and Venetiko with an aggregate TEU capacity of 12,322 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 Capital Management 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.

 

5

 

Furthermore, in the nine-month period ended September 30, 2021, we acquired all 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. 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 will not receive a profit as a result of the acquisition. Fifteen of the dry bulk vessels (Pegasus, Builder, Adventure, Eracle, Peace, Sauvan, Pride, Alliance, Manzanillo, Acuity, Seabird, Aeolian, Comity, Athena and Farmer) that were part of the acquisition with an aggregate DWT of 850,163, were delivered to us during the nine-month period ended September 30, 2021. In addition, in the nine-month period ended September 30, 2021, we accepted delivery of another fifteen secondhand dry bulk vessels (Bernis, Verity, Dawn, Discovery, Clara, Serena, Merida, Progress, Miner, Parity, Uruguay, Resource, Konstantinos, Taibo and Thunder) with an aggregate DWT of 659,021.

 

In the nine-month periods ended September 30, 2020, we accepted delivery of the newbuild vessels YM Triumph, YM Truth and YM Totality with an aggregate TEU capacity of 38,070 and the secondhand vessels Virgo (ex. JPO Virgo) and Scorpius (ex. JPO Scorpius) with a TEU capacity of 6,830; and we sold the vessels Neapolis, Kawasaki, Kokura and Zagora with an aggregate TEU capacity of 17,613.

 

In the nine-month periods ended September 30, 2021 and 2020, our fleet ownership days totaled 20,583 and 16,413 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)

 

(Expressed in millions of U.S. dollars, except percentages)

 

Three-month period

ended September 30,

     Percentage
     2020       2021    Change  Change
Voyage revenue  $341.2   $509.7   $168.5    49.4%
Voyage expenses   (6.4)   (7.5)   1.1    17.2%
Voyage expenses – related parties   (4.7)   (7.3)   2.6    55.3%
Vessels’ operating expenses   (85.0)   (119.3)   34.3    40.4%
General and administrative expenses   (5.3)   (6.0)   0.7    13.2%
Management fees – related parties   (16.0)   (19.9)   3.9    24.4%
General and administrative expenses - non-cash component   (2.4)   (5.5)   3.1    129.2%
Amortization of dry-docking and special survey costs   (6.8)   (7.6)   0.8    11.8%
Depreciation   (81.6)   (96.0)   14.4    17.6%
Gain / (loss) on sale / disposal of vessels, net   (65.3)   18.1    83.4    n.m. 
Loss on vessels held for sale   (14.4)   -    14.4    n.m. 
Vessels’ impairment loss   (31.6)   -    31.6    n.m. 
Foreign exchange gains / (losses)   (0.2)   0.2    0.4    n.m. 
Interest income   1.5    1.6    0.1    6.7%
Interest and finance costs   (51.5)   (60.8)   9.3    18.1%
Fair value measurement of equity securities   -    58.1    58.1    n.m. 
Income from equity method investments   12.2    12.0    (0.2)   (1.6%)
Dividend income from investment in equity securities   -    1.8    1.8    n.m. 
Other   0.5    3.6    3.1    n.m. 
Loss on derivative instruments   (2.4)   (1.2)   (1.2)   (50.0%)
Net Income / (Loss)  $(18.2)  $274.0           

 

 

(Expressed in millions of U.S. dollars, except percentages)

 

Three-month period

ended September 30,

     Percentage
     2020       2021    Change  Change
Voyage revenue  $341.2   $509.7   $168.5    49.4%
Accrued charter revenue   15.9    3.2    (12.7)   (79.9%)
Amortization of time charter assumed   0.2    (0.5)   (0.7)   n.m. 
Voyage revenue adjusted on a cash basis (2)  $357.3   $512.4   $155.1    43.4%

 

 

6

 

Vessels’ operational data

 

Three-month period

ended September 30,

     Percentage
     2020       2021    Change  Change
Average number of vessels   59.9    75.4    15.5    25.9%
Ownership days   16,413    20,583    4,170    25.4%
Number of vessels under dry-docking   9    14    5      

 

Segmental Financial Summary (1)

 

Nine-month period ended September 30, 2021
   Container vessels  Dry bulk vessels  Other    Total  
Voyage revenue  $475.1   $34.6   $-   $509.7 
Voyage expenses   (5.4)   (2.1)   -    (7.5)
Voyage expenses – related parties   (6.9)   (0.4)   -    (7.3)
Vessels’ operating expenses   (110.2)   (9.1)   -    (119.3)
General and administrative expenses   (5.6)   (0.4)   -    (6.0)
Management fees – related parties   (18.3)   (1.6)   -    (19.9)
General and administrative expenses - non-cash component   (5.0)   (0.5)   -    (5.5)
Amortization of dry-docking and special survey costs   (7.6)   -    -    (7.6)
Depreciation   (92.3)   (3.7)   -    (96.0)
Gain on sale / disposal of vessels, net   18.1    -    -    18.1 
Foreign exchange gains   0.2    -    -    0.2 
Interest income   1.6    -    -    1.6 
Interest and finance costs   (59.5)   (1.3)   -    (60.8)
Fair value measurement of equity securities   -    -    58.1    58.1 
Income from equity method investments   -    -    12.0    12.0 
Dividend income from investment in equity securities   -    -    1.8    1.8 
Other   3.6    -    -    3.6 
Loss on derivative instruments   (1.2)   -    -    (1.2)
Net Income  $186.6   $15.5   $71.9   $274.0 

 

(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 “Financial Summary” below for the reconciliation of Voyage revenue adjusted on a cash basis.

 

Voyage Revenue

 

Voyage revenue increased by 49.4%, or $168.5 million, to $509.7 million during the nine-month period ended September 30, 2021, from $341.2 million during the nine-month period ended September 30, 2020. The increase is mainly attributable to (i) revenue earned by five container vessels acquired during the second half of 2020 as well as the 16 container vessels and 26 dry bulk vessels acquired during the nine-month period ended September 30, 2021, (ii) increased charter rates in certain of our container vessels during the nine-month period ended September 30, 2021 compared to the nine-month period ended September 30, 2020, partly off-set by revenue not earned by five container vessels sold during the year ended December 31, 2020 and three container vessels sold during the nine-month period ended September 30, 2021.

7

 

 

Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”), increased by 43.4%, or $155.1 million, to $512.4 million during the nine-month period ended September 30, 2021, from $357.3 million during the nine-month period ended September 30, 2020. Accrued charter revenue for the nine-month periods ended September 30, 2021 and 2020 was a positive amount of $3.2 million and $15.9 million, respectively.

 

Voyage Expenses

 

Voyage expenses were $7.5 million and $6.4 million for the nine-month periods ended September 30, 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 $7.3 million and $4.7 million for the nine-month periods ended September 30, 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 $0.9 million and $0.5 million, in the aggregate, for the nine-month periods ended September 30, 2021 and 2020, respectively.

 

Vessels’ Operating Expenses

 

Vessels’ operating expenses, which also include the realized gain under derivative contracts entered into in relation to foreign currency exposure, were $119.3 million and $85.0 million during the nine-month periods ended September 30, 2021 and 2020, respectively. Daily vessels’ operating expenses were $5,797 and $5,179 for the nine-month periods ended September 30, 2021 and 2020, respectively. The increase in the daily operating expenses over the two nine-month periods is mainly attributed 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 $6.0 million and $5.3 million during the nine-month periods ended September 30, 2021 and 2020, respectively, and both include $1.9 million paid to a related manager.

 

Management Fees – related parties

 

Management fees paid to our related party managers were $19.9 million and $16.0 million during the nine-month periods ended September 30, 2021 and 2020, respectively.

 

General and Administrative Expenses - non-cash component

 

General and administrative expenses - non-cash component for the nine-month period ended September 30, 2021 amounted to $5.5 million, representing the value of the shares issued to a related party manager on March 31, 2021, on June 30, 2021 and September 30, 2021. General and administrative expenses - non-cash component for the nine-month period ended September 30, 2020 amounted to $2.4 million, representing the value of the shares issued to a related party manager on March 30, 2020, June 30, 2020 and September 30, 2020.

 

Amortization of Dry-Docking and Special Survey

 

Amortization of deferred dry-docking and special survey costs was $7.6 million and $6.8 million during the nine-month periods ended September 30, 2021 and 2020, respectively. During the nine-month period ended September 30, 2021, 11 vessels underwent and completed their dry-docking and special survey and three vessels were in the process of completing their dry-docking and special survey. During the nine-month period ended September 30, 2020, nine vessels underwent and completed their dry-docking and special survey.

 

Depreciation

 

Depreciation expense for the nine-month periods ended September 30, 2021 and 2020 was $96.0 million and $81.6 million, respectively.

 

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

 

During the nine-month period ended September 30, 2021, we recorded a net gain of $18.1 million from the sale of the container vessels Prosper (asset held for sale as at March 31, 2021), Halifax Express (asset held for sale as at December 31, 2020) and Venetiko (asset held for sale as at March 31, 2021 and June 30, 2021). During the nine-month period ended September 30, 2020, we recorded an aggregate net loss of $65.3 million from the sale of the container vessels Kawasaki, Kokura, Neapolis and Zagora. Neapolis and Zagora were classified as assets held for sale as at December 31, 2019.

8

 

 

Loss on vessels held for sale

 

During the nine-month period ended September 30, 2021, the container vessels ZIM New York and ZIM Shanghai were classified as vessels held for sale (initially classified as vessels’ held for sale on June 30, 2021). No loss on vessels held for sale was recorded during the nine-month period ended September 30, 2021, since each vessel’s estimated market value exceeded each vessel’s carrying value. During the nine-month period ended September 30, 2020, we recorded a loss on vessels held for sale of $14.4 million representing the expected loss from sale of the container vessel Singapore Express during the next twelve-month period.

 

Vessels’ impairment loss

 

During the nine-month period ended September 30, 2021 no impairment loss was recorded. During the nine-month period ended September 30, 2020, we recorded an impairment loss in relation to five of our container vessels in the amount of $31.6 million, in the aggregate.

 

Interest Income

 

Interest income amounted to $1.6 million and $1.5 million for the nine-month periods ended September 30, 2021 and 2020, respectively.

 

Interest and Finance Costs

 

Interest and finance costs were $60.8 million and $51.5 million during the nine-month periods ended September 30, 2021 and 2020, respectively. The increase is mainly attributable to the increased average loan balances during the nine-month period ended September 30, 2021 compared to the nine-month period ended September 30, 2020, partly off-set by the decreased financing cost during the nine-month period ended September 30, 2021 compared to the nine-month period ended September 30, 2020.

 

Swaps’ Breakage Costs

 

During the nine-month period ended September 30, 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.

 

Fair value measurement of equity securities / Dividend income from investment in equity securities

 

Fair value measurement of equity securities of $58.1 million for the nine-month period ended September 30, 2021, represents the difference between the aggregate fair value of 1,221,800 ordinary shares of ZIM that we owned as at September 30, 2021 of $61.9 million compared to the book value of these shares of $3.8 million 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 nine-month period ended September 30, 2021, we received a special dividend from ZIM in the amount of $1.8 million.

 

Income from Equity Method Investments

 

During the nine-month period ended September 30, 2021, we recorded an income from equity method investments of $12.0 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. 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 September 30, 2021, six companies are jointly owned with York (of which, four companies currently own container vessels). During the nine-month period ended September 30, 2020, we recorded an income from equity method investments of $12.2 million relating to investments under the Framework Deed.

 

Loss on Derivative Instruments

 

The fair value of our ten interest rate derivative instruments and our two cross currency rate swaps which were outstanding as of September 30, 2021 equates to the amount that would be paid by us or to us should those instruments be terminated. As of September 30, 2021, the fair value of these twelve derivative instruments, in aggregate, amounted to a liability of $13.4 million. The change in the fair value of the interest rate derivative instruments and cross currency rate 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 and is presented in the same income statement line item as the earnings effect of the hedged item while the change in the fair value of the interest rate derivatives representing hedge components excluded from the assessment of effectiveness are recognized currently in earnings and are presented in Gain/(Loss) on Derivative Instruments. The change in the fair value of the interest rate derivative instruments that did not qualify for hedge accounting is recorded in Gain/(Loss) on Derivative Instruments. For the nine-month period ended September 30, 2021, a loss of $0.6 million has been included in OCI and a loss of $0.3 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 nine-month period ended September 30, 2021.

 

9

 

 

Cash Flows

 

Nine-month periods ended September 30, 2021 and 2020

 

Condensed cash flows  Nine-month period ended September 30,
(Expressed in millions of U.S. dollars)  2020  2021
Net Cash Provided by Operating Activities  $205.9   $301.1 
Net Cash Used in Investing Activities  $(21.7)  $(677.2)
Net Cash Provided by / (Used in) Financing Activities  $(192.7)  $482.6 

 

Net Cash Provided by Operating Activities

 

Net cash flows provided by operating activities for the nine-month period ended September 30, 2021, increased by $95.2 million to $301.1 million, from $205.9 million for the nine-month period ended September 30, 2020. The increase is mainly attributable to increased cash from operations of $155.2 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 $7.8 million, by the increased payments for interest (including swap payments) of $5.9 million during the nine-month period ended September 30, 2021 compared to the nine-month period ended September 30, 2020 and by the increased dry-docking and special survey costs of $3.3 million during the nine-month period ended September 30, 2021 compared to the nine-month period ended September 30, 2020.

 

Net Cash Provided Used in Investing Activities

 

Net cash used in investing activities was $677.2 million in the nine-month period ended September 30, 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, nine secondhand container vessels and 28 dry bulk vessels, (iii) advance payments for the acquisition of one secondhand container vessel and six secondhand dry bulk vessels (iv) 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 (v) payments for upgrades for certain of our container and dry bulk vessels, partly off-set by proceeds we received from the sale of three container vessels and by return of capital we received from one entity jointly -owned with York pursuant to the Framework Deed.

 

Net cash used in investing activities was $21.7 million in the nine-month period ended September 30, 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 two second hand container vessels, partly off-set by proceeds we received from the sale of four of our container vessels and by return of capital we received from nine 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 nine-month period ended September 30, 2021, which mainly consisted of (a) $550.0 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 $944.0 million), (b) $29.6 million we paid for dividends to holders of our common stock for the fourth quarter of 2020, the first quarter of 2021 and the second quarter of 2021 and (c) $2.8 million we paid for dividends to holders of our Series B Preferred Stock, $6.3 million we paid for dividends to holders of our Series C Preferred Stock, $6.6 million we paid for dividends to holders of our Series D Preferred Stock and $7.5 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 and April 15, 2021 to July 14, 2021.

10

 

 

Net cash used in financing activities was $192.7 million in the nine-month period ended September 30, 2020, which mainly consisted of (a) $133.2 million net payments relating to our debt financing agreements, (b) $25.2 million we paid for dividends to holders of our common stock for the fourth quarter of 2019, the first quarter of 2020 and the second quarter of 2020 and (c) $2.8 million we paid for dividends to holders of our 7.625% Series B Preferred Stock, $6.3 million we paid for dividends to holders of our 8.500% Series C Preferred Stock, $6.6 million we paid for dividends to holders of our 8.75% Series D Preferred Stock and $7.5 million we paid for dividends to holders of our 8.875% Series E Preferred Stock for the period from October 15, 2019 to January 14, 2020, January 15, 2020 to April 14, 2020 and April 15, 2020 to July 14, 2020.

 

Liquidity and Unencumbered Vessels

 

Cash and cash equivalents

 

As of September 30, 2021, we had a total cash liquidity of $298.4 million, consisting of cash, cash equivalents and restricted cash.

 

Debt-free vessels

 

As of October 26, 2021, the following vessels were free of debt.

Unencumbered Vessels

(Refer to fleet list for full details)

 

Vessel Name  Year
Built
  TEU / DWT
Capacity
Containerships          
ETOILE   2005    2,556 
MICHIGAN   2008    1,300 
MONEMVASIA (*)   1998    2,472 
ARKADIA (*)   2001    1,550 
Dry Bulk Vessels          
CURACAO   2011    57,937 
ROSE   2008    76,619 

 

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

 

Conference Call details:

 

On Wednesday, October 27, 2021 at 8:30 a.m. EST, Costamare’s management team will hold a conference call to discuss the financial results. Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1-844-887-9405 (from the US), 0808-238-9064 (from the UK) or +1-412-317-9258 (from outside the US and the UK). Please quote “Costamare”. A replay of the conference call will be available until November 3, 2021. 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: 10161631.

 

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 47 years of history in the international shipping industry and a fleet of 78 containerships, with a total capacity of approximately 565,000 TEU (including one secondhand vessel that we have agreed to acquire and one vessel that we have agreed to sell) and 37 dry bulk vessels with a total capacity of approximately 1,910,000 DWT (including three secondhand vessels 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

 

 

Fleet List

 

The tables below provide additional information, as of October 26, 2021, about our fleet of containerships, including the vessel that we have agreed to acquire, the vessel we have agreed to sell, 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 1996 8,044 25,000 June 2023(9)
33 MAERSK KOTKA Maersk 1996 8,044 25,000 June 2023(9)
34 MAERSK KOWLOON Maersk 2005 7,471 16,000 June 2022(10)
35 KURE COSCO 1996 7,403 31,000 March 2023
36 MSC METHONI MSC/Maersk 2003 6,724 29,000/46,500 July 2026(11)
37 PORTO CHELI Maersk 2001 6,712 30,075 June 2026
38 YORK Maersk 2000 6,648 21,250 August 2022
39 KOBE RCL Feeder/ZIM 2000 6,648 14,500/45,000 July 2025(12)
40 SEALAND WASHINGTON Maersk 2000 6,648 25,000 December 2022 (13)
41 SEALAND MICHIGAN Maersk 2000 6,648 25,000 October 2022(13)
42 SEALAND ILLINOIS Maersk 2000 6,648 25,000 October 2022 (13)
43 MAERSK KOLKATA Maersk 2003 6,644 25,000 October 2022 (13)

 

13

 

 

 

 

Vessel Name Charterer Year Built Capacity (TEU) Current Daily Charter Rate(1) (U.S. dollars) Expiration of Charter(2)
44 MAERSK KINGSTON Maersk 2003 6,644 25,000 October 2022 (13)
45 MAERSK KALAMATA Maersk 2003 6,644 25,000 October 2022 (13)
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 ONE/ZIM 2006 5,642 (*)/62,500 July 2025(14)
50 PORTO GERMENO Maersk 2002 5,570 28,822 June 2026
51 ZIM NEW YORK(iii) ZIM 2002 4,992 - Vessel scheduled to be sold
52 LEONIDIO(ii) Maersk 2014 4,957 14,200 December 2024(15)
53 KYPARISSIA(ii) Maersk 2014 4,957 14,200 November 2024(15)
54 MEGALOPOLIS Maersk 2013 4,957 13,500 July 2025(16)
55 MARATHOPOLIS Maersk 2013 4,957 13,500 July 2025(16)
56 OAKLAND Maersk 2000 4,890 24,500 March 2023
57 GIALOVA ZIM 2009 4,578 25,500 April 2024
58 NORFOLK Maersk 2009 4,259 30,000 May 2023
59 VULPECULA OOCL 2010 4,258 22,700 February 2023
60 VOLANS ZIM 2010 4,258 24,250 April 2024
61 VIRGO Maersk 2009 4,258 30,200 February 2024
62 VELA OOCL 2009 4,258 22,700 January 2023
63 ANDROUSA Maersk 2010 4,256 22,750 May 2023
64 NEOKASTRO (*)/CMA CGM 2011 4,178 (*)/ 39,000 January 2027(17)
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(18)
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(19)
72 MONEMVASIA(i) Maersk 1998 2,472 9,250 November 2022(20)
73 MESSINI (*) 1997 2,458 18,000 January 2022
74 ARKADIA(i) China Navigation 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(21)

  

Containership agreed to be acquired within 2021

 

 

 

Vessel Name Vessel Capacity (TEU)   Year Built Charterer Agreed Daily Charter Rate (U.S. dollars) Charter Tenor
1 CO KOBE (tbr. DYROS) 4,578   2008 Maersk 22,750 24.5 – 27.5 months from vessel’s delivery to the charterer

 

 

 

(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 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.
(10)Charterer has the option to extend the current time charter from June 2022, for a period expiring between August 2025 and November 2025 at a daily rate of $18,500.
(11)Upon redelivery of MSC Methoni from MSC (expected in November 2021), the vessel will commence a charter with Maersk at a daily rate of $46,500. Until then the daily charter rate will be $29,000.
(12)Upon redelivery of Kobe from RCL Feeder (expected in November 2021), the vessel will commence a charter with ZIM at a daily rate of $45,000. Until then the daily charter rate will be $14,500.
(13)The daily rate for Sealand Washington, Sealand Michigan, Sealand Illinois, Maersk Kolkata, Maersk Kingston 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 of charter represents latest redelivery date.
(14)Upon redelivery of Glen Canyon from ONE (expected between February 2022 and April 2022), the vessel will commence a charter with ZIM at a daily rate of $62,500.
(15)Charterer has the option to extend the current time charter for an additional period of 12 to 14 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)Upon redelivery of Neokastro from her current charterer (expected between December 2021 and February 2022), the vessel will commence a charter with CMA CGM at a daily rate of $39,000.
(18)This charter rate will be earned by Lakonia from April 24, 2022. Until then the daily charter rate will be $17,300.
(19)This charter rate will be earned by Areopolis from May 3, 2022. Until then the daily charter rate will be $17,300.
(20)Expiration of charter represents latest redelivery date.
(21)This charter rate will be earned by Luebeck from March 19, 2022. Until then the daily charter rate will be $7,750.

 

(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

 

 

The tables below provide additional information, as of October 26, 2021, about our fleet of dry bulk vessels, including the vessels 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 39,000 December 2021  
2 BUILDER 2012 81,541 25,000 November 2021  
3 FARMER 2012 81,541 38,300 December 2021  
4 SAUVAN 2010 79,700 30,250 November 2021  
5  ROSE 2008 76,619 - Open
6 SEABIRD 2016 63,553 40,750 November 2021
7 DAWN 2018 63,530 10,500 December 2021(3) (4)
8 ERACLE 2012 58,018 30,000 November 2021
9 CURACAO 2011 57,937 39,000 December 2021
10 URUGUAY 2011 57,937 35,000 November 2021
11 ATHENA 2012 57,809 35,000 November 2021
12 THUNDER 2009 57,334 40,750 October 2021
13 SERENA 2010 57,266 98.25% participation to the BSI58 performance(5) May 2022
14 PEGASUS 2011 56,726 26,150 November 2021
15 MERIDA 2012 56,670 42,000 November 2021
16 CLARA 2008 56,557 47,000 November 2021
17 PEACE 2006 55,709 98.5% participation to the BSI58 performance(5) July 2022
18 PRIDE 2006 55,705 34,500 November 2021
19 COMITY 2010 37,302 100% participation to the BHSI38 performance(6) July 2022(3)
20 VERITY 2012 37,163 100% participation to the BHSI38 performance(6)    March 2022(3)
21 PARITY 2012 37,152 102% participation to the BHSI38 performance(6) December 2022
22 ACUITY 2011 37,149 30,900 November 2021
23 EQUITY 2013 37,071 32,500 November 2021
24 DISCOVERY 2012 37,019 47,000 November 2021
25 TAIBO 2011 35,112 - Vessel in dry dock
26 BERNIS 2011 34,627 25,250 November 2021
27 MANZANILLO 2010 34,426 48,750 November 2021
28 ADVENTURE 2011 33,755 7,500 December 2021(3) (4)
29 ALLIANCE 2012 33,751 8,150 December 2021(3) (4)
30 CHARM 2010 32,527 91% participation to the BHSI38 performance(6) February 2022(3)
31 PROGRESS 2011 32,400 - Open
32 MINER 2010 32,300 - Vessel in dry dock
33 KONSTANTINOS 2012 32,178 19,500 November 2021(3) (4)
34 RESOURCE 2010 31,776 27,500 November 2021

 

16

 

Dry Bulk vessels agreed to be acquired within 2021

 

 

 

Vessel Name Year Built Capacity (DWT) Current Daily Charter Rate(1) (U.S. dollars) Expiration of Charter(2)
1 JAIGARH (tbr. GRENETA) 2010 82,166 - -
2 BULK TITAN (tbr. TITAN I) 2009 58,090 - -
3 DARYA LAKSHMI (tbr. BERMONDI) 2009 55,469 - -

 

(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)Vessels acquired/agreed to be acquired, with a time charter agreed by the previous owners.
(4)Latest redelivery date.
(5)Gross daily charter rate linked to the Baltic Exchange Supramax Index (“BSI58’’).
(6)Gross daily charter rate linked to the Baltic Exchange Handysize Index (“BHSI38’’).

 

 

 

 

 

 

 

 

17

 

  

Consolidated Statements of Income

 

   Nine-months ended September 30,  Three-months ended September 30,
(Expressed in thousands of U.S. dollars, except share and per share amounts)  2020  2021  2020  2021
   Unaudited
             
REVENUES:                    
Voyage revenue  $341,176   $509,721   $107,903   $216,226 
                     
EXPENSES:                    
Voyage expenses   (6,383)   (7,480)   (2,380)   (4,409)
Voyage expenses – related parties   (4,753)   (7,339)   (1,623)   (3,038)
Vessels' operating expenses   (84,999)   (119,316)   (30,241)   (49,716)
General and administrative expenses   (5,301)   (5,960)   (1,543)   (2,251)
Management fees - related parties   (16,023)   (19,939)   (5,502)   (8,153)
General and administrative expenses - non-cash component   (2,416)   (5,523)   (908)   (2,316)
Amortization of dry-docking and special survey costs   (6,765)   (7,564)   (2,228)   (2,717)
Depreciation   (81,618)   (96,010)   (25,881)   (37,284)
Gain / (Loss) on sale / disposal of vessels, net   (65,260)   18,075    (432)   16,669 
Loss on vessels held for sale   (14,359)   -    -    - 
Vessels’ impairment loss   (31,577)   -    -    - 
Foreign exchange gains / (losses)   (203)   147    4    1 
Operating income  $21,519   $258,812   $37,169   $123,012 
                     
OTHER INCOME / (EXPENSES):                    
Interest income  $1,464   $1,554   $377   $65 
Interest and finance costs   (51,452)   (60,793)   (16,085)   (24,245)
Swaps’ breakage cost   (6)   -    (6)   - 
Income from equity method investments   12,201    12,005    3,960    7,054 
Fair value measurement / Change in fair value of equity securities   -    58,144    -    7,050 
Dividend income from investment in equity securities   -    1,833    -    1,833 
Other   468    3,631    160    648 
Loss on derivative instruments   (2,392)   (1,219)   (326)   (207)
Total other income / (expenses)  $(39,717)  $15,155   $(11,920)  $(7,802)
Net Income / (Loss)  $(18,198)  $273,967   $25,249   $115,210 
Earnings allocated to Preferred Stock   (23,315)   (23,302)   (7,854)   (7,854)
Gain on retirement of Preferred Stock   619    -    -    - 
Net Income / (Loss) available to common stockholders  $(40,894)  $250,665   $17,395   $107,356 
                     
                     
Earnings / (Losses) per common share, basic and diluted  $(0.34)  $2.04   $0.14   $0.87 
Weighted average number of shares, basic and diluted   120,319,521    122,845,943    121,094,924    123,299,457 

 

18

 

COSTAMARE INC.

Consolidated Balance Sheets

 

   As of December 31,  As of September 30,
(Expressed in thousands of U.S. dollars)  2020  2021
ASSETS   (Audited)    (Unaudited) 
CURRENT ASSETS:          
Cash and cash equivalents  $143,922   $221,358 
Restricted cash   4,998    8,789 
Accounts receivable   8,249    16,988 
Inventories   10,455    18,476 
Due from related parties   1,623    - 
Fair value of derivatives   460    - 
Insurance claims receivable   883    1,216 
Asset held for sale   12,416    44,931 
Time charter assumed   191    199 
Investment in equity securities   -    61,945 
Prepayments and other   8,853    7,100 
Total current assets  $192,050   $381,002 
FIXED ASSETS, NET:          
Right-of-use assets  $199,098   $193,268 
Vessels and advances, net   2,450,510    3,517,248 
Total fixed assets, net  $2,649,608   $3,710,516 
NON-CURRENT ASSETS:          
Equity method investments  $78,227   $19,018 
Deferred charges, net   27,682    35,430 
Accounts receivable, non-current   3,896    4,876 
Restricted cash   42,976    68,211 
Fair value of derivatives, non-current   -    468 
Time charter assumed, non-current   839    716 
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    3,332 
Total assets  $3,010,516   $4,223,569 
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES:          
Current portion of long-term debt  $147,137   $270,277 
Accounts payable   7,582    12,512 
Due to related parties   432    2,788 
Finance lease liabilities   16,495    16,629 
Accrued liabilities   17,621    25,210 
Unearned revenue   11,893    16,932 
Fair value of derivatives   3,440    8,439 
Other current liabilities   2,374    2,519 
Total current liabilities  $206,974   $355,306 
NON-CURRENT LIABILITIES          
Long-term debt, net of current portion  $1,305,076   $2,149,477 
Finance lease liabilities, net of current portion   116,366    103,882 
Fair value of derivatives, net of current portion   3,653    5,901 
Unearned revenue, net of current portion   29,627    32,797 
Total non-current liabilities  $1,454,722   $2,292,057 
COMMITMENTS AND CONTINGENCIES          
STOCKHOLDERS’ EQUITY:          
Preferred stock  $-   $- 
Common stock   12    12 
Additional paid-in capital   1,366,486    1,381,270 
Retained earnings / (Accumulated deficit)   (9,721)   202,306 
Accumulated other comprehensive loss   (7,957)   (7,382)
Total stockholders’ equity  $1,348,820   $1,576,206 
Total liabilities and stockholders’ equity  $3,010,516   $4,223,569 

 

19

 

 

Financial Summary

 

             
   Nine-month period ended September 30,  Three-month period ended September 30,
(Expressed in thousands of U.S. dollars, except share and per share data)  2020  2021  2020  2021
             
             
Voyage revenue  $341,176   $509,721   $107,903   $216,226 
Accrued charter revenue (1)  $15,942   $3,170   $8,221   $1,024 
Amortization of Time-charter assumed  $144   $(463)  $49   $(118)
Voyage revenue adjusted on a cash basis (2)  $357,262   $512,428   $116,173   $217,132 
                     
Adjusted Net Income available to common stockholders (3)  $91,005   $177,802   $26,740   $81,540 
Weighted Average number of shares    120,319,521    122,845,943    121,094,924    123,299,457 
Adjusted Earnings per share (3)  $0.76   $1.45   $0.22   $0.66 
                     
Net Income / (Loss)  $(18,198)  $273,967   $25,249   $115,210 
Net Income / (Loss) available to common stockholders  $(40,894)  $250,665   $17,395   $107,356 
Weighted Average number of shares   120,319,521    122,845,943    121,094,924    123,299,457 
Earnings / (Losses) per share  $(0.34)  $2.04   $0.14   $0.87 

 

 

(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.

(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. generally accepted accounting principles (“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” 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 and the nine-month periods ended September 30, 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.

 

20

 

 

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

 

  

Nine-month period ended

September 30,

 

Three-month period ended

September 30,

(Expressed in thousands of U.S. dollars, except share and per share data)  2020  2021  2020  2021
       
Net Income / (Loss)  $(18,198)  $273,967   $25,249   $115,210 
Earnings allocated to Preferred Stock   (23,315)   (23,302)   (7,854)   (7,854)
Gain on retirement of Preferred Stock   619    -    -    - 
Net Income / (Loss) available to common stockholders   (40,894)   250,665    17,395    107,356 
Accrued charter revenue   15,942    3,170    8,221    1,024 
General and administrative expenses - non-cash component   2,416    5,523    908    2,316 
Amortization of Time charter assumed   144    (463)   49    (118)
Realized (gain) / loss on Euro/USD forward contracts (1)   (488)   26    (410)   200 
Vessels’ impairment loss   31,577    -    -    - 
(Gain) / loss on sale / disposal of vessels, net   65,260    (18,075)   432    (16,669)
Non-recurring, non-cash write-off of loan deferred financing costs   478    363    -    - 
Loss on vessels held for sale   14,359    -    -    - 
Gain on sale / disposal of vessel by a jointly owned company with York included in equity gain on investments   -    (5,726)   -    (5,726)
Swap’s breakage costs   6    -    6    - 
Loss on derivative instruments, excluding interest accrued and realized on non-hedging derivative instruments   2,205    1,219    139    207 
Fair value measurement / Change in fair value of equity securities   -    (58,144)   -    (7,050)
Other non-recurring, non-cash items   -    (756)   -    - 
Adjusted Net Income available to common stockholders  $91,005   $177,802   $26,740   $81,540 
Adjusted Earnings per Share  $0.76   $1.45   $0.22   $0.66 
Weighted average number of shares   120,319,521    122,845,943    121,094,924    123,299,457 

 

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 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, fair value measurement of equity securities / change in fair value 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.

 

21