| | COSTAMARE INC. |
||||
| | By: |
| | /s/ Gregory Zikos |
|
| | Name: |
| | Gregory Zikos |
|
| | Title: |
| | Chief Financial Officer |
1. |
To elect one Class I Director, who will hold office until the annual meeting of stockholders in 2026 and until his successor has been duly elected and qualified; |
2. |
To ratify the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A., as our independent auditors; and |
3. |
To transact such other business as may properly come before the 2023 Annual Meeting of Stockholders and any adjournments or postponements thereof. |
| | Sincerely, |
|
| | ||
| | Konstantinos Konstantakopoulos |
|
| | Chairman and Chief Executive Officer |
1. |
To elect one Class I Director, who will hold office until the annual meeting of stockholders in 2026 and until his successor has been duly elected and qualified; |
2. |
To ratify the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A., as our independent auditors; and |
3. |
To transact such other business as may properly come before the 2023 Annual Meeting of Stockholders and any adjournments or postponements thereof. |
August 9, 2023 |
| | By Order of the Board of Directors |
| | ||
| |
Anastassios Gabrielides
General Counsel and Secretary
Monaco
|
Name |
| | Age |
| | Positions |
| | Class |
| |
Term
Expires
|
| |
Director
Since
|
Konstantinos Zacharatos |
| | 50 |
| | Director |
| | I |
| | 2026 |
| | 2008 |
Name |
| | Age |
| | Positions |
| | Class |
| |
Term
Expires
|
| |
Director
Since
|
Gregory Zikos |
| | 54 |
| | Chief Financial Officer and Director |
| | II |
| | 2024 |
| | 2010 |
Vagn Lehd Møller(1)(2) |
| | 76 |
| | Director |
| | II |
| | 2024 |
| | 2010 |
Konstantinos Konstantakopoulos(1) |
| | 53 |
| | Chief Executive Officer, Chairman of the Board and Director |
| | III |
| | 2025 |
| | 2008 |
Charlotte Stratos(1)(2) |
| | 68 |
| | Director |
| | III |
| | 2025 |
| | 2010 |
(1) |
Member of corporate governance, nominating and compensation committee. |
(2) |
Member of audit committee. |
• |
the appointment, compensation, retention and oversight of independent auditors and approving any non-audit services performed by such auditors; |
• |
assisting the Board in monitoring the integrity of our financial statements, the independent auditors’ qualifications and independence, the performance of the independent accountants and our internal audit function and our compliance with legal and regulatory requirements; |
• |
annually reviewing an independent auditors’ report describing the auditing firm’s internal quality-control procedures, and any material issues raised by the most recent internal quality control review, or peer review, of the auditing firm; |
• |
discussing the annual audited financial and quarterly statements with management and the independent auditors; |
• |
discussing earnings press releases, as well as financial information and earnings guidance, provided to analysts and rating agencies; |
• |
discussing policies with respect to risk assessment and risk management; |
• |
meeting separately, and periodically, with management, internal auditors and the independent auditors; |
• |
reviewing with the independent auditors any audit problems or difficulties and management’s responses; |
• |
setting clear hiring policies for employees or former employees of the independent auditors; |
• |
annually reviewing the adequacy of the audit committee’s written charter, the scope of the annual internal audit plan and the results of internal audits; |
• |
establishing procedures for the consideration of all related-party transactions, including matters involving potential conflicts of interest or potential usurpations of corporate opportunities; |
• |
reporting regularly to the full board of directors; and |
• |
handling such other matters that are specifically delegated to the audit committee by the Board from time to time. |
• |
nominating candidates, consistent with criteria approved by the full Board, for the approval of the full Board to fill board vacancies as and when they arise, as well as putting in place plans for succession, in particular, of the chairman of the board of directors and executive officers; |
• |
selecting, or recommending that the full Board select, the director nominees for the next annual meeting of stockholders; |
• |
developing and recommending to the full Board corporate governance guidelines applicable to the Company and keeping such guidelines under review; |
• |
monitoring employment of the Company’s executives and employees; and |
• |
handling such other matters that are specifically delegated to the corporate governance, nominating and compensation committee by the Board from time to time. |
| | By Order of the Board of Directors |
|
| | ||
| | Anastassios Gabrielides |
|
| | General Counsel and Secretary |
|
August 9, 2023 |
| | |
Monaco |
| |
☐
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2022
|
☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Title of Each Class
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| |
Trading Symbol(s)
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| |
Name of Each Exchange on Which Registered
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Common Stock, $0.0001 par value per share
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CMRE
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New York Stock Exchange
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Preferred stock purchase rights
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New York Stock Exchange
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Series B Preferred Shares, $0.0001 par value per share
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CMRE.PRB
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| |
New York Stock Exchange
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Series C Preferred Shares, $0.0001 par value per share
|
| |
CMRE.PRC
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| |
New York Stock Exchange
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Series D Preferred Shares, $0.0001 par value per share
|
| |
CMRE.PRD
|
| |
New York Stock Exchange
|
Series E Preferred Stock, $0.0001 par value per share
|
| |
CMRE.PRE
|
| |
New York Stock Exchange
|
Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐
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Emerging growth company ☐
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•
|
“Costamare”, the “Company”, “we”, “our”, “us” or similar terms when used in a historical context refer to Costamare Inc., or any
one or more of its subsidiaries or their predecessors, or to such entities collectively, except that when such terms are used in this annual report in reference to the common stock, the 7.625% Series B Cumulative Redeemable Perpetual
Preferred Stock (the “Series B Preferred Stock”), the 8.50% Series C Cumulative Redeemable Perpetual Preferred Stock (the “Series C Preferred Stock”), the 8.75% Series D Cumulative Redeemable Perpetual Preferred Stock (the “Series D
Preferred Stock”) or the 8.875% Series E Cumulative Redeemable Perpetual Preferred Stock (the “Series E Preferred Stock” and, together with the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock, the
“Preferred Stock”), they refer specifically to Costamare Inc.;
|
•
|
currency amounts in this annual report are in U.S. dollars; and
|
•
|
all data regarding our fleet and the terms of our charters is as of March 21, 2023.
|
•
|
general market conditions and shipping industry trends, including charter rates, vessel values and the future supply of, and
demand for, ocean-going containership and dry bulk shipping services;
|
•
|
our continued ability to enter into time charters with existing and new customers, and to re-charter on favorable terms our
vessels upon the expiry of existing charters;
|
•
|
our future financial condition and liquidity, including our ability to make required payments under our credit facilities, and
comply with our loan covenants;
|
•
|
our ability to finance our capital expenditures, acquisitions and other corporate activities;
|
•
|
risks related to our dry bulk operating platform, including uncertainty related to the introduction of a new line of business
for the Company, the fact that the chartering-in and chartering-out of dry bulk vessels is inherently more volatile than traditional vessel ownership and risks associated with derivative instruments such as forward freight agreements
and bunker hedging;
|
•
|
risks related to our leasing business, including uncertainty related to the introduction of a new line of business for the
Company, as well as exposure to new financial, counterparty and legal risks;
|
•
|
our cooperation with our joint venture partners and any expected benefits and risks, including risks associated with the
Company’s expansion into new lines of business in connection with any joint venture entities, arising from such joint venture arrangements;
|
•
|
the effects of a possible worldwide economic slowdown;
|
•
|
disruption of world trade due to rising protectionism or the breakdown of multilateral trade agreements;
|
•
|
environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities;
|
•
|
business disruptions and economic uncertainty resulting from the continued outbreak of the COVID-19 virus (and variants that may
emerge), including possible delays due to quarantine of vessels and crew caused by COVID-19 infection;
|
•
|
business disruptions due to natural disasters or other disasters outside our control;
|
•
|
fluctuations in interest rates and currencies, including the value of the U.S. dollar relative to other currencies, and the
impact of the discontinuation of remaining London Interbank Offered Rate tenors for US Dollars, or “LIBOR,” after June 30, 2023 on any of our debt referencing LIBOR in the interest rate;
|
•
|
technological advancements in the design, construction and operations of containerships and dry bulk vessels and opportunities
for the profitable operations of our vessels;
|
•
|
the financial health of our customers, our lenders and other counterparties, and their ability to perform their obligations;
|
•
|
potential disruption of shipping routes due to accidents, political events, sanctions, piracy or acts by terrorists and armed
conflicts;
|
•
|
future, pending or recent acquisitions of vessels or other assets, the recent commencement of operations of our dry bulk
platform, our business strategy, areas of possible expansion and expected capital spending or operating expenses, including the recent investment in a leasing business;
|
•
|
expectations relating to dividend payments and our ability to make such payments;
|
•
|
the availability of existing secondhand vessels or newbuild vessels to purchase, the time that it may take to construct and take
delivery of new vessels or the useful lives of our vessels;
|
•
|
the availability of key employees and crew, the length and number of off-hire days, dry-docking requirements, fuel and insurance
costs;
|
•
|
our anticipated general and administrative expenses, including our fees and expenses payable under our management and services
agreements, as may be amended from time to time;
|
•
|
our ability to leverage to our advantage our managers’ relationships and reputation within the international shipping industry;
|
•
|
our ability to maintain long-term relationships with major liner companies;
|
•
|
expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards,
as well as requirements imposed by classification societies and standards demanded by our charterers;
|
•
|
any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a
possible cybersecurity breach;
|
•
|
risks inherent in vessel operation, including perils of the sea, terrorism, piracy and discharge of pollutants;
|
•
|
potential liability from current or future litigation;
|
•
|
our business strategy and other plans and objectives for future operations; and
|
•
|
other factors discussed in “Item 3. Key Information—D. Risk Factors” of this annual report.
|
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|
OFFER STATISTICS AND EXPECTED TIMETABLE
|
KEY INFORMATION
|
•
|
Our profitability will be dependent on the level of charter rates in the international shipping industry, which depends on
macroeconomic factors outside our control;
|
•
|
The market value of our vessels can fluctuate substantially over time, and if these values are low at a time when we are
attempting to dispose of a vessel, we could incur a loss;
|
•
|
The international dry bulk industry is highly competitive, and we may be unable to compete successfully for charters with
established companies or new entrants that may have greater resources and access to capital;
|
•
|
The operation of dry bulk vessels has certain unique operational risks which could affect our earnings and cash flow;
|
•
|
Our operating results are subject to seasonal fluctuations;
|
•
|
We may be adversely impacted by disruptions in the global financial markets due to terrorist attacks, regional armed conflict,
or geopolitical risk; and
|
•
|
Decreases in the level of China’s export of goods and import of raw materials could have a material adverse impact on our
charterers’ business, which could adversely impact our operations.
|
•
|
Delay in, or cancelation of, the delivery of any secondhand vessels we may agree to acquire, or any future newbuild vessel
orders, could adversely affect our earnings;
|
•
|
Our revenues are heavily dependent on our charterers and other counterparties fulfilling their obligations under agreements with
us;
|
•
|
We may have difficulty properly managing our growth through acquisitions of new or secondhand vessels and we may not realize
expected benefits from these acquisitions;
|
•
|
Our managers may be unable to attract and retain qualified, skilled crews on our behalf necessary to operate our business or may
pay rising crew and other vessel operating costs;
|
•
|
Fuel price fluctuations may have an adverse effect on our cash flows, liquidity and our ability to pay dividends to our
stockholders;
|
•
|
We must make substantial capital expenditures to maintain the operating capacity of our fleet, and these amounts may increase as
our fleet ages;
|
•
|
We are subject to regulation and liability under environmental and operational safety laws that could require significant
expenditures;
|
•
|
The recently established dry bulk operating platform exposes us to new operational, counterparty and legal risks which could
affect our earnings and cash flow;
|
•
|
Declines in the value of our derivative instruments, such as forward freight agreements, could have an adverse effect on our
future performance, results of operations, cash flows and financial position;
|
•
|
The derivative contracts we have entered into to hedge our exposure to fluctuations in interest rates, foreign currencies,
bunker prices and freight rates can result in reductions in our stockholders’ equity as well as reductions in our income;
|
•
|
Our recent investment in the leasing business exposes us to new financial, counterparty and legal risks which could adversely
affect our business, financial position, results of operations and cash flow;
|
•
|
Our business depends upon certain members of our senior management who may not necessarily continue to work for us;
|
•
|
Our chairman and chief executive officer has affiliations with our managers and others that could create conflicts of interest
between us and our managers or other entities in which he has an interest;
|
•
|
Our managers are privately held companies and there is little or no publicly available information about them; and
|
•
|
Being active in multiple lines of business, including managing multiple fleets, requires management to allocate significant
attention and resources, and failure to successfully or efficiently manage each line of business may harm our business and operating results.
|
•
|
The price of our securities may be volatile and future sales of our equity securities could cause the market price of our
securities to decline;
|
•
|
Investors may view our having multiple lines of business, including ownership of multiple fleets, negatively, which may decrease
the trading price of our securities;
|
•
|
Holders of Preferred Stock have extremely limited voting rights; and
|
•
|
Members of the Konstantakopoulos family are our principal existing stockholders and will effectively be able to control the
outcome of matters on which our stockholders are entitled to vote; their interests may be different from yours.
|
•
|
supply of and demand for energy resources, commodities, semi-finished and finished consumer and industrial products;
|
•
|
changes in the exploration or production of energy resources, commodities, semi-finished and finished consumer and industrial
products;
|
•
|
the location of regional and global exploration, production and manufacturing facilities;
|
•
|
the location of consuming regions for energy resources, commodities, semi-finished and finished consumer and industrial
products;
|
•
|
the globalization of production and manufacturing;
|
•
|
global and regional economic and political conditions, including armed conflicts, terrorist activities, sanctions, embargoes,
strikes, tariffs and “trade wars”;
|
•
|
economic slowdowns caused by public health events such as the continued COVID-19 outbreak;
|
•
|
natural disasters and other disruptions in international trade;
|
•
|
disruptions and developments in international trade;
|
•
|
changes in seaborne and other transportation patterns, including the distance cargo products are transported by sea, competition
with other modes of cargo transportation and trade patterns;
|
•
|
environmental and other regulatory developments;
|
•
|
currency exchange rates; and
|
•
|
weather.
|
•
|
the availability of financing;
|
•
|
the price of steel and other raw materials;
|
•
|
the number of newbuilding orders and deliveries, including slippage in deliveries;
|
•
|
the cost of newbuildings and the time it takes to construct a newbuild;
|
•
|
the number of shipyards and ability of shipyards to deliver vessels;
|
•
|
port and canal congestion;
|
•
|
scrap prices and the time it takes to scrap a vessel;
|
•
|
speed of vessel operation;
|
•
|
costs of bunkers and other operating costs;
|
•
|
vessel casualties;
|
•
|
the efficiency and age profile of the existing containership and dry bulk fleet in the market;
|
•
|
the number of vessels that are out of service, namely those that are laid-up, dry-docked, awaiting repairs or otherwise not
available for hire;
|
•
|
the economics of slow steaming;
|
•
|
government and industry regulation of maritime transportation practices, particularly environmental protection laws and
regulations; and
|
•
|
sanctions (in particular, sanctions on Iran, Russia and Venezuela, amongst others).
|
•
|
marine disaster;
|
•
|
piracy;
|
•
|
environmental accidents;
|
•
|
grounding, fire, explosions and collisions;
|
•
|
cargo and property loss or damage;
|
•
|
business interruptions caused by mechanical failure, human error, war, terrorism, disease and quarantine, political action in
various countries or adverse weather conditions; and
|
•
|
work stoppages or other labor problems with crew members serving on our vessels, some of whom are unionized and covered by
collective bargaining agreements.
|
•
|
prevailing economic conditions in the markets in which our vessels operate;
|
•
|
reduced demand for containerships or dry bulk vessels, including as a result of a substantial or extended decline in world
trade;
|
•
|
increases in the supply of vessel capacity;
|
•
|
changes in prevailing charter hire rates;
|
•
|
the physical condition, size, age and technical specification of the ships;
|
•
|
the costs of building new vessels;
|
•
|
changes in technology which can render older vessels obsolete;
|
•
|
the relative environmental efficiency of the vessel, as compared to others in the markets in which our vessels operate;
|
•
|
whether the vessel is equipped with an exhaust gas scrubber or not; and
|
•
|
the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes
in applicable environmental or other regulations or standards, customer requirements or otherwise.
|
•
|
quality or engineering problems;
|
•
|
breach of contract by, or disputes with, our counterparties;
|
•
|
changes in governmental regulations or maritime self-regulatory organization standards;
|
•
|
work stoppages or other labor disturbances at the shipyard;
|
•
|
bankruptcy of or other financial crisis involving the shipyard or other seller;
|
•
|
a backlog of orders at the shipyard;
|
•
|
sanctions imposed on the seller, the shipyard, or the vessel;
|
•
|
political, social or economic disturbances;
|
•
|
weather interference or a catastrophic event, such as a major earthquake or fire, or other accident;
|
•
|
disruptions due to the outbreak of COVID-19;
|
•
|
requests for changes to the original vessel specifications;
|
•
|
shortages of or delays in the receipt of necessary construction materials, such as steel;
|
•
|
an inability to obtain requisite permits or approvals;
|
•
|
financial instability of the lenders under our committed credit facilities, resulting in potential delay or inability to draw
down on such facilities; and
|
•
|
financial instability of the charterers under our agreed time charters for the newbuild vessels, resulting in potential delay or
inability to charter the newbuild vessels.
|
•
|
the operations of the shipyards that build any newbuild vessels we may order;
|
•
|
the availability of employment for our vessels;
|
•
|
locating and identifying suitable secondhand vessels;
|
•
|
obtaining newbuild or secondhand contracts at acceptable prices;
|
•
|
obtaining required financing on acceptable terms;
|
•
|
consummating vessel acquisitions;
|
•
|
enlarging our customer base;
|
•
|
hiring additional shore-based employees and seafarers;
|
•
|
continuing to meet technical and safety performance standards; and
|
•
|
managing joint ventures or significant acquisitions and integrating the new ships into our fleet.
|
•
|
fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements;
|
•
|
be unable (through our managers) to hire, train or retain qualified shore-based and seafaring personnel to manage and operate
our growing business and fleet;
|
•
|
decrease our liquidity by using a significant portion of available cash or borrowing capacity to finance acquisitions;
|
•
|
significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions;
|
•
|
incur or assume unanticipated liabilities, losses or costs associated with any vessels or businesses acquired; or
|
•
|
incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring
charges.
|
•
|
global and regional economic and political conditions;
|
•
|
supply and demand for energy resources, commodities, semi-finished and finished consumer and industrial products;
|
•
|
developments in international trade;
|
•
|
changes in seaborne and other transportation patterns, including changes in the distances that cargoes are transported;
|
•
|
environmental concerns and regulations;
|
•
|
weather;
|
•
|
the number of newbuilding deliveries;
|
•
|
the improved fuel efficiency of newer vessels; and
|
•
|
the recycling rate of older vessels.
|
•
|
pay dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends;
|
•
|
purchase or otherwise acquire for value any shares of our subsidiaries’ capital;
|
•
|
make or repay loans or advances, other than repayment of the credit facilities;
|
•
|
make investments in or provide guarantees to other persons;
|
•
|
sell or transfer significant assets, including any vessel or vessels mortgaged under the credit facilities, to any person,
including Costamare Inc. and our subsidiaries;
|
•
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create liens on assets; or
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•
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allow the Konstantakopoulos family’s direct or indirect holding in Costamare Inc. to fall below 30% of the total issued and
outstanding share capital.
|
•
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the ratio of our total liabilities (after deducting all cash and cash equivalents) to market value adjusted total assets (after
deducting all cash and cash equivalents) may not exceed 0.75:1;
|
•
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the ratio of EBITDA over net interest expense must be equal to or higher than 2.5:1, however such covenant should not be
considered breached unless the Company’s liquidity is less than 5% of the total debt or market value adjusted net worth is less than $600 million;
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•
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the aggregate amount of all cash and cash equivalents may not be less than the greater of (i) $30 million or (ii) 3% of the
total debt; and
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•
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the market value adjusted net worth must at all times exceed $500 million.
|
•
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our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other
purposes may be impaired or such financing may not be available on favorable terms;
|
•
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we may need to use a substantial portion of our cash from operations to make principal and interest payments on our debt,
thereby reducing the funds that would otherwise be available for operations, future business opportunities and dividends to our stockholders;
|
•
|
our debt level could make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our
business or the economy generally; and
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•
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our debt level may limit our flexibility in responding to changing business and economic conditions.
|
•
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renew existing charters upon their expiration;
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•
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obtain new charters;
|
•
|
successfully enter into sale and purchase transactions and interact with shipyards;
|
•
|
obtain financing and other contractual arrangements with third parties on commercially acceptable terms (therefore potentially
increasing operating expenditure for the fleet);
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•
|
maintain satisfactory relationships with our charterers and suppliers;
|
•
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operate our fleet efficiently; or
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•
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successfully execute our business strategies.
|
•
|
actual or anticipated fluctuations in quarterly and annual results;
|
•
|
fluctuations in the seaborne transportation industry, including fluctuations in the containership and dry bulk markets;
|
•
|
our payment of dividends;
|
•
|
mergers and strategic alliances in the shipping industry;
|
•
|
changes in governmental regulations or maritime self-regulatory organization standards;
|
•
|
shortfalls in our operating results from levels forecasted by securities analysts;
|
•
|
announcements concerning us or our competitors;
|
•
|
general economic conditions;
|
•
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terrorist acts;
|
•
|
future sales of our stock or other securities;
|
•
|
investors’ perceptions of us and the international shipping industry;
|
•
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the general state of the securities markets; and
|
•
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other developments affecting us, our industry or our competitors.
|
•
|
our existing stockholders’ proportionate ownership interest in us will decrease;
|
•
|
the dividend amount payable per share on our securities may be lower;
|
•
|
the relative voting strength of each previously outstanding share may be diminished; and
|
•
|
the market price of our securities may decline.
|
•
|
the charter hire payments we obtain from our charters as well as our ability to charter or re-charter our vessels and the
charter rates obtained;
|
•
|
the due performance by our charterers of their obligations;
|
•
|
our fleet expansion strategy and associated uses of our cash and our financing requirements;
|
•
|
delays in the delivery of newbuild vessels and the beginning of payments under charters relating to those vessels;
|
•
|
the level of our operating costs, such as the costs of crews, vessel maintenance, lubricants and insurance;
|
•
|
the number of unscheduled off-hire days for our fleet and the timing of, and number of days required for, scheduled dry-docking
of our vessels;
|
•
|
disruptions related to the ongoing COVID-19 or future pandemics;
|
•
|
prevailing global and regional economic and political conditions;
|
•
|
changes in interest rates;
|
•
|
currency exchange rate fluctuations;
|
•
|
dry bulk freight rates and bunker prices;
|
•
|
the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business;
|
•
|
the requirements imposed by classification societies;
|
•
|
the level of capital expenditures we make, including for maintaining or replacing vessels and complying with regulations;
|
•
|
the level of capital requirements of our dry bulk operating platform and our leasing business;
|
•
|
our debt service requirements, including fluctuations in interest rates, and restrictions on distributions contained in our debt
instruments;
|
•
|
fluctuations in our working capital needs;
|
•
|
our ability to make, and the level of, working capital borrowings;
|
•
|
changes in the basis of taxation of our activities in various jurisdictions;
|
•
|
modification or revocation of our dividend policy by our board of directors;
|
•
|
the ability of our subsidiaries to pay dividends and make distributions to us;
|
•
|
the dividend policy adopted by Costamare Ventures and the Joint Venture entities (each as defined in “Item 4. Information on the
Company—Business Overview—Our Fleet—Framework Deed”); and
|
•
|
the amount of any cash reserves established by our board of directors.
|
•
|
authorize our board of directors to issue “blank check” preferred stock without stockholder approval;
|
•
|
provide for a classified board of directors with staggered, three-year terms;
|
•
|
prohibit cumulative voting in the election of directors;
|
•
|
authorize the removal of directors only for cause and only upon the affirmative vote of the holders of a majority of the
outstanding stock entitled to vote for those directors;
|
•
|
prohibit stockholder action by written consent unless the written consent is signed by all stockholders entitled to vote on the
action; and
|
•
|
establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can
be acted on by stockholders at stockholder meetings.
|
INFORMATION ON THE COMPANY
|
|
| |
Vessel Name
|
| |
Charterer
|
| |
Year
Built
|
| |
Capacity
(TEU)
|
| |
Current Daily
Charter Rate(1)
(U.S. dollars)
|
| |
Expiration of
Charter(2)
|
1
|
| |
TRITON
|
| |
Evergreen
|
| |
2016
|
| |
14,424
|
| |
(*)
|
| |
March 2026
|
2
|
| |
TITAN(ii)
|
| |
Evergreen
|
| |
2016
|
| |
14,424
|
| |
(*)
|
| |
April 2026
|
3
|
| |
TALOS(ii)
|
| |
Evergreen
|
| |
2016
|
| |
14,424
|
| |
(*)
|
| |
July 2026
|
4
|
| |
TAURUS(ii)
|
| |
Evergreen
|
| |
2016
|
| |
14,424
|
| |
(*)
|
| |
August 2026
|
5
|
| |
THESEUS(ii)
|
| |
Evergreen
|
| |
2016
|
| |
14,424
|
| |
(*)
|
| |
August 2026
|
6
|
| |
YM TRIUMPH(ii)
|
| |
Yang Ming
|
| |
2020
|
| |
12,690
|
| |
(*)
|
| |
May 2030
|
7
|
| |
YM TRUTH(ii)
|
| |
Yang Ming
|
| |
2020
|
| |
12,690
|
| |
(*)
|
| |
May 2030
|
8
|
| |
YM TOTALITY(ii)
|
| |
Yang Ming
|
| |
2020
|
| |
12,690
|
| |
(*)
|
| |
July 2030
|
9
|
| |
YM TARGET(ii)
|
| |
Yang Ming
|
| |
2021
|
| |
12,690
|
| |
(*)
|
| |
November 2030
|
10
|
| |
YM TIPTOP(ii)
|
| |
Yang Ming
|
| |
2021
|
| |
12,690
|
| |
(*)
|
| |
March 2031
|
11
|
| |
CAPE AKRITAS
|
| |
MSC
|
| |
2016
|
| |
11,010
|
| |
33,000
|
| |
August 2031
|
12
|
| |
CAPE TAINARO
|
| |
MSC
|
| |
2017
|
| |
11,010
|
| |
33,000
|
| |
April 2031
|
13
|
| |
CAPE KORTIA
|
| |
MSC
|
| |
2017
|
| |
11,010
|
| |
33,000
|
| |
August 2031
|
14
|
| |
CAPE SOUNIO
|
| |
MSC
|
| |
2017
|
| |
11,010
|
| |
33,000
|
| |
April 2031
|
15
|
| |
CAPE ARTEMISIO
|
| |
Hapag Lloyd/(*)
|
| |
2017
|
| |
11,010
|
| |
36,650/(*)
|
| |
March 2030(3)
|
|
| |
Vessel Name
|
| |
Charterer
|
| |
Year
Built
|
| |
Capacity
(TEU)
|
| |
Current Daily
Charter Rate(1)
(U.S. dollars)
|
| |
Expiration of
Charter(2)
|
16
|
| |
ZIM SHANGHAI (ex. COSCO GUANGZHOU)
|
| |
ZIM
|
| |
2006
|
| |
9,469
|
| |
72,700
|
| |
July 2025
|
17
|
| |
ZIM YANTIAN (ex. COSCO NINGBO)
|
| |
ZIM
|
| |
2006
|
| |
9,469
|
| |
72,700
|
| |
June 2025
|
18
|
| |
YANTIAN
|
| |
COSCO
|
| |
2006
|
| |
9,469
|
| |
39,600
|
| |
February 2024
|
19
|
| |
COSCO HELLAS
|
| |
COSCO
|
| |
2006
|
| |
9,469
|
| |
39,600
|
| |
February 2024
|
20
|
| |
BEIJING
|
| |
COSCO
|
| |
2006
|
| |
9,469
|
| |
39,600
|
| |
March 2024
|
21
|
| |
MSC AZOV
|
| |
MSC
|
| |
2014
|
| |
9,403
|
| |
46,300
|
| |
December 2026(4)
|
22
|
| |
MSC AMALFI
|
| |
MSC
|
| |
2014
|
| |
9,403
|
| |
46,300
|
| |
March 2027(5)
|
23
|
| |
MSC AJACCIO
|
| |
MSC
|
| |
2014
|
| |
9,403
|
| |
46,300
|
| |
February 2027(6)
|
24
|
| |
MSC ATHENS
|
| |
MSC
|
| |
2013
|
| |
8,827
|
| |
35,300
|
| |
January 2026
|
25
|
| |
MSC ATHOS
|
| |
MSC
|
| |
2013
|
| |
8,827
|
| |
35,300
|
| |
February 2026
|
26
|
| |
VALOR
|
| |
Hapag Lloyd/(*)
|
| |
2013
|
| |
8,827
|
| |
32,400/(*)
|
| |
April 2030(7)
|
27
|
| |
VALUE
|
| |
Hapag Lloyd/(*)
|
| |
2013
|
| |
8,827
|
| |
32,400/(*)
|
| |
April 2030(8)
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
28
|
| |
VALIANT
|
| |
Hapag Lloyd/(*)
|
| |
2013
|
| |
8,827
|
| |
32,400/(*)
|
| |
June 2030(9)
|
29
|
| |
VALENCE
|
| |
Hapag Lloyd/(*)
|
| |
2013
|
| |
8,827
|
| |
32,400/(*)
|
| |
July 2030(10)
|
30
|
| |
VANTAGE
|
| |
Hapag Lloyd/(*)
|
| |
2013
|
| |
8,827
|
| |
32,400/(*)
|
| |
September 2030(11)
|
31
|
| |
NAVARINO
|
| |
MSC/(*)
|
| |
2010
|
| |
8,531
|
| |
31,000/(*)
|
| |
March 2029(12)
|
32
|
| |
MAERSK KLEVEN
|
| |
Maersk/MSC
|
| |
1996
|
| |
8,044
|
| |
25,000/41,500
|
| |
June 2026(13)
|
33
|
| |
MAERSK KOTKA
|
| |
Maersk/MSC
|
| |
1996
|
| |
8,044
|
| |
25,000/41,500
|
| |
June 2026(13)
|
34
|
| |
MAERSK KOWLOON
|
| |
Maersk
|
| |
2005
|
| |
7,471
|
| |
18,500
|
| |
August 2025
|
35
|
| |
KURE
|
| |
COSCO/MSC
|
| |
1996
|
| |
7,403
|
| |
31,000/41,500
|
| |
May 2026(14)
|
36
|
| |
METHONI
|
| |
Maersk
|
| |
2003
|
| |
6,724
|
| |
46,500
|
| |
August 2026
|
37
|
| |
PORTO CHELI
|
| |
Maersk
|
| |
2001
|
| |
6,712
|
| |
30,075
|
| |
June 2026
|
38
|
| |
ZIM TAMPA
|
| |
ZIM
|
| |
2000
|
| |
6,648
|
| |
45,000
|
| |
July 2025
|
39
|
| |
ZIM VIETNAM (ex. MAERSK KOLKATA)
|
| |
ZIM
|
| |
2003
|
| |
6,644
|
| |
53,000
|
| |
October 2025
|
40
|
| |
ZIM AMERICA (ex. MAERSK KINGSTON)
|
| |
ZIM
|
| |
2003
|
| |
6,644
|
| |
53,000
|
| |
October 2025
|
41
|
| |
ARIES
|
| |
(*)
|
| |
2004
|
| |
6,492
|
| |
58,500
|
| |
March 2026
|
42
|
| |
ARGUS
|
| |
(*)/ /(*)
|
| |
2004
|
| |
6,492
|
| |
(*)/58,500
|
| |
April 2026(15)
|
43
|
| |
PORTO KAGIO
|
| |
Maersk
|
| |
2002
|
| |
5,908
|
| |
28,822
|
| |
June 2026
|
44
|
| |
GLEN CANYON
|
| |
ZIM
|
| |
2006
|
| |
5,642
|
| |
62,500
|
| |
June 2025
|
45
|
| |
PORTO GERMENO
|
| |
Maersk
|
| |
2002
|
| |
5,570
|
| |
28,822
|
| |
June 2026
|
46
|
| |
LEONIDIO
|
| |
Maersk
|
| |
2014
|
| |
4,957
|
| |
14,200
|
| |
December 2024(16)
|
47
|
| |
KYPARISSIA
|
| |
Maersk
|
| |
2014
|
| |
4,957
|
| |
14,200
|
| |
November 2024(16)
|
48
|
| |
MEGALOPOLIS
|
| |
Maersk
|
| |
2013
|
| |
4,957
|
| |
13,500
|
| |
July 2025(17)
|
49
|
| |
MARATHOPOLIS
|
| |
Maersk
|
| |
2013
|
| |
4,957
|
| |
13,500
|
| |
July 2025(17)
|
50
|
| |
OAKLAND
|
| |
CMA CGM
|
| |
2000
|
| |
4,890
|
| |
21,000
|
| |
May 2023
|
51
|
| |
GIALOVA
|
| |
ZIM
|
| |
2009
|
| |
4,578
|
| |
25,500
|
| |
April 2024
|
52
|
| |
DYROS
|
| |
Maersk
|
| |
2008
|
| |
4,578
|
| |
22,750
|
| |
January 2024
|
53
|
| |
NORFOLK
|
| |
Maersk
|
| |
2009
|
| |
4,259
|
| |
30,000
|
| |
May 2023
|
54
|
| |
VULPECULA
|
| |
OOCL/ZIM
|
| |
2010
|
| |
4,258
|
| |
22,700/43,250 (on average)
|
| |
April 2028(18)
|
55
|
| |
VOLANS
|
| |
ZIM
|
| |
2010
|
| |
4,258
|
| |
24,250
|
| |
April 2024
|
56
|
| |
VIRGO
|
| |
Maersk
|
| |
2009
|
| |
4,258
|
| |
30,200
|
| |
February 2024
|
57
|
| |
VELA
|
| |
OOCL/ZIM
|
| |
2009
|
| |
4,258
|
| |
22,700/43,250 (on average)
|
| |
April 2028(19)
|
|
| |
Vessel Name
|
| |
Charterer
|
| |
Year
Built
|
| |
Capacity
(TEU)
|
| |
Current Daily
Charter Rate(1)
(U.S. dollars)
|
| |
Expiration of
Charter(2)
|
58
|
| |
ANDROUSA
|
| |
Maersk
|
| |
2010
|
| |
4,256
|
| |
22,750
|
| |
May 2023
|
59
|
| |
NEOKASTRO
|
| |
CMA CGM
|
| |
2011
|
| |
4,178
|
| |
39,000
|
| |
February 2027
|
60
|
| |
ULSAN
|
| |
Maersk
|
| |
2002
|
| |
4,132
|
| |
34,730
|
| |
January 2026
|
61
|
| |
POLAR ARGENTINA(i)(ii)
|
| |
Maersk
|
| |
2018
|
| |
3,800
|
| |
19,700
|
| |
October 2024(20)
|
62
|
| |
POLAR BRASIL(i)(ii)
|
| |
Maersk
|
| |
2018
|
| |
3,800
|
| |
19,700
|
| |
January 2025(20)
|
63
|
| |
LAKONIA
|
| |
COSCO
|
| |
2004
|
| |
2,586
|
| |
26,500
|
| |
March 2025
|
64
|
| |
SCORPIUS
|
| |
Hapag Lloyd
|
| |
2007
|
| |
2,572
|
| |
17,750
|
| |
June 2023
|
65
|
| |
ETOILE
|
| |
(*)/(*)
|
| |
2005
|
| |
2,556
|
| |
(*)/(*)
|
| |
April 2026(21)
|
66
|
| |
AREOPOLIS
|
| |
COSCO
|
| |
2000
|
| |
2,474
|
| |
26,500
|
| |
April 2025
|
67
|
| |
MONEMVASIA(i)
|
| |
CMA CGM
|
| |
1998
|
| |
2,472
|
| |
17,300
|
| |
May 2023
|
68
|
| |
ARKADIA(i)
|
| |
Swire Shipping
|
| |
2001
|
| |
1,550
|
| |
14,250
|
| |
February 2024(22)
|
69
|
| |
MICHIGAN
|
| |
MSC/(*)
|
| |
2008
|
| |
1,300
|
| |
18,700/(*)
|
| |
October 2025(23)
|
70
|
| |
TRADER
|
| |
(*)/(*)
|
| |
2008
|
| |
1,300
|
| |
(*)/(*)
|
| |
October 2026(24)
|
71
|
| |
LUEBECK
|
| |
MSC/(*)
|
| |
2001
|
| |
1,078
|
| |
15,000/(*)
|
| |
April 2026(25)
|
(1)
|
Daily charter rates are gross, unless stated otherwise. Amounts set out for current daily charter rate are the amounts contained
in the charter contracts.
|
(2)
|
Charter terms and expiration dates are based on the earliest date charters (unless otherwise noted) could expire.
|
(3)
|
Cape Artemisio is currently chartered to Hapag Lloyd
at a daily rate of $36,650 until March 12, 2025 at the earliest. Upon redelivery of the vessel from Hapag Lloyd the vessel will commence a new charter with a
leading liner company for a period of 60 to 64 months at an undisclosed rate.
|
(4)
|
This charter rate will be earned by MSC Azov until December 2, 2023. From the
aforementioned date until the expiry of the charter, the daily rate will be $35,300.
|
(5)
|
This charter rate will be earned by MSC Amalfi until March 16, 2024. From the
aforementioned date until the expiry of the charter, the daily rate will be $35,300.
|
(6)
|
This charter rate will be earned by MSC Ajaccio until February 1, 2024. From the
aforementioned date until the expiry of the charter, the daily rate will be $35,300.
|
(7)
|
Valor is currently chartered to Hapag Lloyd at
a daily rate of $32,400 until April 3, 2025 at the earliest. Upon redelivery of the vessel from Hapag Lloyd the vessel will commence a new charter with a leading liner company for a period of 60
to 64 months at an undisclosed rate.
|
(8)
|
Value is currently chartered to Hapag Lloyd at
a daily rate of $32,400 until April 25, 2025 at the earliest. Upon redelivery of the vessel from Hapag Lloyd the vessel will commence a new charter with a
leading liner company for a period of 60 to 64 months at an undisclosed rate.
|
(9)
|
Valiant is currently chartered to Hapag Lloyd
at a daily rate of $32,400 until June 5, 2025 at the earliest. Upon redelivery of the vessel from Hapag Lloyd the vessel will commence a new charter with a leading liner company for a period of
60 to 64 months at an undisclosed rate.
|
(10)
|
Valence is currently chartered to Hapag Lloyd
at a daily rate of $32,400 until July 3, 2025 at the earliest. Upon redelivery of the vessel from Hapag Lloyd the vessel will commence a new charter with a leading liner company for a period of
60 to 64 months at an undisclosed rate.
|
(11)
|
Vantage is currently chartered to Hapag Lloyd
at a daily rate of $32,400 until September 8, 2025 at the earliest. Upon redelivery of the vessel from Hapag Lloyd the vessel will commence a new charter with a leading liner company for a
period of 60 to 64 months at an undisclosed rate.
|
(12)
|
Navarino is currently chartered to MSC at a
daily rate of $31,000 until March 1, 2025 at the earliest. Upon redelivery of the vessel from MSC the vessel will commence a new charter with a leading
liner company for a period of 48 to 52 months at an undisclosed rate.
|
(13)
|
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.
|
(14)
|
Upon redelivery of Kure from COSCO between
May 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.
|
(15)
|
Vessel’s daily charter rate will be $58,500 from April 2023. Until then the vessel is chartered at an undisclosed rate.
|
(16)
|
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.
|
(17)
|
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.
|
(18)
|
Vulpecula is currently chartered to OOCL at a
daily rate of $22,700. Upon redelivery of the vessel from OOCL in April 2023 (earliest estimated redelivery date per charterparty terms) the vessel will commence a new charter with ZIM for a period of 60 to 64 months at a daily rate of $43,250, on average. The daily rate is $99,000 for the first 12 month period beginning February 2023, $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)
|
Vela is currently chartered to OOCL at a daily
rate of $22,700. Upon redelivery of the vessel from OOCL in April 2023 (charterers have tendered redelivery notice) the vessel will commence a new charter with ZIM
for a period of 60 to 64 months at a daily rate of $43,250, on average. The daily rate will be $99,000 for the first 12 month period beginning January 2023, $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.
|
(20)
|
Charterer has the option to extend the current time charter for three additional one-year periods at a daily rate of $21,000.
|
(21)
|
Etoile is currently chartered at an undisclosed rate until April 2023 at the earliest.
Upon redelivery of the vessel from its current charterer the vessel will commence a new charter with a leading liner company for a period of 36 to 39 months at an undisclosed rate.
|
(22)
|
This charter rate will be earned by Arkadia from May 5, 2023. Until then the daily rate
will be $21,500.
|
(23)
|
Michigan is currently chartered to MSC at a
daily rate of $18,700 until October 2023 at the earliest. Upon redelivery of the vessel from MSC the vessel will commence a new charter with a leading liner company for a period of 24 to 26
months at an undisclosed rate.
|
(24)
|
Trader is currently chartered at an undisclosed rate until October 1, 2024 at the
earliest. Upon redelivery of the vessel from its current charterer the vessel will commence a new charter with a leading liner company for a period of 24 to 26 months at an undisclosed rate.
|
(25)
|
Luebeck is currently chartered to MSC at a
daily rate of $15,000 until April 2024 at the earliest. Upon redelivery of the vessel from MSC the vessel will commence a new charter with a leading liner company for a period of 24 to 26 months
at an undisclosed rate.
|
(i)
|
Denotes vessels acquired pursuant to the Framework Deed. The Company holds an equity interest of 49% in each of the vessel-owning
companies.
|
(ii)
|
Denotes vessels subject to a sale and leaseback transaction.
|
(*)
|
Denotes charterer’s identity and/or current daily charter rates and/or charter expiration dates, which are treated as
confidential.
|
|
| |
Vessel Name
|
| |
Year Built
|
| |
Capacity
(DWT)
|
1
|
| |
AEOLIAN
|
| |
2012
|
| |
83,478
|
2
|
| |
GRENETA
|
| |
2010
|
| |
82,166
|
3
|
| |
HYDRUS
|
| |
2011
|
| |
81,601
|
4
|
| |
PHOENIX
|
| |
2012
|
| |
81,569
|
5
|
| |
BUILDER
|
| |
2012
|
| |
81,541
|
6
|
| |
FARMER
|
| |
2012
|
| |
81,541
|
7
|
| |
SAUVAN
|
| |
2010
|
| |
79,700
|
8
|
| |
ROSE
|
| |
2008
|
| |
76,619
|
9
|
| |
MERCHIA
|
| |
2015
|
| |
63,800
|
10
|
| |
SEABIRD
|
| |
2016
|
| |
63,553
|
11
|
| |
DAWN
|
| |
2018
|
| |
63,530
|
12
|
| |
ORION
|
| |
2015
|
| |
63,473
|
13
|
| |
DAMON
|
| |
2012
|
| |
63,227
|
14
|
| |
TITAN I
|
| |
2009
|
| |
58,090
|
15
|
| |
ERACLE
|
| |
2012
|
| |
58,018
|
16
|
| |
PYTHIAS
|
| |
2010
|
| |
58,018
|
17
|
| |
NORMA
|
| |
2010
|
| |
58,018
|
18
|
| |
ORACLE
|
| |
2009
|
| |
57,970
|
19
|
| |
CURACAO
|
| |
2011
|
| |
57,937
|
20
|
| |
URUGUAY
|
| |
2011
|
| |
57,937
|
21
|
| |
ATHENA
|
| |
2012
|
| |
57,809
|
22
|
| |
SERENA
|
| |
2010
|
| |
57,266
|
23
|
| |
LIBRA
|
| |
2010
|
| |
56,729
|
24
|
| |
PEGASUS
|
| |
2011
|
| |
56,726
|
|
| |
Vessel Name
|
| |
Year Built
|
| |
Capacity
(DWT)
|
25
|
| |
MERIDA
|
| |
2012
|
| |
56,670
|
26
|
| |
CLARA
|
| |
2008
|
| |
56,557
|
27
|
| |
PEACE
|
| |
2006
|
| |
55,709
|
28
|
| |
PRIDE
|
| |
2006
|
| |
55,705
|
29
|
| |
BERMONDI
|
| |
2009
|
| |
55,469
|
30
|
| |
COMITY
|
| |
2010
|
| |
37,302
|
31
|
| |
VERITY
|
| |
2012
|
| |
37,163
|
32
|
| |
PARITY
|
| |
2012
|
| |
37,152
|
33
|
| |
ACUITY
|
| |
2011
|
| |
37,149
|
34
|
| |
EQUITY
|
| |
2013
|
| |
37,071
|
35
|
| |
DISCOVERY
|
| |
2012
|
| |
37,019
|
36
|
| |
TAIBO (i)
|
| |
2011
|
| |
35,112
|
37
|
| |
BERNIS
|
| |
2011
|
| |
34,627
|
38
|
| |
MANZANILLO
|
| |
2010
|
| |
34,426
|
39
|
| |
ADVENTURE
|
| |
2011
|
| |
33,755
|
40
|
| |
ALLIANCE
|
| |
2012
|
| |
33,751
|
41
|
| |
CETUS
|
| |
2010
|
| |
32,527
|
42
|
| |
PROGRESS
|
| |
2011
|
| |
32,400
|
43
|
| |
MINER (i)
|
| |
2010
|
| |
32,300
|
44
|
| |
KONSTANTINOS
|
| |
2012
|
| |
32,178
|
45
|
| |
RESOURCE
|
| |
2010
|
| |
31,776
|
(i)
|
Denotes vessel that we have agreed to sell.
|
•
|
Costamare Shipping provided commercial and insurance services to all of our containerships and dry bulk vessels, including
vessels acquired pursuant to the Framework Deed, as well as technical, crewing, provisioning, bunkering, sale and purchase and accounting services to 25 of our containerships;
|
•
|
V.Ships Greece provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to 23 of our
containerships, including two Joint Venture vessels, and 27 of our dry bulk vessels;
|
•
|
V.Ships Shanghai provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to 12 of our
containerships including two Joint Venture vessels, and two of our dry bulk vessels;
|
•
|
Vinnen provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to five of our
containerships;
|
•
|
HanseContor provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to six of our
containerships;
|
•
|
BSM provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to 10 of our dry bulk
vessels; and
|
•
|
FML provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to six of our dry bulk
vessels.
|
Dry-docking Schedule(1)
|
|||||||||||||||
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
2026
|
| |
2027
|
Number of Containerships
|
| |
17
|
| |
11
|
| |
14
|
| |
18
|
| |
9
|
Number of Dry Bulk Vessels
|
| |
7
|
| |
5
|
| |
13
|
| |
13
|
| |
15
|
(1)
|
Excludes one dry bulk vessel that we have agreed to sell and two containerships (Maersk Kalamata and Sealand Washington, that
were sold in January and February 2023, respectively) that have been classified as assets held for sale.
|
•
|
natural resource damages and the costs of assessment thereof;
|
•
|
real and personal property damage;
|
•
|
net loss of taxes, royalties, rents, fees and other lost revenues;
|
•
|
lost profits or impairment of earning capacity due to property or natural resource damages; and
|
•
|
net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards, and loss
of subsistence use of natural resources.
|
•
|
on-board installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications;
|
•
|
on-board installation of ship security alert systems;
|
•
|
the development of ship security plans; and
|
•
|
compliance with flag state security certification requirements.
|
UNRESOLVED STAFF COMMENTS
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
2026
|
| |
2027
|
| |
2028
|
| |
2029 - 2032
|
No. of Vessels whose Charters Expire(1)(2)
|
| |
51
|
| |
9
|
| |
12
|
| |
21
|
| |
3
|
| |
2
|
| |
16
|
No. of Containerships whose Charters
Expire
|
| |
6
|
| |
9
|
| |
12
|
| |
21
|
| |
3
|
| |
2
|
| |
16
|
No. of Dry Bulk Vessels whose Charters Expire(1)(2)
|
| |
45
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
TEU of Expiring Containership Charters
|
| |
29,269
|
| |
55,993
|
| |
68,243
|
| |
169,636
|
| |
22,984
|
| |
8,516
|
| |
171,166
|
DWT of Expiring Dry Bulk Vessel Charters
|
| |
2,436,134
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Contracted Days
|
| |
24,601
|
| |
20,870
|
| |
17,730
|
| |
10,617
|
| |
6,733
|
| |
5,928
|
| |
9,796
|
Available Days
|
| |
16,369
|
| |
20,121
|
| |
23,515
|
| |
29,650
|
| |
33,052
|
| |
33,966
|
| |
145,294
|
Contracted/Total Days
|
| |
60.0%
|
| |
50.9%
|
| |
43.0%
|
| |
26.4%
|
| |
16.9%
|
| |
14.9%
|
| |
6.3%
|
Containership Contracted/Total Containership Days (TEU -adjusted)(3)
|
| |
96.8%
|
| |
87.8%
|
| |
79.3%
|
| |
54.2%
|
| |
37.4%
|
| |
35.2%
|
| |
16.0%
|
Dry Bulk Vessel Contracted/Total Dry Bulk Vessel Days (dwt-adjusted)(4)
|
| |
8.1%
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
Includes seven dry bulk vessels with no employment as at December 31, 2022.
|
(2)
|
Total days are calculated on the assumption that the vessels will continue trading until the age of 30 years old for
containerships and 25 years for dry bulk vessels, unless the containership will exceed 30 years of age or the dry bulk vessel will exceed 25 years of age at the expiry of its current time charter, in which case we assume that the vessel
continues trading until that expiry date. Sealand Washington and Maersk Kalamata are classified as held for sale and therefore the available days are
calculated up to February 14, 2023.
|
(3)
|
Contracted Days coverage for containerships adjusted by TEU capacity.
|
(4)
|
Contracted Days coverage for dry bulk vessels adjusted by dwt capacity.
|
•
|
Number of Vessels in Our Fleet. The number of vessels in our fleet is a key factor in
determining the level of our revenues. Aggregate expenses also increase as the size of our fleet increases. Vessel acquisitions and dispositions give rise to gains and losses and other one-time items. Average number of vessels is the
number of vessels that constituted our fleet for the relevant period, as measured by the sum of the ownership days each vessel was part of our fleet during the period divided by the number of calendar days in that period. As of
March 21, 2023, our containership fleet amounted to a total of 71 vessels (including four vessels acquired by Joint Venture entities in which we hold a minority equity interest) and our dry bulk fleet amount to a total of 45 vessels
(including two secondhand vessels that we have agreed to sell).
|
•
|
Charter Rates. The charter rates we obtain for our vessels also drive our revenues.
Charter rates are based primarily on demand and supply of vessel capacity at the time we enter into the charters for our vessels. Demand and supply can fluctuate significantly over time as a result of changing economic conditions
affecting trade flow between ports and the industries which use our shipping services. Vessels operated under
|
•
|
Utilization of Our Fleet. We calculate utilization of our fleet by dividing the number
of days during which our vessels are employed less the aggregate number of days that our vessels are off-hire due to any reason other than due to scheduled repairs or repairs under guarantee,
vessel upgrades or special surveys by the number of days during which our vessels are employed. We use fleet utilization to measure our vessels’ condition and efficiency in servicing our clients whilst employed. Historically, our fleet
has had a limited number of unscheduled off-hire days during the period of employment. In 2020, 2021 and 2022 our fleet utilization for each year was 99.6%, 99.3% and 98.4%, respectively. More specifically, in 2022 our containerships
fleet utilization rate was 99.3% and our dry bulk fleet utilization rate was 96.8%. If the utilization pattern of our fleet changes, our financial results would be affected.
|
•
|
Expenses and Other Costs. Our ability to control our fixed and variable expenses is
critical to our ability to maintain acceptable profit margins. These expenses include commission expenses, crew wages and related costs, the cost of insurance and vessel registry, expenses for repairs and maintenance, the cost of spares
and consumable stores, lubricating oil costs, tonnage taxes, regulatory fees, vessel scrubbers and Ballast Water Treatment System (“BWTS”) maintenance expenses and other miscellaneous expenses. In addition, factors beyond our control,
such as developments relating to market premiums for insurance and the value of the U.S. dollar compared to currencies in which certain of our expenses, primarily crew wages, are paid, can cause our vessel operating expenses to
increase. We proactively manage our foreign currency exposure by entering into Euro/dollar forward contracts in an effort to minimize volatility in Euro denominated expenses.
|
|
| |
Year Ended December 31,
|
||||||||||||
|
| |
2018
|
| |
2019
|
| |
2020
|
| |
2021
|
| |
2022
|
|
| |
(Expressed in thousands of U.S. dollars, except for share and per share data)
|
||||||||||||
STATEMENT OF INCOME
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revenues:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Voyage revenue
|
| |
$380,397
|
| |
$478,109
|
| |
$460,319
|
| |
$793,639
|
| |
$1,113,859
|
Expenses:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Voyage expenses
|
| |
5,847
|
| |
5,291
|
| |
7,372
|
| |
13,311
|
| |
49,069
|
Voyage expenses-related parties
|
| |
3,201
|
| |
5,282
|
| |
6,516
|
| |
11,089
|
| |
15,418
|
Vessels’ operating expenses
|
| |
110,571
|
| |
116,101
|
| |
117,054
|
| |
179,981
|
| |
269,231
|
General and administrative expenses
|
| |
5,408
|
| |
5,551
|
| |
7,360
|
| |
9,405
|
| |
12,440
|
General and administrative expenses-non-cash component
|
| |
3,755
|
| |
3,879
|
| |
3,655
|
| |
7,414
|
| |
7,089
|
Management and agency fees-related parties
|
| |
19,533
|
| |
21,319
|
| |
21,616
|
| |
29,621
|
| |
46,735
|
Amortization of dry-docking and special survey costs
|
| |
7,290
|
| |
8,948
|
| |
9,056
|
| |
10,433
|
| |
13,486
|
Depreciation
|
| |
96,261
|
| |
113,462
|
| |
108,700
|
| |
136,958
|
| |
165,998
|
Amortization of prepaid lease rentals
|
| |
8,150
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(Gain) / loss on sale of vessels, net
|
| |
3,071
|
| |
19,589
|
| |
79,120
|
| |
(45,894)
|
| |
(126,336)
|
Loss on vessel held for sale
|
| |
101
|
| |
2,495
|
| |
7,665
|
| |
—
|
| |
—
|
|
| |
Year Ended December 31,
|
||||||||||||
|
| |
2018
|
| |
2019
|
| |
2020
|
| |
2021
|
| |
2022
|
|
| |
(Expressed in thousands of U.S. dollars, except for share and per share data)
|
||||||||||||
Vessels’ impairment loss
|
| |
—
|
| |
3,042
|
| |
31,577
|
| |
—
|
| |
1,691
|
Foreign exchange (gains) / losses, net
|
| |
51
|
| |
27
|
| |
300
|
| |
(29)
|
| |
(3,208)
|
Operating income
|
| |
$117,158
|
| |
$173,123
|
| |
$60,328
|
| |
$441,350
|
| |
$662,246
|
Other Income / (expenses):
|
| |
|
| |
|
| |
|
| |
|
| |
|
Interest income
|
| |
$3,454
|
| |
$3,349
|
| |
$1,827
|
| |
$1,587
|
| |
$5,956
|
Interest and finance costs
|
| |
(63,992)
|
| |
(89,007)
|
| |
(68,702)
|
| |
(86,047)
|
| |
(122,233)
|
Swaps breakage cost
|
| |
(1,234)
|
| |
(16)
|
| |
(6)
|
| |
—
|
| |
—
|
Equity gain on investments
|
| |
12,051
|
| |
11,369
|
| |
16,195
|
| |
12,859
|
| |
2,296
|
Gain on sale of equity securities
|
| |
—
|
| |
—
|
| |
—
|
| |
60,161
|
| |
—
|
Dividend income from investment in equity securities
|
| |
—
|
| |
—
|
| |
—
|
| |
1,833
|
| |
—
|
Other, net
|
| |
350
|
| |
784
|
| |
1,181
|
| |
4,624
|
| |
3,729
|
Gain / (loss) on derivative instruments, net
|
| |
(548)
|
| |
(603)
|
| |
(1,946)
|
| |
(1,246)
|
| |
2,698
|
Total other expenses
|
| |
$(49,919)
|
| |
$(74,124)
|
| |
$(51,451)
|
| |
$(6,229)
|
| |
$(107,554)
|
Net Income
|
| |
$67,239
|
| |
$98,999
|
| |
$8,877
|
| |
$435,121
|
| |
$554,692
|
Earnings allocated to Preferred Stock
|
| |
$(30,503)
|
| |
$(31,269)
|
| |
$(31,082)
|
| |
$(31,068)
|
| |
(31,068)
|
Gain on retirement of Preferred Stock
|
| |
—
|
| |
—
|
| |
619
|
| |
—
|
| |
—
|
Net loss attributable to the non-controlling interest
|
| |
$—
|
| |
—
|
| |
—
|
| |
—
|
| |
263
|
Net income / (loss) available to Common Stockholders
|
| |
$36,736
|
| |
$67,730
|
| |
$(21,586)
|
| |
$404,053
|
| |
$523,887
|
Earnings / (loss) per common share, basic and diluted
|
| |
$0.33
|
| |
$0.59
|
| |
$(0.18)
|
| |
$3.28
|
| |
$4.26
|
Weighted average number of shares, basic and diluted
|
| |
110,395,134
|
| |
115,747,452
|
| |
120,696,130
|
| |
123,070,730
|
| |
122,964,358
|
OTHER FINANCIAL DATA
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net cash provided by operating activities
|
| |
$140,784
|
| |
$250,391
|
| |
$274,284
|
| |
$466,494
|
| |
$581,593
|
Net cash provided by / (used in) investing activities
|
| |
(112,645)
|
| |
(8,858)
|
| |
(36,397)
|
| |
(787,456)
|
| |
42,488
|
Net cash provided by / (used in) financing activities
|
| |
(80,533)
|
| |
(212,153)
|
| |
(241,862)
|
| |
482,594
|
| |
(166,051)
|
Net increase / (decrease) in cash, cash equivalents and restricted cash
|
| |
(52,394)
|
| |
29,380
|
| |
(3,975)
|
| |
161,632
|
| |
458,030
|
Dividends and distributions paid
|
| |
(49,143)
|
| |
(58,655)
|
| |
(65,470)
|
| |
(71,263)
|
| |
(119,548)
|
BALANCE SHEET DATA (at year end)
|
| |
|
| |
|
| |
|
| |
|
| |
|
Total current assets
|
| |
$170,768
|
| |
$197,244
|
| |
$192,050
|
| |
$426,124
|
| |
$1,014,622
|
Total assets
|
| |
3,050,811
|
| |
3,011,958
|
| |
3,010,516
|
| |
4,407,041
|
| |
4,896,229
|
Total current liabilities
|
| |
224,669
|
| |
266,534
|
| |
206,974
|
| |
370,027
|
| |
423,090
|
Total long-term debt, including current portion
|
| |
1,316,554
|
| |
1,426,162
|
| |
1,465,619
|
| |
2,467,321
|
| |
2,607,534
|
Temporary equity – Redeemable non-controlling interest in subsidiary
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,487
|
Common stock
|
| |
11
|
| |
12
|
| |
12
|
| |
12
|
| |
12
|
Total stockholders’ equity/net assets
|
| |
1,357,124
|
| |
1,410,728
|
| |
1,348,820
|
| |
1,725,899
|
| |
2,156,950
|
|
| |
Average for the Year Ended December 31,
|
||||||||||||
|
| |
2018
|
| |
2019
|
| |
2020
|
| |
2021
|
| |
2022
|
FLEET DATA
|
| |
|
| |
|
| |
|
| |
|
| |
|
Number of vessels
|
| |
55.8
|
| |
60.3
|
| |
60.0
|
| |
83.6
|
| |
116.7
|
TEU capacity (of our containerships)
|
| |
333,989
|
| |
403,930
|
| |
417,980
|
| |
521,389
|
| |
542,264
|
DWT capacity (of our dry bulk vessels)*
|
| |
—
|
| |
—
|
| |
—
|
| |
1,252,917
|
| |
2,442,106
|
*
|
Average DWT capacity for the year ended December 31, 2021 was calculated based on 201 days (the period from June 14, 2021 to
December 31, 2021), given that we did not own any dry bulk vessels prior to June 14, 2021.
|
(Expressed in millions of U.S. dollars,
except percentages)
|
| |
Year ended December 31,
|
| |
Change
|
| |
Percentage
Change
|
|||
|
2021
|
| |
2022
|
| |||||||
Voyage revenue
|
| |
$793.6
|
| |
$1,113.9
|
| |
$320.3
|
| |
40.4%
|
Voyage expenses
|
| |
(13.3)
|
| |
(49.1)
|
| |
35.8
|
| |
n.m.
|
Voyage expenses – related parties
|
| |
(11.1)
|
| |
(15.4)
|
| |
4.3
|
| |
38.7%
|
Vessels’ operating expenses
|
| |
(180.0)
|
| |
(269.2)
|
| |
89.2
|
| |
49.6%
|
General and administrative expenses
|
| |
(9.4)
|
| |
(12.4)
|
| |
3.0
|
| |
31.9%
|
Management and agency fees – related parties
|
| |
(29.6)
|
| |
(46.7)
|
| |
17.1
|
| |
57.8%
|
General and administrative expenses – non-cash component
|
| |
(7.4)
|
| |
(7.1)
|
| |
(0.3)
|
| |
(4.1%)
|
Amortization of dry-docking and special survey costs
|
| |
(10.4)
|
| |
(13.5)
|
| |
3.1
|
| |
29.8%
|
Depreciation
|
| |
(137.0)
|
| |
(166.0)
|
| |
29.0
|
| |
21.2%
|
Gain on sale of vessels, net
|
| |
45.9
|
| |
126.3
|
| |
80.4
|
| |
175.2%
|
Vessels’ impairment loss
|
| |
—
|
| |
(1.7)
|
| |
1.7
|
| |
n.m.
|
Foreign exchange gains
|
| |
0.1
|
| |
3.2
|
| |
3.1
|
| |
n.m.
|
Interest income
|
| |
1.6
|
| |
5.9
|
| |
4.3
|
| |
n.m.
|
Interest and finance costs
|
| |
(86.1)
|
| |
(122.2)
|
| |
36.1
|
| |
41.9%
|
Gain on sale of equity securities
|
| |
60.2
|
| |
—
|
| |
(60.2)
|
| |
n.m.
|
Income from equity method investments
|
| |
12.8
|
| |
2.3
|
| |
(10.5)
|
| |
(82.0%)
|
Dividend income from investment in equity securities
|
| |
1.8
|
| |
—
|
| |
(1.8)
|
| |
n.m.
|
Other
|
| |
4.6
|
| |
3.7
|
| |
(0.9)
|
| |
(19.6%)
|
Gain / (loss) on derivative instruments
|
| |
(1.2)
|
| |
2.7
|
| |
3.9
|
| |
n.m.
|
Net Income
|
| |
$435.1
|
| |
$554.7
|
| |
|
| |
|
|
| |
Year ended December 31,
|
| |
Change
|
| |
Percentage
Change
|
|||
|
| |
2021
|
| |
2022
|
| |||||
Average number of vessels
|
| |
83.6
|
| |
116.7
|
| |
33.1
|
| |
39.6%
|
Ownership days
|
| |
30,525
|
| |
42,595
|
| |
12,070
|
| |
39.5%
|
Number of vessels under dry-docking and special survey
|
| |
15
|
| |
23
|
| |
8
|
| |
|
Year ended December 31, 2021
|
||||||||||||
(Expressed in millions of U.S. dollars)
|
| |
Container vessels
|
| |
Dry bulk
vessels (1)
|
| |
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 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
|
Year ended December 31, 2022
|
||||||||||||||||||
(Expressed in millions of U.S. dollars)
|
| |
Container
vessels
|
| |
Dry bulk
vessels
|
| |
CBI
|
| |
Other
|
| |
Eliminations
|
| |
Total
|
Voyage revenue
|
| |
$797.4
|
| |
$316.1
|
| |
$0.4
|
| |
$—
|
| |
$—
|
| |
$1,113.9
|
Intersegment voyage revenue
|
| |
—
|
| |
0.8
|
| |
—
|
| |
—
|
| |
(0.8)
|
| |
—
|
Voyage expenses
|
| |
(11.4)
|
| |
(37.6)
|
| |
(0.1)
|
| |
—
|
| |
—
|
| |
(49.1)
|
Intersegment voyage expenses
|
| |
—
|
| |
—
|
| |
(0.8)
|
| |
—
|
| |
0.8
|
| |
—
|
Voyage expenses – related parties
|
| |
(11.4)
|
| |
(4.0)
|
| |
—
|
| |
—
|
| |
—
|
| |
(15.4)
|
Vessels’ operating expenses
|
| |
(169.4)
|
| |
(99.8)
|
| |
—
|
| |
—
|
| |
—
|
| |
(269.2)
|
General and administrative expenses
|
| |
(7.7)
|
| |
(4.4)
|
| |
(0.3)
|
| |
—
|
| |
—
|
| |
(12.4)
|
Management and agency fees– related parties
|
| |
(27.0)
|
| |
(16.9)
|
| |
(2.8)
|
| |
—
|
| |
—
|
| |
(46.7)
|
General and administrative expenses - non-cash component
|
| |
(4.4)
|
| |
(2.7)
|
| |
—
|
| |
—
|
| |
—
|
| |
(7.1)
|
Amortization of dry-docking and special survey costs
|
| |
(11.8)
|
| |
(1.7)
|
| |
—
|
| |
—
|
| |
—
|
| |
(13.5)
|
Depreciation
|
| |
(126.3)
|
| |
(39.7)
|
| |
—
|
| |
—
|
| |
—
|
| |
(166.0)
|
Gain on sale of vessels, net
|
| |
122.8
|
| |
3.5
|
| |
—
|
| |
—
|
| |
—
|
| |
126.3
|
Vessels’ impairment loss
|
| |
—
|
| |
(1.7)
|
| |
—
|
| |
—
|
| |
—
|
| |
(1.7)
|
Foreign exchange gains
|
| |
2.2
|
| |
1.0
|
| |
—
|
| |
—
|
| |
—
|
| |
3.2
|
Interest income
|
| |
3.6
|
| |
2.3
|
| |
—
|
| |
—
|
| |
—
|
| |
5.9
|
Interest and finance costs
|
| |
(101.9)
|
| |
(20.3)
|
| |
—
|
| |
—
|
| |
—
|
| |
(122.2)
|
Year ended December 31, 2022
|
||||||||||||||||||
(Expressed in millions of U.S. dollars)
|
| |
Container
vessels
|
| |
Dry bulk
vessels
|
| |
CBI
|
| |
Other
|
| |
Eliminations
|
| |
Total
|
Income from equity method investments
|
| |
—
|
| |
—
|
| |
—
|
| |
2.3
|
| |
—
|
| |
2.3
|
Other
|
| |
2.3
|
| |
1.4
|
| |
—
|
| |
—
|
| |
—
|
| |
3.7
|
Gain on derivative instruments
|
| |
1.5
|
| |
1.1
|
| |
0.1
|
| |
—
|
| |
—
|
| |
2.7
|
Net Income / (loss)
|
| |
$458.5
|
| |
$97.4
|
| |
$(3.5)
|
| |
$2.3
|
| |
$—
|
| |
$554.7
|
(1)
|
The results of dry bulk vessels are included from June 14, 2021. Prior to that, our results were
attributable to container vessels only.
|
|
| |
Year ended December 31,
|
| |
Change
|
| |
Percentage
Change
|
|||
(Expressed in millions of U.S. dollars,
except percentages)
|
| |
2021
|
| |
2022
|
| |||||
Voyage revenue
|
| |
$793.6
|
| |
$1,113.9
|
| |
$320.3
|
| |
40.4%
|
Accrued charter revenue(2)
|
| |
(11.3)
|
| |
(2.6)
|
| |
8.7
|
| |
77.0%
|
Amortization of Time charter assumed
|
| |
(0.4)
|
| |
0.2
|
| |
0.6
|
| |
n.m.
|
Voyage revenue adjusted on a cash basis (3)
|
| |
$781.9
|
| |
$1,111.5
|
| |
$329.6
|
| |
42.2%
|
(2)
|
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.
|
(3)
|
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. 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 table in “Item 4. Information On the Company—Business Overview—Our Fleet, Acquisitions and Vessels Under Construction”.
|
|
| |
Year ended December 31,
|
| |
Change
|
| |
Percentage
Change
|
|||
|
| |
2020
|
| |
2021
|
| |||||
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%
|
|
| |
Year ended December 31,
|
| |
Change
|
| |
Percentage
Change
|
|||
|
| |
2020
|
| |
2021
|
| |||||
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,
|
| |
Change
|
| |
Percentage
Change
|
|||
|
| |
2020
|
| |
2021
|
| |||||
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
|
| |
|
Year ended December 31, 2021
|
||||||||||||
(Expressed in millions of U.S. dollars)
|
| |
Container
vessels
|
| |
Dry bulk
vessels(1)
|
| |
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 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.
|
|
| |
Year ended December 31,
|
| |
Change
|
| |
Percentage
Change
|
|||
|
| |
2020
|
| |
2021
|
| |||||
|
| |
(Expressed in millions of U.S. dollars, except percentages)
|
|||||||||
Voyage revenue
|
| |
$460.3
|
| |
$793.6
|
| |
$333.3
|
| |
72.4%
|
Accrued charter revenue(1)
|
| |
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%
|
(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.
|
(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. 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 table
in “Item 4. Information On The Company—Business Overview—Our Fleet, Acquisitions and Vessels Under Construction”.
|
|
| |
Year ended December 31,
|
||||||
|
| |
2020
|
| |
2021
|
| |
2022
|
|
| |
(Expressed in millions of U.S. dollars)
|
||||||
Condensed cash flows
|
| |
|
| |
|
| |
|
Net Cash Provided by Operating Activities
|
| |
$274.3
|
| |
$466.5
|
| |
$581.6
|
Net Cash Provided by / (Used in) Investing Activities
|
| |
(36.4)
|
| |
(787.5)
|
| |
42.5
|
Net Cash Provided by / (Used in) Financing Activities
|
| |
(241.9)
|
| |
482.6
|
| |
(166.1)
|
Credit Facilities and Other Financing Arrangements
|
| |
Outstanding
Principal
Amount
|
| |
Interest Rate(1)
|
| |
Maturity
|
| |
Repayment profile
|
|
| |
(Expressed in thousands of U.S. dollars)
|
| |
|
| |
|
| |
|
Bank Debt
|
| |
|
| |
|
| |
|
| |
|
Tatum et al
|
| |
34,400
|
| |
LIBOR + Margin(2)
|
| |
2025
|
| |
Straight-line amortization with balloon
|
Adele Shipping
|
| |
48,500
|
| |
LIBOR + Margin(2)
|
| |
2026
|
| |
Straight-line amortization with balloon
|
Cadence et al
|
| |
82,800
|
| |
LIBOR + Margin(2)
|
| |
2027
|
| |
Variable amortization with balloon
|
Sander et al
|
| |
85,000
|
| |
SOFR + Margin(2)
|
| |
2030
|
| |
Straight-line amortization with balloon
|
Raymond et al
|
| |
112,430
|
| |
LIBOR + Margin(2)
|
| |
2025
|
| |
Straight-line amortization with balloon
|
Caravokyra et al
|
| |
6,928
|
| |
LIBOR + Margin(2)
|
| |
2025
|
| |
Straight-line amortization with balloon
|
Capetanissa et al
|
| |
15,671
|
| |
LIBOR + Margin(2)
|
| |
2025
|
| |
Straight-line amortization with balloon
|
Berg
|
| |
10,540
|
| |
LIBOR/SOFR + Margin(2)
|
| |
2026
|
| |
Straight-line amortization with balloon
|
Verandi et al
|
| |
43,500
|
| |
SOFR + Margin(2)
|
| |
2026
|
| |
Variable amortization
|
Evantone et al
|
| |
17,750
|
| |
LIBOR + Margin(2)
|
| |
2026
|
| |
Straight-line amortization with balloon
|
Ainsley et al
|
| |
131,250
|
| |
LIBOR + Margin(2)
|
| |
2031
|
| |
Straight-line amortization with balloon
|
Hyde et al
|
| |
127,212
|
| |
Fixed Rate / SOFR + Margin(2)
|
| |
2029
|
| |
Straight-line amortization with balloon
|
Kemp
|
| |
64,300
|
| |
LIBOR + Margin(2)
|
| |
2029
|
| |
Variable amortization with balloon
|
Achilleas et al 2
|
| |
66,974
|
| |
LIBOR + Margin(2)
|
| |
2026
|
| |
Straight-line amortization with balloon
|
Novara et al
|
| |
65,043
|
| |
LIBOR + Margin(2)
|
| |
2025-2026
|
| |
Variable amortization with balloon
|
Dry Bulk (Facility 1)
|
| |
24,387
|
| |
LIBOR + Margin(2)
|
| |
2026
|
| |
Variable installments with balloon
|
Dry Bulk (Facility 3)
|
| |
49,095
|
| |
LIBOR + Margin(2)
|
| |
2026
|
| |
Variable amortization with balloon
|
Dry Bulk (Facility 4)
|
| |
67,882
|
| |
LIBOR + Margin(2)
|
| |
2026-2027
|
| |
Variable amortization with balloon
|
Dry Bulk (Facility 6)
|
| |
47,884
|
| |
LIBOR + Margin(2)
|
| |
2027
|
| |
Straight-line amortization with balloon
|
Dry Bulk (Facility 7)
|
| |
52,361
|
| |
LIBOR + Margin(2)
|
| |
2027-2028
|
| |
Variable amortization with balloon
|
Bails et al 2
|
| |
62,500
|
| |
LIBOR + Margin(2)
|
| |
2026
|
| |
Variable amortization with balloon
|
Dry Bulk (Facility 8)
|
| |
82,885
|
| |
SOFR + Margin(2)
|
| |
2028
|
| |
Variable amortization with balloon
|
Dry Bulk (Facility 9)
|
| |
33,700
|
| |
SOFR + Margin(2)
|
| |
2026
|
| |
Variable amortization with balloon
|
Dry Bulk (Facility 10)
|
| |
30,000
|
| |
SOFR + Margin(2)
|
| |
2028
|
| |
Variable amortization with balloon
|
Benedict et al
|
| |
458,952
|
| |
SOFR + Margin(2)
|
| |
2027
|
| |
Variable amortization with balloon
|
Other Financing Arrangements
|
| |
|
| |
|
| |
|
| |
|
Sale and Leaseback (Facility 3)
|
| |
378,848
|
| |
Fixed Rate
|
| |
2030- 2031
|
| |
Bareboat structure-fixed daily charter with balloon
|
Bertrand et al Financing arrangements
|
| |
300,082
|
| |
Fixed Rate
|
| |
2028
|
| |
Variable amortization with balloon
|
Unsecured Bond Loan
|
| |
|
| |
|
| |
|
| |
|
Bond Loan
|
| |
106,660
|
| |
Fixed Rate
|
| |
2026
|
| |
Bullet
|
(1)
|
The interest rates of long-term bank debt at December 31, 2022 ranged from 2.99% to 7.47%, and the weighted average interest rate
as at December 31, 2022 was 4.9%. Such calculations have accounted for fixed rate long-term bank debt and interest rate swaps/caps.
|
(2)
|
The interest rate margin of long-term bank debt at December 31, 2022 ranged from 1.50% to 3.90%, and the weighted average
interest rate margin as at December 31, 2022 was 2.3%.
|
(i)
|
the first tranche is $15.0 million and is repayable in 14 equal quarterly installments of approximately $1.0 million and a
balloon payment of $1.1 million that is payable together with the last installment,
|
(ii)
|
the second tranche is $26.0 million and is repayable in 14 equal quarterly installments of $1.5 million and a balloon payment of
$5.0 million that is payable together with the last installment, and
|
(iii)
|
the third tranche is $26.0 million and is repayable in 14 equal quarterly installments of $1.5 million and a balloon payment of
$5.0 million that is payable together with the last installment.
|
•
|
pay dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends;
|
•
|
purchase or otherwise acquire for value any shares of the subsidiaries’ capital;
|
•
|
make loans or assume financial obligations which are not subordinated to the respective credit facilities;
|
•
|
make investments in other persons;
|
•
|
sell or transfer significant assets, including any vessel or vessels mortgaged under the credit facilities, to any person other
than as per the provisions of the respective credit facilities;
|
•
|
create liens on assets; or
|
•
|
allow the Konstantakopoulos family’s direct or indirect holding in Costamare Inc. to fall below 30% of the total issued share
capital.
|
•
|
the ratio of our total liabilities (after deducting all cash and cash equivalents) to market value adjusted total assets (after
deducting all cash and cash equivalents) may not exceed 0.75:1;
|
•
|
the ratio of EBITDA over net interest expense must be equal to or higher than 2.5:1, however such covenant should not be
considered breached unless the Company’s liquidity is less than 5% of the total debt or market value adjusted net worth is less than $600 million;
|
•
|
the aggregate amount of all cash and cash equivalents may not be less than the greater of (i) $30 million or (ii) 3% of the
total debt; and
|
•
|
the market value adjusted net worth must at all times exceed $500 million.
|
|
| |
December 31, 2021
|
| |
December 31, 2022
|
||||||
|
| |
No. of
Container
Vessels(*)
|
| |
Amount
($ US Million)(**)
|
| |
No. of
Container
Vessels(*)
|
| |
Amount
($ US Million)(**)
|
5-year historical average rate
|
| |
1
|
| |
1.1
|
| |
—
|
| |
—
|
3-year historical average rate
|
| |
1
|
| |
1.1
|
| |
—
|
| |
—
|
1-year historical average rate
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(*)
|
Number of container vessels the carrying value of which would not have been recovered.
|
(**)
|
Aggregate carrying value that would not have been recovered.
|
|
| |
December 31, 2021
|
| |
December 31, 2022
|
||||||
|
| |
No. of
Bulker
Vessels(*)
|
| |
Amount
($ US Million)(**)
|
| |
No. of
Bulker
Vessels(*)
|
| |
Amount
($ US Million)(**)
|
5-year historical average rate
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
3-year historical average rate
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
1-year historical average rate
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(*)
|
Number of bulker vessels the carrying value of which would not have been recovered.
|
(**)
|
Aggregate carrying value that would not have been recovered.
|
|
| |
Vessel
|
| |
Capacity
(TEU)
|
| |
Built
|
| |
Acquisition Date
|
| |
Carrying Value
December 31, 2021
($ US Million)(1) (**)
|
| |
Carrying Value
December 31, 2022
($ US Million)(1)
|
1
|
| |
Triton
|
| |
14,424
|
| |
2016
|
| |
November 2018
|
| |
109.0
|
| |
104.8
|
2
|
| |
Titan
|
| |
14,424
|
| |
2016
|
| |
November 2018
|
| |
109.6
|
| |
105.4
|
3
|
| |
Talos
|
| |
14,424
|
| |
2016
|
| |
November 2018
|
| |
109.8
|
| |
105.7
|
4
|
| |
Taurus
|
| |
14,424
|
| |
2016
|
| |
November 2018
|
| |
108.8
|
| |
106.0
|
5
|
| |
Theseus
|
| |
14,424
|
| |
2016
|
| |
November 2018
|
| |
108.9
|
| |
106.5
|
6
|
| |
YM Triumph
|
| |
12,690
|
| |
2020
|
| |
July 2020
|
| |
90.3
|
| |
87.6
|
7
|
| |
YM Truth
|
| |
12,690
|
| |
2020
|
| |
August 2020
|
| |
90.4
|
| |
87.6
|
8
|
| |
YM Totality
|
| |
12,690
|
| |
2020
|
| |
September 2020
|
| |
90.9
|
| |
88.2
|
9
|
| |
YM Target
|
| |
12,690
|
| |
2021
|
| |
February 2021
|
| |
91.9
|
| |
89.1
|
10
|
| |
YM Tiptop
|
| |
12,690
|
| |
2021
|
| |
May 2021
|
| |
93.2
|
| |
90.4
|
11
|
| |
Cape Akritas
|
| |
11,010
|
| |
2016
|
| |
March 2021
|
| |
79.6
|
| |
76.6
|
12
|
| |
Cape Tainaro
|
| |
11,010
|
| |
2017
|
| |
March 2021
|
| |
79.3
|
| |
78.3
|
13
|
| |
Cape Kortia
|
| |
11,010
|
| |
2017
|
| |
March 2021
|
| |
79.3
|
| |
78.4
|
14
|
| |
Cape Sounio
|
| |
11,010
|
| |
2017
|
| |
March 2021
|
| |
78.8
|
| |
77.6
|
15
|
| |
Cape Artemisio
|
| |
11,010
|
| |
2017
|
| |
March 2021
|
| |
77.6
|
| |
76.2
|
16
|
| |
Cosco Hellas
|
| |
9,469
|
| |
2006
|
| |
July 2006
|
| |
54.6
|
| |
51.4
|
17
|
| |
Zim Shanghai (ex. Cosco Guangzhou)
|
| |
9,469
|
| |
2006
|
| |
February 2006
|
| |
53.0
|
| |
50.0
|
18
|
| |
Beijing
|
| |
9,469
|
| |
2006
|
| |
June 2006
|
| |
53.9
|
| |
50.8
|
19
|
| |
Yantian
|
| |
9,469
|
| |
2006
|
| |
April 2006
|
| |
53.6
|
| |
50.5
|
20
|
| |
Zim Yantian (ex. Cosco Ningbo)
|
| |
9,469
|
| |
2006
|
| |
March 2006
|
| |
53.1
|
| |
50.1
|
21
|
| |
MSC Azov
|
| |
9,403
|
| |
2014
|
| |
January 2014
|
| |
81.3
|
| |
77.8
|
22
|
| |
MSC Ajaccio
|
| |
9,403
|
| |
2014
|
| |
March 2014
|
| |
81.6
|
| |
78.1
|
23
|
| |
MSC Amalfi
|
| |
9,403
|
| |
2014
|
| |
April 2014
|
| |
82.1
|
| |
78.7
|
24
|
| |
MSC Athens
|
| |
8,827
|
| |
2013
|
| |
March 2013
|
| |
78.8
|
| |
75.1
|
25
|
| |
MSC Athos
|
| |
8,827
|
| |
2013
|
| |
April 2013
|
| |
77.9
|
| |
74.4
|
26
|
| |
Valor
|
| |
8,827
|
| |
2013
|
| |
June 2013
|
| |
73.1
|
| |
70.0
|
27
|
| |
Value
|
| |
8,827
|
| |
2013
|
| |
June 2013
|
| |
73.2
|
| |
70.1
|
28
|
| |
Valiant
|
| |
8,827
|
| |
2013
|
| |
August 2013
|
| |
74.0
|
| |
70.9
|
29
|
| |
Valence
|
| |
8,827
|
| |
2013
|
| |
September 2013
|
| |
74.4
|
| |
71.2
|
30
|
| |
Vantage
|
| |
8,827
|
| |
2013
|
| |
November 2013
|
| |
74.5
|
| |
71.4
|
31
|
| |
Navarino*
|
| |
8,531
|
| |
2010
|
| |
May 2010
|
| |
80.7
|
| |
76.7
|
32
|
| |
Maersk Kleven
|
| |
8,044
|
| |
1996
|
| |
September 2018
|
| |
12.9
|
| |
12.2
|
33
|
| |
Maersk Kotka
|
| |
8,044
|
| |
1996
|
| |
September 2018
|
| |
12.7
|
| |
12.0
|
34
|
| |
Maersk Kowloon
|
| |
7,471
|
| |
2005
|
| |
May 2017
|
| |
14.9
|
| |
14.3
|
35
|
| |
Kure
|
| |
7,403
|
| |
1996
|
| |
December 2007
|
| |
11.5
|
| |
12.9
|
36
|
| |
Methoni (ex. MSC Methoni)
|
| |
6,724
|
| |
2003
|
| |
October 2011
|
| |
36.5
|
| |
33.7
|
37
|
| |
Porto Cheli
|
| |
6,712
|
| |
2001
|
| |
June 2021
|
| |
36.5
|
| |
33.6
|
38
|
| |
Sealand Washington(2)
|
| |
6,648
|
| |
2000
|
| |
August 2000
|
| |
24.7
|
| |
—
|
39
|
| |
Zim Tampa (ex. Kobe)
|
| |
6,648
|
| |
2000
|
| |
June 2000
|
| |
23.7
|
| |
21.7
|
40
|
| |
Maersk Kalamata(2)
|
| |
6,644
|
| |
2003
|
| |
June 2003
|
| |
31.0
|
| |
—
|
41
|
| |
Zim America (ex. Maersk Kingston)
|
| |
6,644
|
| |
2003
|
| |
April 2003
|
| |
30.8
|
| |
28.7
|
|
| |
Vessel
|
| |
Capacity
(TEU)
|
| |
Built
|
| |
Acquisition Date
|
| |
Carrying Value
December 31, 2021
($ US Million)(1) (**)
|
| |
Carrying Value
December 31, 2022
($ US Million)(1)
|
42
|
| |
Zim Vietnam (ex. Maersk Kolkata)
|
| |
6,644
|
| |
2003
|
| |
January 2003
|
| |
30.0
|
| |
28.8
|
43
|
| |
Aries
|
| |
6,492
|
| |
2004
|
| |
February 2021
|
| |
10.3
|
| |
12.3
|
44
|
| |
Argus
|
| |
6,492
|
| |
2004
|
| |
March 2021
|
| |
10.3
|
| |
12.1
|
45
|
| |
Porto Germeno
|
| |
5,908
|
| |
2002
|
| |
June 2021
|
| |
34.3
|
| |
33.2
|
46
|
| |
Glen Canyon
|
| |
5,642
|
| |
2006
|
| |
March 2021
|
| |
12.0
|
| |
12.0
|
47
|
| |
Porto Kagio
|
| |
5,570
|
| |
2002
|
| |
June 2021
|
| |
33.7
|
| |
33.9
|
48
|
| |
Leonidio
|
| |
4,957
|
| |
2014
|
| |
May 2017
|
| |
18.1
|
| |
17.4
|
49
|
| |
Kyparissia
|
| |
4,957
|
| |
2014
|
| |
May 2017
|
| |
18.1
|
| |
17.4
|
50
|
| |
Megalopolis
|
| |
4,957
|
| |
2013
|
| |
July 2018
|
| |
22.0
|
| |
21.1
|
51
|
| |
Marathopolis
|
| |
4,957
|
| |
2013
|
| |
July 2018
|
| |
22.1
|
| |
21.2
|
52
|
| |
Oakland *
|
| |
4,890
|
| |
2000
|
| |
October 2000
|
| |
19.7
|
| |
18.0
|
53
|
| |
Gialova
|
| |
4,578
|
| |
2009
|
| |
August 2021
|
| |
20.0
|
| |
19.2
|
54
|
| |
Dyros
|
| |
4,578
|
| |
2008
|
| |
January 2022
|
| |
—
|
| |
19.1
|
55
|
| |
Norfolk *
|
| |
4,259
|
| |
2009
|
| |
May 2021
|
| |
26.5
|
| |
25.3
|
56
|
| |
Vulpecula
|
| |
4,258
|
| |
2010
|
| |
December 2019
|
| |
10.2
|
| |
10.5
|
57
|
| |
Volans
|
| |
4,258
|
| |
2010
|
| |
December 2019
|
| |
10.2
|
| |
10.4
|
58
|
| |
Virgo
|
| |
4,258
|
| |
2009
|
| |
January 2020
|
| |
9.7
|
| |
10.0
|
59
|
| |
Vela
|
| |
4,258
|
| |
2009
|
| |
December 2019
|
| |
10.0
|
| |
9.6
|
60
|
| |
Androusa
|
| |
4,256
|
| |
2010
|
| |
April 2021
|
| |
20.6
|
| |
20.2
|
61
|
| |
Neokastro
|
| |
4,178
|
| |
2011
|
| |
December 2020
|
| |
10.6
|
| |
10.2
|
62
|
| |
Ulsan
|
| |
4,132
|
| |
2002
|
| |
February 2012
|
| |
18.2
|
| |
19.3
|
63
|
| |
Lakonia
|
| |
2,586
|
| |
2004
|
| |
December 2014
|
| |
7.4
|
| |
7.1
|
64
|
| |
Scorpius
|
| |
2,572
|
| |
2007
|
| |
September 2020
|
| |
7.1
|
| |
6.6
|
65
|
| |
Etoile
|
| |
2,556
|
| |
2005
|
| |
November 2017
|
| |
9.4
|
| |
8.9
|
66
|
| |
Areopolis
|
| |
2,474
|
| |
2000
|
| |
May 2014
|
| |
6.7
|
| |
6.3
|
67
|
| |
Michigan
|
| |
1,300
|
| |
2008
|
| |
April 2018
|
| |
5.7
|
| |
5.5
|
68
|
| |
Trader
|
| |
1,300
|
| |
2008
|
| |
April 2018
|
| |
5.7
|
| |
5.6
|
69
|
| |
Luebeck
|
| |
1,078
|
| |
2001
|
| |
August 2012
|
| |
4.8
|
| |
4.4
|
|
| |
|
| |
|
| |
|
| |
TOTAL
|
| |
3,165.8
|
| |
3,020.3
|
(1)
|
For impairment test calculation, Carrying Value includes the unamortized balance of dry-docking cost as at December 31, 2021 and
2022.
|
(2)
|
As of December 31, 2022, the vessel was classified as held for sale.
|
*
|
Indicates container vessels which we believe, as of December 31, 2022, may have had fair values below their carrying values. As
of December 31, 2022, we believe that the aggregate carrying value of these three vessels was $16.5 million more than their market value.
|
**
|
We believe that as of December 31, 2021 all our container vessels had fair values that exceeded their carrying values.
|
|
| |
Vessel
|
| |
Size
(dwt)
|
| |
Built
|
| |
Acquisition Date
|
| |
Carrying Value
December 31, 2021
($ US Million)(1)(**)
|
| |
Carrying Value
December 31, 2022
($ US Million)(1)
|
1
|
| |
Aeolian*
|
| |
83,478
|
| |
2012
|
| |
August, 2021
|
| |
21.0
|
| |
22.2
|
2
|
| |
Greneta
|
| |
82,166
|
| |
2010
|
| |
December, 2021
|
| |
18.9
|
| |
17.9
|
3
|
| |
Hydrus*
|
| |
81,601
|
| |
2011
|
| |
December, 2021
|
| |
18.7
|
| |
17.7
|
4
|
| |
Phoenix*
|
| |
81,569
|
| |
2012
|
| |
December, 2021
|
| |
19.7
|
| |
21.6
|
5
|
| |
Builder*
|
| |
81,541
|
| |
2012
|
| |
June, 2021
|
| |
21.9
|
| |
22.2
|
6
|
| |
Farmer*
|
| |
81,541
|
| |
2012
|
| |
September, 2021
|
| |
21.7
|
| |
20.9
|
7
|
| |
Sauvan
|
| |
79,700
|
| |
2010
|
| |
July, 2021
|
| |
16.2
|
| |
15.3
|
8
|
| |
Rose*
|
| |
76,619
|
| |
2008
|
| |
October, 2021
|
| |
17.8
|
| |
16.5
|
9
|
| |
Merchia
|
| |
63,800
|
| |
2015
|
| |
December, 2021
|
| |
23.7
|
| |
22.6
|
|
| |
Vessel
|
| |
Size
(dwt)
|
| |
Built
|
| |
Acquisition Date
|
| |
Carrying Value
December 31, 2021
($ US Million)(1)(**)
|
| |
Carrying Value
December 31, 2022
($ US Million)(1)
|
10
|
| |
Seabird
|
| |
63,553
|
| |
2016
|
| |
July, 2021
|
| |
22.0
|
| |
20.9
|
11
|
| |
Dawn
|
| |
63,530
|
| |
2018
|
| |
July, 2021
|
| |
23.2
|
| |
22.3
|
12
|
| |
Orion
|
| |
63,473
|
| |
2015
|
| |
November, 2021
|
| |
23.6
|
| |
22.5
|
13
|
| |
Damon*
|
| |
63,227
|
| |
2012
|
| |
December, 2021
|
| |
22.3
|
| |
21.5
|
14
|
| |
Titan I*
|
| |
58,090
|
| |
2009
|
| |
November, 2021
|
| |
16.3
|
| |
15.2
|
15
|
| |
Eracle*
|
| |
58,018
|
| |
2012
|
| |
July, 2021
|
| |
15.3
|
| |
15.7
|
16
|
| |
Pythias*
|
| |
58,018
|
| |
2010
|
| |
December, 2021
|
| |
17.5
|
| |
16.4
|
17
|
| |
Norma*
|
| |
58,018
|
| |
2010
|
| |
March 2022
|
| |
—
|
| |
16.0
|
18
|
| |
Oracle*
|
| |
57,970
|
| |
2009
|
| |
January 2022
|
| |
—
|
| |
15.8
|
19
|
| |
Uruguay
|
| |
57,937
|
| |
2011
|
| |
September, 2021
|
| |
18.2
|
| |
17.1
|
20
|
| |
Curacao
|
| |
57,937
|
| |
2011
|
| |
October, 2021
|
| |
18.3
|
| |
17.2
|
21
|
| |
Athena*
|
| |
57,809
|
| |
2012
|
| |
September, 2021
|
| |
15.4
|
| |
15.7
|
22
|
| |
Thunder(2)
|
| |
57,334
|
| |
2009
|
| |
September, 2021
|
| |
13.9
|
| |
—
|
23
|
| |
Serena*
|
| |
57,266
|
| |
2010
|
| |
August, 2021
|
| |
14.7
|
| |
14.5
|
24
|
| |
Libra*
|
| |
56,729
|
| |
2010
|
| |
January 2022
|
| |
—
|
| |
14.7
|
25
|
| |
Pegasus*
|
| |
56,726
|
| |
2011
|
| |
June, 2021
|
| |
14.4
|
| |
14.3
|
26
|
| |
Merida*
|
| |
56,670
|
| |
2012
|
| |
August, 2021
|
| |
16.4
|
| |
15.6
|
27
|
| |
Clara
|
| |
56,557
|
| |
2008
|
| |
August, 2021
|
| |
14.6
|
| |
13.6
|
28
|
| |
Peace
|
| |
55,709
|
| |
2006
|
| |
July, 2021
|
| |
12.1
|
| |
11.8
|
29
|
| |
Pride
|
| |
55,705
|
| |
2006
|
| |
July, 2021
|
| |
12.1
|
| |
11.1
|
30
|
| |
Bermondi*
|
| |
55,469
|
| |
2009
|
| |
October, 2021
|
| |
16.1
|
| |
15.5
|
31
|
| |
Comity
|
| |
37,302
|
| |
2010
|
| |
August, 2021
|
| |
12.2
|
| |
11.5
|
32
|
| |
Verity*
|
| |
37,163
|
| |
2012
|
| |
July, 2021
|
| |
13.7
|
| |
14.6
|
33
|
| |
Parity*
|
| |
37,152
|
| |
2012
|
| |
September, 2021
|
| |
13.8
|
| |
14.9
|
34
|
| |
Acuity
|
| |
37,149
|
| |
2011
|
| |
July, 2021
|
| |
14.0
|
| |
13.5
|
35
|
| |
Equity
|
| |
37,071
|
| |
2013
|
| |
October, 2021
|
| |
14.9
|
| |
14.4
|
36
|
| |
Discovery
|
| |
37,019
|
| |
2012
|
| |
July, 2021
|
| |
13.9
|
| |
13.3
|
37
|
| |
Taibo
|
| |
35,112
|
| |
2011
|
| |
September, 2021
|
| |
10.2
|
| |
12.4
|
38
|
| |
Bernis
|
| |
34,627
|
| |
2011
|
| |
July, 2021
|
| |
13.3
|
| |
12.6
|
39
|
| |
Manzanillo
|
| |
34,426
|
| |
2010
|
| |
July, 2021
|
| |
11.2
|
| |
10.6
|
40
|
| |
Adventure
|
| |
33,755
|
| |
2011
|
| |
June, 2021
|
| |
10.0
|
| |
9.8
|
41
|
| |
Alliance
|
| |
33,751
|
| |
2012
|
| |
July, 2021
|
| |
10.0
|
| |
11.0
|
42
|
| |
Cetus
|
| |
32,527
|
| |
2010
|
| |
October, 2021
|
| |
12.1
|
| |
11.3
|
43
|
| |
Progress
|
| |
32,400
|
| |
2011
|
| |
August, 2021
|
| |
13.0
|
| |
12.0
|
44
|
| |
Miner*
|
| |
32,300
|
| |
2010
|
| |
August, 2021
|
| |
12.5
|
| |
11.8
|
45
|
| |
Konstantinos
|
| |
32,178
|
| |
2012
|
| |
September, 2021
|
| |
11.8
|
| |
12.5
|
46
|
| |
Resource
|
| |
31,776
|
| |
2010
|
| |
September, 2021
|
| |
12.4
|
| |
11.1
|
|
| |
|
| |
|
| |
|
| |
TOTAL
|
| |
685.0
|
| |
701.6
|
(1)
|
For impairment test calculation, Carrying Value includes the unamortized balance of dry-docking cost as at December 31, 2021 and
2022.
|
(2)
|
Vessel sold in 2022.
|
*
|
Indicates dry bulk vessels which we believe, as of December 31, 2022, may have had fair values below their carrying values. As of
December 31, 2022, we believe that the aggregate carrying value of these 21 vessels was $29.4 million more than their aggregate market value.
|
**
|
We believe that as of December 31, 2021 all our dry-bulk vessels had fair values that exceeded their carrying values.
|
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
Name
|
| |
Age
|
| |
Position
|
Konstantinos Konstantakopoulos
|
| |
53
|
| |
Chief Executive Officer, Chairman of the Board and Class III Director
|
Gregory Zikos
|
| |
54
|
| |
Chief Financial Officer and Class II Director
|
Vagn Lehd Møller
|
| |
76
|
| |
Class II Director
|
Charlotte Stratos
|
| |
68
|
| |
Class III Director
|
Konstantinos Zacharatos
|
| |
50
|
| |
Class I Director
|
Anastassios Gabrielides
|
| |
58
|
| |
General Counsel and Secretary
|
•
|
a Code of Business Conduct and Ethics for all officers and employees, which incorporates a Code of Ethics for directors and a
Code of Conduct for corporate officers;
|
•
|
a Corporate Governance, Nominating and Compensation Committee Charter; and
|
•
|
an Audit Committee Charter.
|
•
|
the appointment, compensation, retention and oversight of independent auditors and approving any non-audit services performed by
such auditors;
|
•
|
assisting the board in monitoring the integrity of our financial statements, the independent auditors’ qualifications and
independence, the performance of the independent accountants and our internal audit function and our compliance with legal and regulatory requirements;
|
•
|
annually reviewing an independent auditors’ report describing the auditing firm’s internal quality-control procedures, and any
material issues raised by the most recent internal quality control review, or peer review, of the auditing firm;
|
•
|
discussing the annual audited financial and quarterly statements with management and the independent auditors;
|
•
|
discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating
agencies;
|
•
|
discussing policies with respect to risk assessment and risk management;
|
•
|
meeting separately, and periodically, with management, internal auditors and the independent auditors;
|
•
|
reviewing with the independent auditors any audit problems or difficulties and management’s responses;
|
•
|
setting clear hiring policies for employees or former employees of the independent auditors;
|
•
|
annually reviewing the adequacy of the audit committee’s written charter, the scope of the annual internal audit plan and the
results of internal audits;
|
•
|
establishing procedures for the consideration of all related-party transactions, including matters involving potential conflicts
of interest or potential usurpations of corporate opportunities;
|
•
|
reporting regularly to the full board of directors; and
|
•
|
handling such other matters that are specifically delegated to the audit committee by the board of directors from time to time.
|
•
|
nominating candidates, consistent with criteria approved by the full board of directors, for the approval of the full board of
directors to fill board vacancies as and when they arise, as well as putting in place plans for succession, in particular, of the chairman of the board of directors and executive officers;
|
•
|
selecting, or recommending that the full board of directors select, the director nominees for the next annual meeting of
stockholders;
|
•
|
developing and recommending to the full board of directors corporate governance guidelines applicable to us and keeping such
guidelines under review;
|
•
|
overseeing the evaluation of the board and management; and
|
•
|
handling such other matters that are specifically delegated to the corporate governance, nominating and compensation committee
by the board of directors from time to time.
|
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
•
|
each person or entity that we know beneficially owns 5% or more of our common stock;
|
•
|
each of our officers and directors; and
|
•
|
all our directors and officers as a group.
|
|
| |
Shares of Common Stock
Beneficially Held
|
|||
Identity of Person or Group
|
| |
Number of
Shares
|
| |
Percentage
|
Officers and Directors
|
| |
|
| |
|
Konstantinos Konstantakopoulos(1)
|
| |
32,268,462
|
| |
26.3%
|
Gregory Zikos(2)
|
| |
*
|
| |
|
Konstantinos Zacharatos(3)
|
| |
*
|
| |
|
Vagn Lehd Møller
|
| |
*
|
| |
|
Charlotte Stratos
|
| |
—
|
| |
|
Anastassios Gabrielides(4)
|
| |
*
|
| |
|
All officers and directors as a group (six persons)
|
| |
32,346,306
|
| |
26.4%
|
5% Beneficial Owners
|
| |
|
| |
|
Achillefs Konstantakopoulos(5)
|
| |
21,862,174
|
| |
17.8%
|
Christos Konstantakopoulos(6)
|
| |
20,551,588
|
| |
16.8%
|
(1)
|
Konstantinos Konstantakopoulos, our chairman and chief executive officer, owns 13,182,873 shares of common stock directly and
18,781,888 shares of common stock indirectly through entities he controls and his immediate family owns 303,701 shares of common stock. He also holds 12,800 shares of Series B Preferred Stock, 24,749 shares of Series C Preferred Stock,
60,153 shares of Series D Preferred Stock and 305,000 shares of Series E Preferred Stock through an entity he controls, 0.6%, 0.6%, 1.5% and 6.7%, respectively, of the issued and outstanding shares of Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, respectively.
|
(2)
|
Gregory Zikos holds less than 1% of our issued and outstanding Series E Preferred Stock.
|
(3)
|
Konstantinos Zacharatos holds less than 1% of our issued and outstanding Series B Preferred Stock, Series C Preferred Stock,
Series D Preferred Stock and Series E Preferred Stock.
|
(4)
|
Anastassios Gabrielides, our General Counsel and Secretary, holds less than 1% of our issued and outstanding Series D Preferred
Stock.
|
(5)
|
Achillefs Konstantakopoulos, the brother of our chairman and chief executive officer, owns 18,438,585 shares of common stock
directly and 2,643,589 shares of common stock indirectly through entities he controls and his immediate family owns 780,000 shares of common stock. He also holds 30,203 shares of Series B Preferred Stock, 80,390 shares of Series C
Preferred Stock and 102,300 shares of Series D Preferred Stock through an entity he controls, or 1.5%, 2.0% and 2.6% of the issued and outstanding shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred
Stock, respectively. His immediate family also holds 31,350 shares of Series B Preferred Stock, or 1.6% of the issued and outstanding shares of Series B Preferred Stock.
|
(6)
|
Christos Konstantakopoulos, the brother of our chairman and chief executive officer, owns 20,551,588 shares of common stock
directly.
|
*
|
Owns less than 1% of our issued and outstanding common stock.
|
•
|
any moneys payable by us under the applicable agreement have not been paid when due or if on demand within 20 business days of
payment having been demanded;
|
•
|
if we materially breach the agreement and we have failed to cure such breach within 20 business days after we are given written
notice from Costamare Shipping or Costamare Services, as applicable; or
|
•
|
there is a change of control of our Company or the vessel-owning subsidiaries, as applicable.
|
•
|
any moneys payable by Costamare Shipping or Costamare Services under or pursuant to the applicable agreement are not paid or
accounted for within 10 business days after receiving written notice from us;
|
•
|
Costamare Shipping or Costamare Services, as applicable materially breaches the agreement and has failed to cure such breach
within 20 business days after receiving written notice from us;
|
•
|
there is a change of control of Costamare Shipping or Costamare Services, as applicable; or
|
•
|
Costamare Shipping or Costamare Services, as applicable, is convicted of, enters a plea of guilty or nolo contendere with respect to, or enters into a plea bargain or settlement admitting guilt for a crime (including fraud), which conviction, plea bargain or settlement is demonstrably and materially injurious to
Costamare, if such crime is not a misdemeanor and such crime has been committed solely and directly by an officer or director of Costamare Shipping or Costamare Services, as applicable, acting within the terms of its employment or
office.
|
•
|
the other party ceases to conduct business, or all or substantially all of the equity interests, properties or assets of the
other party are sold, seized or appropriated which, in the case of seizure or appropriation, is not discharged within 20 business days;
|
•
|
the other party files a petition under any bankruptcy law, makes an assignment for the benefit of its creditors, seeks relief
under any law for the protection of debtors or adopts a plan of liquidation, or if a petition is filed against such party seeking to have it declared insolvent or bankrupt and such petition is not dismissed or stayed within 90 business
days of its filing, or such party admits in writing its insolvency or its inability to pay its debts as they mature, or if an order is made for the appointment of a liquidator, manager, receiver or trustee of such party of all or a
substantial part of its assets, or if an encumbrancer takes possession of or a receiver or trustee is appointed over the whole or any part of such party’s undertaking, property or assets or if an order is made or a resolution is passed
for Costamare Shipping’s, Costamare Services’ or our winding up;
|
•
|
the other party is prevented from performing any obligations under the applicable agreement by any cause whatsoever of any
nature or kind beyond the reasonable control of such party respectively for a period of two consecutive months or more (“Force Majeure”); or
|
•
|
in the case of the Framework Agreement, all supervision agreements and all ship-management agreements are terminated in
accordance with their respective terms.
|
FINANCIAL INFORMATION
|
Payment Date
|
| |
Preferred Series B
amount paid
per share
|
| |
Preferred Series C
amount paid
per share
|
| |
Preferred Series D
amount paid
per share
|
| |
Preferred Series E
amount paid
per share
|
October 15, 2013
|
| |
$0.365400
|
| |
—
|
| |
—
|
| |
—
|
January 15, 2014
|
| |
$0.476563
|
| |
—
|
| |
—
|
| |
—
|
April 15, 2014
|
| |
$0.476563
|
| |
$0.495833
|
| |
—
|
| |
—
|
July 15, 2014
|
| |
$0.476563
|
| |
$0.531250
|
| |
—
|
| |
—
|
October 15, 2014
|
| |
$0.476563
|
| |
$0.531250
|
| |
—
|
| |
—
|
Payment Date
|
| |
Preferred Series B
amount paid
per share
|
| |
Preferred Series C
amount paid
per share
|
| |
Preferred Series D
amount paid
per share
|
| |
Preferred Series E
amount paid
per share
|
January 15, 2015
|
| |
$0.476563
|
| |
$0.531250
|
| |
—
|
| |
—
|
April 15, 2015
|
| |
$0.476563
|
| |
$0.531250
|
| |
—
|
| |
—
|
July 15, 2015
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.376736
|
| |
—
|
October 15, 2015
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
—
|
January 15, 2016
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
—
|
April 15, 2016
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
—
|
July 15, 2016
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
—
|
October 17, 2016
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
—
|
January 17, 2017
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
—
|
April 17, 2017
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
—
|
July 17, 2017
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
—
|
October 16, 2017
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
—
|
January 16, 2018
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
—
|
April 16, 2018
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.462240
|
July 16, 2018
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
October 15, 2018
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
January 15, 2019
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
April 15, 2019
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
July 15, 2019
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
October 15, 2019
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
January 15, 2020
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
April 15, 2020
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
July 15, 2020
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
October 15, 2020
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
January 15, 2021
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
April 15, 2021
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
July 15, 2021
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
October 15, 2021
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
January 18, 2022
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
April 18, 2022
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
July 15, 2022
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
October 17, 2022
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
January 17, 2023
|
| |
$0.476563
|
| |
$0.531250
|
| |
$0.546875
|
| |
$0.554688
|
|
| |
Year Ended December 31,
|
|||||||||||||||
|
| |
2018
|
| |
2019
|
| |
2020
|
| |
2021
|
| |
2022
|
| |
Total
|
|
| |
(Expressed in millions of U.S. dollars)
|
|||||||||||||||
Common Stock dividends paid
|
| |
$20.9
|
| |
$27.4
|
| |
$34.3
|
| |
$40.2
|
| |
$88.4
|
| |
$211.2
|
Common Stock dividends paid in shares under the Dividend Reinvestment Plan
|
| |
23.1
|
| |
18.5
|
| |
13.8
|
| |
12.6
|
| |
30.3
|
| |
98.3
|
Preferred Stock dividends paid
|
| |
28.3
|
| |
31.3
|
| |
31.2
|
| |
31.1
|
| |
31.1
|
| |
153.0
|
Total
|
| |
$72.3
|
| |
$77.2
|
| |
$79.3
|
| |
$83.9
|
| |
$149.8
|
| |
$462.5
|
THE OFFER AND LISTING
|
ADDITIONAL INFORMATION
|
•
|
the designation of the series;
|
•
|
the number of shares of the series;
|
•
|
the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or
restrictions of such series; and
|
•
|
the voting rights, if any, of the holders of the series.
|
•
|
10 days following the first public announcement that a person or group of affiliated or associated persons or an “acquiring
person” has acquired or obtained the right to acquire beneficial ownership of 15% or more of our outstanding common stock; or
|
•
|
10 business days following the start of a tender or exchange offer that would result, if closed, in a person becoming an
“acquiring person”.
|
•
|
our common stock certificates will evidence the rights, and the rights will be transferable only with those certificates; and
|
•
|
any new shares of common stock will be issued with rights, and new certificates will contain a notation incorporating the rights
agreement by reference.
|
•
|
we are acquired in a merger or other business combination transaction; or
|
•
|
50% or more of our assets, cash flows or earning power is sold or transferred.
|
•
|
any person other than our existing stockholder becoming the beneficial owner of common stock with voting power equal to 50% or
more of the total voting power of all shares of common stock entitled to vote in the election of directors; or
|
•
|
the occurrence of a flip-over event.
|
•
|
to cure any ambiguity, omission, defect or inconsistency;
|
•
|
to make changes that do not adversely affect the interests of holders of rights, excluding the interests of any acquiring
person; or
|
•
|
to shorten or lengthen any time period under the rights agreement, except that we cannot change the time period when rights may
be redeemed or lengthen any time period, unless such lengthening protects, enhances or clarifies the benefits of holders of rights other than an acquiring person.
|
(a)
|
Restrictive Covenant Agreement dated November 3, 2010, as amended and restated on July 1, 2021 between Costamare Inc. and
Konstantinos Konstantakopoulos, please see “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Restrictive Covenant Agreements”.
|
(b)
|
Stockholder Rights Agreement dated October 19, 2010, between Costamare Inc. and American Stock Transfer & Trust Company,
LLC, as Rights Agent. For a description of the Stockholder Rights Agreement, please see “Item 10. Additional Information—B. Memorandum and Articles of Association—Stockholder Rights Plan”.
|
(c)
|
Trademark License Agreement dated November 3, 2010 as amended and restated on March 14, 2022 between Costamare Inc. and
Costamare Shipping Company S.A., please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Trademark License Agreement”.
|
(d)
|
Restrictive Covenant Agreement dated July 24, 2012, between Costamare Inc. and Konstantinos Zacharatos, please see “Item 7.
Major Shareholders and Related Party Transactions—B. Related Party Transactions—Restrictive Covenant Agreements”.
|
(e)
|
Framework Deed dated May 15, 2013, as amended and restated on May 18, 2015, between Sparrow Holdings, L.P., York Capital
Management Global Advisors LLC, Costamare Inc. and Costamare Ventures Inc., please see “Item 4. Information on the Company—B. Business Overview—Our Fleet—Framework Deed”.
|
(f)
|
Services Agreement dated November 2, 2015, as amended and restated on June 28, 2021, by and between the subsidiaries of
Costamare Inc. set out in Schedule A thereto and Costamare Shipping Services Ltd., please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management and Services Agreement”.
|
(g)
|
Amended and Restated Registration Rights Agreement dated as of November 27, 2015, between Costamare Inc. and the Stockholders
named therein, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Registration Rights Agreement”.
|
(h)
|
Agreement Regarding Charter Brokerage dated January 1, 2018, by and between Costamare Shipping Company S.A. and Blue Net
Chartering GmbH & Co. KG., please see “Item 4. Information on the Company—B. Business Overview—Chartering of Our Fleet”.
|
(i)
|
Framework Agreement dated November 2, 2015, as amended and restated on January 17, 2020, and as further amended and restated on
June 28, 2021, by and between Costamare Inc. and Costamare Shipping Company S.A., please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management and Services Agreement”.
|
(j)
|
Longshaw Agreement dated June 14, 2021, by and between Costamare Inc. and Longshaw Maritime Investments S.A., please see “Item
7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Longshaw Share Purchase Agreement”.
|
(k)
|
Amended and Restated Subscription and Shareholders’ Agreement Relating to Neptune Maritime Leasing Limited dated March 14, 2023,
by and among Snow White Investments Limited, International Maritime Holdings A.G., Codrus Capital A.G., Stephen Asplin, Konstantinos Karamanis, Costamare Maritime Finance Limited and Neptune Maritime Leasing Limited, please see “Item 4.
Information on the Company—A. History and Development of the Company”.
|
Marshall Islands
|
| |
Delaware
|
Shareholder Meetings
|
| |
|
|
| |
|
Held at a time and place as designated in the bylaws.
|
| |
May be held at such time or place as designated in the certificate of incorporation or the
bylaws, or if not so designated, as determined by the Board of Directors.
|
|
| |
|
May be held in or outside of the Marshall Islands.
|
| |
May be held in or outside of Delaware.
|
|
| |
|
• Whenever shareholders are required to take action at a meeting,
written notice shall state the place, date and hour of the meeting, and unless it is the annual meeting, indicates that it is being issued by or at the direction of the person calling the meeting, and if such meeting is a special
meeting such notice shall also state the purpose for which it is being called.
|
| |
• Whenever shareholders are required to take any action at a meeting, a
written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.
|
|
| |
|
• A copy of the notice of any meeting shall be given personally, sent
by mail or by electronic transmission not less than 15 nor more than 60 days before the date of the meeting.
|
| |
• Written notice shall be given not less than 10 nor more than 60 days
before the meeting.
|
|
| |
|
Shareholder’s Voting Rights
|
| |
|
|
| |
|
Any action required to be taken by a meeting of shareholders may be taken without a meeting if
consent is in writing, sets forth the action so taken and is signed by all the shareholders entitled to vote or if the articles of incorporation so provide, by holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
|
| |
With limited exceptions, shareholders may act by written consent to elect directors.
|
|
| |
|
Any person authorized to vote may authorize another person to act for him or her by proxy.
|
| |
Any person authorized to vote may authorize another person or persons to act for him or her by
proxy.
|
|
| |
|
Unless otherwise provided in the articles of incorporation or bylaws, a majority of shares
entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one-third of the shares entitled to vote at a meeting.
|
| |
For stock corporations, the certificate of incorporation or bylaws may specify the number to
constitute a quorum, but in no event shall a quorum consist of less than one third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum.
|
|
| |
|
When a quorum is once present to organize a meeting, it is not broken by the subsequent
withdrawal of any shareholders.
|
| |
When a quorum is once present to organize a meeting, it is not broken by the subsequent
withdrawal of any shareholders.
|
|
| |
|
The articles of incorporation may provide for cumulative voting in the election of directors.
|
| |
The certificate of incorporation may provide for cumulative voting.
|
|
| |
|
Any two or more domestic corporations may merge into a single corporation if approved by the
board and if authorized by the vote of the majority of holders of outstanding shares entitled to vote at a shareholder meeting.
|
| |
Any two or more corporations existing under the laws of the state may merge into a single
corporation pursuant to a board resolution and upon the majority vote by shareholders of each constituent corporation at an annual or special meeting.
|
Marshall Islands
|
| |
Delaware
|
|
| |
|
Any sale, lease, exchange or other disposition of all or substantially all the assets of a
corporation, if not made in the corporation’s usual or regular course of business, once approved by the board, shall be authorized by the affirmative vote of two-thirds of the shares of those entitled to vote at a shareholder meeting.
|
| |
Every corporation may at any meeting of the board sell, lease or exchange all or substantially
all of its property and assets as its board deems expedient and for the best interests of the corporation when so authorized by a resolution adopted by the holders of a majority of the outstanding stock of a corporation entitled to
vote.
|
|
| |
|
Any domestic corporation owning at least 90% of the outstanding shares of each class of another
domestic corporation may merge such other corporation into itself without the authorization of the shareholders of any corporation.
|
| |
Any corporation owning at least 90% of the outstanding shares of each class of another
corporation may merge the other corporation into itself and assume all of its obligations without the vote or consent of shareholders; however, in case the parent corporation is not the surviving corporation, the proposed merger shall
be approved by a majority of the outstanding stock of the parent corporation entitled to vote at a duly called shareholder meeting.
|
|
| |
|
Any mortgage, pledge of or creation of a security interest in all or any part of the corporate
property may be authorized without the vote or consent of the shareholders, unless otherwise provided for in the articles of incorporation.
|
| |
Any mortgage or pledge of a corporation’s property and assets may be authorized without the vote
or consent of shareholders, except to the extent that the certificate of incorporation otherwise provides.
|
|
| |
|
Directors
|
| |
|
|
| |
|
The board of directors must consist of at least one member.
|
| |
The board of directors must consist of at least one member.
|
|
| |
|
Number of members can be changed by an amendment to the bylaws, by the shareholders, or by action
of the board pursuant to the bylaws.
|
| |
Number of board members shall be fixed by the bylaws, unless the certificate of incorporation
fixes the number of directors, in which case a change in the number shall be made only by amendment of the certificate of incorporation.
|
|
| |
|
If the board of directors is authorized to change the number of directors, it can only do so by a
majority of the entire board and so long as no decrease in the number shall shorten the term of any incumbent director.
|
| |
|
|
| |
|
Removal:
|
| |
Removal:
|
|
| |
|
• Any or all of the directors may be removed for cause by vote of the
shareholders.
|
| |
• Any or all of the directors may be removed, with or without cause, by
the holders of a majority of the shares entitled to vote unless the certificate of incorporation otherwise provides.
|
|
| |
|
• If the articles of incorporation or the bylaws so provide, any or all
of the directors may be removed without cause by vote of the shareholders
|
| |
• In the case of a classified board, shareholders may effect removal of
any or all directors only for cause.
|
|
| |
|
Marshall Islands
|
| |
Delaware
|
Dissenter’s Rights of Appraisal
|
| |
|
|
| |
|
With limited exceptions, appraisal rights shall be available for the shares of any class or
series of stock of a corporation in a merger or consolidation.
|
| |
With limited exceptions, appraisal rights shall be available for the shares of any class or
series of stock of a corporation in a merger or consolidation.
|
|
| |
|
A holder of any adversely affected shares who does not vote on, or consent in writing to, an
amendment to the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment
|
| |
The certificate of incorporation may provide that appraisal rights are available for shares as a
result of an amendment to the certificate of incorporation, any merger or consolidation or the sale of all or substantially all of the assets.
|
|
| |
|
• alters or abolishes any preferential right of any outstanding shares
having preference;
|
| |
|
|
| |
|
• creates, alters, or abolishes any provision or right in respect to the
redemption of any outstanding shares;
|
| |
|
|
| |
|
• alters or abolishes any preemptive right of such holder to acquire
shares or other securities; or
|
| |
|
|
| |
|
• excludes or limits the right of such holder to vote on any matter,
except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class.
|
| |
|
|
| |
|
Shareholder’s Derivative Actions
|
| |
|
|
| |
|
An action may be brought in the right of a corporation to procure a judgment in its favor, by a
holder of shares or of voting trust certificates or of a beneficial interest in such shares or certificates. It shall be made to appear that the plaintiff is such a holder at the time of bringing the action and that he was such a holder
at the time of the transaction of which he complains, or that his shares or his interest therein devolved upon him by operation of law.
|
| |
In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the
complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law.
|
|
| |
|
Complaint shall set forth with particularity the efforts of the plaintiff to secure the
initiation of such action by the board of directors or the reasons for not making such effort.
|
| |
|
|
| |
|
Such action shall not be discontinued, compromised or settled, without the approval of the High
Court of the Marshall Islands
|
| |
|
|
| |
|
Reasonable expenses, including attorneys’ fees, may be awarded if the action is successful
|
| |
|
|
| |
|
Corporation may require a plaintiff bringing a derivative suit to give security for reasonable
expenses if the plaintiff owns less than 5% of any class of stock and the shares have a value of less than $50,000.
|
| |
|
(a)
|
the use of vessels;
|
(b)
|
the hiring or leasing of vessels for use on a time, operating or bareboat charter basis;
|
(c)
|
the participation in a pool, partnership, strategic alliance, joint operating agreement or other joint venture it directly or
indirectly owns or participates in that generates such income; or
|
(d)
|
the performance of services directly related to those uses.
|
(a)
|
it is organized in a foreign country (or the “country of organization”) that grants an “equivalent exemption” to U.S.
corporations; and
|
(b)
|
either
|
(i)
|
more than 50% of the value of its stock is owned, directly or indirectly, by individuals who are “residents” of our country of
organization or of another foreign country that grants an “equivalent exemption” to U.S. corporations; or
|
(ii)
|
its stock is “primarily and regularly traded on an established securities market” in its country of organization, in another
country that grants an “equivalent exemption” to U.S. corporations, or in the United States.
|
(a)
|
we had, or were considered to have, a fixed place of business in the United States involved in the earning of U.S. source gross
transportation income; and
|
(b)
|
substantially all of our U.S. source gross transportation income was attributable to regularly scheduled transportation, such as
the operation of a vessel that followed a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
|
(a)
|
the common stock or Preferred Stock, as the case may be, is readily tradable on an established securities market in the United
States (such as the NYSE);
|
(b)
|
we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (see the
discussion below under “PFIC Status”);
|
(c)
|
you own our common stock or our Preferred Stock for more than 60 days in the 121-day period beginning 60 days before the date on
which the common stock or Preferred Stock becomes ex-dividend;
|
(d)
|
you are not under an obligation to make related payments with respect to positions in substantially similar or related property;
and
|
(e)
|
certain other conditions are met.
|
(a)
|
at least 75% of our gross income for such taxable year consists of “passive income” (e.g., dividends, interest, capital gains
and rents derived other than in the active conduct of a rental business); or
|
(b)
|
at least 50% of the average value of our assets during such taxable year consists of “passive assets” (i.e., assets that
produce, or are held for the production of, passive income).
|
(i)
|
the excess distribution or gain would be allocated ratably over your aggregate holding period for our common stock or Preferred
Stock;
|
(ii)
|
the amount allocated to the current taxable year and any taxable year prior to the taxable year we were first treated as a PFIC
with respect to such U.S. holder who does not make a QEF or a “mark-to-market” election would be taxed as ordinary income; and
|
(iii)
|
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the
applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
|
(a)
|
the gain is effectively connected with your conduct of a trade or business in the United States. If you are entitled to the
benefits of an applicable income tax treaty with respect to that gain, that gain generally is taxable in the United States only if it is attributable to a permanent establishment maintained by you in the United States as required by
such income tax treaty; or
|
(b)
|
you are an individual who is present in the United States for 183 days or more during the taxable year of disposition and
certain other conditions are met.
|
(1)
|
fail to provide us with an accurate taxpayer identification number;
|
(2)
|
are notified by the IRS that you have failed to report all interest or dividends required to be shown on your Federal income tax
returns; or
|
(3)
|
in certain circumstances, fail to comply with applicable certification requirements.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
A.
|
Quantitative Information About Market Risk
|
Year
|
| |
Amount
|
2023
|
| |
8.0
|
2024
|
| |
6.4
|
2025
|
| |
4.8
|
2026
|
| |
3.5
|
2027
|
| |
2.3
|
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
CONTROLS AND PROCEDURES
|
AUDIT COMMITTEE FINANCIAL EXPERT
|
CODE OF ETHICS
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
|
| |
2022
|
| |
2021
|
Audit fees
|
| |
€660,000
|
| |
€527,000
|
Audit-related fees
|
| |
€207,000
|
| |
€329,000
|
Tax fees
|
| |
€12,660
|
| |
€8,906
|
All other fees
|
| |
€8,270
|
| |
€—
|
Total fees
|
| |
€887,930
|
| |
€864,906
|
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
Period
|
| |
Total Number of
Common Shares
Purchased
|
| |
Average Price
Paid per
Share ($)
|
| |
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
| |
Maximum Number
of Shares that May
Yet be Purchased
Under the Plans or
Programs
|
January 2022
|
| |
|
| |
|
| |
|
| |
|
February 2022
|
| |
248,899(1)
|
| |
|
| |
|
| |
|
March 2022
|
| |
74,800(2)
|
| |
|
| |
|
| |
|
April 2022
|
| |
|
| |
|
| |
|
| |
|
May 2022
|
| |
1,282,993(1)
|
| |
|
| |
|
| |
|
|
| |
216,390
|
| |
11.90
|
| |
|
| |
|
June 2022
|
| |
74,800(2)
|
| |
|
| |
|
| |
|
July 2022
|
| |
417,418
|
| |
10.87
|
| |
|
| |
|
|
| |
298,941(1)
|
| |
|
| |
|
| |
|
August 2022
|
| |
100,000
|
| |
11.54
|
| |
|
| |
|
|
| |
738,187
|
| |
9.57
|
| |
|
| |
|
September 2022
|
| |
74,800(2)
|
| |
|
| |
|
| |
|
October 2022
|
| |
321,090
|
| |
8.92
|
| |
|
| |
|
November 2022
|
| |
388,327(1)
|
| |
|
| |
|
| |
|
December 2022
|
| |
74,800(2)
|
| |
|
| |
|
| |
|
Total
|
| |
4,311,445
|
| |
|
| |
|
| |
|
(1)
|
These shares were issued by the Company pursuant to the Dividend Reinvestment Plan.
|
(2)
|
These shares were issued to Costamare Services by the Company pursuant to the Services Agreement in exchange for services
provided to the Company’s vessel-owning subsidiaries.
|
Period
|
| |
Total Number of
Common Shares
Purchased
|
| |
Average Price
Paid per
Share ($)(1)
|
| |
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
| |
Approximate
Dollar Value of
Shares that May
Yet be Purchased
Under the Plans or
Programs
|
January 2022
|
| |
|
| |
|
| |
|
| |
|
February 2022
|
| |
|
| |
|
| |
|
| |
|
March 2022
|
| |
|
| |
|
| |
|
| |
|
April 2022
|
| |
|
| |
|
| |
|
| |
|
May 2022
|
| |
|
| |
13.59
|
| |
1,553,472
|
| |
128,890,486
|
June 2022
|
| |
|
| |
12.27
|
| |
2,987,737
|
| |
92,222,784
|
July 2022
|
| |
|
| |
11.85
|
| |
195,493
|
| |
89,905,273
|
August 2022
|
| |
|
| |
|
| |
|
| |
|
September 2022
|
| |
|
| |
|
| |
|
| |
|
October 2022
|
| |
|
| |
|
| |
|
| |
|
November 2022
|
| |
|
| |
|
| |
|
| |
|
December 2022
|
| |
|
| |
|
| |
|
| |
|
Total
|
| |
|
| |
12.69
|
| |
4,736,702
|
| |
89,905,273
|
(1)
|
The average price paid per share includes commissions paid for each transaction.
|
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
|
CORPORATE GOVERNANCE
|
MINE SAFETY DISCLOSURE
|
FINANCIAL STATEMENTS
|
FINANCIAL STATEMENTS
|
EXHIBITS
|
Exhibit No.
|
| |
Description
|
1.1
|
| |
Second Amended and Restated Articles of Incorporation(1)
|
|
| |
|
1.2
|
| |
First Amended and Restated Bylaws(1)
|
|
| |
|
2.1
|
| |
Description of Securities
|
|
| |
|
4.1
|
| |
Restrictive Covenant Agreement dated November 3, 2010, as amended and restated on July 1, 2021
between Costamare Inc. and Konstantinos Konstantakopoulos(5)
|
|
| |
|
4.2
|
| |
Form of Stockholders Rights Agreement between Costamare Inc. and American Stock Transfer &
Trust Company, LLC(2)
|
|
| |
|
4.3
|
| |
Trademark License Agreement dated November 3, 2010, as amended and restated on March 14, 2022,
between Costamare Inc. and Costamare Shipping Company S.A.(7)
|
|
| |
|
4.4
|
| |
Form of Restrictive Covenant Agreement between Costamare Inc. and Konstantinos Zacharatos(2)
|
|
| |
|
4.5
|
| |
Framework Deed dated May 15, 2013, as amended and restated on May 18, 2015, between Sparrow
Holdings, L.P., York Capital Management Global Advisors LLC, Costamare Inc. and Costamare Ventures Inc.(3)
|
|
| |
|
4.6
|
| |
Services Agreement dated November 2, 2015, as amended and restated on June 28, 2021 by and
between the subsidiaries of Costamare Inc. set out in Schedule A thereto and Costamare Shipping Services Ltd.(6)
|
|
| |
|
4.7
|
| |
Amended and Restated Registration Rights Agreement dated as of November 27, 2015 between
Costamare Inc. and the Stockholders named therein(3)
|
|
| |
|
4.8
|
| |
Agreement Regarding Charter Brokerage dated January 1, 2018, by and between Costamare Shipping
Company S.A. and Blue Net Chartering GmbH & Co. KG(4)
|
|
| |
|
4.9
|
| |
Framework Agreement dated November 2, 2015, as amended and restated on January 17, 2020, and as
further amended and restated on June 28, 2021 by and between Costamare Inc. and Costamare Shipping Company S.A.(5)
|
|
| |
|
4.10
|
| |
Longshaw Agreement dated June 14, 2021, by and between Costamare Inc. and Longshaw Maritime
Investments S.A.(7)*
|
|
| |
|
4.11
|
| |
Local Service Agreement dated November 14, 2022, between Costamare Bulkers Inc. and Costamare
Bulkers Services GmbH(8)
|
|
| |
|
Exhibit No.
|
| |
Description
|
4.12
|
| |
Local Service Agreement dated November 14, 2022, between Costamare Bulkers Inc. and Costamare
Bulkers Services ApS(8)
|
|
| |
|
4.13
|
| |
Local Service Agreement dated November 14, 2022, between Costamare Bulkers Inc. and Costamare
Bulkers Services Pte. Ltd.(8)
|
|
| |
|
4.14
|
| |
Amended and Restated Subscription and Shareholders’ Agreement Relating to Neptune Maritime
Leasing Limited dated March 14, 2023, by and among Snow White Investments Limited, International Maritime Holdings A.G., Codrus Capital A.G., Stephen Asplin, Konstantinos Karamanis, Costamare Maritime Finance Limited and Neptune
Maritime Leasing Limited
|
|
| |
|
4.15
|
| |
Amended and Restated Management Services Agreement dated March 14, 2023, among Neptune Maritime
Leasing Limited and Neptune Global Financing Limited
|
|
| |
|
8.1
|
| |
List of Subsidiaries of Costamare Inc.
|
|
| |
|
12.1
|
| |
Rule 13a-14(a)/15d-14(a) Certification of Costamare Inc.’s Chief Executive Officer
|
|
| |
|
12.2
|
| |
Rule 13a-14(a)/15d-14(a) Certification of Costamare Inc.’s Chief Financial Officer
|
|
| |
|
13.1
|
| |
Costamare Inc. Certification of Konstantinos Konstantakopoulos, Chief Executive Officer, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002
|
|
| |
|
13.2
|
| |
Costamare Inc. Certification of Gregory Zikos, Chief Financial Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002
|
|
| |
|
15.1
|
| |
Consent of Independent Registered Public Accounting Firm
|
|
| |
|
101.INS
|
| |
XBRL Instance Document
|
|
| |
|
101.SCH
|
| |
XBRL Taxonomy Extension Schema
|
|
| |
|
101.CAL
|
| |
XBRL Taxonomy Extension Calculation Linkbase
|
|
| |
|
101.DEF
|
| |
XBRL Taxonomy Extension Definition Linkbase
|
|
| |
|
101.LAB
|
| |
XBRL Taxonomy Extension Label Linkbase
|
|
| |
|
101.PRE
|
| |
XBRL Taxonomy Extension Presentation Linkbase
|
(1)
|
Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed
with the SEC on March 1, 2013 and hereby incorporated by reference to such Annual Report.
|
(2)
|
Previously filed as an exhibit to Costamare Inc.’s Registration Statement on Form F-1 (File No. 333-170033), declared effective
by the SEC on November 3, 2010 and hereby incorporated by reference to such Registration Statement.
|
(3)
|
Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed
with the SEC on April 27, 2016 and hereby incorporated by reference to such Annual Report.
|
(4)
|
Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2018, filed
with the SEC on March 7, 2019 and hereby incorporated by reference to such Annual Report.
|
(5)
|
Previously filed as an exhibit to Costamare Inc.’s Report on Form 6-K, filed with the SEC on August 10, 2021 and hereby
incorporated by reference to such Form 6-K.
|
(6)
|
Previously filed as an exhibit to Costamare Inc.’s Report on Form 6-K, filed with the SEC on August 24, 2021 and hereby
incorporated by reference to such Form 6-K.
|
(7)
|
Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed
with the SEC on March 28, 2022 and hereby incorporated by reference to such Annual Report.
|
(8)
|
Previously filed as an exhibit to Costamare Inc.’s Report on Form 6-K, filed with the SEC on November 30, 2022 and hereby
incorporated by reference to such Form 6-K.
|
*
|
Certain portions of this exhibit have been redacted pursuant to Instruction 4(a) as to Exhibits of Form 20-F. The Company agrees
to furnish supplementally an unredacted copy of the exhibit to the SEC or its Staff upon request.
|
|
| |
|
| |
COSTAMARE INC.,
|
|||
|
| |
|
| |
|
| ||
|
| |
By
|
| |
/s/ Konstantinos Konstantakopoulos
|
|||
|
| |
|
| |
Name:
|
| |
Konstantinos Konstantakopoulos
|
|
| |
|
| |
Title:
|
| |
Chief Executive Officer
|
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
|
| |
Impairment of vessels
|
|
| |
|
Description of the Matter
|
| |
At December 31, 2022, the carrying value of the Company’s vessels was $3,666,861 thousand. As
discussed in Notes 2, 7 and 21(c) to the consolidated financial statements, the Company evaluates its vessels for impairment whenever events or changes in circumstances indicate that the carrying value of a vessel might exceed its fair
value in accordance with the guidance in ASC 360 – Property, Plant and Equipment. As part of the assessment performed, management analyzes the future undiscounted net operating cash flows expected to be generated throughout the
remaining useful life of each vessel and compares it to the carrying value to conclude whether indicators of impairment exist.
|
|
| |
Where the vessel’s carrying value exceeds the undiscounted net operating cash flows, management
recognizes impairment loss equal to the excess of the carrying value over the fair value of the vessel.
Auditing management’s recoverability assessment was complex given the judgement and estimation
uncertainty involved in determining the assumption of the future charter rates for non-contracted revenue days, when forecasting net operating cash flows. These rates are particularly subjective as they involve the development and use
of assumptions about shipping market through the end of the useful lives of the vessels which are forward looking and subject to the inherent unpredictability of future global economic and market conditions.
|
|
| |
|
How We Addressed the Matter in Our Audit
|
| |
We obtained an understanding of the Company’s impairment process, evaluated the design, and
tested the operating effectiveness of the controls over the Company’s determination of future charter rates for non-contracted revenue days.
We analyzed management’s impairment assessment by comparing the methodology used to evaluate
impairment of each vessel against the accounting guidance in ASC 360. To test management’s undiscounted net operating cash flow forecasts, our procedures included, among others, comparing the future vessel charter rates used by
management for non-contracted revenue days, with historical market data from external analysts, historical data for vessels, and recent economic and industry changes. In addition, we performed sensitivity analyses to assess the impact
of changes to future charter rates for non-contracted revenue days in the determination of the net operating cash flows. We assessed the adequacy of the Company’s disclosures in Notes 2, 7 and 21(c) to the consolidated financial
statements.
|
|
| |
December 31,
2021
|
| |
December 31,
2022
|
ASSETS
|
| |
|
| |
|
CURRENT ASSETS:
|
| |
|
| |
|
Cash and cash equivalents (Note 2(e))
|
| |
$276,002
|
| |
$718,049
|
Restricted cash (Note 2(e))
|
| |
8,856
|
| |
9,768
|
Accounts receivable, net (Note 3)
|
| |
20,978
|
| |
26,943
|
Inventories (Note 6)
|
| |
21,365
|
| |
28,039
|
Due from related parties (Note 3)
|
| |
—
|
| |
3,838
|
Fair value of derivatives (Notes 20 and 21)
|
| |
—
|
| |
25,660
|
Insurance claims receivable
|
| |
3,970
|
| |
5,410
|
Time charter assumed (Note 13)
|
| |
198
|
| |
199
|
Accrued charter revenue (Note 13)
|
| |
7,361
|
| |
10,885
|
Short-term investments (Note 5)
|
| |
—
|
| |
120,014
|
Prepayments and other assets
|
| |
8,595
|
| |
10,622
|
Vessels held for sale (Note 7)
|
| |
78,799
|
| |
55,195
|
Total current assets
|
| |
426,124
|
| |
1,014,622
|
FIXED ASSETS, NET:
|
| |
|
| |
|
Right-of-use assets (Note 12)
|
| |
191,303
|
| |
—
|
Vessels and advances, net (Note 7)
|
| |
3,650,192
|
| |
3,666,861
|
Total fixed assets, net
|
| |
3,841,495
|
| |
3,666,861
|
OTHER NON-CURRENT ASSETS:
|
| |
|
| |
|
Equity method investments (Note 10)
|
| |
19,872
|
| |
20,971
|
Accounts receivable, net, non-current (Note 3)
|
| |
5,076
|
| |
5,261
|
Deferred charges, net (Note 8)
|
| |
31,859
|
| |
55,035
|
Restricted cash, non-current (Note 2(e))
|
| |
68,670
|
| |
83,741
|
Time charter assumed, non-current (Note 13)
|
| |
667
|
| |
468
|
Accrued charter revenue, non-current (Note 13)
|
| |
8,183
|
| |
11,627
|
Fair value of derivatives, non-current (Notes 20 and 21)
|
| |
3,429
|
| |
37,643
|
Other non-current assets (Note 5)
|
| |
1,666
|
| |
—
|
Total assets
|
| |
$4,407,041
|
| |
$4,896,229
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| |
|
| |
|
CURRENT LIABILITIES:
|
| |
|
| |
|
Current portion of long-term debt, net of deferred financing costs (Note 11)
|
| |
$272,365
|
| |
$320,114
|
Accounts payable
|
| |
18,865
|
| |
18,155
|
Due to related parties (Note 3)
|
| |
1,694
|
| |
2,332
|
Finance lease liabilities, net (Note 12)
|
| |
16,676
|
| |
—
|
Accrued liabilities
|
| |
27,304
|
| |
51,551
|
Unearned revenue (Note 13)
|
| |
23,830
|
| |
25,227
|
Fair value of derivatives (Notes 20 and 21)
|
| |
6,876
|
| |
2,255
|
Other current liabilities
|
| |
2,417
|
| |
3,456
|
Total current liabilities
|
| |
370,027
|
| |
423,090
|
NON-CURRENT LIABILITIES:
|
| |
|
| |
|
Long-term debt, net of current portion and deferred financing costs (Note 11)
|
| |
2,169,718
|
| |
2,264,507
|
Finance lease liabilities, net of current portion (Note 12)
|
| |
99,689
|
| |
—
|
Fair value of derivatives, non-current portion (Notes 20 and 21)
|
| |
7,841
|
| |
13,655
|
Unearned revenue, net of current portion (Note 13)
|
| |
33,867
|
| |
34,540
|
Total non-current liabilities
|
| |
2,311,115
|
| |
2,312,702
|
COMMITMENTS AND CONTINGENCIES (Note 14)
|
| |
—
|
| |
—
|
Temporary equity – Redeemable non-controlling interest in subsidiary – (Note
15)
|
| |
—
|
| |
3,487
|
STOCKHOLDERS’ EQUITY:
|
| |
|
| |
|
Preferred stock (Note 16)
|
| |
—
|
| |
—
|
Common stock (Note 16)
|
| |
12
|
| |
12
|
Treasury stock (Note 16)
|
| |
—
|
| |
(60,095)
|
Additional paid-in capital (Note 16)
|
| |
1,386,636
|
| |
1,423,954
|
Retained earnings
|
| |
341,482
|
| |
746,658
|
Accumulated other comprehensive income / (loss) (Notes 20 and 22)
|
| |
(2,231)
|
| |
46,421
|
Total stockholders’ equity
|
| |
1,725,899
|
| |
2,156,950
|
Total liabilities and stockholders’ equity
|
| |
$4,407,041
|
| |
$4,896,229
|
|
| |
For the years ended December 31,
|
||||||
|
| |
2020
|
| |
2021
|
| |
2022
|
REVENUES:
|
| |
|
| |
|
| |
|
Voyage revenue
|
| |
$460,319
|
| |
$793,639
|
| |
$1,113,859
|
EXPENSES:
|
| |
|
| |
|
| |
|
Voyage expenses
|
| |
(7,372)
|
| |
(13,311)
|
| |
(49,069)
|
Voyage expenses-related parties (Note 3)
|
| |
(6,516)
|
| |
(11,089)
|
| |
(15,418)
|
Vessels’ operating expenses
|
| |
(117,054)
|
| |
(179,981)
|
| |
(269,231)
|
General and administrative expenses
|
| |
(4,103)
|
| |
(6,872)
|
| |
(9,737)
|
General and administrative expenses – related parties (Note 3)
|
| |
(6,912)
|
| |
(9,947)
|
| |
(9,792)
|
Management and agency fees-related parties (Note 3)
|
| |
(21,616)
|
| |
(29,621)
|
| |
(46,735)
|
Amortization of dry-docking and special survey costs (Note 8)
|
| |
(9,056)
|
| |
(10,433)
|
| |
(13,486)
|
Depreciation (Notes 7, 12 and 22)
|
| |
(108,700)
|
| |
(136,958)
|
| |
(165,998)
|
Gain / (loss) on sale of vessels, net (Note 7)
|
| |
(79,120)
|
| |
45,894
|
| |
126,336
|
Loss on vessels held for sale (Note 7)
|
| |
(7,665)
|
| |
—
|
| |
—
|
Vessels’ impairment loss (Notes 7 and 8)
|
| |
(31,577)
|
| |
—
|
| |
(1,691)
|
Foreign exchange gains / (losses)
|
| |
(300)
|
| |
29
|
| |
3,208
|
Operating income
|
| |
60,328
|
| |
441,350
|
| |
662,246
|
OTHER INCOME / (EXPENSES):
|
| |
|
| |
|
| |
|
Interest income
|
| |
1,827
|
| |
1,587
|
| |
5,956
|
Interest and finance costs (Note 18)
|
| |
(68,702)
|
| |
(86,047)
|
| |
(122,233)
|
Swaps breakage cost, net (Note 20)
|
| |
(6)
|
| |
—
|
| |
—
|
Income from equity method investments (Note 10)
|
| |
16,195
|
| |
12,859
|
| |
2,296
|
Gain on sale of equity securities (Note 5)
|
| |
—
|
| |
60,161
|
| |
—
|
Dividend income (Note 5)
|
| |
—
|
| |
1,833
|
| |
—
|
Other, net
|
| |
1,181
|
| |
4,624
|
| |
3,729
|
Gain / (loss) on derivative instruments, net (Note 20)
|
| |
(1,946)
|
| |
(1,246)
|
| |
2,698
|
Total other expenses, net
|
| |
(51,451)
|
| |
(6,229)
|
| |
(107,554)
|
Net income
|
| |
$8,877
|
| |
$435,121
|
| |
$554,692
|
Net loss attributable to the non-controlling interest (Note 15)
|
| |
—
|
| |
—
|
| |
263
|
Net income attributable to Costamare Inc.
|
| |
$8,877
|
| |
$435,121
|
| |
$554,955
|
Earnings allocated to Preferred Stock (Note 17)
|
| |
(31,082)
|
| |
(31,068)
|
| |
(31,068)
|
Gain on retirement of Preferred Stock (Note 17)
|
| |
619
|
| |
—
|
| |
—
|
Net income / (loss) available to Common Stockholders
|
| |
$(21,586)
|
| |
$404,053
|
| |
$523,887
|
Earnings / (losses) per common share, basic and diluted (Note 17)
|
| |
$(0.18)
|
| |
$3.28
|
| |
$4.26
|
Weighted average number of shares, basic and diluted (Note 17)
|
| |
120,696,130
|
| |
123,070,730
|
| |
122,964,358
|
|
| |
|
| |
|
| |
|
|
| |
For the years ended December 31,
|
||||||
|
| |
2020
|
| |
2021
|
| |
2022
|
Net income for the year
|
| |
$8,877
|
| |
$435,121
|
| |
$554,692
|
Other comprehensive income:
|
| |
|
| |
|
| |
|
Unrealized gain / (loss) on cash flow hedges, net (Notes 20 and 22)
|
| |
(6,806)
|
| |
6,799
|
| |
46,435
|
Reclassification of amount excluded from the interest rate caps assessment
of effectiveness based on an amortization approach to Interest and finance costs
|
| |
—
|
| |
—
|
| |
1,286
|
Effective portion of changes in fair value of cash flow hedges (Notes 20 and
22)
|
| |
—
|
| |
(1,136)
|
| |
868
|
Amounts reclassified from Net settlements on interest rate swaps qualifying
for hedge accounting to Depreciation (Note 22)
|
| |
63
|
| |
63
|
| |
63
|
Other comprehensive income / (loss) for the year
|
| |
$(6,743)
|
| |
$5,726
|
| |
$48,652
|
Total comprehensive income for the year
|
| |
2,134
|
| |
440,847
|
| |
603,344
|
Comprehensive loss attributable to the non-controlling interest (Note 15)
|
| |
—
|
| |
—
|
| |
263
|
Total comprehensive income for the year attributable to
Costamare Inc.
|
| |
$2,134
|
| |
$440,847
|
| |
$603,607
|
|
| |
Preferred Stock
(Series E)
|
| |
Preferred Stock
(Series D)
|
| |
Preferred Stock
(Series C)
|
| |
Preferred Stock
(Series B)
|
| |
Common Stock
|
| |
Treasury Stock
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Other
Comprehensive
Income /
(Loss)
|
| |
Retained
Earnings/
(Accumulated
Deficit)
|
| |
Total
|
||||||||||||||||||
|
| |
# of
shares
|
| |
Par
value
|
| |
# of
shares
|
| |
Par
value
|
| |
# of
shares
|
| |
Par
value
|
| |
# of
shares
|
| |
Par
value
|
| |
# of
shares
|
| |
Par
value
|
| |
# of
shares
|
| |
Value
|
| |||||||||||
BALANCE, January 1,
2020
|
| |
4,600,000
|
| |
$—
|
| |
4,000,000
|
| |
$—
|
| |
4,000,000
|
| |
$—
|
| |
2,000,000
|
| |
—
|
| |
119,132,696
|
| |
$12
|
| |
—
|
| |
$—
|
| |
$1,351,352
|
| |
$(1,214)
|
| |
$60,578
|
| |
$1,410,728
|
- Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
8,877
|
| |
8,877
|
- Adoption of new accounting policy (Note 5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(543)
|
| |
(543)
|
- Issuance of common stock (Notes 3 and 16)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,027,942
|
| |
—
|
| |
—
|
| |
—
|
| |
17,437
|
| |
—
|
| |
—
|
| |
17,437
|
- Retirement of Preferred Stock (Note 16)
|
| |
(25,900)
|
| |
—
|
| |
(13,458)
|
| |
—
|
| |
(26,865)
|
| |
—
|
| |
(29,351)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(2,303)
|
| |
—
|
| |
619
|
| |
(1,684)
|
- Dividends – Common stock (Note 16)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(48,127)
|
| |
(48,127)
|
- Dividends – Preferred stock (Note 16)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(31,125)
|
| |
(31,125)
|
- Other comprehensive loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(6,743)
|
| |
—
|
| |
(6,743)
|
BALANCE,
Balance 31,
2020
|
| |
4,574,100
|
| |
$—
|
| |
3,986,542
|
| |
$—
|
| |
3,973,135
|
| |
$—
|
| |
1,970,649
|
| |
$—
|
| |
122,160,638
|
| |
$12
|
| |
—
|
| |
$—
|
| |
$1,366,486
|
| |
$(7,957)
|
| |
$(9,721)
|
| |
$1,348,820
|
- Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
435,121
|
| |
435,121
|
- Issuance of common stock (Notes 3 and 16)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,824,466
|
| |
—
|
| |
—
|
| |
—
|
| |
20,064
|
| |
—
|
| |
—
|
| |
20,064
|
- Dividends – Common stock (Note 16)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(52,850)
|
| |
(52,850)
|
- Dividends – Preferred stock (Note 16)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(31,068)
|
| |
(31,068)
|
- Gain from common control transaction (Note 3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
86
|
| |
—
|
| |
—
|
| |
86
|
- Other comprehensive income
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,726
|
| |
—
|
| |
5,726
|
BALANCE,
Balance 31,
2021
|
| |
4,574,100
|
| |
$—
|
| |
3,986,542
|
| |
$—
|
| |
3,973,135
|
| |
$—
|
| |
1,970,649
|
| |
$—
|
| |
123,985,104
|
| |
$12
|
| |
—
|
| |
$—
|
| |
$1,386,636
|
| |
$(2,231)
|
| |
$341,482
|
| |
$1,725,899
|
- Net income(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
554,955
|
| |
554,955
|
- Issuance of common stock (Notes 3 and 16)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,053,309
|
| |
—
|
| |
—
|
| |
—
|
| |
37,318
|
| |
—
|
| |
—
|
| |
37,318
|
- Repurchase of common stock (Note 16)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(4,736,702)
|
| |
(60,095)
|
| |
—
|
| |
—
|
| |
—
|
| |
(60,095)
|
- Dividends – Common stock (Note 16)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(118,711)
|
| |
(118,711)
|
- Dividends – Preferred stock (Note 16)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(31,068)
|
| |
(31,068)
|
- Other comprehensive income
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
48,652
|
| |
—
|
| |
48,652
|
BALANCE,
December 31,
2022
|
| |
4,574,100
|
| |
$—
|
| |
3,986,542
|
| |
$—
|
| |
3,973,135
|
| |
$—
|
| |
1,970,649
|
| |
$—
|
| |
127,038,413
|
| |
$12
|
| |
(4,736,702)
|
| |
$(60,095)
|
| |
$1,423,954
|
| |
$46,421
|
| |
$746,658
|
| |
$2,156,950
|
(1)
|
Net income excludes net loss attributable to non-controlling interest of $263 during the year ended December 31, 2022. Temporary
equity - non-controlling interest in subsidiary is reflected outside of the permanent stockholders’ equity on the 2022 consolidated balance sheet. See Note 15 of the Notes to the Consolidated Financial Statements.
|
|
| |
For the years ended December 31,
|
||||||
|
| |
2020
|
| |
2021
|
| |
2022
|
Cash Flows From Operating Activities:
|
| |
|
| |
|
| |
|
Net income:
|
| |
$8,877
|
| |
$435,121
|
| |
$554,692
|
Adjustments to reconcile net income to net cash provided by operating
activities:
|
| |
|
| |
|
| |
|
Depreciation
|
| |
108,700
|
| |
136,958
|
| |
165,998
|
Credit loss provision
|
| |
26
|
| |
(324)
|
| |
—
|
Amortization of debt discount
|
| |
(933)
|
| |
(1,280)
|
| |
—
|
Amortization and write-off of financing costs
|
| |
3,645
|
| |
6,704
|
| |
10,255
|
Amortization of deferred dry-docking and special survey costs
|
| |
9,056
|
| |
10,433
|
| |
13,486
|
Amortization of assumed time charter
|
| |
192
|
| |
(424)
|
| |
198
|
Amortization of hedge effectiveness excluded component from cash flow hedges
|
| |
—
|
| |
—
|
| |
1,286
|
Equity based payments
|
| |
3,655
|
| |
7,414
|
| |
7,089
|
Increase in short-term investments
|
| |
—
|
| |
—
|
| |
(1,296)
|
Gain on sale of equity securities
|
| |
—
|
| |
(60,161)
|
| |
—
|
(Gain) / loss on derivative instruments, net
|
| |
1,759
|
| |
1,246
|
| |
(2,698)
|
(Gain) / loss on sale of vessels, net
|
| |
79,120
|
| |
(45,894)
|
| |
(126,336)
|
Loss on vessels held for sale
|
| |
7,665
|
| |
—
|
| |
—
|
Vessels’ impairment loss
|
| |
31,577
|
| |
—
|
| |
1,691
|
Income from equity method investments
|
| |
(16,195)
|
| |
(12,859)
|
| |
(2,296)
|
Changes in operating assets and liabilities:
|
| |
|
| |
|
| |
|
Accounts receivable
|
| |
3,852
|
| |
(12,828)
|
| |
(6,150)
|
Due from related parties
|
| |
5,953
|
| |
3,549
|
| |
(3,838)
|
Inventories
|
| |
91
|
| |
(9,917)
|
| |
(6,674)
|
Insurance claims receivable
|
| |
(1,504)
|
| |
(4,102)
|
| |
(4,209)
|
Prepayments and other
|
| |
(853)
|
| |
3,133
|
| |
(361)
|
Accounts payable
|
| |
1,367
|
| |
9,639
|
| |
(710)
|
Due to related parties
|
| |
(41)
|
| |
1,261
|
| |
638
|
Accrued liabilities
|
| |
3,619
|
| |
11,892
|
| |
21,903
|
Unearned revenue
|
| |
1,950
|
| |
11,347
|
| |
(2,267)
|
Other current liabilities
|
| |
284
|
| |
(599)
|
| |
1,039
|
Dividend from equity method investees
|
| |
16,653
|
| |
6,370
|
| |
1,114
|
Dry-dockings
|
| |
(15,481)
|
| |
(18,882)
|
| |
(38,330)
|
Accrued charter revenue
|
| |
21,250
|
| |
(11,303)
|
| |
(2,631)
|
Net Cash provided by Operating Activities
|
| |
274,284
|
| |
466,494
|
| |
581,593
|
Cash Flows From Investing Activities:
|
| |
|
| |
|
| |
|
Return of capital from equity method investments
|
| |
32,996
|
| |
8,820
|
| |
14
|
Payments to acquire short-term investments
|
| |
—
|
| |
—
|
| |
(178,718)
|
Settlements of short-term investments
|
| |
—
|
| |
—
|
| |
60,000
|
Debt securities capital redemption
|
| |
—
|
| |
8,183
|
| |
—
|
Proceeds from the settlement of insurance claims
|
| |
2,228
|
| |
1,035
|
| |
2,769
|
Proceeds from sale of equity securities
|
| |
—
|
| |
63,963
|
| |
—
|
Vessel acquisition and advances/Additions to vessel cost
|
| |
(101,917)
|
| |
(992,093)
|
| |
(61,895)
|
Proceeds from the sale of vessels, net
|
| |
30,296
|
| |
122,636
|
| |
220,318
|
Net Cash provided by / (used in) in Investing Activities
|
| |
(36,397)
|
| |
(787,456)
|
| |
42,488
|
Cash Flows From Financing Activities:
|
| |
|
| |
|
| |
|
Proceeds from long-term debt and finance leases
|
| |
285,903
|
| |
1,225,397
|
| |
1,014,284
|
Repayment of long-term debt and finance leases
|
| |
(451,038)
|
| |
(655,400)
|
| |
(984,313)
|
Payment of financing costs
|
| |
(7,478)
|
| |
(16,140)
|
| |
(20,129)
|
Swap termination
|
| |
(2,095)
|
| |
—
|
| |
—
|
Retirement of preferred stock
|
| |
(1,684)
|
| |
—
|
| |
—
|
Repurchase of common stock
|
| |
—
|
| |
—
|
| |
(60,095)
|
Dividends paid
|
| |
(65,470)
|
| |
(71,263)
|
| |
(119,548)
|
Proceeds from issuance of common stock in subsidiary
|
| |
—
|
| |
—
|
| |
3,750
|
Net Cash provided by / (used in) Financing Activities
|
| |
(241,862)
|
| |
482,594
|
| |
(166,051)
|
Net increase / (decrease) in cash, cash equivalents and restricted cash
|
| |
(3,975)
|
| |
161,632
|
| |
458,030
|
Cash, cash equivalents and restricted cash at beginning of the year
|
| |
195,871
|
| |
191,896
|
| |
353,528
|
Cash, cash equivalents and restricted cash at end of the year
|
| |
$191,896
|
| |
$353,528
|
| |
$811,558
|
Supplemental Cash Information:
|
| |
|
| |
|
| |
|
Cash paid during the year for interest, net of capitalized interest
|
| |
$63,725
|
| |
$71,813
|
| |
$100,699
|
Non-Cash Investing and Financing Activities:
|
| |
|
| |
|
| |
|
Dividend reinvested in common stock of the Company
|
| |
$13,783
|
| |
$12,655
|
| |
$30,231
|
|
| |
|
| |
|
| |
|
|
| |
For the years ended December 31,
|
||||||
|
| |
2020
|
| |
2021
|
| |
2022
|
Reconciliation of cash, cash equivalents and restricted cash
|
| |
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$143,922
|
| |
$276,002
|
| |
$718,049
|
Restricted cash – current portion
|
| |
4,998
|
| |
8,856
|
| |
9,768
|
Restricted cash – non-current portion
|
| |
42,976
|
| |
68,670
|
| |
83,741
|
Total cash, cash equivalents and restricted cash
|
| |
$191,896
|
| |
$353,528
|
| |
$811,558
|
|
| |
2020
|
| |
2021
|
| |
2022
|
A
|
| |
21%
|
| |
16%
|
| |
13%
|
B
|
| |
20%
|
| |
20%
|
| |
18%
|
C
|
| |
11%
|
| |
12%
|
| |
7%
|
D
|
| |
29%
|
| |
12%
|
| |
8%
|
E
|
| |
10%
|
| |
9%
|
| |
7%
|
Total
|
| |
91%
|
| |
69%
|
| |
53%
|
|
| |
For the year ended December 31, 2022
|
|||||||||||||||
|
| |
Container
vessels
segment
|
| |
Dry bulk
vessels
segment
|
| |
CBI
|
| |
Other
|
| |
Eliminations
|
| |
Total
|
Voyage revenue
|
| |
$797,392
|
| |
$316,100
|
| |
$367
|
| |
$—
|
| |
$—
|
| |
$1,113,859
|
Intersegment voyage revenue
|
| |
—
|
| |
800
|
| |
—
|
| |
—
|
| |
(800)
|
| |
—
|
Voyage expenses
|
| |
(11,323)
|
| |
(37,602)
|
| |
(144)
|
| |
—
|
| |
—
|
| |
(49,069)
|
Intersegment voyage expenses
|
| |
—
|
| |
—
|
| |
(800)
|
| |
—
|
| |
800
|
| |
—
|
Vessels’ operating expenses
|
| |
(169,426)
|
| |
(99,805)
|
| |
—
|
| |
—
|
| |
—
|
| |
(269,231)
|
Depreciation
|
| |
(126,340)
|
| |
(39,658)
|
| |
—
|
| |
—
|
| |
—
|
| |
(165,998)
|
Amortization of dry-docking and special survey costs
|
| |
(11,831)
|
| |
(1,655)
|
| |
—
|
| |
—
|
| |
—
|
| |
(13,486)
|
Vessels’ Impairment loss
|
| |
—
|
| |
(1,691)
|
| |
—
|
| |
—
|
| |
—
|
| |
(1,691)
|
Gain on sale of vessels, net
|
| |
122,884
|
| |
3,452
|
| |
—
|
| |
—
|
| |
—
|
| |
126,336
|
Interest income
|
| |
3,666
|
| |
2,290
|
| |
—
|
| |
—
|
| |
—
|
| |
5,956
|
Interest and finance costs
|
| |
(101,888)
|
| |
(20,333)
|
| |
(12)
|
| |
—
|
| |
—
|
| |
(122,233)
|
Income from equity method investments
|
| |
—
|
| |
—
|
| |
—
|
| |
2,296
|
| |
—
|
| |
2,296
|
Net Income/ (Loss) for the Year
|
| |
$458,494
|
| |
$97,405
|
| |
$(3,503)
|
| |
$2,296
|
| |
$—
|
| |
$554,692
|
|
| |
For the year ended December 31, 2021
|
|||||||||
|
| |
Container
vessels
segment
|
| |
Dry bulk
vessels
segment
|
| |
Other
|
| |
Total
|
Voyage revenue
|
| |
$678,292
|
| |
$115,347
|
| |
$—
|
| |
$793,639
|
Vessels’ operating expenses
|
| |
(151,452)
|
| |
(28,529)
|
| |
—
|
| |
(179,981)
|
Depreciation
|
| |
(125,811)
|
| |
(11,147)
|
| |
—
|
| |
(136,958)
|
Amortization of dry-docking and special survey costs
|
| |
(10,346)
|
| |
(87)
|
| |
—
|
| |
(10,433)
|
Gain on sale of vessels, net
|
| |
45,894
|
| |
—
|
| |
—
|
| |
45,894
|
Interest income
|
| |
1,587
|
| |
—
|
| |
—
|
| |
1,587
|
Interest and finance costs
|
| |
(81,887)
|
| |
(4,160)
|
| |
—
|
| |
(86,047)
|
Income from equity method investments
|
| |
—
|
| |
—
|
| |
12,859
|
| |
12,859
|
Net Income for the Year
|
| |
$303,490
|
| |
$56,814
|
| |
$74,817
|
| |
$435,121
|
|
| |
As of December 31, 2022
|
|||||||||||||||
|
| |
Container
vessels
segment
|
| |
Dry bulk
vessels
segment
|
| |
CBI
|
| |
Other
|
| |
Eliminations
|
| |
Total
|
Total Assets
|
| |
$3,272,559
|
| |
$771,027
|
| |
$101,807
|
| |
$751,838
|
| |
$(1,002)
|
| |
$4,896,229
|
|
| |
As of December 31, 2021
|
|||||||||
|
| |
Container
vessels
segment
|
| |
Dry bulk
vessels
segment
|
| |
Other
|
| |
Total
|
Total Assets
|
| |
$3,672,212
|
| |
$714,957
|
| |
$19,872
|
| |
$4,407,041
|
|
| |
Vessel Cost
|
| |
Accumulated
Depreciation
|
| |
Net Book
Value
|
Balance, January 1, 2021
|
| |
$3,525,967
|
| |
$(1,075,457)
|
| |
$2,450,510
|
Depreciation
|
| |
—
|
| |
(129,406)
|
| |
(129,406)
|
Vessel acquisitions, advances and other vessels’ costs
|
| |
1,467,937
|
| |
—
|
| |
1,467,937
|
Vessel sales, transfers and other movements
|
| |
(306,008)
|
| |
167,159
|
| |
(138,849)
|
Balance, December 31, 2021
|
| |
$4,687,896
|
| |
$(1,037,704)
|
| |
$3,650,192
|
Depreciation
|
| |
—
|
| |
(162,651)
|
| |
(162,651)
|
Vessel acquisitions, advances and other vessels’ costs
|
| |
249,023
|
| |
—
|
| |
249,023
|
Vessel sales, transfers and other movements
|
| |
(140,817)
|
| |
71,114
|
| |
(69,703)
|
Balance, December 31, 2022
|
| |
$4,796,102
|
| |
$(1,129,241)
|
| |
$3,666,861
|
Balance, January 1, 2021
|
| |
$27,682
|
Additions
|
| |
18,882
|
Amortization
|
| |
(10,433)
|
Write-off and other movements (Note 7)
|
| |
(4,272)
|
Balance, December 31, 2021
|
| |
$31,859
|
Additions
|
| |
38,330
|
Amortization
|
| |
(13,486)
|
Write-off and other movements (Note 7)
|
| |
(1,668)
|
Balance, December 31, 2022
|
| |
$55,035
|
Entity
|
| |
Vessel
|
| |
Participation %
December 31, 2022
|
| |
Date Established /
Acquired
|
Steadman Maritime Co.
|
| |
—
|
| |
49%
|
| |
July 1, 2013
|
Marchant Maritime Co.(*)
|
| |
—
|
| |
—
|
| |
—
|
Horton Maritime Co.(*)
|
| |
—
|
| |
—
|
| |
—
|
Smales Maritime Co.(**)
|
| |
—
|
| |
—
|
| |
—
|
Geyer Maritime Co.
|
| |
Arkadia
|
| |
49%
|
| |
May 18, 2015
|
Goodway Maritime Co.
|
| |
Monemvasia
|
| |
49%
|
| |
September 22, 2015
|
Platt Maritime Co.
|
| |
Polar Argentina
|
| |
49%
|
| |
May 18, 2015
|
Sykes Maritime Co.
|
| |
Polar Brasil
|
| |
49%
|
| |
May 18, 2015
|
(*)
|
Dissolved on June 24, 2021
|
(**)
|
Dissolved on August 16, 2022
|
|
| |
December 31,
2021
|
| |
December 31,
2022
|
Current assets
|
| |
$12,468
|
| |
$11,697
|
Non-current assets
|
| |
92,770
|
| |
91,471
|
Total assets
|
| |
$105,238
|
| |
$103,168
|
|
| |
|
| |
|
Current liabilities
|
| |
$6,576
|
| |
$7,472
|
Non-current liabilities
|
| |
58,110
|
| |
52,760
|
Total liabilities
|
| |
$64,686
|
| |
$60,232
|
|
| |
For the years ended December 31,
|
||||||
|
| |
2020
|
| |
2021
|
| |
2022
|
Voyage revenue
|
| |
$96,533
|
| |
$43,088
|
| |
$23,789
|
Net income
|
| |
$39,433
|
| |
$27,617
|
| |
$4,686
|
Borrower(s)
|
| |
|
| |
December 31,
2021
|
| |
December 31,
2022
|
|||
A.
|
| |
Term Loans:
|
| |
|
| |
|
|||
|
| |
1.
|
| |
Nerida Shipping Co.
|
| |
9,975
|
| |
—
|
|
| |
2.
|
| |
Singleton Shipping Co. and Tatum Shipping Co.
|
| |
37,600
|
| |
34,400
|
|
| |
3.
|
| |
Reddick Shipping Co. and Verandi Shipping Co.
|
| |
—
|
| |
—
|
|
| |
4.
|
| |
Costamare. Inc.
|
| |
30,188
|
| |
—
|
|
| |
5.
|
| |
Bastian Shipping Co. and Cadence Shipping Co.
|
| |
98,000
|
| |
82,800
|
|
| |
6.
|
| |
Adele Shipping Co.
|
| |
54,500
|
| |
48,500
|
|
| |
7.
|
| |
Costamare Inc.
|
| |
123,990
|
| |
112,430
|
|
| |
8.
|
| |
Quentin Shipping Co. and Sander Shipping Co.
|
| |
72,898
|
| |
—
|
|
| |
9.
|
| |
Costamare Inc.
|
| |
24,554
|
| |
—
|
|
| |
10.
|
| |
Capetanissa Maritime Corporation et al.
|
| |
56,500
|
| |
15,671
|
|
| |
11.
|
| |
Caravokyra Maritime Corporation et al.
|
| |
54,400
|
| |
6,928
|
|
| |
12.
|
| |
Achilleas Maritime Corporation et al.
|
| |
—
|
| |
—
|
|
| |
13.
|
| |
Kelsen Shipping Co.
|
| |
4,050
|
| |
—
|
|
| |
14.
|
| |
Uriza Shipping S.A.
|
| |
17,400
|
| |
—
|
|
| |
15.
|
| |
Berg Shipping Co.
|
| |
11,660
|
| |
10,540
|
|
| |
16.
|
| |
Reddick Shipping Co. and Verandi Shipping Co.
|
| |
14,900
|
| |
—
|
|
| |
17.
|
| |
Evantone Shipping Co. and Fortrose Shipping Co.
|
| |
20,750
|
| |
17,750
|
|
| |
18.
|
| |
Ainsley Maritime Co. and Ambrose Maritime Co.
|
| |
141,964
|
| |
131,250
|
|
| |
19.
|
| |
Hyde Maritime Co. and Skerrett Maritime Co.
|
| |
138,519
|
| |
127,212
|
|
| |
20.
|
| |
Kemp Maritime Co.
|
| |
70,350
|
| |
64,300
|
|
| |
21.
|
| |
Vernes Shipping Co.
|
| |
12,650
|
| |
—
|
|
| |
22.
|
| |
Achilleas Maritime Corporation et al.
|
| |
125,360
|
| |
66,974
|
|
| |
23.
|
| |
Novara et al.
|
| |
63,833
|
| |
65,043
|
|
| |
24.
|
| |
Costamare Inc.
|
| |
59,952
|
| |
49,095
|
|
| |
25.
|
| |
Costamare Inc.
|
| |
80,228
|
| |
—
|
|
| |
26.
|
| |
Costamare Inc.
|
| |
—
|
| |
—
|
|
| |
27.
|
| |
Costamare Inc.
|
| |
79,348
|
| |
24,387
|
|
| |
28.
|
| |
Amoroto et al.
|
| |
103,423
|
| |
67,882
|
|
| |
29.
|
| |
Costamare Inc.
|
| |
—
|
| |
—
|
Borrower(s)
|
| |
|
| |
December 31,
2021
|
| |
December 31,
2022
|
|||
|
| |
30.
|
| |
Dattier Marine Corp et al.
|
| |
43,480
|
| |
—
|
|
| |
31.
|
| |
Bernis Marine Corp. et al.
|
| |
—
|
| |
47,884
|
|
| |
32.
|
| |
Costamare Inc.
|
| |
—
|
| |
52,361
|
|
| |
33.
|
| |
Costamare Inc.
|
| |
—
|
| |
62,500
|
|
| |
34.
|
| |
Adstone Marine Corp. et al.
|
| |
—
|
| |
—
|
|
| |
35.
|
| |
Amoroto et al.
|
| |
—
|
| |
33,700
|
|
| |
36.
|
| |
Benedict et al.
|
| |
—
|
| |
458,952
|
|
| |
37.
|
| |
Reddick Shipping Co. and Verandi Shipping Co.
|
| |
—
|
| |
43,500
|
|
| |
38.
|
| |
Quentin Shipping Co. and Sander Shipping Co.
|
| |
—
|
| |
85,000
|
|
| |
39.
|
| |
Greneta Marine Corp. et al.
|
| |
—
|
| |
30,000
|
|
| |
40.
|
| |
Bastian Shipping Co. et al.
|
| |
—
|
| |
—
|
|
| |
41.
|
| |
Adstone Marine Corp. et al.
|
| |
—
|
| |
82,885
|
|
| |
|
| |
Total Term Loans
|
| |
$1,550,472
|
| |
$1,821,944
|
B.
|
| |
Other financing arrangements
|
| |
803,589
|
| |
678,930
|
|||
C.
|
| |
Unsecured Bond Loan
|
| |
113,260
|
| |
106,660
|
|||
|
| |
|
| |
Total long-term debt
|
| |
$2,467,321
|
| |
$2,607,534
|
|
| |
|
| |
Less: Deferred financing costs
|
| |
(25,238)
|
| |
(22,913)
|
|
| |
|
| |
Total long-term debt, net
|
| |
2,442,083
|
| |
2,584,621
|
|
| |
|
| |
Less: Long-term debt current portion
|
| |
(278,326)
|
| |
(325,611)
|
|
| |
|
| |
Add: Deferred financing costs, current portion
|
| |
5,961
|
| |
5,497
|
|
| |
|
| |
Total long-term debt, non-current, net
|
| |
$2,169,718
|
| |
$2,264,507
|
Year ending December 31,
|
| |
Amount
|
2023
|
| |
$325,611
|
2024
|
| |
306,246
|
2025
|
| |
443,699
|
2026
|
| |
486,077
|
2027
|
| |
343,568
|
2028 and thereafter
|
| |
702,333
|
Total
|
| |
$2,607,534
|
Balance, January 1, 2021
|
| |
$14,080
|
Additions
|
| |
18,034
|
Amortization and write-off
|
| |
(6,704)
|
Transfers and other movements
|
| |
306
|
Balance, December 31, 2021
|
| |
$25,716
|
Additions
|
| |
7,347
|
Amortization and write-off
|
| |
(10,255)
|
Transfers and other movements
|
| |
105
|
Balance, December 31, 2022
|
| |
$22,913
|
Less: Current portion of financing costs
|
| |
(5,497)
|
Financing costs, non-current portion
|
| |
$17,416
|
|
| |
December 31,
2021
|
| |
December 31,
2022
|
Finance lease liabilities – current
|
| |
$16,858
|
| |
$—
|
Less: current portion of financing costs
|
| |
(182)
|
| |
—
|
Finance lease liabilities – non-current
|
| |
99,985
|
| |
—
|
Less: non-current portion of financing costs
|
| |
(296)
|
| |
—
|
Total
|
| |
$116,365
|
| |
$—
|
Year ending December 31,
|
| |
Amount
|
2023
|
| |
$2,564
|
2024
|
| |
(5,887)
|
2025
|
| |
(12,649)
|
2026
|
| |
(4,377)
|
Total
|
| |
$(20,349)
|
|
| |
December 31,
2021
|
| |
December 31,
2022
|
Hires collected in advance
|
| |
$19,173
|
| |
$16,906
|
Charter revenue resulting from varying charter rates
|
| |
38,524
|
| |
42,861
|
Total
|
| |
$57,697
|
| |
$59,767
|
Less current portion
|
| |
(23,830)
|
| |
(25,227)
|
Non-current portion
|
| |
$33,867
|
| |
$34,540
|
Year ending December 31,
|
| |
Amount
|
2023
|
| |
$832,687
|
2024
|
| |
757,998
|
2025
|
| |
651,507
|
2026
|
| |
374,428
|
2027
|
| |
223,638
|
2028 and thereafter
|
| |
504,571
|
Total
|
| |
$3,344,829
|
Temporary equity – Redeemable non-controlling interest in subsidiary
|
| |
Amount
|
Balance, January 1, 2022
|
| |
$—
|
Initial redeemable non-controlling interest in subsidiary
|
| |
3,750
|
Net loss attributable to non-controlling interest
|
| |
(263)
|
Balance, December 31, 2022
|
| |
$3,487
|
|
| |
For the year ended December 31,
|
||||||
|
| |
2020
|
| |
2021
|
| |
2022
|
|
| |
Basic LPS
|
| |
Basic EPS
|
| |
Basic EPS
|
Net income
|
| |
$8,877
|
| |
$435,121
|
| |
$554,692
|
Less: Net loss attributable to the non-controlling interest
|
| |
—
|
| |
—
|
| |
263
|
Net income attributable to Costamare Inc.
|
| |
8,877
|
| |
435,121
|
| |
554,955
|
Less: paid and accrued earnings allocated to Preferred Stock
|
| |
(31,082)
|
| |
(31,068)
|
| |
(31,068)
|
Add: gain from retirement of Preferred Stock
|
| |
619
|
| |
—
|
| |
—
|
Net income / (loss) available to common stockholders
|
| |
(21,586)
|
| |
404,053
|
| |
523,887
|
Weighted average number of common shares, basic and diluted
|
| |
120,696,130
|
| |
123,070,730
|
| |
122,964,358
|
Earnings / (losses) per common share, basic and diluted
|
| |
$(0.18)
|
| |
$3.28
|
| |
$4.26
|
|
| |
For the year ended December 31,
|
||||||
|
| |
2020
|
| |
2021
|
| |
2022
|
Interest expense
|
| |
$66,526
|
| |
$72,261
|
| |
$107,205
|
Interest capitalized
|
| |
(3,274)
|
| |
(465)
|
| |
—
|
Derivatives’ effect
|
| |
1,323
|
| |
6,417
|
| |
(483)
|
Amortization and write-off of financing costs
|
| |
3,645
|
| |
6,520
|
| |
10,255
|
Amortization of excluded component related to cash flow hedges
|
| |
—
|
| |
—
|
| |
1,286
|
Bank charges and other financing costs
|
| |
482
|
| |
1,314
|
| |
3,970
|
Total
|
| |
$68,702
|
| |
$86,047
|
| |
$122,233
|
Effective
date
|
| |
Termination
date
|
| |
Notional
amount
(Non-
amortizing)
on effective
date in Euro
|
| |
Notional
amount
(Non-
amortizing)
on effective
date in USD
|
| |
Fixed rate
(Costamare
receives in
Euro)
|
| |
Fixed rate
(Costamare
pays in
USD)
|
| |
Fair value
December 31,
2022
(in USD)
|
21/5/2021
|
| |
21/11/2025
|
| |
€50,000
|
| |
$61,175
|
| |
2.70%
|
| |
4.10%
|
| |
$(7,906)
|
25/5/2021
|
| |
21/11/2025
|
| |
€50,000
|
| |
$61,200
|
| |
2.70%
|
| |
4.05%
|
| |
$(7,992)
|
|
| |
|
| |
|
| |
|
| |
Total fair value
|
| |
$(15,898)
|
|
| |
Amount of Gain / (Loss) Recognized in
Accumulated OCI on Derivative
|
||||||
|
| |
2020
|
| |
2021
|
| |
2022
|
Interest rate swaps and cross-currency swaps
|
| |
$(8,129)
|
| |
$(754)
|
| |
$36,591
|
Interest rate caps (included component)
|
| |
—
|
| |
—
|
| |
4,495
|
Interest rate caps (excluded component)(1)
|
| |
—
|
| |
—
|
| |
6,700
|
Reclassification to Interest and finance costs
|
| |
1,323
|
| |
6,417
|
| |
(483)
|
Reclassification of amount excluded from the interest rate caps assessment
of hedge effectiveness based on an amortization approach to Interest and finance costs
|
| |
—
|
| |
—
|
| |
1,286
|
Amounts reclassified from Net settlements on interest rate swaps qualifying
for hedge accounting to Depreciation
|
| |
63
|
| |
63
|
| |
63
|
Total
|
| |
$(6,743)
|
| |
$5,726
|
| |
$48,652
|
(1)
|
Excluded component represents interest rate caps instruments time value.
|
|
| |
Location of Gain / (Loss)
Recognized in Income on Derivative
|
| |
Amount of Gain / (Loss)
Recognized in Income
on Derivative
|
||||||
|
| |
|
| |
2020
|
| |
2021
|
| |
2022
|
Non-hedging interest rate swaps
|
| |
Gain / (loss) on derivative instruments, net
|
| |
$(2,283)
|
| |
$(380)
|
| |
$(182)
|
Forward Freight Agreements
|
| |
Gain / (loss) on derivative instruments, net
|
| |
—
|
| |
—
|
| |
108
|
Bunker swap agreements
|
| |
Gain / (loss) on derivative instruments, net
|
| |
—
|
| |
—
|
| |
(12)
|
Forward currency contracts
|
| |
Gain / (loss) on derivative instruments, net
|
| |
337
|
| |
(866)
|
| |
2,784
|
Total
|
| |
|
| |
$(1,946)
|
| |
$(1,246)
|
| |
$2,698
|
|
| |
December 31,
2021
|
| |
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
| |
Significant
Other
Observable
Inputs
(Level 2)
|
| |
Unobservable
Inputs
(Level 3)
|
Recurring measurements:
|
| |
|
| |
|
| |
|
| |
|
Forward currency contracts-liability position
|
| |
$(406)
|
| |
$—
|
| |
$(406)
|
| |
$—
|
Interest rate swaps-liability position
|
| |
(4,145)
|
| |
—
|
| |
(4,145)
|
| |
—
|
Interest rate swaps-asset position
|
| |
3,429
|
| |
—
|
| |
3,429
|
| |
—
|
Cross-currency rate swaps-liability position
|
| |
(10,166)
|
| |
—
|
| |
(10,166)
|
| |
—
|
Total
|
| |
$(11,288)
|
| |
$—
|
| |
$(11,288)
|
| |
$—
|
|
| |
December 31,
2022
|
| |
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
| |
Significant
Other
Observable
Inputs
(Level 2)
|
| |
Unobservable
Inputs
(Level 3)
|
Recurring measurements:
|
| |
|
| |
|
| |
|
| |
|
Forward currency contracts-asset position
|
| |
$2,379
|
| |
$—
|
| |
$2,379
|
| |
$—
|
Forward Freight Agreements-asset position
|
| |
108
|
| |
—
|
| |
108
|
| |
—
|
Bunker swap agreements-liability position
|
| |
(12)
|
| |
—
|
| |
(12)
|
| |
—
|
Interest rate swaps-asset position
|
| |
35,877
|
| |
—
|
| |
35,877
|
| |
—
|
Interest rate caps-asset position
|
| |
24,939
|
| |
—
|
| |
24,939
|
| |
—
|
Cross-currency rate swaps-liability position
|
| |
(15,898)
|
| |
—
|
| |
(15,898)
|
| |
—
|
Total
|
| |
$47,393
|
| |
$—
|
| |
$47,393
|
| |
$—
|
(a)
|
Declaration and payment of dividends (common stock): On January 2, 2023, the Company declared a dividend of $0.115 per share on the common stock, which was
paid on February 7, 2023, to holders of record of common stock as of January 20,
2023.
|
(b)
|
Declaration and payment of dividends (preferred stock Series B, Series C, Series D and
Series E): On January 2, 2023, the Company declared a dividend of
$0.476563 per share on the Series B Preferred Stock, $0.531250 per share on the Series C Preferred Stock, $0.546875 per share on the Series D Preferred Stock and $0.554688 per share on the Series E Preferred Stock, which were all paid
on January 17, 2023 to holders of record as of January 13, 2023.
|
(c)
|
Vessels’ sale: On January 9, 2023, based on a Memorandum of Agreement the Company entered into on September 17, 2022, the container vessel Maersk Kalamata was delivered to her buyers (Note 7). On February 23, 2023, based on a
Memorandum of Agreement the Company entered into on September 17, 2022, the container vessel Sealand Washington was delivered to her buyers (Note 7). On February 23, 2023, the Company
agreed to sell the dry bulk vessel Taibo, which will be delivered to her buyers in the second quarter of 2023. On March 17, 2023,
the Company agreed to sell the dry bulk vessel Miner which was
delivered to her buyers on March 31, 2023.
|
(d)
|
Drawdowns of loan facilities: (i) On
January 4, 2023, Bastian Shipping Co., Cadence Shipping Co., Evantone Shipping Co. and Fortrose Shipping Co. drew down the
aggregate amount of $130,180 related to the term loan discussed in Note 11.A.40 in order to refinance two term loan discussed in Notes 11.A.5
and 11.A.17 and for general corporate purposes. (ii) On January 9, 2023, Adele Shipping Co., Tatum Shipping Co. and Singleton Shipping Co., drew down the aggregate amount of $82,700 related to the term loan discussed in Note 11.A.40 in order to refinance two term loan discussed in
Notes 11.A.2 and 11.A.6
and for general corporate purposes. (iii) On January 11, 2023, Raymond Shipping Co., Terance Shipping Co. and Undine Shipping
Co. drew down the aggregate amount of $109,950 related to the term loan discussed in Note 11.A.40 in order to refinance the term
loan discussed in Note 11.A.7 and for general corporate purposes.
|
(e)
|
Contingencies – Other: In
relation to a case discussed in Note 14(d), on February 8, 2023, the Company’s subsidiary, together with the other containership company, reached an agreement to resolve a putative class action claim for economic losses and property damage allegedly
incurred by individuals and businesses affected by the oil spill, which is subject to court approval. On February 27, 2023, the
Company’s subsidiary, together with the other containership company, reached an agreement to resolve claims asserted by Amplify and subrogation claims by Amplify’s property damage and loss of production insurers. In connection with
these settlements, neither the Company’s subsidiary or Costamare Shipping have admitted liability. The Company believes that any payments that will be required under these settlement agreements will be fully covered by insurance.
|