Title of Each Class
|
|
Trading Symbol(s)
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.0001 par value per share
|
|
CMRE
|
|
New York Stock Exchange
|
Preferred stock purchase rights
|
|
|
|
New York Stock Exchange
|
Series B Preferred Shares, $0.0001 par value per share
|
|
CMRE.PRB
|
|
New York Stock Exchange
|
Series C Preferred Shares, $0.0001 par value per share
|
|
CMRE.PRC
|
|
New York Stock Exchange
|
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 ☐
|
Accelerated filer ☒
|
Non-accelerated filer ☐
|
Emerging growth company ☐
|
ii
|
|||
iii
|
|||
1
|
|||
ITEM 1.
|
1
|
||
ITEM 2.
|
1
|
||
ITEM 3.
|
1
|
||
ITEM 4.
|
43
|
||
ITEM 4.A.
|
69
|
||
ITEM 5.
|
69
|
||
ITEM 6.
|
105
|
||
ITEM 7.
|
110
|
||
ITEM 8.
|
119
|
||
ITEM 9.
|
122
|
||
ITEM 10.
|
122
|
||
ITEM 11.
|
139
|
||
ITEM 12.
|
142
|
||
143
|
|||
ITEM 13.
|
143
|
||
ITEM 14.
|
143
|
||
ITEM 15.
|
143
|
||
ITEM 16.A.
|
144
|
||
ITEM 16.B.
|
144
|
||
ITEM 16.C.
|
144
|
||
ITEM 16.D.
|
145
|
||
ITEM 16.E.
|
145
|
||
ITEM 16.F.
|
146
|
||
ITEM 16.G.
|
146
|
||
ITEM 16.H.
|
147
|
||
ITEM 16.I.
|
147
|
||
ITEM 16.K.
|
147
|
||
149
|
|||
ITEM 17.
|
149
|
||
ITEM 18.
|
149
|
||
ITEM 19.
|
149
|
||
152
|
|
• |
“Costamare”, the “Company”, “we”, “our”, “us” or similar terms are used for convenience to 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”), 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”) or the context otherwise indicates, 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 19, 2024.
|
|
• |
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;
|
|
• |
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 epidemics or pandemics, including any new outbreaks or variants of COVID-19 that may emerge;
|
|
• |
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;
|
|
• |
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.
|
ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|
ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE
|
ITEM 3. |
KEY INFORMATION
|
|
• |
Our profitability will be dependent on the level of charter rates in the international shipping industry which are based on macroeconomic factors outside of 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 on favorable terms with established companies or new entrants that may have
greater resources and access to capital;
|
|
• |
The operation of dry bulk vessels entails certain unique operational risks, which could affect our business, financial condition, results of operations and ability to pay dividends;
|
|
• |
Disruptions in global markets from terrorist attacks, regional armed conflicts, general political unrest and the resulting governmental action could have a material adverse impact on our results
of operations, financial condition and cash flows; and
|
|
• |
A decrease in the level of China’s export of goods and import of raw materials could have a material adverse impact on our charterers’ business and in turn, could cause a material adverse impact
on our results of operations, financial condition and cash flows.
|
|
• |
Delay in the delivery or cancelation of any secondhand vessels we may agree to acquire, or any future newbuild vessel orders, could adversely affect our results of operations, financial condition
and earnings;
|
|
• |
We are 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;
|
|
• |
The increased volatility of our new dry bulk operating platform may have a material adverse effect on 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;
|
|
• |
Our investment in the leasing business exposes us to financial and counterparty risks, which could adversely affect our business, financial position, results of operations and cash flow;
|
|
• |
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 wages and other vessel operating costs;
|
|
• |
Fuel, or bunker, 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, which may reduce or eliminate the amount of cash available for distribution to our stockholders;
|
|
• |
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;
|
|
• |
We are subject to regulation and liability under environmental and operational safety laws that could require significant expenditures and affect our cash flows and net income;
|
|
• |
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 initial outbreak and resurgences of COVID-19;
|
|
• |
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 or terrorist attacks including the recent Houthi seizures and attacks on commercial vessels in the Red Sea, the Gulf of Aden, the Persian Gulf and the Arabian Sea;
|
|
• |
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 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;
|
|
• |
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 and outstanding 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.
|
|
• |
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;
|
|
• |
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
|
|
• |
our debt level may limit our flexibility in responding to changing business and economic conditions.
|
|
• |
renew existing charters upon their expiration;
|
|
• |
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);
|
|
• |
maintain satisfactory relationships with our charterers and suppliers;
|
|
• |
operate our fleet efficiently; or
|
|
• |
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;
|
|
• |
terrorist acts;
|
|
• |
future sales of our stock or other securities;
|
|
• |
investors’ perceptions of us and the international shipping industry;
|
|
• |
the general state of the securities markets; and
|
|
• |
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 and other counterparties 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 continuation of COVID-19, new variants or future pandemics;
|
|
• |
prevailing global and regional economic and political conditions, including the conflict between Russia and Ukraine, the conflict between Israel and Hamas and the Red Sea crisis;
|
|
• |
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; 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.
|
ITEM 4. |
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(i)
|
Evergreen
|
2016
|
14,424
|
(*)
|
April 2026
|
3
|
TALOS(i)
|
Evergreen
|
2016
|
14,424
|
(*)
|
July 2026
|
4
|
TAURUS(i)
|
Evergreen
|
2016
|
14,424
|
(*)
|
August 2026
|
5
|
THESEUS(i)
|
Evergreen
|
2016
|
14,424
|
(*)
|
August 2026
|
6
|
YM TRIUMPH(i)
|
Yang Ming
|
2020
|
12,690
|
(*)
|
May 2030
|
7
|
YM TRUTH(i)
|
Yang Ming
|
2020
|
12,690
|
(*)
|
May 2030
|
8
|
YM TOTALITY(i)
|
Yang Ming
|
2020
|
12,690
|
(*)
|
July 2030
|
9
|
YM TARGET(i)
|
Yang Ming
|
2021
|
12,690
|
(*)
|
November 2030
|
10
|
YM TIPTOP(i)
|
Yang Ming
|
2021
|
12,690
|
(*)
|
March 2031
|
11
|
CAPE AKRITAS
|
MSC
|
2016
|
11,010
|
33,000
|
August 2031
|
12
|
CAPE TAINARO
|
MSC
|
2017
|
11,010
|
33,000
|
April 2031
|
13
|
CAPE KORTIA
|
MSC
|
2017
|
11,010
|
33,000
|
August 2031
|
14
|
CAPE SOUNIO
|
MSC
|
2017
|
11,010
|
33,000
|
April 2031
|
15
|
CAPE ARTEMISIO
|
Hapag Lloyd / (*)
|
2017
|
11,010
|
36,650 / (*)
|
March 2030(3)
|
16
|
ZIM SHANGHAI
|
ZIM
|
2006
|
9,469
|
72,700
|
July 2025
|
17
|
ZIM YANTIAN
|
ZIM
|
2006
|
9,469
|
72,700
|
June 2025
|
18
|
YANTIAN
|
COSCO
|
2006
|
9,469
|
(*)
|
April 2026
|
19
|
COSCO HELLAS
|
COSCO
|
2006
|
9,469
|
(*)
|
July 2026
|
20
|
BEIJING
|
COSCO
|
2006
|
9,469
|
(*)
|
June 2026
|
21
|
MSC AZOV
|
MSC
|
2014
|
9,403
|
35,300
|
December 2026
|
22
|
MSC AMALFI
|
MSC
|
2014
|
9,403
|
35,300
|
March 2027
|
23
|
MSC AJACCIO
|
MSC
|
2014
|
9,403
|
35,300
|
February 2027
|
24
|
MSC ATHENS
|
MSC
|
2013
|
8,827
|
35,300
|
January 2026
|
Vessel Name | Charterer |
Year
Built
|
Capacity
(TEU) |
Current Daily
Charter Rate(1)
(U.S. dollars)
|
Expiration of
Charter(2)
|
|
25
|
MSC ATHOS
|
MSC
|
2013
|
8,827
|
35,300
|
February 2026
|
26
|
VALOR
|
Hapag Lloyd / (*)
|
2013
|
8,827
|
32,400 / (*)
|
April 2030(4)
|
27
|
VALUE
|
Hapag Lloyd / (*)
|
2013
|
8,827
|
32,400 / (*)
|
April 2030(5)
|
28
|
VALIANT
|
Hapag Lloyd / (*)
|
2013
|
8,827
|
32,400 / (*)
|
June 2030(6)
|
29
|
VALENCE
|
Hapag Lloyd / (*)
|
2013
|
8,827
|
32,400 / (*)
|
July 2030(7)
|
30
|
VANTAGE
|
Hapag Lloyd / (*)
|
2013
|
8,827
|
32,400 / (*)
|
September 2030(8)
|
31
|
NAVARINO
|
MSC/ (*)
|
2010
|
8,531
|
31,000 / (*)
|
March 2029(9)
|
32
|
KLEVEN
|
MSC
|
1996
|
8,044
|
41,500
|
November 2026
|
33
|
KOTKA
|
MSC
|
1996
|
8,044
|
41,500
|
December 2026
|
34
|
MAERSK KOWLOON
|
Maersk
|
2005
|
7,471
|
18,500
|
August 2025
|
35
|
KURE
|
MSC
|
1996
|
7,403
|
41,500
|
July 2026
|
36
|
METHONI
|
Maersk
|
2003
|
6,724
|
46,500
|
August 2026
|
37
|
PORTO CHELI
|
Maersk
|
2001
|
6,712
|
30,075
|
June 2026
|
38
|
ZIM TAMPA
|
ZIM
|
2000
|
6,648
|
45,000
|
July 2025
|
39
|
ZIM VIETNAM
|
ZIM
|
2003
|
6,644
|
53,000
|
October 2025
|
40
|
ZIM AMERICA
|
ZIM
|
2003
|
6,644
|
53,000
|
October 2025
|
41
|
ARIES
|
(*)
|
2004
|
6,492
|
58,500
|
March 2026
|
42
|
ARGUS
|
(*)
|
2004
|
6,492
|
58,500
|
April 2026
|
43
|
PORTO KAGIO
|
Maersk
|
2002
|
5,908
|
28,822
|
June 2026
|
44
|
GLEN CANYON
|
ZIM
|
2006
|
5,642
|
62,500
|
June 2025
|
45
|
PORTO GERMENO
|
Maersk
|
2002
|
5,570
|
28,822
|
June 2026
|
46
|
LEONIDIO
|
Maersk
|
2014
|
4,957
|
14,200
|
December 2024(10)
|
47
|
KYPARISSIA
|
Maersk
|
2014
|
4,957
|
14,200
|
November 2024(10)
|
48
|
MEGALOPOLIS
|
Maersk
|
2013
|
4,957
|
13,500
|
July 2025(11)
|
49
|
MARATHOPOLIS
|
Maersk
|
2013
|
4,957
|
13,500
|
July 2025(11)
|
50
|
GIALOVA
|
ZIM
|
2009
|
4,578
|
25,500
|
April 2024
|
51
|
DYROS
|
Maersk
|
2008
|
4,578
|
17,500
|
February 2025
|
52
|
NORFOLK
|
(*)
|
2009
|
4,259
|
(*)
|
March 2025
|
53
|
VULPECULA
|
ZIM
|
2010
|
4,258
|
43,250 (on average)
|
May 2028(12)
|
54
|
VOLANS
|
Hapag Lloyd
|
2010
|
4,258
|
21,750
|
June 2024
|
55
|
VIRGO
|
Maersk
|
2009
|
4,258
|
21,500
|
March 2025
|
56
|
VELA
|
ZIM
|
2009
|
4,258
|
43,250 (on average)
|
April 2028(13)
|
57
|
ANDROUSA
|
(*)
|
2010
|
4,256
|
(*)
|
May 2024
|
58
|
NEOKASTRO
|
CMA CGM
|
2011
|
4,178
|
39,000
|
February 2027
|
59
|
ULSAN
|
Maersk
|
2002
|
4,132
|
34,730
|
January 2026
|
60
|
POLAR BRASIL(i)
|
Maersk
|
2018
|
3,800
|
19,700
|
January 2025(14)
|
61
|
LAKONIA
|
COSCO
|
2004
|
2,586
|
26,500
|
March 2025
|
62
|
SCORPIUS
|
Hapag Lloyd
|
2007
|
2,572
|
17,750
|
May 2024
|
63
|
ETOILE
|
(*)
|
2005
|
2,556
|
(*)
|
June 2026
|
64
|
AREOPOLIS
|
COSCO
|
2000
|
2,474
|
26,500
|
April 2025
|
65
|
ARKADIA
|
Swire Shipping
|
2001
|
1,550
|
14,250
|
April 2024
|
66
|
MICHIGAN
|
(*)
|
2008
|
1,300
|
(*)
|
October 2025
|
67
|
TRADER
|
(*)/(*)
|
2008
|
1,300
|
(*)/(*)
|
October 2026(15)
|
68
|
LUEBECK
|
MSC / (*)
|
2001
|
1,078
|
15,000 / (*)
|
April 2026(16)
|
(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) |
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.
|
(5) |
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.
|
(6) |
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.
|
(7) |
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.
|
(8) |
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.
|
(9) |
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.
|
(10) |
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.
|
(11) |
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.
|
(12) |
Vulpecula is currently chartered to ZIM under a charterparty agreement which commenced in May 2023. The tenor of the charter is for a period of 60 to 64 months at a daily rate of $43,250, on average.
For this charter, the daily rate will be $99,000 for the first 12 month period, $91,250 for the second 12 month period, $10,000 for the third 12 month period and $8,000 for the remaining duration of the charter.
|
(13) |
Vela is currently chartered to ZIM under a charterparty agreement which commenced in April 2023. The tenor of the charter is for a period of 60 to 64 months at a daily rate of $43,250, on average. For this charter,
the daily rate will be $99,000 for the first 12 month period, $91,250 for the second 12 month period, $10,000 for the third 12 month period and $8,000 for the remaining duration of the charter.
|
(14) |
Charterer has the option to extend the current time charter for three additional one-year periods at a daily rate of $21,000.
|
(15) |
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.
|
(16) |
Luebeck is currently chartered to MSC at a daily rate of $15,000 until April 2024 at the earliest. Upon redelivery of the vessel from MSC
the vessel will commence a new charter with a leading liner company for a period of 24 to
26 months at an undisclosed rate.
|
(i) |
Denotes vessels subject to a sale and leaseback transaction.
|
(*) |
Denotes charterer’s identity and/or current daily charter rates and/or charter expiration dates, which are treated as confidential.
|
Vessel Name
|
Year Built
|
Capacity
(DWT)
|
|
1
|
MIRACLE (ex. IRON MIRACLE)
|
2011
|
180,643
|
2
|
DORADO
|
2011
|
179,842
|
3
|
ENNA
|
2011
|
175,975
|
4
|
AEOLIAN
|
2012
|
83,478
|
5
|
GRENETA
|
2010
|
82,166
|
6
|
HYDRUS
|
2011
|
81,601
|
7
|
PHOENIX
|
2012
|
81,569
|
8
|
BUILDER
|
2012
|
81,541
|
9
|
FARMER
|
2012
|
81,541
|
10
|
SAUVAN
|
2010
|
79,700
|
11
|
ROSE
|
2008
|
76,619
|
12
|
MERCHIA
|
2015
|
63,800
|
13
|
SEABIRD
|
2016
|
63,553
|
14
|
DAWN
|
2018
|
63,530
|
15
|
ORION
|
2015
|
63,473
|
16
|
DAMON
|
2012
|
63,227
|
17
|
ARYA
|
2013
|
61,424
|
18
|
TITAN I
|
2009
|
58,090
|
19
|
ERACLE
|
2012
|
58,018
|
20
|
PYTHIAS
|
2010
|
58,018
|
21
|
NORMA
|
2010
|
58,018
|
22
|
ORACLE
|
2009
|
57,970
|
23
|
CURACAO
|
2011
|
57,937
|
24
|
URUGUAY
|
2011
|
57,937
|
25
|
ATHENA
|
2012
|
57,809
|
26
|
SERENA
|
2010
|
57,266
|
27
|
LIBRA
|
2010
|
56,729
|
28
|
CLARA
|
2008
|
56,557
|
29
|
BERMONDI
|
2009
|
55,469
|
30
|
VERITY
|
2012
|
37,163
|
31
|
PARITY
|
2012
|
37,152
|
32
|
ACUITY
|
2011
|
37,149
|
33
|
EQUITY
|
2013
|
37,071
|
34
|
DISCOVERY
|
2012
|
37,019
|
35
|
BERNIS
|
2011
|
34,627
|
36
|
ADVENTURE(i)
|
2011
|
33,755
|
37
|
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, 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 17 of our containerships and 19 of our dry bulk vessels;
|
|
• |
V.Ships Shanghai provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to five of our containerships and one 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;
|
|
• |
FML provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to 11 of our dry bulk vessels;
|
|
• |
Synergy provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to one of our dry bulk vessels;
|
|
• |
Navilands provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to three of our dry bulk vessels and to five container vessels; and
|
|
• |
Navilands (Shanghai) provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to two of our dry bulk vessels and to five container vessels.
|
2024
|
2025
|
2026
|
2027
|
2028
|
||||||||||||||||
Number of Containerships
|
11
|
13
|
18
|
8
|
15
|
|||||||||||||||
Number of Dry Bulk Vessels
|
7
|
8
|
9
|
13
|
12
|
(1) |
Excludes one dry bulk vessel that we have agreed to sell which has been classified as asset 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.
|
ITEM 4.A. |
UNRESOLVED STAFF COMMENTS
|
ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
2024
|
2025
|
2026
|
2027
|
2028
|
2029
|
2030 - 2033
|
||||||||||||||||||||||
No. of Vessels whose Charters Expire(1)(2)
|
51
|
14
|
24
|
3
|
2
|
1
|
15
|
|||||||||||||||||||||
No. of Containerships whose Charters Expire
|
9
|
14
|
24
|
3
|
2
|
1
|
15
|
|||||||||||||||||||||
No. of Dry Bulk Vessels whose Charters Expire(1)(2)
|
42
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
TEU of Expiring Containership Charters
|
35,964
|
76,302
|
198,043
|
22,984
|
8,516
|
8,531
|
162,635
|
|||||||||||||||||||||
DWT of Expiring Dry Bulk Vessel Charters
|
2,604,720
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
Contracted Days
|
25,952
|
18,916
|
11,633 |
6,730
|
6,067
|
5,535
|
4,246
|
|||||||||||||||||||||
Available Days
|
14,230
|
19,774
|
26,819 |
30,865
|
31,631
|
32,060
|
138,322
|
|||||||||||||||||||||
Contracted/Total Days
|
64.6
|
%
|
48.9
|
%
|
30.3 |
%
|
17.9
|
%
|
16.1
|
%
|
14.7
|
%
|
3.0
|
%
|
||||||||||||||
Containership Contracted/Total Containership Days (TEU -adjusted)(3)
|
96.1
|
%
|
85.8
|
%
|
57.6 |
%
|
37.4
|
%
|
35.5
|
%
|
33.5
|
%
|
6.9
|
%
|
||||||||||||||
Dry Bulk Vessel Contracted/Total Dry Bulk Vessel Days (dwt-adjusted)(4)
|
24.5
|
%
|
—
|
—
|
—
|
—
|
—
|
—
|
(1) |
Includes one dry bulk vessel with no employment as at December 31, 2023.
|
(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. Adventure, Konstantinos, Manzanillo, and Progress are classified as held for sale and therefore the available days are
calculated up to December 2, 2024, December 14, 2024, December 18, 2024 and December 20, 2024, respectively.
|
(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 19, 2024, our containership fleet
amounted to a total of 68 vessels and our dry bulk fleet amount to a total of 37.
|
|
• |
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 long-term charters are less susceptible to cyclical containership charter rates than vessels
operated on shorter-term charters, such as spot charters. We are exposed to varying charter rate environments when our chartering arrangements expire and we seek to deploy our vessels under new charters. As illustrated in the table
above under “—Overview”, we aim to reduce our exposure to any one particular rate environment and point in the shipping cycle on the containership sector by staggering the maturities of our vessels’ charters, while in the dry bulk
sector we operate our vessels primarily on short term time charters, index-linked time charters, or voyage charters. See “—Voyage Revenue”.
|
|
• |
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 2021, 2022 and 2023 our fleet utilization for each year was 99.3%, 98.4% and 98.9%,
respectively. More specifically, in 2023 our containerships fleet utilization rate was 99.0% and our dry bulk fleet utilization rate was 98.7%. 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.
Furthermore, such expenses include the cost of chartering-in vessels by CBI along with the associated voyage expenses for such vessels which are subsequently employed under voyage charters. 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.
|
|
• |
Financing Expenses. We rely on external financing mainly
from banks and other financing institutions, which we primarily use for the acquisition of vessels and refinancing of maturing financing facilities. We proactively seek to hedge the associated interest rate exposure, subject to market
conditions, in an effort to minimize the embedded volatility in interest rate expenses.
|
Year Ended December 31,
|
||||||||||||||||||||
2019
|
2020
|
2021
|
2022
|
2023
|
||||||||||||||||
(Expressed in thousands of U.S. dollars, except for share and per share data)
|
||||||||||||||||||||
STATEMENT OF OPERATIONS
|
||||||||||||||||||||
Revenues:
|
||||||||||||||||||||
Voyage revenue
|
$
|
478,109
|
$
|
460,319
|
$
|
793,639
|
$
|
1,113,859
|
$
|
1,502,491
|
||||||||||
Income from investments in leaseback vessels
|
—
|
—
|
—
|
—
|
8,915
|
|||||||||||||||
Total revenues
|
478,109
|
460,319
|
793,639
|
1,113,859
|
1,511,406
|
|||||||||||||||
Expenses:
|
||||||||||||||||||||
Voyage expenses
|
5,291
|
7,372
|
13,311
|
49,069
|
275,856
|
|||||||||||||||
Charter-in hire expenses
|
—
|
—
|
—
|
—
|
340,926
|
|||||||||||||||
Voyage expenses-related parties
|
5,282
|
6,516
|
11,089
|
15,418
|
13,993
|
|||||||||||||||
Vessels’ operating expenses
|
116,101
|
117,054
|
179,981
|
269,231
|
258,088
|
|||||||||||||||
General and administrative expenses
|
5,551
|
7,360
|
9,405
|
12,440
|
18,366
|
|||||||||||||||
General and administrative expenses-non-cash component
|
3,879
|
3,655
|
7,414
|
7,089
|
5,850
|
|||||||||||||||
Management and agency fees-related parties
|
21,319
|
21,616
|
29,621
|
46,735
|
56,254
|
|||||||||||||||
Amortization of dry-docking and special survey costs
|
8,948
|
9,056
|
10,433
|
13,486
|
19,782
|
|||||||||||||||
Depreciation
|
113,462
|
108,700
|
136,958
|
165,998
|
166,340
|
|||||||||||||||
(Gain) / loss on sale of vessels, net
|
19,589
|
79,120
|
(45,894
|
)
|
(126,336
|
)
|
(112,220
|
)
|
||||||||||||
Loss on vessel held for sale
|
2,495
|
7,665
|
—
|
—
|
2,305
|
|||||||||||||||
Vessels’ impairment loss
|
3,042
|
31,577
|
—
|
1,691
|
434
|
|||||||||||||||
Foreign exchange (gains) / losses, net
|
27
|
300
|
(29
|
)
|
(3,208
|
)
|
(2,576
|
)
|
||||||||||||
Operating income
|
$
|
173,123
|
$
|
60,328
|
$
|
441,350
|
$
|
662,246
|
$
|
468,008
|
||||||||||
Other Income / (expenses):
|
||||||||||||||||||||
Interest income
|
$
|
3,349
|
$
|
1,827
|
$
|
1,587
|
$
|
5,956
|
$
|
32,447
|
||||||||||
Interest and finance costs
|
(89,007
|
)
|
(68,702
|
)
|
(86,047
|
)
|
(122,233
|
)
|
(144,429
|
)
|
||||||||||
Swaps breakage cost
|
(16
|
)
|
(6
|
)
|
—
|
—
|
—
|
|||||||||||||
Equity gain on investments
|
11,369
|
16,195
|
12,859
|
2,296
|
764
|
|||||||||||||||
Gain on sale of equity securities
|
—
|
—
|
60,161
|
—
|
—
|
|||||||||||||||
Dividend income from investment in equity securities
|
—
|
—
|
1,833
|
—
|
—
|
|||||||||||||||
Other, net
|
784
|
1,181
|
4,624
|
3,729
|
6,941
|
|||||||||||||||
Gain / (loss) on derivative instruments, net
|
(603
|
)
|
(1,946
|
)
|
(1,246
|
)
|
2,698
|
17,288
|
||||||||||||
Total other expenses
|
$
|
(74,124
|
)
|
$
|
(51,451
|
)
|
$
|
(6,229
|
)
|
$
|
(107,554
|
)
|
$
|
(86,989
|
)
|
|||||
Net Income
|
$
|
98,999
|
$
|
8,877
|
$
|
435,121
|
$
|
554,692
|
$
|
381,019
|
||||||||||
Earnings allocated to Preferred Stock
|
$
|
(31,269
|
)
|
$
|
(31,082
|
)
|
$
|
(31,068
|
)
|
(31,068
|
)
|
(31,068
|
)
|
|||||||
Gain on retirement of Preferred Stock
|
—
|
619
|
—
|
—
|
—
|
|||||||||||||||
Net loss attributable to the non-controlling interest
|
—
|
—
|
—
|
263
|
4,730
|
|||||||||||||||
Net income / (loss) available to Common Stockholders
|
$
|
67,730
|
$
|
(21,586
|
)
|
$
|
404,053
|
$
|
523,887
|
$
|
354,681
|
|||||||||
Earnings / (loss) per common share, basic and diluted
|
$
|
0.59
|
$
|
(0.18
|
)
|
$
|
3.28
|
$
|
4.26
|
$
|
2.95
|
|||||||||
Weighted average number of shares, basic and diluted
|
115,747,452
|
120,696,130
|
123,070,730
|
122,964,358
|
120,299,172
|
|||||||||||||||
OTHER FINANCIAL DATA
|
||||||||||||||||||||
Net cash provided by operating
activities
|
$
|
250,391
|
$
|
274,284
|
$
|
466,494
|
$
|
581,593
|
$
|
331,368
|
||||||||||
Net cash provided by / (used in) investing activities
|
(8,858
|
)
|
(36,397
|
)
|
(787,456
|
)
|
42,488
|
79,093
|
||||||||||||
Net cash provided by / (used in) financing activities
|
(212,153
|
)
|
(241,862
|
)
|
482,594
|
(166,051
|
)
|
(396,815
|
)
|
|||||||||||
Net increase / (decrease) in cash, cash equivalents and restricted cash
|
29,380
|
(3,975
|
)
|
161,632
|
458,030
|
13,646
|
||||||||||||||
Dividends paid
|
(58,655
|
)
|
(65,470
|
)
|
(71,263
|
)
|
(119,548
|
)
|
(71,867
|
)
|
||||||||||
BALANCE SHEET DATA (at year end)
|
||||||||||||||||||||
Total current assets
|
$
|
197,244
|
$
|
192,050
|
$
|
426,124
|
$
|
1,014,622
|
$
|
1,117,661
|
||||||||||
Total assets
|
3,011,958
|
3,010,516
|
4,407,041
|
4,896,229
|
5,287,022
|
|||||||||||||||
Total current liabilities
|
266,534
|
206,974
|
370,027
|
423,090
|
662,770
|
|||||||||||||||
Total long-term debt and finance lease liability, including current portion
|
1,426,162
|
1,465,619
|
2,467,321
|
2,607,534
|
2,391,644
|
|||||||||||||||
Temporary equity – Redeemable non-controlling interest in subsidiary
|
—
|
—
|
—
|
3,487
|
629
|
|||||||||||||||
Common stock
|
12
|
12
|
12
|
12
|
13
|
|||||||||||||||
Total stockholders’ equity/net assets
|
1,410,728
|
1,348,820
|
1,725,899
|
2,156,950
|
2,438,760
|
Average for the Year Ended December 31,
|
||||||||||||||||||||
2019
|
2020
|
2021
|
2022
|
2023
|
||||||||||||||||
FLEET DATA
|
||||||||||||||||||||
Number of vessels
|
60.3
|
60.0
|
83.6
|
116.7
|
111.4
|
|||||||||||||||
TEU capacity (of our containerships)
|
403,930
|
417,980
|
521,389
|
542,264
|
514,978
|
|||||||||||||||
DWT capacity (of our dry bulk vessels)*
|
—
|
—
|
1,252,917
|
2,442,106
|
2,508,358
|
* |
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.
|
|
Year
ended December 31,
|
Change
|
Percentage
Change
|
|||||||||||||
(Expressed in millions of U.S. dollars,
except percentages)
|
2022
|
2023
|
||||||||||||||
Voyage revenue
|
$
|
1,113.9
|
$
|
1,502.5
|
$
|
388.6
|
34.9
|
%
|
||||||||
Income from investments in lease back vessels
|
-
|
8.9
|
8.9
|
n.m.
|
||||||||||||
Voyage expenses
|
(49.1
|
)
|
(275.9
|
)
|
226.8
|
n.m.
|
||||||||||
Charter-in hire expenses
|
-
|
(340.9
|
)
|
340.9
|
n.m.
|
|||||||||||
Voyage expenses – related parties
|
(15.4
|
)
|
(14.0
|
)
|
(1.4
|
)
|
(9.1
|
%)
|
||||||||
Vessels’ operating expenses
|
(269.2
|
)
|
(258.1
|
)
|
(11.1
|
)
|
(4.1
|
%)
|
||||||||
General and administrative expenses
|
(12.4
|
)
|
(18.4
|
)
|
6.0
|
48.4
|
%
|
|||||||||
Management and agency fees – related parties
|
(46.7
|
)
|
(56.3
|
)
|
9.6
|
20.6
|
%
|
|||||||||
General and administrative expenses – non-cash component
|
(7.1
|
)
|
(5.8
|
)
|
(1.3
|
)
|
(18.3
|
%)
|
||||||||
Amortization of dry-docking and special survey costs
|
(13.5
|
)
|
(19.8
|
)
|
6.3
|
46.7
|
%
|
|||||||||
Depreciation
|
(166.0
|
)
|
(166.3
|
)
|
0.3
|
0.2
|
%
|
|||||||||
Gain on sale of vessels, net
|
126.3
|
112.2
|
(14.1
|
)
|
(11.2
|
%)
|
||||||||||
Loss on vessels held for sale
|
-
|
(2.3
|
)
|
2.3
|
n.m.
|
|||||||||||
Vessels’ impairment loss
|
(1.7
|
)
|
(0.4
|
)
|
(1.3
|
)
|
(76.5
|
%)
|
||||||||
Foreign exchange gains
|
3.2
|
2.6
|
(0.6
|
)
|
(18.8
|
%)
|
||||||||||
Interest income
|
5.9
|
32.4
|
26.5
|
n.m.
|
||||||||||||
Interest and finance costs
|
(122.2
|
)
|
(144.4
|
)
|
22.2
|
18.2
|
%
|
|||||||||
Income from equity method investments
|
2.3
|
0.8
|
(1.5
|
)
|
(65.2
|
%)
|
||||||||||
Other
|
3.7
|
6.9
|
3.2
|
86.5
|
%
|
|||||||||||
Gain on derivative instruments, net
|
2.7
|
17.3
|
14.6
|
n.m.
|
||||||||||||
Net Income
|
$
|
554.7
|
$
|
381.0
|
|
Year
ended December 31,
|
Change
|
Percentage
Change
|
|||||||||||||
Vessels’ operational data
|
2022
|
2023
|
||||||||||||||
Average number of vessels
|
116.7
|
111.4
|
(5.3
|
)
|
(4.5
|
%)
|
||||||||||
Ownership days
|
42,595
|
40,652
|
(1,943
|
)
|
(4.6
|
%)
|
||||||||||
Number of vessels under dry-docking and special survey
|
23
|
25
|
2
|
Year ended December 31, 2022
|
||||||||||||||||||||||||
Container
vessels |
Dry bulk
vessels
|
CBI
|
Other
|
Eliminations
|
Total
|
|||||||||||||||||||
(Expressed in millions of U.S. dollars)
|
||||||||||||||||||||||||
Voyage revenue
|
$
|
797.4
|
$
|
316.1
|
$
|
0.4
|
$
|
—
|
$
|
—
|
$
|
1,113.9
|
||||||||||||
Intersegment voyage revenue
|
—
|
0.8
|
—
|
—
|
(0.8
|
)
|
—
|
|||||||||||||||||
Amortization of dry-docking and special survey costs
|
(11.8
|
)
|
(1.7
|
)
|
—
|
—
|
—
|
(13.5
|
)
|
|||||||||||||||
Depreciation
|
(126.3
|
)
|
(39.7
|
)
|
—
|
—
|
—
|
(166.0
|
)
|
|||||||||||||||
Interest income
|
3.6
|
2.3
|
—
|
—
|
—
|
5.9
|
||||||||||||||||||
Interest and finance costs
|
(101.9
|
)
|
(20.3
|
)
|
—
|
—
|
—
|
(122.2
|
)
|
|||||||||||||||
Income from equity method investments
|
—
|
—
|
—
|
2.3
|
—
|
2.3
|
||||||||||||||||||
Net Income / (loss)
|
$
|
458.5
|
$
|
97.4
|
$
|
(3.5
|
)
|
$
|
2.3
|
$
|
—
|
$
|
554.7
|
Year ended December 31, 2023
|
||||||||||||||||||||||||||||
Container
vessels
|
Dry bulk
vessels
|
CBI
|
NML
|
Other
|
Eliminations
|
Total
|
||||||||||||||||||||||
(Expressed in millions of U.S. dollars)
|
||||||||||||||||||||||||||||
Voyage revenue
|
$
|
839.4
|
$
|
155.9
|
$
|
507.2
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
1,502.5
|
||||||||||||||
Intersegment voyage revenue
|
—
|
11.9
|
—
|
—
|
—
|
(11.9
|
)
|
—
|
||||||||||||||||||||
Income from investments in leaseback vessels
|
—
|
—
|
—
|
8.9
|
—
|
—
|
8.9
|
|||||||||||||||||||||
Amortization of dry-docking and special survey costs
|
(15.3
|
)
|
(4.5
|
)
|
—
|
—
|
—
|
—
|
(19.8
|
)
|
||||||||||||||||||
Depreciation
|
(126.7
|
)
|
(39.6
|
)
|
—
|
—
|
—
|
—
|
(166.3
|
)
|
||||||||||||||||||
Interest income
|
18.3
|
11.6
|
2.3
|
0.2
|
—
|
—
|
32.4
|
|||||||||||||||||||||
Interest and finance costs
|
(117.0
|
)
|
(24.0
|
)
|
(1.2
|
)
|
(2.2
|
)
|
—
|
—
|
(144.4
|
)
|
||||||||||||||||
Income from equity method investments
|
—
|
—
|
—
|
—
|
0.8
|
—
|
0.8
|
|||||||||||||||||||||
Net Income / (loss)
|
$
|
507.0
|
$
|
(43.1
|
)
|
$
|
(88.1
|
)
|
$
|
4.5
|
$
|
0.7
|
$
|
—
|
$
|
381.0
|
Year ended December 31,
|
Change
|
Percentage
Change
|
||||||||||||||
(Expressed in millions of U.S. dollars,
except percentages)
|
2022
|
2023
|
||||||||||||||
Voyage revenue
|
$
|
1,113.9
|
$
|
1,502.5
|
$
|
388.6
|
34.9
|
%
|
||||||||
Accrued charter revenue(1)
|
(2.6
|
)
|
3.3
|
5.9
|
n.m.
|
|||||||||||
Amortization of Time charter assumed
|
0.2
|
(0.2
|
)
|
(0.4
|
)
|
n.m.
|
||||||||||
Voyage revenue adjusted on a cash basis (2)
|
$
|
1,111.5
|
$
|
1,505.6
|
$
|
394.1
|
35.5
|
%
|
(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,
|
||||||||||||||||
(Expressed in millions of U.S. dollars,
except percentages)
|
2021
|
2022
|
Change
|
Percentage
Change |
||||||||||||
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
|
||||||||||||||
Vessels’ operational data
|
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
|
||||||||
Amortization of dry-docking and special survey costs
|
(10.3
|
)
|
(0.1
|
)
|
—
|
(10.4
|
)
|
|||||||||
Depreciation
|
(125.8
|
)
|
(11.2
|
)
|
—
|
(137.0
|
)
|
|||||||||
Interest income
|
1.6
|
—
|
—
|
1.6
|
||||||||||||
Interest and finance costs
|
(81.9
|
)
|
(4.2
|
)
|
—
|
(86.1
|
)
|
|||||||||
Income from equity method investments
|
—
|
—
|
12.8
|
12.8
|
||||||||||||
Net Income
|
$
|
303.5
|
$
|
56.8
|
$
|
74.8
|
$
|
435.1
|
Year ended December 31, 2022
|
||||||||||||||||||||||||
Container
vessels
|
Dry bulk
vessels
|
CBI
|
Other
|
Eliminations
|
Total
|
|||||||||||||||||||
(Expressed in millions of U.S. dollars)
|
||||||||||||||||||||||||
Voyage revenue
|
$
|
797.4
|
$
|
316.1
|
$
|
0.4
|
$
|
—
|
$
|
—
|
$
|
1,113.9
|
||||||||||||
Intersegment voyage revenue
|
—
|
0.8
|
—
|
—
|
(0.8
|
)
|
—
|
|||||||||||||||||
Amortization of dry-docking and special survey costs
|
(11.8
|
)
|
(1.7
|
)
|
—
|
—
|
—
|
(13.5
|
)
|
|||||||||||||||
Depreciation
|
(126.3
|
)
|
(39.7
|
)
|
—
|
—
|
—
|
(166.0
|
)
|
|||||||||||||||
Interest income
|
3.6
|
2.3
|
—
|
—
|
—
|
5.9
|
||||||||||||||||||
Interest and finance costs
|
(101.9
|
)
|
(20.3
|
)
|
—
|
—
|
—
|
(122.2
|
)
|
|||||||||||||||
Income from equity method investments
|
—
|
—
|
—
|
2.3
|
—
|
2.3
|
||||||||||||||||||
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,
|
||||||||||||
2021
|
2022
|
2023
|
||||||||||
(Expressed in millions of U.S. dollars)
|
||||||||||||
Condensed cash flows
|
||||||||||||
Net Cash Provided by Operating Activities
|
$
|
466.5
|
$
|
581.6
|
$
|
331.4
|
||||||
Net Cash Provided by / (Used in) Investing Activities
|
(787.5
|
)
|
42.5
|
79.1
|
||||||||
Net Cash Provided by / (Used in) Financing Activities
|
482.6
|
(166.1
|
)
|
(396.8
|
)
|
Borrowers under Our Credit
Facilities, Finance Leases and Other
Financing Arrangements
|
Outstanding Principal Amount
|
Interest Rate(1)
|
Maturity
|
Repayment profile
|
||||||
(Expressed in thousands of U.S. dollars)
|
||||||||||
Bank Debt
|
||||||||||
Quentin Shipping Co. and Sander Shipping Co.
|
74,625
|
SOFR + Margin(2)
|
2030
|
Straight-line amortization with balloon
|
||||||
Reddick Shipping Co. and Verandi Shipping Co.
|
33,000
|
SOFR + Margin(2)
|
2026
|
Straight-line amortization
|
||||||
Ainsley Maritime Co. and Ambrose Maritime Co.
|
120,536
|
SOFR + Margin(2)
|
2031
|
Straight-line amortization with balloon
|
||||||
Hyde Maritime Co. and Skerrett Maritime Co.
|
115,903
|
Fixed Rate / SOFR + Margin(2)
|
2029
|
Straight-line amortization with balloon
|
||||||
Kemp Maritime Co.
|
58,525
|
SOFR + Margin(2)
|
2029
|
Variable amortization with balloon
|
||||||
Achilleas Maritime Corp. et al.
|
48,569
|
SOFR + Margin(2)
|
2026
|
Straight-line amortization with balloon
|
||||||
Costamare Inc.
|
29,735
|
SOFR + Margin(2)
|
2026
|
Variable amortization with balloon
|
||||||
Amoroto et al.
|
50,661
|
SOFR + Margin(2)
|
2027
|
Variable amortization with balloon
|
||||||
Bernis Marine Corp. et al.
|
41,695
|
SOFR + Margin(2)
|
2027
|
Straight-line amortization with balloon
|
||||||
Costamare Inc.
|
38,500
|
SOFR + Margin(2)
|
2026
|
Variable amortization with balloon
|
||||||
Bastian et al.
|
260,630
|
SOFR + Margin(2)
|
2029
|
Variable amortization with balloon
|
||||||
Adstone Marine Corp. et al.
|
101,065
|
SOFR + Margin(2)
|
2029
|
Variable amortization with balloon
|
||||||
Amoroto et al.
|
24,240
|
SOFR + Margin(2)
|
2026
|
Variable amortization with balloon
|
||||||
Greneta Marine Corp. et al.
|
26,045
|
SOFR + Margin(2)
|
2028
|
Variable amortization with balloon
|
||||||
Benedict et al.
|
376,857
|
SOFR + Margin(2)
|
2027
|
Variable amortization with balloon
|
||||||
Kalamata Shipping Corporation et al.
|
64,000
|
SOFR + Margin(2)
|
2029
|
Straight-line amortization with balloon
|
||||||
Capetanissa Maritime Corp. et al.
|
22,417
|
SOFR + Margin(2)
|
2028
|
Straight-line amortization with balloon
|
||||||
Archet Marine Corp. et al.
|
63,312
|
SOFR + Margin(2)
|
2029
|
Straight-line amortization with balloon
|
||||||
Barlestone Marine Corp. et al.
|
12,000
|
SOFR + Margin(2)
|
2029
|
Straight-line amortization with balloon
|
||||||
NML Loan 1
|
5,995
|
SOFR + Margin(2)
|
2026
|
Variable amortization with balloon
|
||||||
NML Loan 2
|
34,920
|
SOFR + Margin(2)
|
2028
|
Straight-line amortization with balloon
|
||||||
NML Loan 3
|
18,460
|
SOFR + Margin(2)
|
2028
|
Straight-line amortization with balloon
|
||||||
Finance Leases & Other Financing Arrangements
|
||||||||||
Barkley et al. Financing arrangements
|
359,602
|
Fixed Rate
|
2030-2031
|
Bareboat structure-fixed daily charter with balloon
|
||||||
Bertrand et al. Financing arrangements
|
273,290
|
Fixed Rate
|
2028
|
Variable amortization with balloon
|
||||||
Sykes Maritime Co. Finance Lease
|
26,882
|
|
Fixed Rate
|
2025
|
Bareboat structure-fixed daily charter with balloon
|
|||||
Unsecured Bond Loan
|
||||||||||
Costamare Participations Plc
|
110,500
|
Fixed Rate
|
2026
|
Bullet
|
(1) |
The interest rates of long-term bank debt at December 31, 2023 ranged from 2.64% to 9.00%, and the weighted average interest rate as at December 31, 2023 was 5.1%. 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, 2023 ranged from 1.45% to 3.50%, and the weighted average interest rate margin as at December 31, 2023 was 1.8%.
|
|
|
|
• |
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 $500 million.
|
December 31, 2022
|
December 31, 2023
|
|||||||||||||||
No. of Container
Vessels (*)
|
Amount
($ US Million) (**)
|
No. of Container
Vessels (*)
|
Amount
($ US Million) (**)
|
|||||||||||||
5-year historical average rate
|
—
|
—
|
—
|
—
|
||||||||||||
3-year historical average rate
|
—
|
—
|
—
|
—
|
||||||||||||
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, 2022
|
December 31, 2023
|
|||||||||||||||
No. of Dry bulk
Vessels (*)
|
Amount
($ US Million) (**)
|
No. of Dry bulk
Vessels (*)
|
Amount
($ US Million) (**)
|
|||||||||||||
5-year historical average rate
|
—
|
—
|
—
|
—
|
||||||||||||
3-year historical average rate
|
—
|
—
|
—
|
—
|
||||||||||||
1-year historical average rate
|
—
|
—
|
2
|
0.8
|
(*) |
Number of dry bulk 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, 2022
($ US Million)(1)
|
Carrying Value
December 31, 2023
($ US Million)(1)
|
|||||||
1
|
Triton
|
14,424
|
2016
|
November 2018
|
104.8
|
100.7
|
||||||
2
|
Titan
|
14,424
|
2016
|
November 2018
|
105.4
|
101.3
|
||||||
3
|
Talos
|
14,424
|
2016
|
November 2018
|
105.7
|
101.6
|
||||||
4
|
Taurus
|
14,424
|
2016
|
November 2018
|
106.0
|
101.9
|
||||||
5
|
Theseus
|
14,424
|
2016
|
November 2018
|
106.5
|
102.3
|
||||||
6
|
YM Triumph
|
12,690
|
2020
|
July 2020
|
87.6
|
84.9
|
||||||
7
|
YM Truth
|
12,690
|
2020
|
August 2020
|
87.6
|
84.9
|
||||||
8
|
YM Totality
|
12,690
|
2020
|
September 2020
|
88.2
|
85.5
|
||||||
9
|
YM Target
|
12,690
|
2021
|
February 2021
|
89.1
|
86.4
|
||||||
10
|
YM Tiptop
|
12,690
|
2021
|
May 2021
|
90.4
|
87.6
|
||||||
11
|
Cape Akritas
|
11,010
|
2016
|
March 2021
|
76.6
|
73.7
|
||||||
12
|
Cape Tainaro
|
11,010
|
2017
|
March 2021
|
78.3
|
75.3
|
||||||
13
|
Cape Kortia
|
11,010
|
2017
|
March 2021
|
78.4
|
75.6
|
||||||
14
|
Cape Sounio
|
11,010
|
2017
|
March 2021
|
77.6
|
74.6
|
||||||
15
|
Cape Artemisio
|
11,010
|
2017
|
March 2021
|
76.2
|
73.5
|
||||||
16
|
Cosco Hellas
|
9,469
|
2006
|
July 2006
|
51.4
|
48.2
|
||||||
17
|
Zim Shanghai (ex. Cosco Guangzhou)
|
9,469
|
2006
|
February 2006
|
50.0
|
46.8
|
||||||
18
|
Beijing
|
9,469
|
2006
|
June 2006
|
50.8
|
47.6
|
||||||
19
|
Yantian
|
9,469
|
2006
|
April 2006
|
50.5
|
47.4
|
||||||
20
|
Zim Yantian (ex. Cosco Ningbo)
|
9,469
|
2006
|
March 2006
|
50.1
|
46.9
|
||||||
21
|
MSC Azov *
|
9,403
|
2014
|
January 2014
|
77.8
|
77.2
|
||||||
22
|
MSC Ajaccio *
|
9,403
|
2014
|
March 2014
|
78.1
|
74.8
|
||||||
23
|
MSC Amalfi
|
9,403
|
2014
|
April 2014
|
78.7
|
75.3
|
||||||
24
|
MSC Athens *
|
8,827
|
2013
|
March 2013
|
75.1
|
74.8
|
||||||
25
|
MSC Athos *
|
8,827
|
2013
|
April 2013
|
74.4
|
74.2
|
||||||
26
|
Valor
|
8,827
|
2013
|
June 2013
|
70.0
|
68.4
|
||||||
27
|
Value
|
8,827
|
2013
|
June 2013
|
70.1
|
68.5
|
||||||
28
|
Valiant
|
8,827
|
2013
|
August 2013
|
70.9
|
69.2
|
||||||
29
|
Valence
|
8,827
|
2013
|
September 2013
|
71.2
|
69.7
|
||||||
30
|
Vantage
|
8,827
|
2013
|
November 2013
|
71.4
|
69.7
|
||||||
31
|
Navarino *,**
|
8,531
|
2010
|
May 2010
|
76.7
|
72.7
|
||||||
32
|
Maersk Kleven
|
8,044
|
1996
|
September 2018
|
12.2
|
14.4
|
||||||
33
|
Maersk Kotka
|
8,044
|
1996
|
September 2018
|
12.0
|
13.8
|
||||||
34
|
Maersk Kowloon
|
7,471
|
2005
|
May 2017
|
14.3
|
13.6
|
||||||
35
|
Kure
|
7,403
|
1996
|
December 2007
|
12.9
|
13.4
|
||||||
36
|
Methoni
|
6,724
|
2003
|
October 2011
|
33.7
|
31.5
|
||||||
37
|
Porto Cheli
|
6,712
|
2001
|
June 2021
|
33.6
|
30.8
|
||||||
38
|
Zim Tampa (ex. Kobe)
|
6,648
|
2000
|
June 2000
|
21.7
|
19.8
|
||||||
39
|
Zim America (ex. Maersk Kingston)
|
6,644
|
2003
|
April 2003
|
28.7
|
27.6
|
||||||
40
|
Zim Vietnam (ex. Maersk Kolkata)
|
6,644
|
2003
|
January 2003
|
28.8
|
28.0
|
||||||
41
|
Aries
|
6,492
|
2004
|
February 2021
|
12.3
|
11.8
|
||||||
42
|
Argus
|
6,492
|
2004
|
March 2021
|
12.1
|
11.5
|
||||||
43
|
Porto Germeno *
|
5,908
|
2002
|
June 2021
|
33.2
|
30.2
|
||||||
44
|
Glen Canyon
|
5,642
|
2006
|
March 2021
|
12.0
|
11.8
|
||||||
45
|
Porto Kagio *
|
5,570
|
2002
|
June 2021
|
33.9
|
30.7
|
||||||
46
|
Leonidio
|
4,957
|
2014
|
May 2017
|
17.4
|
16.7
|
|
Vessel |
Capacity
(TEU)
|
Built | Acquisition Date |
Carrying Value
December 31, 2022
($ US Million)(1)
|
Carrying Value
December 31, 2023
($ US Million)(1)
|
||||||
47
|
Kyparissia
|
4,957
|
2014
|
May 2017
|
17.4
|
16.7
|
||||||
48
|
Megalopolis
|
4,957
|
2013
|
July 2018
|
21.1
|
21.8
|
||||||
49
|
Marathopolis
|
4,957
|
2013
|
July 2018
|
21.2
|
22.5
|
||||||
50
|
Oakland **, (2)
|
4,890
|
2000
|
October 2000
|
18.0
|
—
|
||||||
51
|
Gialova *
|
4,578
|
2009
|
August 2021
|
19.2
|
18.4
|
||||||
52
|
Dyros *
|
4,578
|
2008
|
January 2022
|
19.1
|
18.3
|
||||||
53
|
Norfolk *,**
|
4,259
|
2009
|
May 2021
|
25.3
|
24.4
|
||||||
54
|
Vulpecula
|
4,258
|
2010
|
December 2019
|
10.5
|
21.7
|
||||||
55
|
Volans
|
4,258
|
2010
|
December 2019
|
10.4
|
10.1
|
||||||
56
|
Virgo
|
4,258
|
2009
|
January 2020
|
10.0
|
9.7
|
||||||
57
|
Vela
|
4,258
|
2009
|
December 2019
|
9.6
|
20.7
|
||||||
58
|
Androusa *
|
4,256
|
2010
|
April 2021
|
20.2
|
19.5
|
||||||
59
|
Neokastro
|
4,178
|
2011
|
December 2020
|
10.2
|
9.8
|
||||||
60
|
Ulsan
|
4,132
|
2002
|
February 2012
|
19.3
|
18.4
|
||||||
61
|
Polar Brasil*
|
3,800
|
2018
|
June 2023
|
—
|
39.2
|
||||||
62
|
Lakonia
|
2,586
|
2004
|
December 2014
|
7.1
|
6.7
|
||||||
63
|
Scorpius
|
2,572
|
2007
|
September 2020
|
6.6
|
6.0
|
||||||
64
|
Etoile
|
2,556
|
2005
|
November 2017
|
8.9
|
8.4
|
||||||
65
|
Areopolis
|
2,474
|
2000
|
May 2014
|
6.3
|
5.8
|
||||||
66
|
Arkadia
|
1,550
|
2001
|
December 2023
|
—
|
5.0
|
||||||
67
|
Michigan
|
1,300
|
2008
|
April 2018
|
5.5
|
7.1
|
||||||
68
|
Trader
|
1,300
|
2008
|
April 2018
|
5.6
|
7.0
|
||||||
69
|
Luebeck
|
1,078
|
2001
|
August 2012
|
4.4
|
3.9
|
||||||
TOTAL
|
3,020.3
|
2,967.9
|
(1) |
For impairment test calculation, Carrying Value includes the unamortized balance of dry-docking cost as at December 31, 2022 and 2023.
|
(2) |
Vessel sold in 2023.
|
* |
Indicates container vessels which we believe, as of December 31, 2023, may have had fair values below their carrying values. As of December 31, 2023, we believe that the aggregate carrying value
of these 12 vessels was $39.1 million more than their market value.
|
** |
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 $16.5 million more than their market values.
|
Vessel
|
Size
(dwt)
|
Built
|
Acquisition Date
|
Carrying Value
December 31, 2022
($ US Million)(1)
|
Carrying Value
December 31, 2023
($ US Million)(1)
|
|||||||
1
|
Dorado
|
179,842
|
2011
|
August 2023
|
—
|
23.2 | ||||||
2
|
Enna
|
175,975
|
2011
|
August 2023
|
—
|
21.9
|
||||||
3
|
Aeolian **
|
83,478
|
2012
|
August, 2021
|
22.2
|
20.5
|
||||||
4
|
Greneta
|
82,166
|
2010
|
December 2021
|
17.9
|
18.0
|
||||||
5
|
Hydrus **
|
81,601
|
2011
|
December 2021
|
17.7
|
16.8
|
||||||
6
|
Phoenix **
|
81,569
|
2012
|
December 2021
|
21.6
|
19.2
|
||||||
7
|
Builder **
|
81,541
|
2012
|
June 2021
|
22.2
|
20.8
|
||||||
8
|
Farmer **
|
81,541
|
2012
|
September 2021
|
20.9
|
20.9
|
||||||
9
|
Sauvan
|
79,700
|
2010
|
July 2021
|
15.3
|
14.5
|
||||||
10
|
Rose *,**
|
76,619
|
2008
|
October 2021
|
16.5
|
17.2
|
||||||
11
|
Merchia
|
63,800
|
2015
|
December 2021
|
22.6
|
21.4
|
||||||
12
|
Seabird
|
63,553
|
2016
|
July 2021
|
20.9
|
19.9
|
||||||
13
|
Dawn
|
63,530
|
2018
|
July 2021
|
22.3
|
21.7
|
||||||
14
|
Orion
|
63,473
|
2015
|
November 2021
|
22.5
|
21.4
|
||||||
15
|
Damon **
|
63,227
|
2012
|
December 2021
|
21.5
|
20.9
|
|
Vessel |
Size
(dwt)
|
Built | Acquisition Date |
Carrying Value
December 31, 2022
($ US Million)(1)
|
Carrying Value
December 31, 2023
($ US Million)(1)
|
||||||
16
|
Arya
|
61,424
|
2013
|
September 2023
|
—
|
19.7
|
||||||
18
|
Titan I **
|
58,090
|
2009
|
November 2021
|
15.2
|
14.2
|
||||||
19
|
Eracle **
|
58,018
|
2012
|
July, 2021
|
15.7
|
15.3
|
||||||
20
|
Pythias*,**
|
58,018
|
2010
|
December 2021
|
16.4
|
15.4
|
||||||
21
|
Norma*,**
|
58,018
|
2010
|
March 2022
|
16.0
|
15.0
|
||||||
23
|
Oracle*,**
|
57,970
|
2009
|
January 2022
|
15.8
|
15.1
|
||||||
24
|
Uruguay
|
57,937
|
2011
|
September 2021
|
17.1
|
16.1
|
||||||
25
|
Curacao
|
57,937
|
2011
|
October 2021
|
17.2
|
16.2
|
||||||
26
|
Athena **
|
57,809
|
2012
|
September 2021
|
15.7
|
15.1
|
||||||
27
|
Serena*,**
|
57,266
|
2010
|
August 2021
|
14.5
|
13.7
|
||||||
28
|
Libra*,**
|
56,729
|
2010
|
January 2022
|
14.7
|
15.0
|
||||||
30
|
Pegasus*,**
|
56,726
|
2011
|
June 2021
|
14.3
|
14.0
|
||||||
30
|
Merida*,**
|
56,670
|
2012
|
August, 2021
|
15.6
|
14.7
|
||||||
31
|
Clara
|
56,557
|
2008
|
August 2021
|
13.6
|
13.8
|
||||||
32
|
Peace (2)
|
55,709
|
2006
|
July 2021
|
11.8
|
—
|
||||||
33
|
Pride (2)
|
55,705
|
2006
|
July 2021
|
11.1
|
—
|
||||||
34
|
Bermondi **
|
55,469
|
2009
|
October 2021
|
15.5
|
14.8
|
||||||
35
|
Comity (2)
|
37,302
|
2010
|
August, 2021
|
11.5
|
—
|
||||||
36
|
Verity **
|
37,163
|
2012
|
July 2021
|
14.6
|
13.6
|
||||||
37
|
Parity **
|
37,152
|
2012
|
September 2021
|
14.9
|
13.9
|
||||||
38
|
Acuity
|
37,149
|
2011
|
July 2021
|
13.5
|
12.5
|
||||||
39
|
Equity*
|
37,071
|
2013
|
October 2021
|
14.4
|
15.1
|
||||||
40
|
Discovery
|
37,019
|
2012
|
July 2021
|
13.3
|
13.8
|
||||||
41
|
Taibo (2)
|
35,112
|
2011
|
September 2021
|
12.4
|
—
|
||||||
42
|
Bernis
|
34,627
|
2011
|
July 2021
|
12.6
|
11.8
|
||||||
43
|
Manzanillo (3)
|
34,426
|
2010
|
July 2021
|
10.6
|
—
|
||||||
44
|
Adventure (3)
|
33,755
|
2011
|
June 2021
|
9.8
|
—
|
||||||
45
|
Alliance
|
33,751
|
2012
|
July 2021
|
11.0
|
10.2
|
||||||
46
|
Cetus (2)
|
32,527
|
2010
|
October 2021
|
11.3
|
—
|
||||||
47
|
Progress (3)
|
32,400
|
2011
|
August 2021
|
12.0
|
—
|
||||||
48
|
Miner **, (2)
|
32,300
|
2010
|
August 2021
|
11.8
|
—
|
||||||
49
|
Konstantinos (3)
|
32,178
|
2012
|
September 2021
|
12.5
|
—
|
||||||
50
|
Resource
|
31,776
|
2010
|
September 2021
|
11.1
|
10.3
|
||||||
TOTAL
|
701.6
|
627.6
|
(1) |
For impairment test calculation, Carrying Value includes the unamortized balance of dry-docking cost as at December 31, 2022 and 2023.
|
(2) |
Vessel sold in 2023.
|
(3) |
As of December 31, 2023, the vessel was classified as held for sale.
|
* |
Indicates dry bulk vessels which we believe, as of December 31, 2023, may have had fair values below their carrying values. As of December 31, 2023, we believe that the aggregate carrying value
of these nine vessels was $12.7 million more than their aggregate market value.
|
** |
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.
|
ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
Name
|
Age
|
Position
|
||
Konstantinos Konstantakopoulos
|
54
|
Chief Executive Officer, Chairman of the Board and Class III Director
|
||
Gregory Zikos
|
55
|
Chief Financial Officer and Class II Director
|
||
Vagn Lehd Møller
|
77
|
Class II Director
|
||
Charlotte Stratos
|
69
|
Class III Director
|
||
Konstantinos Zacharatos
|
51
|
Class I Director
|
||
Anastassios Gabrielides
|
59
|
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.
|
ITEM 7. |
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)
|
34,145,422
|
28.7
|
%
|
|||||
Gregory Zikos(2)
|
*
|
|||||||
Konstantinos Zacharatos(3)
|
*
|
|||||||
Vagn Lehd Møller
|
*
|
|||||||
Charlotte Stratos
|
—
|
|||||||
Anastassios Gabrielides(4)
|
*
|
|||||||
All officers and directors as a group (six persons)
|
34,220,667
|
28.8
|
%
|
|||||
5% Beneficial Owners
|
||||||||
Achillefs Konstantakopoulos(5)
|
22,240,623
|
18.7
|
%
|
|||||
Christos Konstantakopoulos(6)
|
19,801,588
|
16.7
|
%
|
(1) |
Konstantinos Konstantakopoulos, our chairman and chief executive officer, owns 13,838,530 shares of common stock directly and 20,003,191 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, 23,003 shares of Series C Preferred Stock, 50,000 shares of Series D Preferred Stock and 260,569 shares of
Series E Preferred Stock through an entity he controls, 0.6%, 0.6%, 1.3% and 5.7%, 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 18,407,585 shares of common stock directly and 3,053,038 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 and 4,400 shares of Series C Preferred Stock, or 1.6% and 0.1% of the issued and outstanding shares of Series B Preferred Stock and Series C Preferred Stock, respectively.
|
(6) |
Christos Konstantakopoulos, the brother of our chairman and chief executive officer, owns 19,801,588 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.
|
|
(a) |
The Neptune Manager may terminate the Neptune Management Agreement with immediate effect by notice if:
|
|
(i) |
any moneys payable by Neptune under the Neptune Management Agreement have not been received by the Neptune Manager within a certain time period from relevant request by the
Neptune Manager;
|
|
(ii) |
the Manager is required by Neptune to take any action that contravenes applicable law or is unduly hazardous or improper or hazardous to any crew member of any vessel
financed or other person; or
|
|
(iii) |
an insolvency event of Neptune occurs.
|
|
(b) |
Neptune may terminate the Neptune Management Agreement with immediate effect by notice if a material breach by the Neptune Manager occurs in the performance of its
obligations under the said agreement and such breach (if curable) is not cured within a certain period.
|
ITEM 8. |
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
|
—
|
—
|
||||||||||
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
|
||||||||
April 17, 2023
|
$
|
0.476563
|
$
|
0.531250
|
$
|
0.546875
|
$
|
0.554688
|
||||||||
July 17, 2023
|
$
|
0.476563
|
$
|
0.531250
|
$
|
0.546875
|
$
|
0.554688
|
||||||||
October 16, 2023
|
$
|
0.476563
|
$
|
0.531250
|
$
|
0.546875
|
$
|
0.554688
|
||||||||
January 16, 2024
|
$
|
0.476563
|
$
|
0.531250
|
$
|
0.546875
|
$
|
0.554688
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
2019
|
2020
|
2021
|
2022
|
2023
|
Total
|
||||||||||||||||||
|
(Expressed in millions of U.S. dollars)
|
|||||||||||||||||||||||
Common Stock dividends paid
|
$
|
27.4
|
$
|
34.3
|
$
|
40.2
|
$
|
88.4
|
$
|
39.1
|
$
|
229.4
|
||||||||||||
Common Stock dividends paid in shares under the Dividend Reinvestment Plan
|
18.5
|
13.8
|
12.6
|
30.3
|
16.3
|
91.5
|
||||||||||||||||||
Preferred Stock dividends paid
|
31.3
|
31.2
|
31.1
|
31.1
|
31.1
|
155.8
|
||||||||||||||||||
Total
|
$
|
77.2
|
$
|
79.3
|
$
|
83.9
|
$
|
149.8
|
$
|
86.5
|
$
|
476.7
|
ITEM 9. |
THE OFFER AND LISTING
|
ITEM 10. |
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) |
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”.
|
(i) |
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.
|
|
Marshall Islands
|
Delaware
|
|
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.
|
|
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.
|
||
Marshall Islands
|
Delaware
|
|
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.
|
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.
|
|
Marshall Islands
|
Delaware
|
|
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.
|
ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Year
|
Amount
|
|||
2024
|
3.6
|
|||
2025
|
2.8
|
|||
2026
|
2.2
|
|||
2027
|
2.0
|
|||
2028
|
1.2
|
ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
ITEM 16.A. |
AUDIT COMMITTEE FINANCIAL EXPERT
|
ITEM 16.B. |
CODE OF ETHICS
|
ITEM 16.C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
2023
|
2022
|
|||||||
Audit fees
|
€
|
800,000
|
€
|
660,000
|
||||
Audit-related fees
|
€
|
18,000
|
€
|
207,000
|
||||
Tax fees
|
€
|
32,314
|
€
|
12,660
|
||||
All other fees
|
-
|
€
|
8,270
|
|||||
Total fees
|
€
|
850,314
|
€
|
887,930
|
ITEM 16.D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
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 2023
|
|
||||||||||
February 2023
|
363,092
|
(1)
|
|
||||||||
March 2023
|
74,800
|
(2)
|
|
||||||||
April 2023
|
|
||||||||||
May 2023
|
449,434
|
(1)
|
|
||||||||
8,895
|
8.01
|
|
|||||||||
June 2023
|
74,800
|
(2)
|
|
||||||||
July 2023
|
|
||||||||||
August 2023
|
342,147
|
(1)
|
|
||||||||
September 2023
|
74,800
|
(2)
|
|
||||||||
October 2023
|
|
||||||||||
November 2023
|
430,527
|
(1)
|
|
||||||||
December 2023
|
74,800
|
(2)
|
|
||||||||
Total
|
1,893,295
|
|
(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 2023
|
||||||||||||||
February 2023
|
||||||||||||||
March 2023
|
||||||||||||||
April 2023
|
||||||||||||||
May 2023
|
7.94
|
322,805
|
87,341,431
|
|||||||||||
June 2023
|
9.16
|
3,525,166
|
55,044,603
|
|||||||||||
July 2023
|
9.85
|
1,537,521
|
39,905,282
|
|||||||||||
August 2023
|
11.33
|
882,316
|
29,905,293
|
|||||||||||
September 2023
|
||||||||||||||
October 2023
|
||||||||||||||
November 2023
|
||||||||||||||
December 2023
|
||||||||||||||
Total
|
9.57
|
6,267,808
|
29,905,293
|
(1) |
The average price paid per share includes commissions paid for each transaction.
|
ITEM 16.F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
|
ITEM 16.G. |
CORPORATE GOVERNANCE
|
ITEM 16.H. |
MINE SAFETY DISCLOSURE
|
ITEM 16.I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
|
ITEM 16.K. |
CYBERSECURITY
|
|
• |
periodic discussion and assessment of perceived material risks from cybersecurity;
|
|
• |
internal and external system assessments such as penetration and vulnerability testing;
|
|
• |
system protection measures, such as email filtering and access management;
|
|
• |
regular threat monitoring, both against the Company and against other companies in the industry;
|
|
• |
incident response procedures, for identification, reporting and remediation;
|
|
• |
analysis of cybersecurity incidents and results of security operations monitoring;
|
|
• |
regular employee training;
|
|
• |
compliance procedures in place designed to assist in complying with mandatory data protection legislation; and
|
|
• |
the existence and periodic review of internal cybersecurity policies.
|
|
• |
updating relevant policies and procedures;
|
|
• |
implementing additional technical and organizational measures to reduce the level of cyber risk;
|
|
• |
engaging specialized third party service providers;
|
|
• |
assessing the materiality and determination of disclosure obligations (in the event of a cybersecurity incident); and
|
|
• |
reporting to the Audit Committee.
|
|
• |
conduct an incident investigation;
|
|
• |
conduct an incident evaluation and classification;
|
|
• |
internal escalation to our executives;
|
|
• |
containment of the incident and recovery of any affected infrastructure;
|
|
• |
conduct a materiality assessment;
|
|
• |
determine reporting obligations; and
|
|
• |
report to the Audit Committee.
|
Exhibit No.
|
Description
|
|
Second Amended and Restated Articles of Incorporation(1)
|
||
First Amended and Restated Bylaws(1)
|
||
Description of Securities
|
||
Restrictive Covenant Agreement dated November 3, 2010, as amended and restated on July 1, 2021 between Costamare Inc. and Konstantinos Konstantakopoulos(5)
|
||
Form of Stockholders Rights Agreement between Costamare Inc. and American Stock Transfer & Trust Company, LLC(2)
|
||
Trademark License Agreement dated November 3, 2010, as amended and restated on March 14, 2022 between Costamare Inc. and Costamare Shipping Company S.A.(9)
|
||
Form of Restrictive Covenant Agreement between Costamare Inc. and Konstantinos Zacharatos(2)
|
||
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)
|
||
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)
|
||
Amended and Restated Registration Rights Agreement dated as of November 27, 2015 between Costamare Inc. and the Stockholders named therein(3)
|
||
Agreement Regarding Charter Brokerage dated January 1, 2018, by and between Costamare Shipping Company S.A. and Blue Net Chartering GmbH & Co. KG(4)
|
||
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)
|
||
Longshaw Agreement dated June 14, 2021, by and between Costamare Inc. and Longshaw Maritime Investments S.A.(7)*
|
||
Local Service Agreement dated November 14, 2022, between Costamare Bulkers Inc. and Costamare Bulkers Services GmbH (8)
|
||
Local Service Agreement dated November 14, 2022, between Costamare Bulkers Inc. and Costamare Bulkers Services ApS (8)
|
Exhibit No. | Description | |
Local Service Agreement dated November 14, 2022, between Costamare Bulkers Inc. and Costamare Bulkers Services Pte. Ltd.(8)
|
||
Local Service Agreement dated November 20, 2023, between Costamare Bulkers Inc. and Costamare Bulkers Services Co., Ltd.
|
||
4.15 |
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 (9)
|
|
Amended and Restated Management Services Agreement dated March 14, 2023, among Neptune Maritime Leasing Limited and Neptune Global Financing Limited (9)
|
||
Form of Ship Management Agreement between certain vessel-owning subsidiaries of Costamare Inc. with Navilands Container Management Ltd.
|
||
Form of Ship Management Agreement between certain vessel-owning subsidiaries of Costamare Inc. with Navilands Bulker Management Ltd.
|
||
List of Subsidiaries of Costamare Inc.
|
||
Rule 13a-14(a)/15d-14(a) Certification of Costamare Inc.’s Chief Executive Officer
|
||
Rule 13a-14(a)/15d-14(a) Certification of Costamare Inc.’s Chief Financial Officer
|
||
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
|
||
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
|
||
Consent of Independent Registered Public Accounting Firm
|
||
Incentive Compensation Recovery Policy
|
||
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.
|
(9) |
Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on April 3, 2023 and hereby incorporated by reference
to such Annual Report.
|
* |
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
|
|
||
Dated: March 29, 2024
|
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID #1457)
|
F-2
|
|
Report of Independent Registered Public Accounting Firm
|
F-4
|
|
Consolidated Balance Sheets As of December 31, 2022 and 2023
|
F-5
|
|
Consolidated Statements of Operations For The Years Ended December 31, 2021, 2022, and 2023
|
F-6
|
|
Consolidated Statements of Comprehensive Income For The Years Ended December 31, 2021, 2022 and 2023
|
F-7
|
|
Consolidated Statements of Stockholders’ Equity For the years ended December 31, 2021, 2022 and 2023
|
F-8
|
|
Consolidated Statements of Cash Flows December 31, 2021, 2022 And 2023
|
F-9
|
|
Notes to Consolidated Financial Statements
|
F-10
|
Impairment of vessels
|
||
Description of the
Matter
|
At December 31, 2023, the carrying value of the
Company’s vessels was $3,446,797 thousand. As discussed in Notes 2(k), 7 and 23(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 an
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(k), 7 and 23(c) to the consolidated financial statements.
|
December 31, 2022
|
December 31, 2023
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents (Note 2(e))
|
$
|
718,049
|
$
|
745,544
|
||||
Restricted cash (Note 2(e))
|
9,768
|
10,645
|
||||||
Margin deposits (Note 22(d))
|
-
|
13,748
|
||||||
Accounts receivable, net (Note 3)
|
26,943
|
50,684
|
||||||
Inventories (Note 6)
|
28,039
|
61,266
|
||||||
Due from related parties (Note 3)
|
3,838
|
4,119
|
||||||
Fair value of derivatives (Notes 22 and 23)
|
25,660
|
33,310
|
||||||
Insurance claims receivable
|
5,410
|
18,458
|
||||||
Time charter assumed (Note 14)
|
199
|
405
|
||||||
Accrued charter revenue (Note 14)
|
10,885
|
9,752
|
||||||
Short-term investments (Note 5)
|
120,014
|
17,492
|
||||||
Investment in leaseback vessels (Note 12(b))
|
-
|
27,362
|
||||||
Net investment in sales type lease vessels, current (Note 12(c))
|
-
|
22,620
|
||||||
Prepayments and other assets
|
10,622
|
61,949
|
||||||
Vessels held for sale (Note 7)
|
55,195
|
40,307
|
||||||
Total current assets
|
1,014,622
|
1,117,661
|
||||||
FIXED ASSETS, NET:
|
||||||||
Vessels and advances, net (Note 7)
|
3,666,861
|
3,446,797
|
||||||
Total fixed assets, net
|
3,666,861
|
3,446,797
|
||||||
OTHER NON-CURRENT ASSETS:
|
||||||||
Equity method investments (Note 10)
|
20,971
|
552
|
||||||
Investment in leaseback vessels, non-current (Note 12(b))
|
-
|
191,674
|
||||||
Accounts receivable, net, non-current (Note 3)
|
5,261
|
5,586
|
||||||
Deferred charges, net (Note 8)
|
55,035
|
72,801
|
||||||
Finance leases, right-of-use assets (Note 12(a))
|
-
|
39,211
|
||||||
Net investment in sales type lease vessels, non-current (Note 12(c))
|
-
|
19,482
|
||||||
Restricted cash, non-current (Note 2(e))
|
83,741
|
69,015
|
||||||
Time charter assumed, non-current (Note 14)
|
468
|
269
|
||||||
Accrued charter revenue, non-current (Note 14)
|
11,627
|
10,937
|
||||||
Fair value of derivatives, non-current (Notes 22 and 23)
|
37,643
|
28,639
|
||||||
Operating leases, right-of-use assets (Note 13)
|
-
|
284,398
|
||||||
Total assets
|
$
|
4,896,229
|
$
|
5,287,022
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current portion of long-term debt, net of deferred financing costs (Note 11)
|
$
|
320,114
|
$
|
347,027
|
||||
Accounts payable
|
18,155
|
46,769
|
||||||
Due to related parties (Note 3)
|
2,332
|
3,172
|
||||||
Finance lease liability (Note 12 (a))
|
-
|
2,684
|
||||||
Operating lease liabilities, current portion (Note 13)
|
-
|
160,993
|
||||||
Accrued liabilities
|
51,551
|
39,521
|
||||||
Unearned revenue (Note 14)
|
25,227
|
52,177
|
||||||
Fair value of derivatives (Notes 22 and 23)
|
2,255
|
3,050
|
||||||
Other current liabilities
|
3,456
|
7,377
|
||||||
Total current liabilities
|
423,090
|
662,770
|
||||||
NON-CURRENT LIABILITIES:
|
||||||||
Long-term debt, net of current portion and deferred financing costs (Note 11)
|
2,264,507
|
1,999,193
|
||||||
Finance lease liability, net of current portion (Note 12 (a))
|
-
|
23,877
|
||||||
Operating lease liabilities, non-current portion (Note 13)
|
-
|
114,063
|
||||||
Fair value of derivatives, non-current portion (Notes 22 and 23)
|
13,655
|
11,194
|
||||||
Unearned revenue, net of current portion (Note 14)
|
34,540
|
27,352
|
||||||
Other non-current liabilities
|
-
|
9,184
|
||||||
Total non-current liabilities
|
2,312,702
|
2,184,863
|
||||||
COMMITMENTS AND CONTINGENCIES (Note 15)
|
-
|
-
|
||||||
Temporary equity – Redeemable non-controlling interest in subsidiary – (Note 16)
|
3,487
|
629
|
||||||
STOCKHOLDERS’ EQUITY:
|
||||||||
Preferred stock (Note 17)
|
-
|
-
|
||||||
Common stock (Note 17)
|
12
|
13
|
||||||
Treasury stock (Note 17)
|
(60,095
|
)
|
(120,095
|
)
|
||||
Additional paid-in capital (Note 17)
|
1,423,954
|
1,435,294
|
||||||
Retained earnings
|
746,658
|
1,045,932
|
||||||
Accumulated other comprehensive income (Notes 22 and 24)
|
46,421
|
21,387
|
||||||
Total Costamare Inc. stockholders’ equity
|
2,156,950
|
2,382,531
|
||||||
Non-controlling interest (Note 1)
|
-
|
56,229
|
||||||
Total stockholders’ equity
|
2,156,950
|
2,438,760
|
||||||
Total liabilities and stockholders’ equity
|
$
|
4,896,229
|
$
|
5,287,022
|
For the years ended December 31,
|
||||||||||||
2021
|
2022
|
2023
|
||||||||||
REVENUES:
|
||||||||||||
Voyage revenue (Note 19)
|
$
|
793,639
|
$
|
1,113,859
|
$
|
1,502,491
|
||||||
Income from investments in leaseback vessels
|
-
|
-
|
8,915
|
|||||||||
Total revenues
|
793,639
|
1,113,859
|
1,511,406
|
|||||||||
EXPENSES:
|
||||||||||||
Voyage expenses
|
(13,311
|
)
|
(49,069
|
)
|
(275,856
|
)
|
||||||
Charter-in hire expenses (Note 2(q))
|
-
|
-
|
(340,926
|
)
|
||||||||
Voyage expenses-related parties (Note 3)
|
(11,089
|
)
|
(15,418
|
)
|
(13,993
|
)
|
||||||
Vessels’ operating expenses
|
(179,981
|
)
|
(269,231
|
)
|
(258,088
|
)
|
||||||
General and administrative expenses
|
(6,872
|
)
|
(9,737
|
)
|
(15,674
|
)
|
||||||
General and administrative expenses – related parties (Note 3)
|
(9,947
|
)
|
(9,792
|
)
|
(8,542
|
)
|
||||||
Management and agency fees-related parties (Note 3)
|
(29,621
|
)
|
(46,735
|
)
|
(56,254
|
)
|
||||||
Amortization of dry-docking and special survey costs (Note 8)
|
(10,433
|
)
|
(13,486
|
)
|
(19,782
|
)
|
||||||
Depreciation (Notes 7, 12 and 24)
|
(136,958
|
)
|
(165,998
|
)
|
(166,340
|
)
|
||||||
Gain on sale of vessels, net (Notes 7 and 12 (c))
|
45,894
|
126,336
|
112,220
|
|||||||||
Loss on vessels held for sale (Note 7)
|
-
|
-
|
(2,305
|
)
|
||||||||
Vessels’ impairment loss (Notes 7 and 8)
|
-
|
(1,691
|
)
|
(434
|
)
|
|||||||
Foreign exchange gains
|
29
|
3,208
|
2,576
|
|||||||||
Operating income
|
441,350
|
662,246
|
468,008
|
|||||||||
OTHER INCOME / (EXPENSES):
|
||||||||||||
Interest income
|
1,587
|
5,956
|
32,447
|
|||||||||
Interest and finance costs (Note 20)
|
(86,047
|
)
|
(122,233
|
)
|
(144,429
|
)
|
||||||
Income from equity method investments (Note 10)
|
12,859
|
2,296
|
764
|
|||||||||
Gain on sale of equity securities (Note 5)
|
60,161
|
-
|
-
|
|||||||||
Dividend income (Note 5)
|
1,833
|
-
|
-
|
|||||||||
Other, net
|
4,624
|
3,729
|
6,941
|
|||||||||
Gain / (loss) on derivative instruments, net (Note 22)
|
(1,246
|
)
|
2,698
|
17,288
|
||||||||
Total other expenses, net
|
(6,229
|
)
|
(107,554
|
)
|
(86,989
|
)
|
||||||
Net income
|
$
|
435,121
|
$
|
554,692
|
$
|
381,019
|
||||||
Net loss attributable to the non-controlling interest (Note 16)
|
-
|
263
|
4,730
|
|||||||||
Net income attributable to Costamare Inc.
|
$
|
435,121
|
$
|
554,955
|
$
|
385,749
|
||||||
Earnings allocated to Preferred Stock (Note 18)
|
(31,068
|
)
|
(31,068
|
)
|
(31,068
|
)
|
||||||
Net income available to Common Stockholders
|
$
|
404,053
|
$
|
523,887
|
$
|
354,681
|
||||||
Earnings per common share, basic and diluted (Note 18)
|
$
|
3.28
|
$
|
4.26
|
$
|
2.95
|
||||||
Weighted average number of shares, basic and diluted (Note 18)
|
123,070,730
|
122,964,358
|
120,299,172
|
For the years ended December 31,
|
||||||||||||
2021
|
2022
|
2023
|
||||||||||
Net income for the year
|
$
|
435,121
|
$
|
554,692
|
$
|
381,019
|
||||||
Other comprehensive income:
|
||||||||||||
Unrealized gain / (loss) on cash flow hedges, net (Notes 22 and 24)
|
6,799
|
46,435
|
(29,876
|
)
|
||||||||
Reclassification of amount excluded from the interest rate caps assessment of effectiveness based on an amortization approach to Interest and
finance costs (Notes 20, 22 and 24)
|
-
|
1,286
|
4,354
|
|||||||||
Effective portion of changes in fair value of cash flow hedges (Notes 22 and 24)
|
(1,136
|
)
|
868
|
425
|
||||||||
Amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to Depreciation (Note 24)
|
63
|
63
|
63
|
|||||||||
Other comprehensive income / (loss) for the year
|
$
|
5,726
|
$
|
48,652
|
$
|
(25,034
|
)
|
|||||
Total comprehensive income for the year
|
440,847
|
603,344
|
355,985
|
|||||||||
Comprehensive loss attributable to the non-controlling interest (Note 16)
|
-
|
263
|
4,730
|
|||||||||
Total comprehensive income for the year attributable to Costamare Inc.
|
$
|
440,847
|
$
|
603,607
|
$
|
360,715
|
Preferred Stock (Series E)
|
Preferred Stock (Series D)
|
Preferred Stock (Series C)
|
Preferred Stock (Series B)
|
Common Stock
|
Treasury Stock
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
# of shares
|
Par value
|
# of shares
|
Par value
|
# of shares
|
Par value
|
# of shares
|
Par value
|
# of shares
|
Par value
|
# of shares
|
Amount
|
Additional Paid-in Capital
|
Accumulated Other Comprehensive Income / (Loss)
|
(Accumulated deficit)/ Retained Earnings
|
Costamare Inc.
|
Non-controlling interest
|
Total
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
BALANCE, January 1, 2021
|
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
|
$ | - |
$
|
1,348,820
|
||||||||||||||||||||||||||||||||||||||||
- Net income
|
-
|
- |
-
|
- |
-
|
- |
-
|
- |
-
|
- |
- |
- |
- |
- |
435,121
|
435,121
|
- |
435,121
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
- Issuance of common stock (Notes 3 and 17)
|
- |
- |
- |
- |
- |
-
|
- |
-
|
1,824,466
|
-
|
- |
-
|
20,064
|
-
|
- |
20,064
|
-
|
20,064
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
- Dividends – Common stock (Note 17)
|
-
|
- |
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(52,850
|
)
|
(52,850
|
)
|
-
|
(52,850
|
)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
- Dividends – Preferred stock (Note 17)
|
-
|
- |
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(31,068
|
)
|
(31,068
|
)
|
-
|
(31,068
|
)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
-Gain from common control transaction (Note 3)
|
-
|
- |
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
86
|
-
|
- |
86
|
-
|
86
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
- Other comprehensive income (Note 22 and 24)
|
-
|
- |
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
5,726
|
- |
5,726
|
-
|
5,726
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
BALANCE, December 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
|
$ | - |
$
|
1,725,899
|
|||||||||||||||||||||||||||||||||||||||||
- Net income (1)
|
-
|
- |
-
|
- |
-
|
- |
-
|
- |
-
|
- |
-
|
- |
- |
- |
554,955
|
554,955
|
- |
554,955
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
- Issuance of common stock (Notes 3 and 17)
|
- |
- |
- |
- | - |
- |
- |
- |
3,053,309
|
- |
- |
- |
37,318
|
- |
- |
37,318
|
- |
37,318
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
- Repurchase of common stock (Note 17)
|
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(4,736,702
|
)
|
(60,095
|
)
|
- |
- |
- |
(60,095
|
)
|
- |
(60,095
|
)
|
||||||||||||||||||||||||||||||||||||||||||||||||||
- Dividends – Common stock (Note 17)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(118,711
|
)
|
(118,711
|
)
|
-
|
(118,711
|
)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
- Dividends – Preferred stock (Note 17)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(31,068
|
)
|
(31,068
|
)
|
-
|
(31,068
|
)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
- Other comprehensive income (Note 22 and 24)
|
-
|
- |
-
|
- |
-
|
- |
-
|
- |
-
|
- |
-
|
- |
- |
48,652
|
- |
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
|
$ | - |
$
|
2,156,950
|
||||||||||||||||||||||||||||||||||||||||
-Acquisition of non-controlling interest (Note 1)
|
-
|
- |
-
|
- |
-
|
- |
-
|
- |
-
|
- |
-
|
- | - |
- |
- |
- |
34,132
|
34,132
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
- Net income (1)
|
-
|
- |
-
|
- |
-
|
- |
-
|
- |
-
|
- |
-
|
- |
- |
- |
385,749
|
385,749
|
1,878
|
387,627
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
- Issuance of subsidiary shares to non-controlling interest (Note 1)
|
-
|
- |
-
|
- |
-
|
- |
-
|
- |
-
|
- |
-
|
- |
(10,831
|
)
|
- |
- |
(10,831
|
)
|
22,091
|
11,260
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
- Issuance of common stock (Notes 3 and 17)
|
- |
- |
- |
- |
- |
- |
- |
- |
2,340,720
|
1 |
- |
- |
22,171
|
- | - |
22,172
|
- |
22,172
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
- Repurchase of common stock (Note 17)
|
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(6,267,808
|
)
|
(60,000
|
)
|
- |
- |
- |
(60,000
|
)
|
-
|
(60,000
|
)
|
||||||||||||||||||||||||||||||||||||||||||||||||||
- Dividends to non-controlling shareholders of subsidiary
|
-
|
- |
-
|
- |
-
|
- |
-
|
- |
-
|
- |
-
|
- |
- |
- |
- |
- |
(1,872
|
)
|
(1,872
|
)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
- Dividends – Common stock (Note 17)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(55,407
|
)
|
(55,407
|
)
|
-
|
(55,407
|
)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
- Dividends – Preferred stock (Note 17)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(31,068
|
)
|
(31,068
|
)
|
-
|
(31,068
|
)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
- Other comprehensive loss (Note 22 and 24)
|
-
|
- |
-
|
- |
-
|
- |
-
|
- |
-
|
- |
-
|
- |
- |
(25,034
|
)
|
- |
(25,034
|
)
|
- |
(25,034
|
)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
BALANCE, December 31, 2023
|
4,574,100
|
$ | - |
3,986,542
|
$ | - |
3,973,135
|
$ | - |
1,970,649
|
$ | - |
129,379,133
|
$
|
13
|
(11,004,510
|
)
|
$
|
(120,095
|
)
|
$
|
1,435,294
|
$
|
21,387
|
$
|
1,045,932
|
$
|
2,382,531
|
$
|
56,229
|
$
|
2,438,760
|
(1) |
Net income excludes net loss
attributable to non-controlling interest of $263 and $6,608 during the years ended December 31, 2022 and 2023. Temporary equity - non-controlling interest in subsidiary is reflected outside of the permanent
stockholders’ equity on the 2022 and 2023 consolidated balance sheets. See Note 16 of the Notes to the Consolidated Financial Statements.
|
For the years ended December 31,
|
||||||||||||
2021
|
2022
|
2023
|
||||||||||
Cash Flows From Operating Activities:
|
||||||||||||
Net income:
|
$
|
435,121
|
$
|
554,692
|
$
|
381,019
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation
|
136,958
|
165,998
|
166,340
|
|||||||||
Credit loss provision
|
(324
|
)
|
-
|
-
|
||||||||
Amortization of debt discount
|
(1,280
|
)
|
-
|
-
|
||||||||
Amortization and write-off of financing costs
|
6,704
|
10,255
|
8,918
|
|||||||||
Amortization of deferred dry-docking and special survey costs
|
10,433
|
13,486
|
19,782
|
|||||||||
Amortization of assumed time charter
|
(424
|
)
|
198
|
(197
|
)
|
|||||||
Amortization of hedge effectiveness excluded component from cash flow hedges
|
-
|
1,286
|
4,354
|
|||||||||
Equity based payments
|
7,414
|
7,089
|
5,850
|
|||||||||
Increase in short-term investments
|
-
|
(1,296
|
)
|
(3,618
|
)
|
|||||||
Gain on sale of equity securities
|
(60,161
|
)
|
-
|
-
|
||||||||
(Gain) / loss on derivative instruments, net
|
1,246
|
(2,698
|
)
|
(4,801
|
)
|
|||||||
Gain on sale of vessels, net
|
(45,894
|
)
|
(126,336
|
)
|
(112,220
|
)
|
||||||
Loss on vessels held for sale
|
-
|
-
|
2,305
|
|||||||||
Vessels’ impairment loss
|
-
|
1,691
|
434
|
|||||||||
Income from equity method investments
|
(12,859
|
)
|
(2,296
|
)
|
(764
|
)
|
||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable
|
(12,828
|
)
|
(6,150
|
)
|
(36,619
|
)
|
||||||
Due from related parties
|
3,549
|
(3,838
|
)
|
(281
|
)
|
|||||||
Inventories
|
(9,917
|
)
|
(6,674
|
)
|
(32,975
|
)
|
||||||
Insurance claims receivable
|
(4,102
|
)
|
(4,209
|
)
|
(20,582
|
)
|
||||||
Prepayments and other
|
3,133
|
(361
|
)
|
(59,088
|
)
|
|||||||
Accounts payable
|
9,639
|
(710
|
)
|
27,896
|
||||||||
Due to related parties
|
1,261
|
638
|
(928
|
)
|
||||||||
Accrued liabilities
|
11,892
|
21,903
|
(12,542
|
)
|
||||||||
Unearned revenue
|
11,347
|
(2,267
|
)
|
17,191
|
||||||||
Other liabilities
|
(599
|
)
|
1,039
|
11,140
|
||||||||
Dividend from equity method investees
|
6,370
|
1,114
|
4,002
|
|||||||||
Dry-dockings
|
(18,882
|
)
|
(38,330
|
)
|
(43,233
|
)
|
||||||
Accrued charter revenue
|
(11,303
|
)
|
(2,631
|
)
|
9,985
|
|||||||
Net Cash provided by Operating Activities
|
466,494
|
581,593
|
331,368
|
|||||||||
Cash Flows From Investing Activities:
|
||||||||||||
Equity method investments
|
-
|
-
|
(1,274
|
)
|
||||||||
Return of capital from equity method investments
|
8,820
|
14
|
2,927
|
|||||||||
Payments to acquire short-term investments
|
-
|
(178,718
|
)
|
(199,555
|
)
|
|||||||
Settlements of short-term investments
|
-
|
60,000
|
305,695
|
|||||||||
Debt securities capital redemption
|
8,183
|
-
|
-
|
|||||||||
Proceeds from the settlement of insurance claims
|
1,035
|
2,769
|
7,763
|
|||||||||
Acquisition of a subsidiary, net of cash acquired
|
-
|
-
|
2,796
|
|||||||||
Issuance of investments in leaseback vessels
|
-
|
-
|
(198,832
|
)
|
||||||||
Capital collections from vessels’ leaseback arrangements
|
-
|
-
|
18,832
|
|||||||||
Proceeds from sale of equity securities
|
63,963
|
-
|
-
|
|||||||||
Vessel acquisition and advances/Additions to vessel cost
|
(992,093
|
)
|
(61,895
|
)
|
(83,494
|
)
|
||||||
Proceeds from the sale of vessels, net
|
122,636
|
220,318
|
224,235
|
|||||||||
Net Cash provided by / (used in) in Investing Activities
|
(787,456
|
)
|
42,488
|
79,093
|
||||||||
Cash Flows From Financing Activities:
|
||||||||||||
Proceeds from long-term debt and finance leases
|
1,225,397
|
1,014,284
|
576,206
|
|||||||||
Repayment of long-term debt and finance leases
|
(655,400
|
)
|
(984,313
|
)
|
(832,168
|
)
|
||||||
Payment of financing costs
|
(16,140
|
)
|
(20,129
|
)
|
(25,149
|
)
|
||||||
Repurchase of common stock
|
-
|
(60,095
|
)
|
(60,000
|
)
|
|||||||
Dividends paid
|
(71,263
|
)
|
(119,548
|
)
|
(71,867
|
)
|
||||||
Proceeds from stock issuance
|
-
|
3,750
|
16,163
|
|||||||||
Net Cash provided by / (used in) Financing Activities
|
482,594
|
(166,051
|
)
|
(396,815
|
)
|
|||||||
Net increase in cash, cash equivalents and restricted cash
|
161,632
|
458,030
|
13,646
|
|||||||||
Cash, cash equivalents and restricted cash at beginning of the year
|
191,896
|
353,528
|
811,558
|
|||||||||
Cash, cash equivalents and restricted cash at end of the year
|
$
|
353,528
|
$
|
811,558
|
$
|
825,204
|
||||||
Supplemental Cash Information:
|
||||||||||||
Cash paid during the year for interest, net of capitalized interest
|
$
|
71,813
|
$
|
100,699
|
$
|
152,628
|
||||||
Non-Cash Investing and Financing Activities:
|
||||||||||||
Dividend reinvested in common stock of the Company
|
$
|
12,655
|
$
|
30,231
|
$
|
16,321
|
||||||
Right-of-use assets obtained in exchange for operating lease obligations
|
$
|
-
|
$
|
-
|
$
|
440,202
|
For the years ended December 31,
|
||||||||||||
2021
|
2022
|
2023
|
||||||||||
Reconciliation of cash, cash equivalents and restricted cash
|
||||||||||||
Cash and cash equivalents
|
$
|
276,002
|
$
|
718,049
|
$
|
745,544
|
||||||
Restricted cash – current portion
|
8,856
|
9,768
|
10,645
|
|||||||||
Restricted cash – non-current portion
|
68,670
|
83,741
|
69,015
|
|||||||||
Total cash, cash equivalents and restricted cash
|
$
|
353,528
|
$
|
811,558
|
$
|
825,204
|
2021
|
2022
|
2023
|
|||||||||||
A
|
16
|
%
|
13
|
%
|
10
|
%
|
|||||||
B
|
20
|
%
|
18
|
%
|
9
|
%
|
|||||||
C
|
12
|
%
|
7
|
%
|
5
|
%
|
|||||||
D
|
12
|
%
|
8
|
%
|
6
|
%
|
|||||||
E
|
|
5
|
%
|
8
|
%
|
12
|
%
|
||||||
Total
|
65
|
%
|
54
|
%
|
42
|
%
|
For the year ended December 31, 2023
|
||||||||||||||||||||||||||||
Container vessels
segment
|
Dry bulk vessels
segment
|
CBI
|
NML
|
Other
|
Eliminations
|
Total
|
||||||||||||||||||||||
Voyage revenue
|
$
|
839,374
|
$
|
155,892
|
$
|
507,225
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,502,491
|
||||||||||||||
Intersegment voyage revenue
|
-
|
11,902
|
-
|
-
|
-
|
(11,902
|
)
|
-
|
||||||||||||||||||||
Income from investment in leaseback vessels
|
-
|
-
|
-
|
8,915
|
-
|
-
|
8,915
|
|||||||||||||||||||||
Depreciation
|
(126,719
|
)
|
(39,621
|
)
|
-
|
-
|
-
|
-
|
(166,340
|
)
|
||||||||||||||||||
Amortization of dry-docking and special survey costs
|
(15,344
|
)
|
(4,438
|
)
|
-
|
-
|
-
|
-
|
(19,782
|
)
|
||||||||||||||||||
Interest income
|
18,247
|
11,635
|
2,316
|
249
|
-
|
-
|
32,447
|
|||||||||||||||||||||
Interest and finance costs
|
(117,036
|
)
|
(23,941
|
)
|
(1,243
|
)
|
(2,208
|
)
|
(1
|
)
|
-
|
(144,429
|
)
|
|||||||||||||||
Income from equity method investments
|
-
|
-
|
-
|
-
|
764
|
-
|
764
|
|||||||||||||||||||||
Net Income/ (Loss) for the Year
|
$
|
507,041
|
$
|
(43,070
|
)
|
$
|
(88,106
|
)
|
$
|
4,513
|
$
|
641
|
$
|
-
|
$
|
381,019
|
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
|
)
|
-
|
|||||||||||||||||
Depreciation
|
(126,340
|
)
|
(39,658
|
)
|
-
|
-
|
-
|
(165,998
|
)
|
|||||||||||||||
Amortization of dry-docking and special survey costs
|
(11,831
|
)
|
(1,655
|
)
|
-
|
-
|
-
|
(13,486
|
)
|
|||||||||||||||
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
|
||||||||
Depreciation
|
(125,811
|
)
|
(11,147
|
)
|
-
|
(136,958
|
)
|
|||||||||
Amortization of dry-docking and special survey costs
|
(10,346
|
)
|
(87
|
)
|
-
|
(10,433
|
)
|
|||||||||
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, 2023
|
||||||||||||||||||||||||||||
Container
vessels
segment
|
Dry bulk
vessels
segment
|
CBI
|
NML
|
Other
|
Eliminations
|
Total
|
||||||||||||||||||||||
Total Assets
|
$
|
3,153,806
|
$
|
734,817
|
$
|
455,568
|
$
|
238,667
|
$
|
707,284
|
$
|
(3,120
|
)
|
$
|
5,287,022
|
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
|
Vessel Cost
|
Accumulated
Depreciation
|
Net Book
Value
|
||||||||||
Balance, January 1, 2022
|
$
|
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
|
|||||
Depreciation
|
-
|
(165,460
|
)
|
(165,460
|
)
|
|||||||
Vessel acquisitions, advances and other vessels’ costs
|
88,506
|
-
|
88,506
|
|||||||||
Vessel sales, transfers and other movements
|
(196,884
|
)
|
53,774
|
(143,110
|
)
|
|||||||
Balance, December 31, 2023
|
$
|
4,687,724
|
$
|
(1,240,927
|
)
|
$
|
3,446,797
|
Balance, January 1, 2022
|
$
|
31,859
|
||
Additions
|
38,330
|
|||
Amortization
|
(13,486
|
)
|
||
Write-off and other movements (Note 7)
|
(1,668
|
)
|
||
Balance, December 31, 2022
|
$
|
55,035
|
||
Additions
|
43,233
|
|||
Amortization
|
(19,782
|
)
|
||
Write-off and other movements (Note 7)
|
(5,685
|
)
|
||
Balance, December 31, 2023
|
$
|
72,801
|
Entity
|
Vessel
|
Participation %
December 31, 2023
|
Date Established
/Acquired |
||||||
Steadman Maritime Co.
|
-
|
49
|
%
|
July 1, 2013
|
|||||
Goodway Maritime Co.
|
-
|
49
|
%
|
September 22, 2015
|
December 31, 2022
|
December 31, 2023
|
|||||||
Current assets
|
$
|
11,697
|
$
|
1,386
|
||||
Non-current assets
|
91,471
|
-
|
||||||
Total assets
|
$
|
103,168
|
$
|
1,386
|
||||
Current liabilities
|
$
|
7,472
|
$
|
123
|
||||
Non-current liabilities
|
52,760
|
-
|
||||||
Total liabilities
|
$
|
60,232
|
$
|
123
|
For the years ended December 31,
|
||||||||||||
2021
|
2022
|
2023
|
||||||||||
Voyage revenue
|
$
|
43,088
|
$
|
23,789
|
$
|
13,832
|
||||||
Net income
|
$
|
27,617
|
$
|
4,686
|
$
|
1,559
|
Borrower(s)
|
December 31, 2022
|
December 31, 2023
|
|||||||||
A. |
Term Loans:
|
||||||||||
1
|
Nerida Shipping Co.
|
$
|
-
|
$
|
-
|
||||||
2
|
Singleton Shipping Co. and Tatum Shipping Co.
|
34,400
|
-
|
||||||||
3
|
Costamare. Inc.
|
-
|
-
|
||||||||
4
|
Bastian Shipping Co. and Cadence Shipping Co.
|
82,800
|
-
|
||||||||
5
|
Adele Shipping Co.
|
48,500
|
-
|
||||||||
6
|
Costamare Inc.
|
112,430
|
-
|
||||||||
7
|
Quentin Shipping Co. and Sander Shipping Co.
|
-
|
-
|
||||||||
8
|
Costamare Inc.
|
-
|
-
|
||||||||
9
|
Capetanissa Maritime Corporation et al.
|
15,671
|
-
|
||||||||
10
|
Caravokyra Maritime Corporation et al.
|
6,928
|
-
|
||||||||
11
|
Kelsen Shipping Co.
|
-
|
-
|
||||||||
12
|
Uriza Shipping S.A.
|
-
|
-
|
||||||||
13
|
Berg Shipping Co.
|
10,540
|
-
|
||||||||
14
|
Reddick Shipping Co. and Verandi Shipping Co.
|
-
|
-
|
||||||||
15
|
Evantone Shipping Co. and Fortrose Shipping Co.
|
17,750
|
-
|
||||||||
16
|
Ainsley Maritime Co. and Ambrose Maritime Co.
|
131,250
|
120,536
|
||||||||
17
|
Hyde Maritime Co. and Skerrett Maritime Co.
|
127,212
|
115,904
|
||||||||
18
|
Kemp Maritime Co.
|
64,300
|
58,525
|
||||||||
19
|
Vernes Shipping Co.
|
-
|
-
|
||||||||
20
|
Achilleas Maritime Corporation et al.
|
66,974
|
48,569
|
||||||||
21
|
Novara et al.
|
65,043
|
-
|
||||||||
22
|
Costamare Inc.
|
49,095
|
29,735
|
||||||||
23
|
Costamare Inc.
|
-
|
-
|
||||||||
24
|
Costamare Inc.
|
24,387
|
-
|
||||||||
25
|
Amoroto et al.
|
67,882
|
50,661
|
||||||||
26
|
Costamare Inc.
|
-
|
-
|
||||||||
27
|
Dattier Marine Corp et al.
|
-
|
-
|
||||||||
28
|
Bernis Marine Corp. et al.
|
47,884
|
41,695
|
||||||||
29
|
Costamare Inc.
|
52,361
|
-
|
||||||||
30
|
Costamare Inc.
|
62,500
|
38,500
|
||||||||
31
|
Adstone Marine Corp. et al.
|
-
|
-
|
||||||||
32
|
Amoroto et al.
|
33,700
|
24,240
|
||||||||
33
|
Benedict et al.
|
458,952
|
376,857
|
||||||||
34
|
Reddick Shipping Co. and Verandi Shipping Co.
|
43,500
|
33,000
|
||||||||
35
|
Quentin Shipping Co. and Sander Shipping Co.
|
85,000
|
74,625
|
||||||||
36
|
Greneta Marine Corp. et al.
|
30,000
|
26,045
|
||||||||
37
|
Bastian Shipping Co. et al.
|
-
|
260,630
|
||||||||
38
|
Adstone Marine Corp. et al.
|
82,885
|
101,065
|
||||||||
39
|
NML Loan 1
|
-
|
5,995
|
||||||||
40
|
Kalamata Shipping Corporation et al.
|
-
|
64,000
|
||||||||
41
|
Capetanissa Maritime Corporation et al.
|
-
|
22,417
|
||||||||
42
|
Archet Marine Corp. et al.
|
-
|
63,312
|
||||||||
43
|
NML Loan 2
|
-
|
34,920
|
||||||||
44
|
NML Loan 3
|
-
|
18,460
|
||||||||
45
|
Barlestone Marine Corp. et al.
|
-
|
12,000
|
||||||||
Total Term Loans
|
$
|
1,821,944
|
$
|
1,621,691
|
|||||||
B. |
Other financing arrangements
|
678,930
|
632,892
|
||||||||
C. |
Unsecured Bond Loan
|
106,660
|
110,500
|
||||||||
Total long-term debt
|
$
|
2,607,534
|
$
|
2,365,083
|
|||||||
Less: Deferred financing costs
|
(22,913
|
)
|
(18,863
|
)
|
|||||||
Total long-term debt, net
|
$
|
2,584,621
|
$
|
2,346,220
|
|||||||
Less: Long-term debt current portion
|
(325,611
|
)
|
(352,140
|
)
|
|||||||
Add: Deferred financing costs, current portion
|
5,497
|
5,113
|
|||||||||
Total long-term debt, non-current, net
|
$
|
2,264,507
|
$
|
1,999,193
|
Year ending December 31,
|
Amount
|
|||
2024
|
$
|
352,140
|
||
2025
|
320,084
|
|||
2026
|
448,505
|
|||
2027
|
348,046
|
|||
2028
|
350,563
|
|||
2029 and thereafter
|
545,745
|
|||
Total
|
$
|
2,365,083
|
Balance, January 1, 2022
|
$
|
25,716
|
||
Additions
|
7,347
|
|||
Amortization and write-off
|
(10,255
|
)
|
||
Transfers and other movements
|
105
|
|||
Balance, December 31, 2022
|
$
|
22,913
|
||
Additions
|
4,075
|
|||
Amortization and write-off
|
(8,125
|
)
|
||
Balance, December 31, 2023
|
$
|
18,863
|
||
Less: Current portion of financing costs
|
(5,113
|
)
|
||
Financing costs, non-current portion
|
$
|
13,750
|
12-month period ending December 31,
|
Amount
|
|||
2024
|
$
|
4,189
|
||
2025
|
24,280
|
|||
Total
|
$
|
28,469
|
||
Less: Discount
|
(1,908
|
)
|
||
Total finance lease liability
|
$
|
26,561
|
December
31, 2022
|
December
31, 2023
|
|||||||
Finance lease liabilities – current
|
$
|
-
|
$
|
2,684
|
||||
Finance lease liabilities – non-current
|
-
|
23,877
|
||||||
Total
|
$
|
-
|
$
|
26,561
|
December 31, 2023
|
||||
Lease receivable
|
$
|
41,901
|
||
Unguaranteed residual value
|
201
|
|||
Net investment in sales-type lease vessels
|
$
|
42,102
|
||
Net investment in sales-type lease vessels, current
|
(22,620
|
)
|
||
Net investment in sales-type lease vessels, non-current
|
$
|
19,482
|
12-month period ending
December 31,
|
Amount
|
|||
2024
|
$
|
65,811
|
||
2025
|
24,541
|
|||
2026
|
6,038
|
|||
2027
|
4,193
|
|||
2028
|
3,154
|
|||
Total undiscounted cash flows
|
$
|
103,737
|
||
Present value of lease payments*
|
$
|
41,901
|
12-month period ending December 31,
|
Amount
|
|||
2024
|
$
|
170,079
|
||
2025
|
79,530
|
|||
2026
|
50,608
|
|||
Total
|
$
|
300,217
|
||
Discount based on incremental borrowing rate
|
(25,161
|
)
|
||
Operating lease liabilities, including current portion
|
$
|
275,056
|
Year ending December 31,
|
Amount
|
|||
2024
|
$
|
(7,292
|
)
|
|
2025
|
(8,081
|
)
|
||
2026
|
(8,082
|
)
|
||
2027
|
(187
|
)
|
||
Total
|
$
|
(23,642
|
)
|
December 31,
2022
|
December 31,
2023
|
|||||||
Hires collected in advance
|
$
|
16,906
|
$
|
34,258
|
||||
Charter revenue resulting from varying charter rates
|
42,861
|
44,331
|
||||||
Unamortized balance of charters assumed
|
-
|
940
|
||||||
Total
|
$
|
59,767
|
$
|
79,529
|
||||
Less current portion
|
(25,227
|
)
|
(52,177
|
)
|
||||
Non-current portion
|
$
|
34,540
|
$
|
27,352
|
Year ending December 31,
|
Amount
|
|||
2024
|
$
|
1,037,731
|
||
2025
|
671,396
|
|||
2026
|
388,273
|
|||
2027
|
214,211
|
|||
2028
|
198,783
|
|||
2029 and thereafter
|
315,556
|
|||
Total
|
$
|
2,825,950
|
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 redeemable non-controlling interest
|
(263
|
)
|
||
Balance, December 31, 2022
|
$
|
3,487
|
||
Capital increase in non-controlling interest
|
3,750
|
|||
Net loss attributable to redeemable non-controlling interest
|
(6,608
|
)
|
||
Balance, December 31, 2023
|
$
|
629
|
For the year ended December 31,
|
||||||||||||
2021
|
2022
|
2023
|
||||||||||
Basic EPS
|
Basic EPS
|
Basic EPS
|
||||||||||
Net income
|
$
|
435,121
|
$
|
554,692
|
$
|
381,019
|
||||||
Less: Net loss attributable to non-controlling interest in subsidiaries
|
-
|
263
|
4,730
|
|||||||||
Net income attributable to Costamare Inc.
|
435,121
|
554,955
|
385,749
|
|||||||||
Less: paid and accrued earnings allocated to Preferred Stock
|
(31,068
|
)
|
(31,068
|
)
|
(31,068
|
)
|
||||||
Net income available to common stockholders
|
$ |
404,053
|
$ |
523,887
|
$ |
354,681
|
||||||
Weighted average number of common shares, basic and diluted
|
|
123,070,730
|
|
122,964,358
|
|
120,299,172
|
||||||
Earnings per common share, basic and diluted
|
$
|
3.28
|
$
|
4.26
|
$
|
2.95
|
For the year ended December 31, 2021
|
||||||||||||||||
Container
vessels
segment
|
Dry bulk
vessels
segment
|
CBI
|
Total
|
|||||||||||||
Time charters
|
$
|
678,292
|
$
|
115,347
|
$
|
-
|
$
|
793,639
|
||||||||
Total
|
$
|
678,292
|
$
|
115,347
|
$
|
-
|
$
|
793,639
|
For the year ended December 31, 2022
|
||||||||||||||||
Container
vessels
segment
|
Dry bulk
vessels
segment
|
CBI
|
Total
|
|||||||||||||
Time charters
|
$
|
797,392
|
$
|
313,276
|
$
|
-
|
$
|
1,110,668
|
||||||||
Voyage charters and Contracts of Affreightment
|
-
|
2,824
|
367
|
3,191
|
||||||||||||
Total
|
$
|
797,392
|
$
|
316,100
|
$
|
367
|
$
|
1,113,859
|
For the year ended December 31, 2023
|
||||||||||||||||
Container
vessels
segment
|
Dry bulk
vessels
segment
|
CBI
|
Total
|
|||||||||||||
Time charters
|
$
|
839,374
|
$
|
151,137
|
$
|
77,683
|
$
|
1,068,194
|
||||||||
Voyage charters and Contracts of Affreightment
|
-
|
4,755
|
429,542
|
434,297
|
||||||||||||
Total
|
$
|
839,374
|
$
|
155,892
|
$
|
507,225
|
$
|
1,502,491
|
For the year ended December 31,
|
||||||||||||
2021
|
2022
|
2023
|
||||||||||
Interest expense
|
$
|
72,261
|
$
|
107,205
|
$
|
152,123
|
||||||
Interest capitalized
|
(465
|
)
|
-
|
-
|
||||||||
Derivatives’ effect
|
6,417
|
(483
|
)
|
(22,876
|
)
|
|||||||
Amortization and write-off of financing costs
|
6,520
|
10,255
|
8,125
|
|||||||||
Amortization of excluded component related to cash flow hedges
|
-
|
1,286
|
4,354
|
|||||||||
Bank charges and other financing costs
|
1,314
|
3,970
|
2,703
|
|||||||||
Total
|
$
|
86,047
|
$
|
122,233
|
$
|
144,429
|
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,
2023
(in USD)
|
|||||||||||||||
21/5/2021
|
21/11/2025
|
€
|
50,000
|
$
|
61,175
|
2.70
|
%
|
4.10
|
%
|
$
|
(5,877
|
)
|
|||||||||
25/5/2021
|
21/11/2025
|
€
|
50,000
|
$
|
61,200
|
2.70
|
%
|
4.05
|
%
|
$
|
(5,756
|
)
|
|||||||||
Total fair value
|
$
|
(11,633
|
)
|
|
Derivatives
Assets-Current
|
Derivatives
Assets-Non-Current
|
||||||
FFAs*
|
$
|
30,404
|
$
|
2,758
|
||||
Bunker swaps
|
101
|
-
|
||||||
Interest rate swaps
|
7,827
|
12,864
|
||||||
Interest rate caps
|
14,716
|
11,701
|
||||||
Forward currency contracts
|
1,873
|
1,656
|
||||||
Total gross derivative contracts
|
$
|
54,921
|
$
|
28,979
|
||||
Amounts offset
|
||||||||
Counterparty netting*
|
(21,611
|
)
|
(340
|
)
|
||||
Total derivative assets, December 31, 2023
|
$
|
33,310
|
$
|
28,639
|
Derivatives
Liabilities-Current
|
Derivatives
Liabilities-Non-
Current
|
|||||||
FFAs*
|
$
|
(21,611
|
)
|
$
|
(340
|
)
|
||
Bunker swaps
|
(912
|
)
|
(1,699
|
)
|
||||
Cross-currency rate swaps
|
(2,138
|
)
|
(9,495
|
)
|
||||
Total gross derivative contracts
|
$
|
(24,661
|
)
|
$
|
(11,534
|
)
|
||
Amounts offset
|
||||||||
Counterparty netting*
|
21,611
|
340
|
||||||
Total derivative liabilities, December 31, 2023
|
$
|
(3,050
|
)
|
$
|
(11,194
|
)
|
The Effect of Derivative Instruments for the years ended
|
||||||||||||
December 31, 2021, 2022 and 2023
|
||||||||||||
Derivatives in ASC 815 Cash Flow Hedging Relationships
|
||||||||||||
Amount of Gain / (Loss) Recognized in
Accumulated OCI on Derivative
|
||||||||||||
2021
|
2022
|
2023
|
||||||||||
Interest rate swaps and cross-currency swaps
|
$
|
(754
|
)
|
$
|
36,591
|
$
|
3,385
|
|||||
Interest rate caps (included component)
|
-
|
4,495
|
6,629
|
|||||||||
Interest rate caps (excluded component) (1)
|
-
|
6,700
|
(16,589
|
)
|
||||||||
Reclassification to Interest and finance costs
|
6,417
|
(483
|
)
|
(22,876
|
)
|
|||||||
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
|
4,354
|
|||||||||
Amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to Depreciation
|
63
|
63
|
63
|
|||||||||
Total
|
$
|
5,726
|
$
|
48,652
|
$
|
(25,034
|
)
|
Derivatives Not Designated as Hedging Instruments
under ASC 815
|
|||||||||||||
Location of Gain / (Loss)
Recognized in Gain / (Loss) on derivative
instruments, net
|
Amount of Gain / (Loss)
Recognized in Gain / (Loss) on derivative
instruments, net
|
||||||||||||
2021
|
2022
|
2023
|
|||||||||||
Interest rate swaps / caps
|
Gain / (loss) on derivative instruments, net
|
$
|
(380
|
)
|
$
|
(182
|
)
|
$
|
12,207
|
||||
Forward Freight Agreements
|
Gain / (loss) on derivative instruments, net
|
-
|
108
|
5,420
|
|||||||||
Bunker swap agreements
|
Gain / (loss) on derivative instruments, net
|
-
|
(12
|
)
|
(1,490
|
)
|
|||||||
Forward currency contracts
|
Gain / (loss) on derivative instruments, net
|
(866
|
)
|
2,784
|
1,151
|
||||||||
Total
|
$
|
(1,246
|
)
|
$
|
2,698
|
$
|
17,288
|
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
|
$
|
-
|
|
December 31,
2023
|
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
|
$
|
3,529
|
$
|
-
|
$
|
3,529
|
$
|
-
|
||||||||
Forward Freight Agreements-asset position
|
11,210
|
-
|
11,210
|
-
|
||||||||||||
Bunker swap agreements-liability position
|
(2,509
|
)
|
-
|
(2,509
|
)
|
-
|
||||||||||
Interest rate swaps-asset position
|
20,691
|
-
|
20,691
|
-
|
||||||||||||
Interest rate caps-asset position
|
26,417
|
-
|
26,417
|
-
|
||||||||||||
Cross-currency rate swaps-liability position
|
(11,633
|
)
|
-
|
(11,633
|
)
|
-
|
||||||||||
Total
|
$
|
47,705
|
$
|
-
|
$
|
47,705
|
$
|
-
|
(a) |
Declaration and payment of dividends (common
stock): On January 2, 2024, the Company declared a dividend of $0.115 per share on the common stock, which was paid on February 7, 2024, to holders of record of common stock as of January 22, 2024.
|
|
(b) |
Declaration and payment of dividends (preferred
stock Series B, Series C, Series D and Series E): On January 2, 2024, the Company declared a dividend of $0.476563
per share on the Series B Preferred Stock, $0.531250 per share on the Series C Preferred Stock, $0.546875 per share on the Series D Preferred Stock and $0.554688 per share on the Series E Preferred Stock, which were all paid on January 16, 2024 to holders of record as of January 12, 2024.
|
|
(c) |
Vessels’ sale: On January 23, 2024,
based on a Memorandum of Agreement the Company entered into on January 11, 2024, the dry bulk vessel Progress was delivered to her buyers (Note 7) and,
at the same date, based on a Memorandum of Agreement the Company entered into on December 18, 2023, the dry bulk vessel Manzanillo was delivered to her buyers (Note 7). On January 10, 2024, pursuant to the sale of the vessels Progress and Manzanillo, the Company prepaid the amounts of $5,797 and $5,128,
related to the term loans discussed in Notes 11.A.25 and 11.A.38, respectively. On February 7, 2024, based on a Memorandum of Agreement the Company entered into on December 14, 2023, the dry bulk vessel Konstantinos was delivered to her buyers (Note 7). On February 1, 2024, pursuant to the sale of the vessel Konstantinos, the Company prepaid the amount of $5,400
related to the term loan discussed in Note 11.A.25. On January 29, 2024, the Company agreed to sell the dry bulk vessel Merida, which was delivered to her
buyers on March 6, 2024. On February 28, 2024, pursuant to the sale of the vessel Merida, the Company prepaid the amount of $6,125 related to the term loan discussed in Note 11.A.38. On February 7, 2024, the Company agreed to sell the dry bulk vessels Pegasus and Alliance, which were delivered to their buyers in the first quarter of
2024. On February 27, 2024, pursuant to the sale of the vessels Pegasus and Alliance,
the Company prepaid the amounts of $5,844 and $4,788 related to the term loans discussed in Notes 11.A.22 and 11.A.25, respectively.
|
|
(d) |
Vessel acquisition: On February 7, 2024, the Company took delivery of the secondhand dry bulk vessel Iron Miracle (tbr Miracle) (Note 7).
|
|
(e) |
Investment in leaseback vessels: In February 2024, NML acquired one
dry-bulk vessel for $14,600 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it
prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. In February 2024, NML acquired one dry-bulk vessel for $6,325 (Note
15(c)(ii)) and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The
seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement
bear interest at Daily Non-Cumulative Compounded SOFR plus a
margin.
|
|
Dated November 2023 |
|
Clause | Page |
1 |
Definitions and interpretation | 3 |
|
|
|
2 |
Commencement and duration | 9 |
|
|
|
3 |
Appointment and exclusivity | 9 |
|
|
|
4 |
Services, duties and obligations of Service Provider | 9 |
|
|
|
5 |
Service Provider’s authority | 11 |
|
|
|
6 |
Co-ordination between Service Providers | 12 |
|
|
|
7 |
Fees | 12 |
|
|
|
8 |
Invoicing and Payment | 13 |
|
|
|
9 |
Liability | 13 |
|
|
|
10 |
Termination | 15 |
|
|
|
11 |
Consequences of termination | 16 |
|
|
|
12 |
Confidentiality | 16 |
|
|
|
13 |
Personnel | 17 |
|
|
|
14 |
Force majeure | 18 |
|
|
|
15 |
Rights of third parties | 18 |
|
|
|
16 |
Assignment and subcontracting | 18 |
|
|
|
17 |
Successors | 18 |
|
|
|
18 |
Accumulation of remedies | 18 |
|
|
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19 |
Waiver | 18 |
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|
|
20 |
Notices | 18 |
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|
|
21 |
No partnership | 19 |
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|
|
22 |
Language | 20 |
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|
23 |
Further assurances | 20 |
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|
24 |
Severance | 20 |
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25 |
Variation | 20 |
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26 |
Costs | 20 |
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|
|
27 |
Counterparts | 20 |
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|
28 |
Entire agreement | 20 |
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29 |
Annual Budget and Business Information | 21 |
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30 |
Vessels | 21 |
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31 |
Governing law | 21 |
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|
32 |
Jurisdiction | 21 |
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|
33 |
Service of process | 22 |
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|
Schedule 1 The Vessels |
23 |
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Schedule 2 Services |
24 |
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|
Schedule 3 Key Personnel |
27 |
(1) |
COSTAMARE BULKERS INC., a corporation incorporated under the laws of the Republic of the Marshall Islands with company number 109505 whose principal
administrative office is at Gildo Pastor Center, 7 rue de Gabian, Fontvieille, Monaco 98000 (the Company); and
|
(2) |
COSTAMARE BULKERS SERVICES CO., LTD. a company incorporated under the laws of Japan with company number 0100-01-238888 whose registered office is at 26th Floor, Kyobashi Edgrand 2-2-1 Kyobashi,
Chuoku, Tokyo (Service Provider D).
|
(A) |
The Company is an international shipping company operating on worldwide basis, utilizing owned or chartered vessels.
|
(B) |
The Service Provider D is a company specialised in chartering brokerage of mainly panamax and capesize dry-bulk vessels, providing post fixture services and the sourcing and booking of cargo to be transported by ships.
|
(C) |
The Company wishes to receive, and the Service Provider D wishes to provide, the Services (as defined below) on the terms set out in this Agreement.
|
1 |
Definitions and interpretation
|
1.1 |
In this Agreement and the recitals, the following terms have the following meanings unless the context requires otherwise:
|
|
(a) |
between the Company, as charterer, and an Owner in respect of the Prospective Vessel of that Owner; or
|
|
(b) |
between the Company, as disponent owner and a Charterer, as charterer, in respect of a Vessel.
|
|
(a) |
was disclosed or received before or after the date of this Agreement as a result of the discussions leading up to this Agreement, entering into this Agreement or the performance of this Agreement; and
|
|
(b) |
is designated as “confidential information” by the Disclosing Party at the time of disclosure; or
|
|
(c) |
would be regarded as being confidential by a reasonable business person; or
|
|
(d) |
is clearly confidential from its nature and/or the circumstances in which it was imparted, and including:
|
|
(e) |
information which relates to the commercial affairs, business, finances, infrastructure, products, services, developments, inventions, trade secrets, Know-how, Personnel, or contracts of, and any other
information relating to, the Disclosing Party or its Affiliates (or its or their customers);
|
|
(f) |
any information referred to in (a) to (e) above disclosed on a Disclosing Party’s behalf by its Representatives or Affiliates; and
|
|
(g) |
information extracted, copied or derived from information referred to in (a) to (f) above.
|
|
(a) |
acts of God, flood, drought, earthquake or other natural disaster;
|
|
(b) |
epidemic or pandemic;
|
|
(c) |
terrorist attack, war or riots;
|
|
(d) |
nuclear, chemical or biological contamination;
|
|
(e) |
collapse of buildings, fire, explosion or accident;
|
|
(f) |
national strikes, lock-outs or other labour disturbances; and
|
|
(g) |
anything beyond the reasonable control of a Party.
|
|
(a) |
it becomes insolvent or unable to pay its debts;
|
|
(b) |
it ceases to carry on business, stops payment of its debts or any class of them or enters into any compromise or arrangement in respect of its debts or any class of them; or any step is taken to do any of
those things;
|
|
(c) |
it is dissolved or enters into liquidation, administration, moratorium, administrative receivership, receivership, a voluntary arrangement, a scheme of arrangement with creditors, any analogous or similar
procedure in any jurisdiction other than England or any other form of procedure relating to insolvency, reorganisation (except a fully solvent reorganisation) or dissolution in any jurisdiction; or a petition is presented or other step is
taken by any person with a view to any of those things;
|
|
(d) |
any judgment or order against it is not stayed or complied with within 14 (fourteen) days; or
|
|
(e) |
any steps are taken to enforce any security over any of its assets.
|
|
(a) |
is built in a shipyard in Japan, South Korea or China, Vietnam, Taiwan, Poland, Romania, The Philippines, in each case not older than 20 years from date of construction;
|
|
(b) |
is registered with a flag of a flag state commonly encountered in the shipping market; and
|
|
(c) |
is classed with a reputable classification society commonly encountered in the shipping market and being a member of the International Association of Classification Societies.
|
|
(a) |
the United States of America;
|
|
(b) |
the United Kingdom;
|
|
(c) |
the Hellenic Republic;
|
|
(d) |
the Kingdom of Denmark;
|
|
(e) |
the Federal Republic of Germany;
|
|
(f) |
the Republic of Singapore;
|
|
(g) |
the State of Japan;
|
|
(h) |
the Republic of the Marshall Islands;
|
|
(i) |
any country with respect to which a Party is organized or resident, or has material (financial or otherwise) interests or operations;
|
|
(j) |
the European Union;
|
|
(k) |
the United Nations; and
|
|
(l) |
the governments and official institutions or agencies of any of the institutions, organisations or (as he case may be) countries set out in the foregoing paragraphs, including without limitation the U.S.
Office of Foreign Asset Control, the U.S. Department of State, and Her Majesty’s Treasury.
|
|
(a) |
directly or indirectly controlled by such person; or
|
|
(b) |
of whose dividends or distributions on ordinary voting share capital such person is beneficially entitled to receive more than 50 per cent.
|
|
(a) |
all forms of tax, levy, duty, charge, impost, withholding or other amount whenever created or imposed and whether of the United Kingdom or elsewhere payable to or imposed by any Taxation Authority; and
|
|
(b) |
all charges, interest, penalties and fines incidental or relating to any Taxation falling within (a) above or which arise as a result of the failure to pay any Taxation on the due date or to comply with any
obligation relating to Taxation.
|
1.2 |
In this Agreement and the recitals, unless the context requires otherwise:
|
|
(a) |
the table of contents and the headings are inserted for convenience only and do not affect the interpretation of this Agreement;
|
|
(b) |
references to clauses and Schedules are to clauses of, and schedules, to this Agreement, and references to a part or paragraph are to a part or paragraph of a Schedule to this Agreement;
|
|
(c) |
references to this Agreement:
|
|
(i) |
or to any other document or to any specified provision of this Agreement are to this Agreement, that document or that provision as from time to time amended in accordance with the terms of this Agreement or
that document or, as the case may be, with the agreement of the Parties or, as the case may be, the relevant parties thereto;
|
|
(ii) |
include its Schedules together with any other documents expressly incorporated by reference;
|
|
(d) |
words importing the singular include the plural and vice versa, and words importing a gender include every gender;
|
|
(e) |
references to a person include an individual, corporation, partnership, any unincorporated body of persons and any government entity;
|
|
(f) |
references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction
other than England be deemed to include what most closely approximates in that jurisdiction to the English legal term;
|
|
(g) |
references to time are to London time and any reference to day mean a period of twenty-four (24) hours running from midnight to midnight;
|
|
(h) |
the rule known as the ejusdem generis rule shall not apply, and accordingly words introduced by words and phrases such as include,
including, other and in particular shall not be given a restrictive meaning or limit the generality of any preceding
words or be construed as being limited to the same class as the preceding words where a wider construction is possible;
|
|
(i) |
the word company shall be deemed to include any partnership, undertaking or other body of persons, whether incorporated or not incorporated and whether now existing
or formed after the date of this Agreement;
|
|
(j) |
references to notice, a Party notifying, a Party giving notice and other similar
references means a notice given in accordance with clause 20 (Notices);
|
|
(k) |
references in this Agreement to the termination of this Agreement, to this Agreement terminating,
and to similar references, include termination of this Agreement by expiry; and
|
|
(l) |
references to indemnifying any person against any circumstance include reimbursing, indemnifying and keeping it indemnified at all times against the following: (i)
any claim, demand, proceeding, investigation or other like action from time to time made against it; and (ii) all Losses incurred by it, in each case as a consequence of that circumstance, and indemnify
has a corresponding meaning.
|
1.3 |
In this Agreement and the recitals, unless the context requires otherwise, a reference to any statute or statutory provision (whether of the United Kingdom or elsewhere) includes:
|
|
(a) |
any subordinate legislation (as defined by section 21(1) Interpretation Act 1978) made under it; and
|
|
(b) |
any provision superseding it or re-enacting it (with or without modification), after the date of this Agreement, except to the extent that the liability of a Party is thereby increased or extended, and any
such statute, statutory provision or subordinate legislation as is in force at the date of this Agreement shall be interpreted as it is interpreted at the date of this Agreement (and no account shall be taken of any change in the
interpretation of any of the foregoing by any court of law or tribunal made after the date of this Agreement).
|
1.4 |
To the extent that there is an inconsistency between the terms of:
|
|
(a) |
this Agreement (excluding the Schedules) and the Schedules, the former shall prevail; and
|
|
(b) |
this Agreement and any other document referred to in this Agreement, this Agreement shall prevail, except to the extent that the prevailing document (as determined by (a) or (b) above) expressly provides
otherwise.
|
2
|
3 |
Appointment and exclusivity
|
3.1 |
The Company hereby appoints the Service Provider D and the Service Provider D hereby agrees to act as service provider for the Company in respect of the Services subject to the terms and conditions herein
provided.
|
3.2 |
The Service Provider D will act for, and provide the Services to, the Company on an exclusive basis.
|
3.3 |
The Service Provider D shall not provide the Services to any person other than the Company.
|
4 |
Services, duties and obligations of Service Provider
|
4.1 |
The Service Provider D will perform and provide to the Company the Chartering Services and the Cargo Sourcing Services in the Relevant Market.
|
4.2 |
The Service Provider D shall perform and provide to the Company the Services in accordance with:
|
|
(a) |
reasonable care and skill;
|
|
(b) |
Good Industry Practice;
|
|
(c) |
without prejudice to clause 4.3, all Company’s policies and internal controls notified to the Service Provider D from time to time;
|
|
(d) |
all applicable laws. The Service Provider D shall not do or omit to do anything which may cause the Company to breach any law applying to it or to lose any licence, authority, consent or permission upon
which the Company relies to conduct its business; and
|
|
(e) |
the other provisions of this Agreement.
|
4.3 |
The Service Provider D shall, in performing and providing the Services:
|
|
(a) |
except as otherwise expressly provided for in this Agreement, be responsible (at its own cost) for providing its respective facilities, Personnel and other resources necessary to provide the Services in
accordance with this Agreement; and
|
|
(b) |
comply with:
|
|
(i) |
any date or time specified for such performance in this Agreement. Time is of the essence in relation to such dates and times. Where this Agreement does not specify any such date or time, the Service
Provider D shall provide the Services as soon as possible and but in any event within a reasonable period of time;
|
|
(ii) |
the reasonable directions, instructions and requests made by the Company that are consistent with the terms of this Agreement, and otherwise co-operate with the Company and each other Service Provider in
the provision of the Services;
|
|
(iii) |
health and safety regulations, and the Company site and security requirements notified to it from time to time, when on the Company’s premises and in relation to the Company’s computer, communications,
software (licensed or own) and other technology; and
|
|
(iv) |
the Company’s risk management policy / authority matrix and other matters set out in this Agreement.
|
4.4 |
The Service Provider D must also co-ordinate and co-operate with any Owner or appointed manager of a Vessel for matters relating to the Services and to extent required for providing the relevant Services at
any given time.
|
4.5 |
The Service Provider D is not responsible for the performance or non-performance of any Contract by the Company.
|
4.6 |
The Service Provider D has been:
|
|
(a) |
given access by the Company to (among others) certain:
|
|
(A) |
software licenced to and used by the Company in running its business (including a Risk Management module provided by such software);
|
|
(B) |
information service subscriptions licenced to and used by the Company in running its business (such as newspapers, trade indices, dashboards, reports, outlooks etc.)
|
|
(C) |
data repositories and tenants used by the Company in running its business (including Microsoft Azure tenant);
|
|
(b) |
granted contractual rights by the Company to use services (such as headhunting services) rendered by third party providers to the Company, its subsidiaries, affiliates and agents,
|
|
(c) |
facilitate the Company in:
|
|
(i) |
monitoring the financial outcome of the Services performed and provided by the Service Provider D to the Company under this Agreement; and
|
|
(ii) |
safeguarding its and that of its Employees’ compliance with the Company’s risk management policy / authority matrix; and
|
|
(d) |
assist the Service Provider D in performing its duties and obligations under this Agreement.
|
4.7 |
The Service Provider D shall arrange for all Contracts to be uploaded and all relevant information in connection with:
|
|
(a) |
each Contract and the relevant parties’ performance thereunder; or
|
|
(b) |
a Vessel and its performance under the Contract(s) relevant to it,
|
4.8 |
The Service Provider D shall, at any relevant time, designate to the Company:
|
|
(a) |
those persons from the Service Provider D’s personnel which will have access to the software and/or subscriptions and/or services mentioned in clause 4.6; and
|
|
(b) |
the extent of access rights which each such person will have in the said software.
|
4.9 |
The Service Provider D has been given access and/or granted the right of use by the Company to the software and/or subscriptions and/or services mentioned in clause 4.6 for free (i.e. without the need for
the Service Provider D to make any payment to the Company for such access to, and/or usage of, such software and/or subscriptions and/or services) in order to be able to render its services under this Agreement.
|
4.10 |
The Service Provider D shall implement, maintain, duly administer and monitor compliance with policies, procedures and internal controls consistent with such of the Company’s policies, procedures and
internal controls (as amended from time to time) as are relevant to the Service Provider D, including policies, procedures and internal controls of Costamare Inc. (CMRE), which is a corporation
listed in NYSE, such as (without limitation):
|
|
(a) |
code of business conduct and ethics;
|
|
(b) |
anti‐bribery (FCPA) policy;
|
|
(c) |
whistleblower protection policy;
|
|
(d) |
policy for trading in company securities;
|
|
(e) |
sanctions policy; and
|
|
(f) |
the application of the Sarbanes–Oxley Act of 2002.
|
5 |
Service Provider’s authority
|
5.1 |
In any contractual negotiations on behalf of the Company, the Service Provider D should not act as the final decision maker and should make it clear to whoever it communicates with that the Company shall
take the final decision in respect of any Charter or other contractual agreement to be entered into by or on behalf of the Company.
|
5.2 |
The Service Provider D’s Personnel may not sign any contracts in the name of the Company.
|
5.3 |
The Service Provider D shall act as the Company’s spokesperson during any contract negotiations concerning the Company. The Service Provider D shall have close interaction with the Company and shall seek to
be in close consultation with the Company in every contract negotiation concerning the Company.
|
5.4 |
The final decision with respect to the conclusion of any contract concerning the Company and negotiated by the Service Provider D shall be made by the Company.
|
5.5 |
It is understood by the Service Provider D that the Company always reserves the right to request that appropriate changes are made to the Service Provider D Personnel’s proposal in connection with any
contract to be entered into by on behalf of the Company.
|
5.6 |
No contract shall be negotiated or entered into which is in breach of the Company’s risk management policy (including for the avoidance of doubt, exceeding a set maximum value at risk amount or the worst
case analysis policy, in either case as determined pursuant to software shared by Company with the Service Provider D in accordance with clause 4.6). The Service Provider D acknowledges that it and its Personnel is aware of the Company’s
risk management policy / authority matrix and that such risk management policy / authority matrix shall be duly complied with at all times.
|
5.7 |
The Service Provider D shall not take any action that would commit the Company or any of its Affiliates in a manner that would be contrary to the Company’s risk management policies / authority matrix
(including the Company’s value at risk policy and the worst case analysis policy as disclosed to the Service Provider D by the Company).
|
5.8 |
The procedures and further restrictions set out in part 1 and part 2 of Schedule 2 shall be followed strictly by the Service Provider D.
|
6 |
Co-ordination between Service Providers
|
6.1 |
The Service Provider D will, in providing the Services to the Company, co-ordinate with:
|
|
(a) |
each other Service Provider and the Company, in order to achieve the objectives of:
|
|
(i) |
sourcing and introducing or proposing Prospective Vessels of the best available quality in the Relevant Market for each such Service Provider; and/or
|
|
(ii) |
the Company agreeing Charters on the best available terms.
|
|
(b) |
Service Provider C, in order to achieve the objectives of booking cargo and agreeing COAs for the Company on the best available terms in the Relevant Market for such Service Provider.
|
6.2 |
Without prejudice to the generality of clause 6.1, the Service Provider D will, in providing the respective Services to the Company, provide to the other Service Providers all information it considers
appropriate so as for the other Service Providers to be aware of the Vessels it has acted as agent at any given time and the terms thereof.
|
6.3 |
Without prejudice to the generality of clause 6.1, the Service Provider D agrees that, for as long as all dry-bulk vessels owned (directly or indirectly) by CMRE are not transferred to the ownership (direct
or indirect) of the Company, the Company may disclose to CMRE or any of its subsidiaries or Affiliates or to any of Costamare Shipping Services Ltd. and Costamare Shipping Company S.A. any product or information provided by the Service
Provider D to the Company in the course of providing the Services to the Company under this Agreement.
|
7 |
Fees
|
7.1 |
The Fees payable to the Service Provider D for the performance and provision of the respective Services shall be calculated on the basis of:
|
|
(a) |
the Cost Base, plus
|
|
(b) |
an Arm’s Length mark-up on the Cost Base in accordance with the remuneration for functions performed, risks assumed and assets employed, plus
|
|
(c) |
any costs incurred by the Service Provider D on behalf of the Company (as paying agent only and without enhancing the value of the services paid for) in the provision and performance of the Services (for
the avoidance of doubt, excluding any mark-up thereto),
|
7.2 |
The Fees are (except where otherwise specified) exclusive of VAT (if applicable).
|
8 |
Invoicing and Payment
|
8.1 |
The Service Provider D shall invoice the Company the Fees (if any) quarterly in advance on the basis of the budgeted costs provided to the Company in accordance with clause 29. Invoices shall be denominated
in and payable in Japanese Yen by bank transfer.
|
8.2 |
Subject to the Service Provider D having provided the Services to which the invoice relates in accordance with this Agreement, and having complied with the invoicing requirements set out in this clause 8,
the Company shall pay the invoiced amount by the end of the calendar month in which the invoice is received by the Company.
|
8.3 |
Where any supply for VAT purposes is made under or in connection with this Agreement by the Service Provider D:
|
|
(a) |
the Service Provider D shall provide a valid VAT invoice in respect of any such supply. Such invoice shall:
|
|
(i) |
show the VAT in any invoice as a separate item; and
|
|
(ii) |
be provided in a format and within the timescales as may be provided for by law from time to time; and
|
|
(b) |
the Company shall, in addition to any payment made for that supply, pay to the Service Provider D such VAT as is validly chargeable in respect of the supply at the same time as payment is due or, if
received later, as soon as reasonably practicable after receipt of the VAT invoice referred to in this clause 8.3.
|
8.4 |
At the end of each Financial Year, and after finalisation of its financial statements, the Service Provider D shall provide the Company with final invoices which shall cater for any:
|
|
(a) |
upwards adjustment of any unbilled portion of the Fees (calculated on the basis of actual costs incurred during that Financial Year, plus the relevant mark-up thereon); or
|
|
(b) |
downwards adjustment of any excess-billed portion of the Fees (calculated on the basis of actual costs incurred during that Financial Year, plus the relevant mark-up thereon).
|
8.5 |
The Service Provider D shall not make any payments to third parties on behalf of the Company, unless expressly requested by the Company to do so, in which case the Service Provider D shall make such
payments as a paying agent only and shall not enhance the value of the services paid for.
|
8.6 |
The Company shall not be:
|
|
(a) |
required to pay any amount to the Service Provider D in connection with the provision of the Services except for the Fees, VAT and any amounts paid by the Service Provider D as paying agent only in
accordance with clause 8.5, in each case invoiced in accordance with this clause 8; or
|
|
(b) |
responsible for the payment of any amount in respect of the Services which were not provided in accordance with this Agreement, or which were only required due to the Service Provider D’s negligent or
deficient provision of the Services.
|
|
9 |
Liability
|
9.1 |
Nothing in this Agreement limits or excludes:
|
|
(a) |
a Party’s liability:
|
|
(i) |
to the extent that it cannot be legally limited or excluded by law;
|
|
(ii) |
for death or personal injury arising out of its negligence or that of its Personnel; and
|
|
(iii) |
for Losses suffered by the other Party arising out of the other Party’s (or its Personnel’s) fraud or fraudulent statement; or
|
|
(b) |
the Service Provider D’s liability:
|
|
(i) |
for breach of confidence or breach of clause 12 (Confidentiality); and
|
|
(ii) |
in respect of wilful abandonment of this Agreement.
|
9.2 |
Subject to clause 9.1, no Party shall have any liability to the other Party, whether in contract (including under any indemnity or warranty), in tort, for breach of statutory duty, or otherwise, arising
under or in connection with this Agreement for:
|
|
(a) |
loss of profit;
|
|
(b) |
loss of revenue;
|
|
(c) |
loss of anticipated savings;
|
|
(d) |
loss of contract, business or opportunity;
|
|
(e) |
loss of goodwill;
|
|
(f) |
wasted expenditure; or
|
|
(g) |
indirect or consequential Losses of any kind whatsoever and however caused, whether or not reasonably foreseeable, reasonably contemplatable, or actually foreseen or actually contemplated, by that Party at
the time of entering into this Agreement,
|
9.3 |
Each Party agrees that the other Party’s express obligations and warranties in this Agreement are (to the fullest extent permitted by law) in lieu of and to the exclusion of any other warranty, condition,
term or undertaking of any kind (including those implied by law), statutory or otherwise, relating to anything to be done under or in connection with this Agreement and the Services.
|
9.4 |
The Parties agree that the limitations and exclusions of liability contained in this clause 9 have been subject to commercial negotiation and are considered by them to be reasonable in all the
circumstances, having taken into account section 11 and the guidelines in schedule 1 of the Unfair Contract Terms Act 1977.
|
9.5 |
It is hereby expressly agreed that no employee or agent of the Service Provider D (including any sub-contractor from time to time employed by the Service Provider D) shall in any circumstances whatsoever be
under any liability whatsoever to the Company for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on its part while acting in the course of or in connection with
its employment and, without prejudice to the generality of the foregoing provisions in this clause 9, every exemption, limitation, condition and liberty herein contained and every right, exemption from liberty, defence and immunity of
whatsoever nature applicable to the Service Provider D acting as aforesaid and for the purpose of all the foregoing provisions of this clause 9, the Service Provider D is or shall be deemed to be acting as agent or trustee on behalf of
and for the benefit of all persons who are or might be its servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement.
|
9.6 |
For the avoidance of doubt, it is acknowledged by the Company that:
|
|
(a) |
it is solely responsible for performing its obligations under any Contract or other contract entered into by the Company whether directly or through the Service Provider D’s intermediation; and
|
|
(b) |
the Service Provider D is not responsible to perform itself any of the Company’s obligations thereunder.
|
|
10 |
Termination
|
10.1 |
This Agreement may be terminated by the Company:
|
|
(a) |
with immediate effect by notice to the Service Provider D if:
|
|
(i) |
the Service Provider D is subject to an Insolvency Event; or
|
|
(ii) |
the Service Provider D is a Sanctioned Person; or
|
|
(iii) |
the Service Provider D commits a material breach of this Agreement which is not capable of remedy or, if capable of remedy, is not remedied within thirty (30) days after the Company has given written notice
requiring such breach to be remedied; or
|
|
(iv) |
the Service Provider D commits repeated breaches (whether the same or different, whether individually material or not, and whether or not remedied) which, when taken together over any twelve (12) month
period, in the reasonable opinion of the Company:
|
|
(A) |
deprive it as a whole of the use or enjoyment of a significant proportion of the Services; or
|
|
(B) |
cause business disruption or substantial inconvenience; or
|
|
(b) |
in accordance with clause 14 (Force Majeure).
|
10.2 |
This Agreement may be terminated by the Service Provider D with immediate effect by notice to the Company if:
|
|
(a) |
the Company is subject to an Insolvency Event; or
|
|
(b) |
the Company is a Sanctioned Person; or
|
|
(c) |
the Company commits a material breach of this Agreement which is not capable of remedy or, if capable of remedy, is not remedied within thirty (30) days after the Service Provider D has given written notice
requiring such breach to be remedied; or
|
|
(d) |
the Company commits repeated breaches (whether the same or different, whether individually material or not, and whether or not remedied) which, when taken together over any twelve (12) month period, in the
reasonable opinion of the Service Provider D cause it business disruption or substantial inconvenience.
|
10.3 |
Each Party shall immediately notify the other Party of any Insolvency Event or of it becoming a Sanctioned Person.
|
|
11 |
Consequences of termination
|
11.1 |
Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination.
|
11.2 |
On termination of this Agreement:
|
|
(a) |
the Service Provider D shall transfer or return to the Company all material, information, documentation, assets and other items made available to it or its Personnel by the Company to enable it to provide
the Services;
|
|
(b) |
the Recipient of Confidential Information shall return (or destroy, if requested by the Disclosing Party in writing) the Disclosing Party’s Confidential Information, including such information as was made
available to the Recipient’s Permitted Disclosees;
|
|
(c) |
at the Disclosing Party’s request, following the return or destruction of Confidential Information in accordance with clause 11.2(b), the Recipient shall provide the Disclosing Party with a certificate
signed by a director, confirming the Recipient’s compliance with that clause;
|
|
(d) |
the rights and obligations under provisions of this Agreement which expressly or by their nature survive termination shall remain in full force and effect, including the following provisions: clauses 8.1,
8.2, 8.3 and 8.4 (Invoicing and Payment); clause 9 (Liability); clause 11 (Consequences of Termination); clause 12
(Confidentiality); clause 15 (Rights of Third Parties); clause 28 (Entire Agreement); clause 31 (Governing Law); clause 32 (Jurisdiction); and clause 33 (Service of Process).
|
|
12 |
Confidentiality
|
12.1 |
No Party (nor any of its Affiliates) shall issue any announcement, circular or communication (each an Announcement) concerning the existence or content of this
Agreement without the prior written approval of the other Party (such approval not to be unreasonably withheld or delayed), unless and to the extent that, such Announcement is required to be made by the rules of any stock exchange or by
any governmental, regulatory or supervisory body (including, without limitation, any Taxation Authority) or court of competent jurisdiction (Relevant Authority) to which the Party or its parent
making the Announcement is subject, whether or not any of the same has the force of law, provided that the Recipient shall, if it is not so prohibited by law, provide the Disclosing Party with prompt notice of any such Announcement.
|
12.2 |
Subject to clauses 12.3 and 12.4:
|
|
(a) |
each Party (the Recipient) shall keep confidential the other Party’s (the Disclosing Party) Confidential Information
disclosed to it by or on behalf of the Disclosing Party or otherwise obtained, developed or created by the Recipient; and
|
|
(b) |
the Recipient shall:
|
|
(i) |
use the Confidential Information solely in connection with the performance of its obligations or exercise of its rights under this Agreement; and
|
|
(ii) |
take all action reasonably necessary to secure the Disclosing Party’s Confidential Information against theft, loss or unauthorised disclosure.
|
12.3 |
The restrictions on use or disclosure of information in clause 12.2 do not apply to information which is:
|
|
(a) |
generally available in the public domain, other than as a result of a breach of an obligation under this clause 12; or
|
|
(b) |
lawfully acquired from a third party who owes no obligation of confidence in respect of the information; or
|
|
(c) |
independently developed by the Recipient, or was in the Recipient’s lawful possession prior to receipt from the relevant Disclosing Party.
|
12.4 |
The Recipient may disclose the Confidential Information:
|
|
(a) |
Subject to clause 12.5, to its Affiliates, Representatives and sub-contractors, to whom disclosure is required for the performance of the Recipient’s obligations or the exercise of its rights under this
Agreement, but only to the extent necessary to perform such obligations or exercise such rights (together the Permitted Disclosees); or
|
|
(b) |
if, and to the extent that, such information is required to be disclosed (including by way of an Announcement) by the rules of any Relevant Authority to which the Recipient or its parent is subject, whether
or not having the force of law, provided that the Recipient shall, if it is not so prohibited by law, provide the Disclosing Party with prompt notice of any such requirement or request.
|
12.5 |
The Recipient shall:
|
|
(a) |
ensure that each Permitted Disclosee is aware of and complies with the Recipient’s obligations under this clause 12 as if it were the Recipient, unless such Permitted Disclosee is bound by confidentiality
as a result of its profession; and
|
|
(b) |
be responsible for the acts and omissions of any Permitted Disclosee in relation to Confidential Information of the Recipient as if they were its own acts or omissions.
|
12.6 |
The Parties agree that damages may not be an adequate remedy for breach of this clause 12 and (to the extent permitted by the court) that the Party not in breach shall be entitled to seek an injunction or
specific performance in respect of such breach.
|
12.7 |
Notwithstanding anything stated to the contrary in this clause 12, the Parties agree that any Confidential Information which is connected with the business and/or affairs of CMRE is or may be
price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation of the United States of America, including securities law relating to insider dealing and market abuse and each
Party agrees not to use any such Confidential Information for any unlawful purpose and/or contrary to such applicable legislation.
|
|
13 |
Personnel
|
13.1 |
The Service Provider D shall:
|
|
(a) |
ensure that its respective Personnel involved in the provision of the respective Services shall be suitably qualified, experienced and trained and sufficient in number to provide the Services in accordance
with this Agreement;
|
|
(b) |
dedicate the Key Personnel exclusively to the provision of the Services; and
|
|
(c) |
not replace any Key Personnel (sickness or death, retirement or resignation excepted) without the written consent of the Company, and in such a case the identity of any proposed replacement shall be subject
to the prior approval of the Company (not to be unreasonably withheld or delayed).
|
13.2 |
The Service Provider D shall be responsible for the acts or omissions of its Personnel as if they were its own acts or omissions.
|
|
14 |
Force majeure
|
14.1 |
Each Party shall:
|
|
(a) |
promptly notify the other Party of the occurrence of a Force Majeure Event affecting it in connection with this Agreement;
|
|
(b) |
take all reasonable steps to mitigate the effect of the Force Majeure Event; and
|
|
(c) |
continue to perform its obligations under this Agreement to the extent possible during the period of the Force Majeure Event.
|
14.2 |
Provided that it has complied with clause 14.1, if a Party is prevented from, hindered or delayed in performing any of its obligations under this Agreement by a Force Majeure Event, it shall not be in
breach of this Agreement or otherwise liable to the other Party for any such failure or delay in performing such obligations.
|
14.3 |
If a Force Majeure Event prevents the Service Provider D from providing any of the respective Services for more than ninety (90) days, the Company may terminate this Agreement immediately by notice to the
Service Provider D.
|
|
15 |
Rights of third parties
|
|
16 |
Assignment and subcontracting
|
16.1 |
No Party shall assign, novate, subcontract or otherwise dispose of any or all of its rights and obligations under this Agreement without the prior written consent of the other Party.
|
16.2 |
The Service Provider D shall be responsible for the acts or omissions of its sub-contractors as if they were its own acts or omissions.
|
|
17 |
Successors
|
|
18 |
Accumulation of remedies
|
|
19 |
Waiver
|
|
20 |
Notices
|
20.1 |
A notice given under or in connection with this Agreement must be:
|
|
(a) |
in writing (which includes an emailed PDF format file if this is one of the Permitted Methods specified below);
|
|
(b) |
in the English language; and
|
|
(c) |
sent by a Permitted Method to the Notified Address.
|
20.2 |
The Permitted Method means any of the methods set out in column (1) below. A notice given by the Permitted Method will be deemed to be given and received on the date
set out in column (2) below.
|
(1)
Permitted Method
|
(2)
Date on which notice deemed given and
received
|
Personal delivery
|
If left at the Notified Address before 5pm on a Business Day, when left and otherwise on the next Business Day
|
Courier
|
On receipt of delivery by relevant courier service
|
E-mail, with the notice attached in PDF format file
|
On receipt of an automated delivery receipt or confirmation of receipt from the relevant server if before 5pm on a Business Day and otherwise on the next Business Day
|
20.3 |
The Notified Address of each of the Parties is as set out below:
|
Name of Party
|
Address
|
E-mail address
|
Marked for the attention
of:
|
Company
|
Zefyrou 60 Street,
Palaio Faliro, 17564, Greece
|
gzikos@costamare.com / dsof@costamare.com
|
Mr. Gregory Zikos / Mr. Dimitri Sofianopoulos
|
Service Provider D
|
26th Floor, Kyobashi Edgrand 2-2-1 Kyobashi, Chuoku, Tokyo
|
dylan.akamunemiles@costamarebulkers.com
|
Mr. Dylan Akumune Miles
|
20.4 |
This clause 20 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
|
|
21 |
No partnership
|
|
22 |
Language
|
|
23 |
Further assurances
|
|
24 |
Severance
|
24.1 |
If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any jurisdiction in connection with its performance, such provision shall:
|
|
(a) |
be deemed deleted to the minimum extent necessary in the relevant jurisdiction (which can include deleting only part of the relevant provision); and
|
|
(b) |
continue in full force and effect without deletion in jurisdictions where it is not invalid, illegal or unenforceable.
|
24.2 |
Any deletion of a provision under clause 24.1 shall not affect the validity and enforceability of the remainder of this Agreement.
|
|
25 |
Variation
|
|
26 |
Costs
|
|
27 |
Counterparts
|
|
28 |
Entire agreement
|
28.1 |
This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between
them, whether written or oral, relating to its subject matter.
|
28.2 |
Each Party acknowledges that, in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any statement, promises, assurances, warranties, representations or
understandings (whether oral or written, and whether made innocently or negligently) made by or on behalf of any other Party (or any of its Representatives) that are not set out in this Agreement.
|
28.3 |
Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
|
28.4 |
Nothing in this clause 28 shall limit or exclude any liability for fraud.
|
|
29 |
Annual Budget and Business Information
|
29.1 |
The Service Provider D shall procure that a detailed draft annual budget for its next financial year shall be prepared and submitted to the Company as soon as possible and by no later than 30 October in
each Financial Year (including estimated major items of expenditure and estimated Fees calculated on the basis of Cost Base).
|
29.2 |
The Service Provider D shall, not later than 20 Business Days prior to the end of each of its financial years, meet to consider the adoption of the draft annual budget for the next financial year as the
annual budget for the Service Provider D for such financial year. The Service Provider D shall not exceed any limits contained in the applicable annual budget at the time without the Company’s approval.
|
29.3 |
The Service Provider D shall procure that:
|
|
(a) |
its management provide to the Company quarterly updates on progress versus the approved annual budget at the time; and
|
|
(b) |
any material change to the applicable annual budget at the time shall be communicated to the Company as soon as is reasonably practicable.
|
29.4 |
The Service Provider D shall provide to the Company and its internal and external auditors:
|
|
(a) |
such information in respect of the Service Provider D (including, its audited/unaudited, consolidated/unconsolidated, in each case, financial statements, prepared in accordance with the relevant accounting
standards) and the Services (as defined in clause 1.1), as may be required by the Company; and
|
|
(b) |
upon request, all its company books, records, accounts and documents that are required by law to be maintained by the Service Provider D, as well as all tax computations, records, information, documentation
and all correspondence with any tax authority for the purposes of (including, without limitation) inspection and auditing by the Company’s internal and external auditors and/or their respective representatives.
|
|
30 |
Vessels
|
|
31 |
Governing law
|
31.1 |
This Agreement and any non-contractual obligations connected with it shall be governed by English law.
|
31.2 |
The Parties irrevocably agree that all disputes arising under or in connection with this Agreement, or in connection with the negotiation, existence, legal validity, enforceability or termination of this
Agreement, regardless of whether the same shall be regarded as contractual claims or not, shall be exclusively governed by and determined only in accordance with English law.
|
|
32 |
Jurisdiction
|
32.1 |
The Parties irrevocably agree that the courts of England and Wales are to have exclusive jurisdiction, and that no other court is to have jurisdiction to:
|
|
(a) |
determine any claim, dispute or difference arising under or in connection with this Agreement, any non-contractual obligations connected with it, or in connection with the negotiation, existence, legal
validity, enforceability or termination of this Agreement, whether the alleged liability shall arise under the law of England and Wales or under the law of some other country and regardless of whether a particular cause of action may
successfully be brought in the English courts (Proceedings); or
|
|
(b) |
grant interim remedies, or other provisional or protective relief.
|
32.2 |
The Parties submit to the exclusive jurisdiction of the courts of England and Wales and accordingly any Proceedings may be brought against a Party or any of its assets in such courts.
|
32.3 |
Notwithstanding clause 32.2, the Parties may agree in writing that any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination,
shall be referred to and finally resolved by arbitration under the Rules of the London Maritime Arbitrators Association (the Rules) by one or more arbitrators in accordance with the Rules. In such
case the provisions of clause 32.4 to 32.10 shall apply but otherwise shall have no effect.
|
32.4 |
The number of arbitrators shall be three. Each Party shall nominate one arbitrator (together the nominated arbitrators) and the third arbitrator shall be nominated by agreement between the nominated
arbitrators. The third arbitrator shall serve as chairman of the arbitral tribunal.
|
32.5 |
The seat, or legal place, of arbitration shall be London, United Kingdom.
|
32.6 |
The language to be used in the arbitral proceedings shall be English.
|
32.7 |
The governing law of this arbitration agreement shall be English law.
|
32.8 |
The Parties undertake to keep confidential all awards in any arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the
other Party in the proceedings not otherwise in the public domain - save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right, or to enforce or challenge an award in bona fide
legal proceedings before a state court or other judicial authority.
|
32.9 |
By agreeing to arbitration in accordance with this clause, the Parties do not intend to deprive any competent court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other
order in aid of the arbitration proceedings, or the recognition and/or enforcement of any award. Any interim or provisional relief ordered by any competent court may subsequently be vacated, continued or modified by the arbitral tribunal
on the application of either Party.
|
32.10 |
All awards shall be final and binding on the Parties. The Parties undertake to carry out any award immediately and without any delay; and the Parties waive irrevocably their right to any form of appeal or
review of the award by any state court or other judicial authority, insofar as such waiver may be validly made.
|
33 |
Service of process
|
33.1 |
The Company irrevocably authorises and appoints Norose Notices Limited at its registered office (currently at 3, More London Riverside, London SE1 2AQ, United Kingdom) to accept on its behalf service of all
legal process arising out of or in connection with any proceedings before the courts of England and Wales in connection with this Agreement.
|
33.2 |
The Service Provider D irrevocably authorises and appoints Law Debenture Corporation plc of 8th Floor, 100 Bishopsgate, London, EC2N 4AGUnited Kingdom to accept on its behalf service of all legal process
arising out of or in connection with any proceedings before the courts of England and Wales in connection with this Agreement.
|
33.3 |
Each Party agrees that:
|
|
(a) |
failure by its process agent in England to notify it of the process will not invalidate the proceedings concerned; and
|
|
(b) |
if the appointment or a Party’s process agent is terminated for any reason whatsoever, that Party will appoint a replacement agent having an office or place of business in England or Wales and will notify
the other Party of this appointment.
|
Name of Vessel and
IMO Number
|
Type of Contract and
date
|
Service Provider
responsible for
Chartering Services
|
Service Provider
responsible for
Cargo Sourcing Services
|
To be populated
|
To be populated
|
To be populated
|
To be populated
|
1 |
CHARTERING SERVICES
|
|
(a) |
Nature
|
|
(b) |
Terms of Charters and approval method
|
|
(i) |
Charter-in
|
|
(A) |
Any Prospective Vessel will be chartered-in either on a fixed rate or on the most appropriate Baltic Exchange index or other index rate for that Prospective Vessel. Voyage charters shall always be chartered
on a fixed or index rate per ton basis.
|
|
(B) |
A Prospective Vessel should be preferably chartered-in from an Owner who is its registered owner as opposed its disponent owner (such as a time charterer/sub-charterer or bareboat charterer/sub-charterer).
In case of negotiations with an Owner who is not the registered owner of the relevant Prospective Vessel, evidence of that Owner’s right to sub-charter should be obtained from that Owner by the Service Provider D prior to concluding the
relevant Charter.
|
|
(ii) |
Charter-out
|
|
(iii) |
The Service Provider D will use its commercially reasonable endeavours to obtain the best possible terms in relation to the Charter of a Prospective Vessel / Vessel (including if possible a purchase option
on any Prospective Vessel) by way of a recapitulation e-mail correspondence (a Recap) with the respective Owner (or the agent/broker of such Owner) seeking to include to the extent possible in that
Charter the following terms:
|
|
(A) |
the Charter shall not violate any Sanctions, anti-corruption, anti-terrorist or anti-money laundering law of the United Kingdom, the European Union or the United States of America, including the U.S.
Foreign Corrupt Practices Act and the UK Bribery Act 2010, nor any legislation applicable to imports or exports that is applicable to that Charter or the business of the relevant Owner. Each such Charter shall include to the extent
possible all latest standard BIMCO provisions with regard to, and requiring compliance with, Sanctions, anti-corruption, anti-terrorist, anti-money laundering and trafficking (weapons and drugs) legislation;
|
|
(B) |
the Charter is freely assignable to any Affiliate of the Company or any prospective financier of the Company; and
|
|
(C) |
in case of a charter-out, that the Company can provide a substitute vessel.
|
|
(iv) |
The Service Provider D shall then relay the Recap to the Company requesting approval by the Company. The Company shall then provide such approval or not (acting reasonably and having regard to the then
prevailing relevant market conditions) as soon as possible but not later than 2 Business Days.
|
|
(v) |
Once the Charter is in agreed form, the Service Provider D shall request the Company to proceed with executing the Charter the soonest practicably possible.
|
|
(c) |
Charters to serve a COA
|
|
(i) |
be booked on a fixed rate or on the appropriate Baltic Exchange index rate; and
|
|
(ii) |
in respect of any voyage relet under such COA, not exceed the maximum number of cargoes under such COA.
|
|
(d) |
Charter post-fixture matters
|
|
(i) |
issuing voyage instructions on behalf of the Company for a Vessel under any Charter it in respect of which it has acted as agent and providing details of the relevant cargo booking to the master of the
relevant Vessel;
|
|
(ii) |
coordinating/liaising with the Company’s Greek office for the issuance of hire statements from the said Greek office to the relevant Owner;
|
|
(iii) |
(voyage charter only) appointing agents on behalf of the Company for the relevant Vessel calling in port and coordinating with the finance department of the Company for the payment of such agents’ invoices;
|
|
(iv) |
(voyage charter only) coordinating bunker requirements for the relevant Vessel with the bunker department of the Company which will be the department ordering the relevant stem;
|
|
(v) |
(voyage charter only) coordinating with each Charterer and the laytime department of the Company for laytime calculation and issuance of necessary laytime statements; and
|
|
(vi) |
coordinating with the legal department / claims department of the Company with regards to any claims/disputes arising out of any Charter it has brokered.
|
2 |
CARGO SOURCING SERVICES
|
|
(a) |
Nature
|
|
(b) |
Terms of COAs and approval method
|
|
(i) |
The Service Provider D will use its commercially reasonable endeavours to obtain the best possible terms of a COA by way of negotiating a draft thereof (and any Charter thereunder) with the respective Cargo
Shipper (or the agent/broker of such Cargo Shipper) including to the extent possible the following terms:
|
|
(A) |
the COA shall not violate any Sanctions, anti-corruption, anti-terrorist or anti-money laundering law of the United Kingdom, the European Union or the United States of America, including the U.S. Foreign
Corrupt Practices Act and the UK Bribery Act 2010, nor any legislation applicable to imports or exports that is applicable to any COA or the business of any Cargo Shipper. Each such COA shall include to the extent possible all latest
standard BIMCO provisions with regard to, and requiring compliance with, Sanctions, anti-corruption, anti-terrorist, anti-money laundering and trafficking (weapons and drugs) legislation; and
|
|
(B) |
the COA should not be:
|
|
(I) |
of a duration longer than 24 months (including any option to extend);
|
|
(II) |
for more than 1 loading per month;
|
|
(III) |
for more than 12 loadings per year; and
|
|
(C) |
the draft COA must always be declared to be subject to final approval by the Company.
|
|
(ii) |
The Service Provider D shall then relay the draft COA to the Company requesting approval by the Company. The Company shall then provide such approval or not (acting reasonably and having regard to the then
prevailing relevant market conditions) as soon as possible but not later than 2 Business Days.
|
|
(iii) |
Once the COA is in agreed form, the Service Provider D shall request the Company to proceed with executing the COA the soonest practicably possible.
|
1. |
Mr. DYLAN AKAMUNE-MILES
|
SIGNED by: |
|
)
|
|
|
|
|
)
|
|
|
) | ||||
|
(name) |
)
|
|
|
|
|
)
|
|
|
|
|
)
|
|
(signature) |
|
(position) |
)
|
|
|
|
|
)
|
|
|
for and on behalf of |
|
|
|
|
COSTAMARE BULKERS INC. |
|
|
|
SIGNED by: |
|
)
|
|
|
|
|
)
|
|
|
) | ||||
|
(name) |
)
|
|
|
|
|
)
|
|
|
|
|
)
|
|
(signature) |
|
(position) |
)
|
|
|
|
|
)
|
|
|
for and on behalf of |
|
|
|
|
COSTAMARE BULKERS SERVICES CO., LTD. |
|
|
|
1. Date of Agreement
[x]
|
|
2. Owners (name, place of registered office and law of registry) (Cl. 1)
Name
[x]
Place of registered office
[x]
Law of registry
[x]
|
3. Managers (name, place of registered office and law of registry) (Cl. 1)
Name
Navilands Container Management Ltd.
Place of registered office
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
Law of registry
Marshall Islands
|
4. Day and year of commencement of Agreement (Cl. 2)
Upon handover of management from current manager (V. Ships Greece Ltd.) to the Managers
|
|
5. Crew Management (state “yes” or “no” as agreed) (Cl. 3.1)
YES
|
6. Technical Management (state “yes” or “no” as agreed) (Cl. 3.2)
YES
|
7. Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3)
YES, Annual Management Fee for the provision of commercial management services in the amount of United States Dollars 36,500 (or United States Dollars
36,600 in a leap year)
|
8. Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4)
YES
|
9. Accounting Services (state “yes” or “no” as agreed) (Cl. 3.5)
YES
|
10. Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6)
YES
|
11. Provisions (state “yes” or “no” as agreed) (Cl. 3.7)
YES
|
12. Bunkering (state “yes” or “no” as agreed) (Cl. 3.8)
YES
|
13. Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Cl. 3.3(i))
Not applicable
|
14. Owners’ Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3)
Clause 6.3(ii)
|
15. Annual Management Fee (state annual amount) (Cl. 8.1)
United States Dollars 182,500 (or United States Dollars 183,000 in a leap year)
|
16. Severance Costs (state maximum amount) (Cl. 8.4(ii))
United States Dollars 75,000
|
17. Day and year of termination of Agreement (Cl. 17)
See Clause 17
|
18. Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19)
See Clause 19.1
|
19. Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Owners) (Cl. 20)
c/o Costamare Shipping Company S.A. 60 Zefyrou Street, 17564 Athens, Greece
Telefax: +30 210 94 09 051
Email: tpmc@costamare.com Attention: General Manager
|
20. Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Managers) (Cl. 20)
25-27 Evrota Street, 145 64 Kifisia, Greece
Email: george.mouratis@navilands.com; info@cont1gr.navilands.com
Attention: Capt. George Mouratis/General Manager
|
Signature(s) (Owners)
[x]
|
Signature(s) (Managers)
Navilands Container Management Ltd.
|
1.
|
Definitions
|
2.
|
Appointment of Managers
|
3.
|
Basis of Agreement
|
3.1
|
Crew Management
|
3.2
|
Technical Management
|
3.3
|
Commercial Management
|
3.4
|
Insurance Arrangements
|
3.5
|
Accounting Services
|
3.6
|
Sale or Purchase of the Vessel
|
3.7
|
Provisions
|
3.8
|
Bunkering
|
4.
|
Managers' Obligations
|
4.2
|
Where the Managers are providing Technical Management in accordance with sub-clause 3.2, they shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall in
particular be deemed to be the "Company" as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code and/or
the ISPS Code when applicable.
|
5.
|
Owners' Obligations
|
5.1
|
The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this Agreement.
|
5.2
|
Where the Managers are providing Technical Management in accordance with sub-clause 3.2, the Owners shall:
|
5.3
|
Where the Managers are not providing Technical Management in accordance with sub-clause 3.2, the Owners shall procure that the requirements of the law of the flag of the Vessel are satisfied and that
they, or such other entity as may be appointed by them and identified to the Managers, shall be deemed to be the "Company" as defined by the ISM Code assuming the responsibility for the operation of the Vessel and taking over the
duties and responsibilities imposed by the ISM Code when applicable.
|
6.
|
Insurance Policies
|
6.1
|
at the Owners' expense, the Vessel is insured for not less than her sound market value or entered for her full gross tonnage, as the case may be for:
|
6.2
|
all premiums and calls and applicable deductibles and/or franchises on the Owners' Insurances are paid promptly by their due date,
|
6.3
|
the Owners' Insurances name the Managers and, subject to underwriters' agreement, any third party designated by the Managers as a joint assured, with full cover, with the Owners obtaining cover in
respect of each of the insurances specified in sub-clause 6.1:
|
6.4
|
written evidence is provided, to the reasonable satisfaction of the Managers, of their compliance with their obligations under this Clause 6 within a reasonable time of the commencement of the
Agreement, and of each renewal date and, if specifically requested, of each payment date of the Owners' Insurances.
|
7.
|
Income Collected and Expenses Paid on Behalf of Owners
|
7.1
|
All moneys collected by the Managers under the terms of this Agreement (other than moneys payable by the Owners to the Managers) and any interest thereon shall be held to the credit of the Owners in a
separate bank account.
|
7.2
|
All expenses incurred by the Managers under the terms of this Agreement on behalf of the Owners (including expenses as provided in Clause 8) may be debited against the Owners in the account referred to
under sub-clause
|
8.
|
Management Fee
|
8.1
|
The Owners shall pay to the Managers for their services as Managers under this Agreement an annual management fee as stated in Box 15 which shall be payable by equal monthly instalments in advance and
the additional management fee as stated in Box 7 for the provision of commercial management services, which shall be payable by equal monthly instalments in advance, the first instalment being payable on
the commencement of this Agreement (see Clause 2 and Box 4) and subsequent instalments being payable every month.
|
8.2
|
8.3
|
The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff, facilities and stationery. Without limiting the generality of Clause 7 the Owners shall
reimburse the Managers for postage and communication expenses, travelling expenses, and other out of pocket expenses properly incurred by the Managers in pursuance of the Management Services., including, for the avoidance of doubt, any expenses incurred by a Subcontractor which the Managers have reimbursed to such Subcontractor and any payment made by the Managers to a
Subcontractor in relation to additional payments due to such Subcontractor's superintendents for attending the Vessel under the relevant subcontract.
|
8.4
|
In the event of the appointment of the Managers being terminated by the Owners or the Managers in accordance with the provisions of Clauses 17 and 18 other than by reason of default by the Managers, or if the Vessel is lost, sold
or otherwise disposed of, the "management fee" payable to the Managers according to the provisions of sub-clause 8.1, shall continue to be payable for a further period of two months as from the termination date. In addition, provided that the Managers provide Crew for the Vessel in accordance with sub-clause 3.1:
|
|
(ii)
|
the Owners shall pay an equitable proportion of any Severance Costs which may materialize, not exceeding the amount stated in Box 16.
|
8.5
|
If the Owners decide to lay-up the Vessel whilst this Agreement remains in force and such lay-up lasts for more than two months, an appropriate reduction of the management fee for the period exceeding two months until the Vessel is again put into service shall be mutually agreed between the parties failing which the Owners .shall have the right to terminate this Agreement.
|
8.6
|
Unless otherwise agreed in writing all discounts and commissions obtained by the Managers in the course of the management of the Vessel shall be credited to the Owners.
|
9.
|
Budgets and Management of Funds
|
9.1
|
The Managers shall on or before October 1 of each calendar year present to the Owners a
budget for the following calendar year in such form as the Owners require, which shall
include, for the avoidance of doubt, the budget of any Subcontractor. The budget until the end of
this calendar year is set out in Annex "C" hereto.
|
9.2
|
The Owners shall indicate to the Managers their acceptance and approval of the annual budget within one month of presentation and in the absence of any such indication the Managers shall be entitled to
assume that the Owners have accepted the proposed budget.
|
9.3
|
Following the agreement of the budget, the Managers shall prepare and present to the Owners their estimate of the working capital requirement of the Vessel and the Managers shall each month up-date this
estimate. Based thereon, the Managers shall each month request the Owners in writing for the funds required to run the Vessel for the ensuing month, including the payment of any occasional or extraordinary item of expenditure, such as
emergency repair costs, additional insurance premiums, bunkers or provisions. Such funds shall be received by the Managers within ten running days after the receipt by the Owners of the Managers' written request and shall be held to
the credit of the Owners in a separate bank account.
|
9.4
|
The Managers shall produce a comparison between budgeted and actual income and expenditure of the Vessel in such form as required by the Owners monthly or at such other intervals as mutually agreed.
|
9.5
|
Notwithstanding anything contained herein to the contrary, the Managers shall in no circumstances be required to use or commit their own funds to finance the provision of the Management Services.
|
10.
|
Managers' Right to Sub-Contract
|
10.1
|
Except to Navilands Agency Philippines, Navilands Marine Inc., Navilands Training Center Inc., Navilands Shipmanagement Inc., Navilands (Shanghai) Container Management Co., Ltd. and
any Manager Affiliate (as defined below), the Managers shall not have the right to sub-contract any of their obligations hereunder, including those
mentioned in sub-clause 3.1, without the prior written consent of the Owners which shall not be unreasonably withheld. In the event of such a sub-contract the Managers shall remain fully liable for the due performance of their
obligations under this Agreement.
|
10.2
|
Without limiting the generality of sub-clause 10.1, the Owners acknowledge that subcontracting under sub- clause 10.1 may result in the Managers delegating to a Subcontractor any of the obligations
of the Managers under sub-clauses 9.1, 9.3 and/or 9.4, including:
|
(a)
|
the presentation to the Owners of a budget for the following calendar year;
|
(b)
|
the preparation and presentation to the Owners of an estimate of the working capital requirement of the Vessel; and
|
(c)
|
requesting monthly the Owners in writing for the funds required to run the Vessel for the ensuing month. The Owners agree that any such funds sent by the Owners to a Subcontractor may be
debited by such Subcontractor against the Owners in the same manner the Managers may do so in accordance with clause 7.1.
|
11.
|
Responsibilities
|
11.1
|
Force Majeure – Neither the Owners nor the Managers shall be under any liability for any failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or kind
beyond their reasonable control.
|
11.2
|
Liability to Owners
|
(i)
|
Without prejudice to sub-clause 11.1, the Managers shall be under no liability whatsoever to the Owners for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect,
(including but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and howsoever arising in the course of performance of the Management Services UNLESS same is proved to have
resulted solely from the negligence, gross negligence or wilful default of the Managers or their employees, or agents or sub-contractors employed by them in connection with the Vessel, in which case (save where loss, damage, delay
or expense has resulted from the Managers' personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Managers' liability
for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of ten times the annual management fee as stated in Box 15 and payable
hereunder.
|
(ii)
|
Notwithstanding anything that may appear to the contrary in this Agreement, the Managers shall not be liable for any of the actions of the Crew, even if such actions are negligent, grossly negligent or
wilful, except only to the extent that they are shown to have resulted from a failure by the Managers to discharge their obligations under sub-clause 3.1, in which case their liability shall be limited in accordance with the terms of
this Clause 11.
|
11.3
|
Indemnity – Except to the extent and solely for the amount therein set out that the Managers would be liable under sub-clause 11.2, the Owners hereby undertake to keep the Managers and their employees,
agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them
arising out of or in connection with the performance of this Agreement, and against and in respect of all costs, losses,
damages and expenses (including legal costs and expenses on a full indemnity basis) which the Managers may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement.
|
11.4
|
"Himalaya" - It is hereby expressly agreed that no employee or agent of the Managers (including every sub- contractor from time to time employed by the Managers) shall in any circumstances whatsoever be
under any liability whatsoever to the Owners for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with
his employment and, without prejudice to the generality of the foregoing provisions in this Clause 11, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity
of whatsoever nature applicable to the Managers or to which the Managers are entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Managers acting as aforesaid and for the purpose
of all the foregoing provisions of this Clause 11 the Managers are or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time
(including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement.
|
12.
|
Documentation
|
13.
|
General Administration
|
13.1
|
The Managers shall handle and settle all claims arising out of the Management Services hereunder not exceeding US$5,000 and keep the Owners informed
regarding any incident of which the Managers become aware which gives or may give rise to claims or disputes involving third parties.
|
13.2
|
The Managers shall, as instructed by the Owners, under this Agreement, bring or defend actions, suits or proceedings in connection with matters
entrusted to the Managers according to this Agreement.
|
13.3
|
The Managers shall, as instructed by the Owners under
this Agreement, obtain legal or technical or other outside expert advice in relation to the handling and settlement of claims and disputes or all other matters affecting the interests of the Owners in respect of the
Vessel.
|
13.4
|
The Owners shall arrange for the provision of any necessary guarantee bond or other security.
|
13.5
|
Any costs reasonably incurred by the Managers in carrying out their obligations according to this Clause 13 shall be reimbursed by the Owners.
|
14.
|
Auditing
|
15.
|
Inspection of Vessel
|
16.
|
Compliance with Laws and Regulations
|
17.
|
Duration of the Agreement
|
18.
|
Termination
|
18.1
|
Owners' default
|
(a)
|
fail to meet their obligations under sub-clauses 5.2 and 5.3 of this Agreement for any reason within their control, or
|
(b)
|
proceed with the employment of or continue to employ the Vessel in the carriage of contraband, blockade running, or in an unlawful or sanctionable trade,
or on a voyage which in the reasonable opinion of the Managers is unduly hazardous or improper,
|
18.2 |
Managers' Default
|
18.3
|
Extraordinary Termination
|
18.4
|
For the purpose of sub-clause 18.3 hereof
|
Either party shall be entitled to terminate this Agreement by notice in writing to the other party if:
|
(a)
|
the other party ceases to conduct business, or all or substantially all of the equity-interests, properties or assets of such other party are sold, seized or appropriated which, in the
case of seizure or appropriation, is not discharged within 20 Business Days.
|
(b)
|
(i) 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; (ii) the other party admits in writing its insolvency or its inability to pay its debts as they mature; (iii) an order is made for the appointment of a liquidator, manager, receiver or trustee
of the other party of all or substantial part of its assets; or (iv) if an order is made or a resolution is passed for the other party’s winding up; (c) the other party is prevented from performing its obligations
hereunder, in any material repsect, by reasons of Force Majeure for a period of two or more consecutive months.
|
18.6
|
The termination of this Agreement shall be without prejudice to all rights accrued due between the parties prior to the date of termination.
|
19.
|
Law and Arbitration
|
19.4
|
If Box 18 in Part I is not appropriately filled in, sub-clause 19.1 of this Clause shall apply.
|
20.
|
Notices
|
20.1
|
Any notice to be given by either party to the other party shall be in writing and may be sent by fax, Email, registered or
recorded mail or by personal service.
|
20.2
|
The address of the Parties for service of such communication shall be as stated in Boxes 19 and 20, respectively.
|
21.
|
Entire Agreement
|
22.
|
Third Party Rights
|
23.
|
Partial Validity and amendments in writing
|
24.
|
Interpretation In this Agreement:
|
(a)
|
Singular/Plural
|
(b)
|
Headings
|
(c)
|
Day
|
25.
|
Pre-approval
|
26.
|
Purchasing Alliance
|
27.
|
Information System Software
|
28.
|
Vessel trading in high risk areas
|
29.
|
Float
|
30.
|
Crew
|
31.
|
Sanctions
|
32.
|
MLC
|
33.
|
Notification
|
Numbers |
Rank |
Nationality |
|
|
1. Date of Agreement
[x]
|
|
2. Owners (name, place of registered office and law of registry) (Cl. 1)
Name
[x]
Place of registered office
[x]
Law of registry
[x]
|
3. Managers (name, place of registered office and law of registry) (Cl. 1)
Name
Navilands Bulker Management Ltd.
Place of registered office
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
Law of registry
Marshall Islands
|
4. Day and year of commencement of Agreement (Cl. 2)
Upon handover of management from current manager (V. Ships Greece Ltd.) to the Managers
|
|
5. Crew Management (state “yes” or “no” as agreed) (Cl. 3.1)
YES
|
6. Technical Management (state “yes” or “no” as agreed) (Cl. 3.2)
YES
|
7. Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3)
NO
|
8. Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4)
YES
|
9. Accounting Services (state “yes” or “no” as agreed) (Cl. 3.5)
YES
|
10. Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6)
YES
|
11. Provisions (state “yes” or “no” as agreed) (Cl. 3.7)
YES
|
12. Bunkering (state “yes” or “no” as agreed) (Cl. 3.8)
YES
|
13. Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Cl. 3.3(i))
Not applicable
|
14. Owners’ Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3)
Clause 6.3(ii)
|
15. Annual Management Fee (state annual amount) (Cl. 8.1)
United States Dollars 146,000 (or United States Dollars 146,400 in a leap year)
|
16. Severance Costs (state maximum amount) (Cl. 8.4(ii))
United States Dollars 75,000
|
17. Day and year of termination of Agreement (Cl. 17)
See Clause 17
|
18. Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19)
See Clause 19.1
|
19. Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Owners) (Cl. 20)
c/o Costamare Shipping Company S.A. 60 Zefyrou Street, 17564 Athens, Greece
Telefax: +30 210 94 09 051
Email: dry@costamare.com Attention: General Manager
|
20. Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Managers) (Cl. 20)
25-27 Evrota Street, 145 64 Kifisia, Greece
Email: evangelos.petromanolakis@navilands.com; info@bulk1gr.navilands.com
Attention: Mr Evangelos Petromanolakis/General Manager
|
Signature(s) (Owners)
[x]
|
Signature(s) (Managers)
Navilands Bulker Management Ltd.
|
1.
|
Definitions
|
2. |
Appointment of Managers
|
3. |
Basis of Agreement
|
3.1 |
Crew Management
|
3.2 |
Technical Management
|
3.3 |
Commercial Management
|
3.4 |
Insurance Arrangements
|
3.5 |
Accounting Services
|
3.6 |
Sale or Purchase of the Vessel
|
3.7 |
Provisions
|
3.8 |
Bunkering
|
4. |
Managers' Obligations
|
|
4.2 |
Where the Managers are providing Technical Management in accordance with sub-clause 3.2, they shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall in particular be deemed to be the
"Company" as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code and/or the ISPS Code when
applicable.
|
5. |
Owners' Obligations
|
5.1 |
The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this Agreement.
|
5.2 |
Where the Managers are providing Technical Management in accordance with sub-clause 3.2, the Owners shall:
|
5.3 |
Where the Managers are not providing Technical Management in accordance with sub-clause 3.2, the Owners shall procure that the requirements of the law of the flag of the Vessel are satisfied and that they, or such other entity as may
be appointed by them and identified to the Managers, shall be deemed to be the "Company" as defined by the ISM Code assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the
ISM Code when applicable.
|
6. |
Insurance Policies
|
6.1 |
at the Owners' expense, the Vessel is insured for not less than her sound market value or entered for her full gross tonnage, as the case may be for:
|
6.2 |
all premiums and calls and applicable deductibles and/or franchises on the Owners' Insurances are paid promptly by their due date,
|
6.3 |
the Owners' Insurances name the Managers and, subject to underwriters' agreement, any third party designated by the Managers as a joint assured, with full cover, with the Owners obtaining cover in respect of each of the insurances
specified in sub-clause 6.1:
|
6.4 |
written evidence is provided, to the reasonable satisfaction of the Managers, of their compliance with their obligations under this Clause 6 within a reasonable time of the commencement of the Agreement, and of each renewal date and,
if specifically requested, of each payment date of the Owners' Insurances.
|
7. |
Income Collected and Expenses Paid on Behalf of Owners
|
7.1 |
All moneys collected by the Managers under the terms of this Agreement (other than moneys payable by the Owners to the Managers) and any interest thereon shall be held to the credit of the Owners in a separate bank account.
|
7.2 |
All expenses incurred by the Managers under the terms of this Agreement on behalf of the Owners (including expenses as provided in Clause 8) may be debited against the Owners in the account referred to under sub-clause
|
8. |
Management Fee
|
8.1 |
The Owners shall pay to the Managers for their services as Managers under this Agreement an annual management fee as stated in Box 15 which shall be payable by equal monthly instalments in advance, the first instalment being payable on
the commencement of this Agreement (see Clause 2 and Box 4) and subsequent instalments being payable every month.
|
8.2 |
8.3 |
The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff, facilities and stationery. Without limiting the generality of Clause 7 the Owners shall reimburse the Managers for postage and
communication expenses, travelling expenses, and other out of pocket expenses properly incurred by the Managers in pursuance of the Management Services,.including, for the avoidance of doubt, any expenses incurred by a Subcontractor which the Managers have reimbursed to such Subcontractor and any payment made by the Managers to a Subcontractor in
relation to additional payments due to such Subcontractor's superintendents for attending the Vessel under the relevant subcontract.
|
8.4 |
In the event of the appointment of the Managers being terminated by the Owners or the Managers in accordance with the provisions of Clauses 17 and 18 other than by reason of default by the Managers, or if the Vessel is lost, sold or
otherwise disposed of, the "management fee" payable to the Managers according to the provisions of sub-clause 8.1, shall continue to be payable for a further period of two months as from the termination date. In addition, provided that the Managers provide Crew for the Vessel in accordance with sub-clause 3.1:
|
8.5 |
If the Owners decide to lay-up the Vessel whilst this Agreement remains in force and such lay-up lasts for more than two months,
an appropriate reduction of the management fee for the period exceeding two months until the Vessel is again put into service shall be mutually agreed between the parties failing which the Owners .shall have the right to terminate this Agreement.
|
8.6 |
Unless otherwise agreed in writing all discounts and commissions obtained by the Managers in the course of the management of the Vessel shall be credited to the Owners.
|
9. |
Budgets and Management of Funds
|
9.1 |
The Managers shall on or before October 1 of each calendar year present to the Owners a budget for the following calendar year in such form as the Owners require, which shall include, for the avoidance
of doubt, the budget of any Subcontractor. The budget until the end of this calendar year is set out in Annex "C" hereto.
|
9.2 |
The Owners shall indicate to the Managers their acceptance and approval of the annual budget within one month of presentation and in the absence of any such indication the Managers shall be entitled to assume that the Owners have
accepted the proposed budget.
|
9.3 |
Following the agreement of the budget, the Managers shall prepare and present to the Owners their estimate of the working capital requirement of the Vessel and the Managers shall each month up-date this estimate. Based thereon, the
Managers shall each month request the Owners in writing for the funds required to run the Vessel for the ensuing month, including the payment of any occasional or extraordinary item of expenditure, such as emergency repair costs,
additional insurance premiums, bunkers or provisions. Such funds shall be received by the Managers within ten running days after the receipt by the Owners of the Managers' written request and shall be held to the credit of the Owners in a
separate bank account.
|
9.4 |
The Managers shall produce a comparison between budgeted and actual income and expenditure of the Vessel in such form as required by the Owners monthly or at such other intervals as mutually agreed.
|
9.5 |
Notwithstanding anything contained herein to the contrary, the Managers shall in no circumstances be required to use or commit their own funds to finance the provision of the Management Services.
|
10. |
Managers' Right to Sub-Contract
|
10.1
|
Except to Navilands Agency Philippines, Navilands Marine Inc., Navilands Training Center Inc., Navilands Shipmanagement Inc., Navilands (Shanghai) Bulker Management Co., Ltd. and any Manager
Affiliate (as defined below), the Managers shall not have the right to sub-contract any of their obligations hereunder,
including those mentioned in sub-clause 3.1, without the prior written consent of the Owners which shall not be unreasonably withheld. In the event of such a sub-contract the Managers shall remain fully liable for the due performance
of their obligations under this Agreement.
|
10.2 |
Without limiting the generality of sub-clause 10.1, the Owners acknowledge that subcontracting under sub- clause 10.1 may result in the Managers delegating to a Subcontractor any of the obligations of
the Managers under sub-clauses 9.1, 9.3 and/or 9.4, including:
|
11. |
Responsibilities
|
11.1 |
Force Majeure – Neither the Owners nor the Managers shall be under any liability for any failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control.
|
11.2 |
Liability to Owners
|
11.3 |
Indemnity – Except to the extent and solely for the amount therein set out that the Managers would be liable under sub-clause 11.2, the Owners hereby undertake to keep the Managers and their employees, agents and sub-contractors
indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with
the performance of this Agreement, and against and in respect of all costs, losses, damages and expenses (including legal
costs and expenses on a full indemnity basis) which the Managers may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement.
|
11.4 |
"Himalaya" - It is hereby expressly agreed that no employee or agent of the Managers (including every sub- contractor from time to time employed by the Managers) shall in any circumstances whatsoever be under any liability whatsoever
to the Owners for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without
prejudice to the generality of the foregoing provisions in this Clause 11, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable
to the Managers or to which the Managers are entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Managers acting as aforesaid and for the purpose of all the foregoing provisions of
this Clause 11 the Managers are or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid)
and all such persons shall to this extent be or be deemed to be parties to this Agreement.
|
12. |
Documentation
|
13. |
General Administration
|
13.1 |
The Managers shall handle and settle all claims arising out of the Management Services hereunder not exceeding US$5,000 and keep the Owners informed regarding any incident of which
the Managers become aware which gives or may give rise to claims or disputes involving third parties.
|
13.2 |
The Managers shall, as instructed by the Owners, under this Agreement, bring or defend actions, suits or proceedings in connection with matters entrusted to the Managers according to
this Agreement.
|
13.3 |
The Managers shall, as instructed by the Owners under this Agreement, obtain
legal or technical or other outside expert advice in relation to the handling and settlement of claims and disputes or all other matters affecting the interests of the Owners in respect of the Vessel.
|
13.4 |
The Owners shall arrange for the provision of any necessary guarantee bond or other security.
|
13.5 |
Any costs reasonably incurred by the Managers in carrying out their obligations according to this Clause 13 shall be reimbursed by the Owners.
|
14. |
Auditing
|
15. |
Inspection of Vessel
|
16. |
Compliance with Laws and Regulations
|
17. |
Duration of the Agreement
|
18. |
Termination
|
18.1 |
Owners' default
|
(a) |
fail to meet their obligations under sub-clauses 5.2 and 5.3 of this Agreement for any reason within their control, or
|
|
(b) |
proceed with the employment of or continue to employ the Vessel in the carriage of contraband, blockade running, or in an unlawful or sanctionable trade, or on a voyage which in the
reasonable opinion of the Managers is unduly hazardous or improper,
|
18.2 |
Managers' Default
|
18.3 |
Extraordinary Termination
|
18.4 |
For the purpose of sub-clause 18.3 hereof
|
18.6 |
The termination of this Agreement shall be without prejudice to all rights accrued due between the parties prior to the date of termination.
|
19.
|
Law and Arbitration
|
19.4 |
If Box 18 in Part I is not appropriately filled in, sub-clause 19.1 of this Clause shall apply.
|
20. |
Notices
|
20.1 |
Any notice to be given by either party to the other party shall be in writing and may be sent by fax, Emailtelex, registered or recorded mail or by
personal service.
|
20.2 |
The address of the Parties for service of such communication shall be as stated in Boxes 19 and 20, respectively.
|
Name of Vessel(s):
|
|
Particulars of Vessel(s): |
Numbers
|
Rank
|
Nationality
|
Name of Subsidiary
|
|
Jurisdiction of
Incorporation
|
|
Proportion of
Ownership
Interest
|
ACHILLEAS MARITIME CORPORATION
|
|
Liberia
|
|
100%
|
ADELE SHIPPING CO.
|
|
Liberia
|
|
100%
|
ADSTONE MARINE CORP.
|
|
Liberia
|
|
100%
|
ALFORD SHIPPING CO.
|
|
Liberia
|
|
100%
|
AMOROTO MARINE CORP.
|
|
Liberia
|
|
100%
|
ANDATI MARINE CORP.
|
|
Liberia
|
|
100%
|
ANGISTRI CORPORATION
|
|
Liberia
|
|
100%
|
ARCHET MARINE CORP.
|
|
Liberia
|
|
100%
|
ARNISH MARINE CORP.
|
|
Liberia
|
|
100%
|
ASTIER MARINE CORP.
|
|
Liberia
|
|
100%
|
AUBER MARINE CORP.
|
|
Liberia
|
|
100%
|
BABRON MARINE CORP.
|
|
Liberia
|
|
100%
|
BAGARY MARINE CORP.
|
|
Liberia
|
|
100%
|
BAILS SHIPPING CO.
|
|
Liberia
|
|
100%
|
BARBAN MARINE CORP.
|
|
Liberia
|
|
100%
|
BARKLEY SHIPPING CO.
|
|
Liberia
|
|
100%
|
BARLESTONE MARINE CORP.
|
|
Liberia
|
|
100%
|
BARRAL MARINE CORP.
|
|
Liberia
|
|
100%
|
BASTIAN SHIPPING CO.
|
|
Liberia
|
|
100%
|
BELLET MARINE CORP.
|
|
Liberia
|
|
100%
|
BERG SHIPPING CO.
|
|
Liberia
|
|
100%
|
BERMEO MARINE CORP.
|
|
Liberia
|
|
100%
|
BERMONDI MARINE CORP.
|
|
Liberia
|
|
100%
|
BERNIS MARINE CORP.
|
|
Liberia
|
|
100%
|
BILSTONE MARINE CORP.
|
|
Liberia
|
|
100%
|
BLONDEL MARINE CORP.
|
|
Liberia
|
|
100%
|
BRIANDE MARINE CORP.
|
|
Liberia
|
|
100%
|
CADENCE SHIPPING CO.
|
|
Liberia
|
|
100%
|
CAMARAT MARINE CORP.
|
|
Liberia
|
|
100%
|
CAMINO MARINE CORP.
|
|
Liberia
|
|
100%
|
CANADEL MARINE CORP.
|
|
Liberia
|
|
100%
|
CAPETANISSA MARITIME CORPORATION
|
|
Liberia
|
|
100%
|
CARAVOKYRA MARITIME CORPORATION
|
|
Liberia
|
|
100%
|
CARNOT MARINE CORP.
|
|
Liberia
|
|
100%
|
CARRADE MARINE CORP.
|
|
Liberia
|
|
100%
|
CARRAN SHIPPING CO.
|
|
Liberia
|
|
100%
|
CAVALAIRE MARINE CORP.
|
|
Liberia
|
|
100%
|
CHRISTOS MARITIME CORPORATION
|
|
Liberia
|
|
100%
|
COGOLIN MARINE CORP.
|
|
Liberia
|
|
100%
|
CONLEY SHIPPING CO.
|
|
Liberia
|
|
100%
|
COSTACHILLE MARITIME CORPORATION
|
|
Liberia
|
|
100%
|
COSTIS MARITIME CORPORATION
|
|
Liberia
|
|
100%
|
COURTIN MARINE CORP.
|
|
Liberia
|
|
100%
|
CRERAN SHIPPING CO.
|
|
Liberia
|
|
100%
|
CROMFORD MARINE CORP.
|
|
Liberia
|
|
100%
|
CRON MARINE CORP.
|
|
Liberia
|
|
100%
|
DAINA SHIPPING CO.
|
|
Liberia
|
|
100%
|
DALNESS SHIPPING CO.
|
|
Liberia
|
|
100%
|
DATTIER MARINE CORP.
|
|
Liberia
|
|
100%
|
DINO SHIPPING CO.
|
|
Liberia
|
|
100%
|
DRAMONT MARINE CORP.
|
|
Liberia
|
|
100%
|
DUVAL SHIPPING CO.
|
|
Liberia
|
|
100%
|
EVANTONE SHIPPING CO.
|
|
Liberia
|
|
100%
|
FABRON MARINE CORP.
|
|
Liberia
|
|
100%
|
FANAKOS MARITIME CORPORATION
|
|
Liberia
|
|
100%
|
FASTSAILING MARITIME CO.
|
|
Liberia
|
|
100%
|
FEATHERSTONE MARINE CORP.
|
|
Liberia
|
|
100%
|
Name of Subsidiary
|
|
Jurisdiction of
Incorporation
|
|
Proportion of
Ownership
Interest
|
FERRAGE MARINE CORP.
|
|
Liberia
|
|
100%
|
FINNEY SHIPPING CO.
|
|
Liberia
|
|
100%
|
FIRMINO SHIPPING CO.
|
|
Liberia
|
|
100%
|
FLOW SHIPPING CO.
|
|
Liberia
|
|
100%
|
FONTAINE MARINE CORP.
|
|
Liberia
|
|
100%
|
FORTROSE SHIPPING CO.
|
|
Liberia
|
|
100%
|
FRUIZ MARINE CORP.
|
|
Liberia
|
|
100%
|
GAJANO MARINE CORP.
|
|
Liberia
|
|
100%
|
GAMBETTA MARINE CORP.
|
|
Liberia
|
|
100%
|
GASSIN MARINE CORP.
|
|
Liberia
|
|
100%
|
GATIKA MARINE CORP.
|
|
Liberia
|
|
100%
|
GREALIN SHIPPING CO.
|
|
Liberia
|
|
100%
|
GRENETA MARINE CORP.
|
|
Liberia
|
|
100%
|
GUERNIKA MARINE CORP.
|
|
Liberia
|
|
100%
|
HANSLOPE MARINE CORP.
|
|
Liberia
|
|
100%
|
HARDEN SHIPPING CO.
|
|
Liberia
|
|
100%
|
HARDISTY SHIPPING CO.
|
|
Liberia
|
|
100%
|
HOLLER SHIPPING CO.
|
|
Liberia
|
|
100%
|
INVERIE SHIPPING CO.
|
|
Liberia
|
|
100%
|
INVIRIE SHIPPING CO.
|
|
Liberia
|
|
100%
|
JODIE SHIPPING CO.
|
|
Liberia
|
|
100%
|
JOYNER CARRIERS S.A.
|
|
Liberia
|
|
100%
|
KALAMATA SHIPPING CORPORATION
|
|
Liberia
|
|
100%
|
KAYLEY SHIPPING CO.
|
|
Liberia
|
|
100%
|
KELSEN SHIPPING CO.
|
|
Liberia
|
|
100%
|
KINSLEY MARINE CORP.
|
|
Liberia
|
|
100%
|
LAREDO MARINE CORP.
|
|
Liberia
|
|
100%
|
LAUDIO MARINE CORP.
|
|
Liberia
|
|
100%
|
LENTRAN SHIPPING CO.
|
|
Liberia
|
|
100%
|
LENVAL MARINE CORP.
|
|
Liberia
|
|
100%
|
LEROY SHIPPING CO.
|
|
Liberia
|
|
100%
|
LINDNER SHIPPING CO.
|
|
Liberia
|
|
100%
|
LONGLEY SHIPPING CO.
|
|
Liberia
|
|
100%
|
MADELIA SHIPPING CO.
|
|
Liberia
|
|
100%
|
MARALDI MARINE CORP.
|
|
Liberia
|
|
100%
|
MARINA MARITIME CORPORATION
|
|
Liberia
|
|
100%
|
MENDATA MARINE CORP.
|
|
Liberia
|
|
100%
|
MERLE MARINE CORP.
|
|
Liberia
|
|
100%
|
MERTEN SHIPPING CO.
|
|
Liberia
|
|
100%
|
MIKO SHIPPING CO.
|
|
Liberia
|
|
100%
|
MORGIA MARINE CORP.
|
|
Liberia
|
|
100%
|
NAILSTONE MARINE CORP.
|
|
Liberia
|
|
100%
|
NAVARINO MARITIME CORPORATION
|
|
Liberia
|
|
100%
|
NERIDA SHIPPING CO.
|
|
Liberia
|
|
100%
|
NISBET SHIPPING CO.
|
|
Liberia
|
|
100%
|
NML EBURY TRADER SA.
|
|
Liberia
|
|
36.6%*
|
NML VIOLETTA INC.
|
|
Liberia
|
|
36.6%*
|
NOVARA SHIPPING CO.
|
|
Liberia
|
|
100%
|
OLDSTONE MARINE CORP.
|
|
Liberia
|
|
100%
|
ONTON MARINE CORP.
|
|
Liberia
|
|
100%
|
ORRIN SHIPPING CO.
|
|
Liberia
|
|
100%
|
PEDDAR SHIPPING CO.
|
|
Liberia
|
|
100%
|
PERCY SHIPPING CO.
|
|
Liberia
|
|
100%
|
PLANGE SHIPPING CO.
|
|
Liberia
|
|
100%
|
POMAR MARINE CORP.
|
|
Liberia
|
|
100%
|
QUENTIN SHIPPING CO.
|
|
Liberia
|
|
100%
|
RADER SHIPPING CO.
|
|
Liberia
|
|
100%
|
RAVENSTONE MARINE CORP.
|
|
Liberia
|
|
100%
|
RAYMOND SHIPPING CO.
|
|
Liberia
|
|
100%
|
REDDICK SHIPPING CO.
|
|
Liberia
|
|
100%
|
Name of Subsidiary
|
|
Jurisdiction of
Incorporation
|
|
Proportion of
Ownership
Interest |
RENA MARITIME CORPORATION
|
|
Liberia
|
|
100%
|
RIVOLI MARINE CORP.
|
|
Liberia
|
|
100%
|
ROCESTER MARINE CORP.
|
|
Liberia
|
|
100%
|
ROCKWELL SHIPPING CO.
|
|
Liberia
|
|
100%
|
ROGART SHIPPING CO.
|
|
Liberia
|
|
100%
|
SANDER SHIPPING CO.
|
|
Liberia
|
|
100%
|
SAUVAN MARINE CORP.
|
|
Liberia
|
|
100%
|
SAVAL SHIPPING CO.
|
|
Liberia
|
|
100%
|
SHAEKERSTONE MARINE CORP.
|
|
Liberia
|
|
100%
|
SILKSTONE MARINE CORP.
|
|
Liberia
|
|
100%
|
SIMONE SHIPPING CO.
|
|
Liberia
|
|
100%
|
SINGLETON SHIPPING CO.
|
|
Liberia
|
|
100%
|
SMOLLET MARINE CORP.
|
|
Liberia
|
|
100%
|
SNARESTONE MARINE CORP.
|
|
Liberia
|
|
100%
|
SOLIDATE MARINE CORP.
|
|
Liberia
|
|
100%
|
SPEDDING SHIPPING CO.
|
|
Liberia
|
|
100%
|
SWEPTSTONE MARINE CORP.
|
|
Liberia
|
|
100%
|
TAKOULIS MARITIME CORPORATION
|
|
Liberia
|
|
100%
|
TANERA SHIPPING CO.
|
|
Liberia
|
|
100%
|
TATUM SHIPPING CO.
|
|
Liberia
|
|
100%
|
TERANCE SHIPPING CO.
|
|
Liberia
|
|
100%
|
TERRON MARINE CORP.
|
|
Liberia
|
|
100%
|
TIMPSON SHIPPING CO.
|
|
Liberia
|
|
100%
|
UNDINE SHIPPING CO.
|
|
Liberia
|
|
100%
|
URIZA SHIPPING S.A.
|
|
Liberia
|
|
100%
|
VAILLANT MARINE CORP.
|
|
Liberia
|
|
100%
|
VALROSE MARINE CORP.
|
|
Liberia
|
|
100%
|
VERANDI SHIPPING CO.
|
|
Liberia
|
|
100%
|
VERNES SHIPPING CO.
|
|
Liberia
|
|
100%
|
VIRNA SHIPPING CO.
|
|
Liberia
|
|
100%
|
WESTER SHIPPING CO.
|
|
Liberia
|
|
100%
|
AINSLEY MARITIME CO.
|
|
Marshall Islands
|
|
100%
|
AMBROSE MARITIME CO.
|
|
Marshall Islands
|
|
100%
|
BEARDMORE MARITIME CO.
|
|
Marshall Islands
|
|
100%
|
BENEDICT MARITIME CO.
|
|
Marshall Islands
|
|
100%
|
BERTRAND MARITIME CO.
|
|
Marshall Islands
|
|
100%
|
COSTAMARE BULKERS INC.
|
|
Marshall Islands
|
|
92.5%
|
COSTAMARE VENTURES INC.
|
|
Marshall Islands
|
|
100%
|
FAIRBANK MARITIME CO.
|
|
Marshall Islands
|
|
100%
|
GEYER MARITIME CO.
|
|
Marshall Islands
|
|
100%
|
HYDE MARITIME CO.
|
|
Marshall Islands
|
|
100%
|
NML ALDEBARAN LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML ALHENA LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML AM PASSION LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML AM PROSPERITY LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML ANJALI LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML ARABELLA LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML ATHENS TRADER LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML ATLAS LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML BOLIVAR LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML BRAMANTE LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML BULK COLOMBIA LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML BULK HONDURAS LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML CLARABELLE LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML COHIBA LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML CRETANSEA LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML ETHRA I LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML ETHRA II LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML HOLDING LLC.
|
|
Marshall Islands
|
|
36.6%*
|
Name of Subsidiary
|
|
Jurisdiction of
Incorporation |
|
Proportion of
Ownership
Interest
|
NML HOPE LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML ISLAND GIRL LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML LIMA TRADER LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML MANILA TRADER LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML NOR NAOMI LLC
|
|
Marshall Islands
|
|
36.6%*
|
NML OASEA LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML OCEAN DREAMER LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML OSLO TRADER LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML PANAGIOTIS LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML ROME TRADER LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML SUPERBA LLC.
|
|
Marshall Islands
|
|
36.6%*
|
NML TRUSTEE LLC.
|
|
Marshall Islands
|
|
36.6%*
|
KEMP MARITIME CO.
|
|
Marshall Islands
|
|
100%
|
SCHOFIELD MARITIME CO.
|
|
Marshall Islands
|
|
100%
|
SKERRETT MARITIME CO.
|
|
Marshall Islands
|
|
100%
|
SYKES MARITIME CO.
|
|
Marshall Islands
|
|
100%
|
NEPTUNE MARITIME LEASING LIMITED
|
|
Jersey Islands
|
|
36.6%*
|
COSTAMARE PARTICIPATIONS PLC.
|
|
Cyprus
|
|
100%
|
1. |
I have reviewed this annual report on Form 20-F of Costamare Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash
flows of the company as of, and for, the periods presented in this report;
|
4. |
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c) |
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
|
|
(d) |
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably
likely to materially affect, the company’s internal control over financial reporting; and
|
5. |
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the
company’s board of directors (or persons performing the equivalent functions):
|
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record,
process, summarize and report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
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Dated: March 29, 2024
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By:
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/s/ Konstantinos Konstantakopoulos
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Name: Konstantinos Konstantakopoulos
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Title: Chief Executive Officer
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1. |
I have reviewed this annual report on Form 20-F of Costamare Inc.;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash
flows of the company as of, and for, the periods presented in this report;
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4. |
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c) |
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
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(d) |
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably
likely to materially affect, the company’s internal control over financial reporting; and
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5. |
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the
company’s board of directors (or persons performing the equivalent functions):
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record,
process, summarize and report financial information; and
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
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Dated: March 29, 2024
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By:
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/s/ Gregory Zikos
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Name: Gregory Zikos
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Title: Chief Financial Officer
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1. |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2. |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the report.
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Date: March 29, 2024
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By:
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/s/ Konstantinos Konstantakopoulos
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Name: Konstantinos Konstantakopoulos
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Title: Chief Executive Officer
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1. |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2. |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the report.
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Date: March 29, 2024
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By:
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/s/ Gregory Zikos
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Name: Gregory Zikos
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Title: Chief Financial Officer
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A. |
PURPOSE
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B. |
ADMINISTRATION
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C. |
COVERED INDIVIDUALS
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D. |
RECOVERY OF EXCESS INCENTIVE COMPENSATION
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E. |
GOVERNING LAW
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F. |
MISCELLANEOUS PROVISIONS
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G. |
DEFINITIONS
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1. |
acknowledges and confirms that the undersigned has received and reviewed a copy of the Recovery Policy and that the undersigned is, and the undersigned’s beneficiaries, heirs, executors, administrators or
other legal representatives, as applicable, are, subject to the Recovery Policy;
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2. |
acknowledges and agrees that the undersigned shall comply with the Recovery Policy, including, without limitation, by returning Excess Incentive Compensation pursuant to, and in accordance with, the Recovery
Policy and applicable law, and that the undersigned remains subject to the Recovery Policy during and after the undersigned’s employment or engagement with a member of the Group;
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3. |
notwithstanding the generality of the foregoing, acknowledges and agrees to comply with and be subject to the terms and conditions of the Recovery Policy, including those set forth in Paragraph E regarding the
adjudication and settlement of all disputes, controversies or claims arising out of or relating to the Recovery Policy;
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4. |
acknowledges and agrees that in the event of any inconsistency between the Recovery Policy and the terms of any employment agreement to which the undersigned is a party, or the terms of any compensation plan,
program, agreement or arrangement under which any Incentive Compensation has been granted, awarded, earned or paid, in each case, the terms of the Recovery Policy shall govern; and
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5. |
acknowledges that the Recovery Policy may be amended from time to time in accordance with the terms thereof and the undersigned shall remain subject to the Recovery Policy, as so amended, in all respects.
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Signature
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Print Name
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Date
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