UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February 2024

 

Commission File Number: 001-34934

 

COSTAMARE INC.
(Translation of registrant’s name into English)

 

7 rue du Gabian, MC 98000 Monaco
(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F     ☒          Form 40-F     ☐

 

 

    

 

 

 

INCORPORATION BY REFERENCE

 

Exhibit 99.2 to this Report on Form 6-K shall be incorporated by reference into our registration statements on Form F-3, as filed with the U.S. Securities and Exchange Commission on July 6, 2016 (File No. 333-212415) and March 15, 2021 (File No. 333-254266), to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.

 

 

EXHIBIT INDEX

 

99.1 Press Release, dated February 7, 2024: Costamare Inc. Reports Results for the Fourth Quarter and Year Ended December 31, 2023
99.2 Financial Report for the Fourth Quarter and Year Ended December 31, 2023

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: February 7, 2024

     
  COSTAMARE INC.
     
  By: /s/ Gregory G. Zikos
  Name: Gregory G. Zikos
  Title: Chief Financial Officer
     

 

 

 

Exhibit 99.1

 

 

 

COSTAMARE INC. REPORTS RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2023

 

Monaco, February 7, 2024 – Costamare Inc. (“Costamare” or the “Company”) (NYSE: CMRE) today reported unaudited financial results for the fourth quarter (“Q4 2023”) and year ended December 31, 2023.

 

I. PROFITABILITY AND LIQUIDITY

 

· FY 2023 Net Income available to common stockholders of $354.7 million ($2.95 per share).

 

· FY 2023 Adjusted Net Income available to common stockholders1 of $249.0 million ($2.07 per share).

 

· Q4 2023 Net Income available to common stockholders of $96.6 million ($0.82 per share).

 

· Q4 2023 Adjusted Net Income available to common stockholders1 of $80.0 million ($0.68 per share).

 

· 2023 Year-end liquidity2 of $989.0 million.

 

II. DRY BULK OPERATING PLATFORM

 

· Costamare Bulkers Inc. (“CBI”) has currently fixed a fleet of 51 dry bulk vessels on period charters, consisting of:

 

- 32 Newcastlemax/ Capesize vessels.

 

- 19 Kamsarmax vessels.

 

· Majority of the fixed fleet is on index linked charter-in agreements, consisting of:

 

- 26 charters for Newcastlemax/ Capesize vessels that are index linked.

 

- 9 charters for Kamsarmax vessels that are index linked.

 

· Average remaining tenor for the Newcastlemax/ Capesize and Kamsarmax chartered-in fleet of 13 and 6 months, respectively.

 

III. LEASE FINANCING PLATFORM

 

· Controlling interest in Neptune Maritime Leasing Limited (“NML”).

 

· Company’s current investment in NML of $123.2 million.

 

· Growing leasing platform, having funded 23 shipping assets as of the date of this press release, for a total

amount of approximately $250 million, on the back of what we believe is a healthy pipeline. 


 

 

1 Adjusted Net Income available to common stockholders and respective per share figures are non-GAAP measures and should not be used in isolation or as substitutes for Costamare’s financial results presented in accordance with U.S. generally accepted accounting principles (“GAAP”). For the definition and reconciliation of these measures to the most directly comparable financial measure calculated and presented in accordance with GAAP, please refer to Exhibit I.

2 Including our share of cash amounting to $0.4 million held by vessel owning-companies set-up pursuant to the Framework Deed dated May 15, 2013, as amended and restated from time to time (the “Framework Deed”), between the Company and York Capital Management Global Advisors LLC and an affiliated fund (collectively, “York Capital”), margin deposits relating to our forward freight agreements (“FFAs”) and bunker swaps of $13.7 million, short term investments in U.S. Treasury Bills amounting to $17.5 million and $132.2 million of available undrawn funds from two hunting license facilities as of December 31, 2023.

 

 1 

 

IV.

SALE AND PURCHASE ACTIVITY

 

Vessel Disposals

 

· Conclusion of the sale of the following dry bulk vessels:

 

- m/v Peace built in 2006 with a 55,709 DWT capacity.

 

- m/v Pride built in 2006 with a 55,705 DWT capacity.

 

- m/v Manzanillo built in 2010 with a 34,426 DWT capacity.

 

- m/v Progress built in 2011 with a 32,400 DWT capacity.

 

- m/v Cetus built in 2010 with a 32,527 DWT capacity.

 

Net sale proceeds after debt prepayment amounted to $32.9 million.

 

· Agreement for the sale of the following dry bulk vessels:

 

- m/v Merida built in 2012 with a 56,670 DWT capacity (expected conclusion of sale within Q1 2024).

 

- m/v Konstantinos built in 2012 with a 32,178 DWT capacity (expected conclusion of sale within Q1 2024).

 

- m/v Adventure built in 2011 with a 33,755 DWT capacity (expected conclusion of sale within Q1 2024)3.

 

- m/v Alliance built in 2012 with a 33,751 DWT capacity (expected conclusion of sale by Q2 2024)3.

 

Estimated net sale proceeds from the vessels agreed to be sold after debt prepayment of $25.8 million.

 

Vessel/ Equity Interest Acquisitions

 

· Conclusion of the acquisition of the 51% equity interest in the company owning the 2001-built, 1,550 TEU capacity containership, Arkadia in December 2023. Prior to the conclusion of this acquisition, the Company already owned 49% equity interest with the remaining 51% owned by York Capital.

 

· Agreement for the acquisition of the 2011-built, 180,643 DWT capacity dry bulk vessel, Iron Miracle (tbr. Miracle) (expected conclusion within Q1 2024).

   

V. NEW DEBT FINANCING

 

· Conclusion of a new financing in the form of a hunting license facility with a European financial institution for the financing of the acquisition of containerships and dry bulk vessels. More specifically:

 

- Committed amount of up to $60 million.

 

- Drawdown availability until Q2 2025.

 

- Loan tenor of six years following each respective drawdown.

 

· No meaningful debt maturities until 2026.

 

 

 

3 Subject to final documentation.

 

 2 

 

VI. OWNED FLEET CHARTER UPDATE4 - FULLY EMPLOYED CONTAINERSHIP FLEET FOR 2024

 

· 95% and 78% of the containership fleet5 fixed for 2024 and 2025, respectively.

 

· Contracted revenues for the containership fleet of approximately $2.5 billion with a TEU-weighted duration of 3.6 years6.

 

· Entered into more than 40 chartering agreements for the owned dry bulk fleet since Q3 2023 earnings release.

 

VII. DIVIDEND ANNOUNCEMENTS – SHARE REPURCHASE PROGRAM

 

· On January 2, 2024, the Company declared a dividend of $0.115 per share on the common stock, which was paid on February 7, 2024, to holders of record of common stock as of January 22, 2024.

 

· On January 2, 2024, the Company declared a dividend of $0.476563 per share on the Series B Preferred Stock, $0.531250 per share on the Series C Preferred Stock, $0.546875 per share on the Series D Preferred Stock and $0.554688 per share on the Series E Preferred Stock, which were all paid on January 16, 2024 to holders of record as of January 12, 2024.

 

· Available funds remaining under the share repurchase program of $30 million for common shares and $150 million for preferred shares.

  

Mr. Gregory Zikos, Chief Financial Officer of Costamare Inc., commented:

 

“2023 has been a growth year for Costamare. The Company had revenues of $1.5 billion and generated Net Income of about $350 million. Liquidity stood at around $1 billion as of year-end.

 

Following our strategic decision in 2021 to enter into the dry bulk sector at an opportune time in the cycle, we grew during 2023 our newly established trading platform to an operator managing a fleet of 51 dry bulk vessels. Having invested $200 million in the new venture, we have a long-term commitment to the sector whose fundamentals we view positively.

 

Regarding Neptune Maritime Leasing, the platform has been steadily growing on a prudent basis throughout 2023, having now concluded leasing transactions for 23 ships with a total value of about $250 million. We are committed to growing further the leasing business on the back of a healthy pipeline extending over the coming quarters.

 

On the owned dry bulk fleet side, we are executing our strategy to renew the dry bulk fleet and increase its average size. During the year we took the decision to dispose of 12 smaller sized vessels and agreed to acquire three capesize and one ultramax vessel. Subject to market conditions, our goal is to continue our expansion in the dry market.

 

On the containership market, recent events have been contributing positively to the supply and demand dynamics, pushing up box and charter rates. These recent developments are mitigating the effects of oversupply in the containership market, as tonnage is expected to remain tight at least until the Chinese New Year. We have proactively secured employment for 95% and 78% of our open days for 2024 and 2025 respectively, putting our contracted revenues for container vessels at $2.5 billion with a remaining time charter duration of 3.6 years.”

 

 

 

4 Please refer to the Containership Fleet List table in Exhibit 99.2 for additional information on vessel employment details for our containership fleet.

5 Calculated on a TEU basis.

6 As of February 6, 2024.

 

 3 

 

 

Financial Summary

 

     Year ended December 31,      Three-month period ended December 31,  
(Expressed in thousands of U.S. dollars, except share and per share data)    2022      2023      2022      2023  
          
Voyage revenue  $1,113,859   $1,502,491   $265,431   $490,523 
Accrued charter revenue (1)  $(2,631)  $3,293   $(3,413)  $(1,222)
Amortization of time-charter assumed  $198   $(197)  $50   $(56)
Voyage revenue adjusted on a cash basis (2)  $1,111,426   $1,505,587   $262,068   $489,245 
Income from investments in leaseback vessels   —     $8,915    —     $4,324 
                     
Adjusted Net Income available to common stockholders (3)  $405,274   $249,006   $74,837   $79,981 
Weighted Average number of shares    122,964,358    120,299,172    121,983,112    118,042,187 
Adjusted Earnings per share (3)  $3.30   $2.07   $0.61   $0.68 
                     
Net Income  $554,692   $381,019   $194,176   $104,675 
Net Income available to common stockholders  $523,887   $354,681   $186,672   $96,586 
Weighted Average number of shares   122,964,358    120,299,172    121,983,112    118,042,187 
Earnings per share  $4.26   $2.95   $1.53   $0.82 

 

(1) Accrued charter revenue represents the difference between cash received during the period and revenue recognized on a straight-line basis. In the early years of a charter with escalating charter rates, voyage revenue will exceed cash received during the period and during the last years of such charter cash received will exceed revenue recognized on a straight-line basis. The reverse is true for charters with descending rates.

(2) Voyage revenue adjusted on a cash basis represents Voyage revenue after adjusting for non-cash “Accrued charter revenue” recorded under charters with escalating charter rates. However, Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. GAAP. We believe that the presentation of Voyage revenue adjusted on a cash basis is useful to investors because it presents the charter revenue for the relevant period based on the then current daily charter rates. The increases or decreases in daily charter rates under our charter party agreements of our fleet are described in the notes to the “Fleet List” tables in Exhibit 99.2.

(3) Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are non-GAAP measures. Refer to the reconciliation of Net Income to Adjusted Net Income and Adjusted Earnings per Share.

 

 

Non-GAAP Measures

 

The Company reports its financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures used in managing the business may provide users of these financial measures additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain items that impact the overall comparability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. The tables below set out supplemental financial data and corresponding reconciliations to GAAP financial measures for the three-month and the years ended December 31, 2023 and 2022. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, voyage revenue or net income as determined in accordance with GAAP. Non-GAAP financial measures include (i) Voyage revenue adjusted on a cash basis (reconciled above), (ii) Adjusted Net Income available to common stockholders and (iii) Adjusted Earnings per Share.

 

 4 

 

  

Exhibit I

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

 

     Year-ended
December 31,
     Three-month period ended
December 31,
 
(Expressed in thousands of U.S. dollars, except share and per share data)    2022      2023      2022      2023  
             
Net Income  $554,692   $381,019   $194,176   $104,675 
Earnings allocated to Preferred Stock   (31,068)   (31,068)   (7,767)   (7,767)
Non-Controlling Interest   263    4,730    263    (322)
Net Income available to common stockholders   523,887    354,681    186,672    96,586 
Accrued charter revenue   (2,631)   3,293    (3,413)   (1,222)
General and administrative expenses - non-cash component   7,089    5,850    1,388    1,556 
Amortization of time-charter assumed   198    (197)   50    (56)
Realized (gain) / loss on Euro/USD forward contracts (1)   2,323    (729)   517    (193)
Vessels’ impairment loss   1,691    434    1,691    205 
(Gain) / loss on sale of vessels, net   (126,336)   (112,220)   (105,086)   971 
Loss on vessels held for sale   —      2,305    —      2,305 
Loss on sale of vessels, net, by jointly owned companies with York Capital included in equity gain on investments (1)   —      493    —      —   
Non-recurring, non-cash write-off of loan deferred financing costs   3,309    1,484    914    45 
Gain on derivative instruments, excluding realized (gain)/loss on derivative instruments (1)   (2,698)   (4,801)   (5,332)   (18,629)
Non-recurring payments for loan cancellation fees   1,032    —      26    —   
Other non-cash items   (2,590)   (1,587)   (2,590)   (1,587)
Adjusted Net Income available to common stockholders  $405,274   $249,006   $74,837   $79,981 
Adjusted Earnings per Share  $3.30   $2.07   $0.61   $0.68 
Weighted average number of shares   122,964,358    120,299,172    121,983,112    118,042,187 

 

Adjusted Net Income available to common stockholders and Adjusted Earnings per Share represent Net Income after earnings allocated to preferred stock and Non-Controlling Interest, but before non-cash “Accrued charter revenue” recorded under charters with escalating or descending charter rates, amortization of time-charter assumed, loss on vessels held for sale, realized (gain) / loss on Euro/USD forward contracts, vessels’ impairment loss, (gain) / loss on sale of vessels, net, loss on sale of vessels, net, by jointly owned companies with York Capital included in equity gain on investments, non-recurring, non-cash write-off of loan deferred financing costs, general and administrative expenses - non-cash component, gain on derivative instruments, excluding realized (gain)/loss on derivative instruments, non-recurring payments for loan cancellation fees and other non-cash items. “Accrued charter revenue” is attributed to the timing difference between the revenue recognition and the cash collection. However, Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are not recognized measurements under U.S. GAAP. We believe that the presentation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful to investors because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We also believe that Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful in evaluating our ability to service additional debt and make capital expenditures. In addition, we believe that Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful in evaluating our operating performance and liquidity position compared to that of other companies in our industry because the calculation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share generally eliminates the effects of the accounting effects of capital expenditures and acquisitions, certain hedging instruments and other accounting treatments, items which may vary for different companies for reasons unrelated to overall operating performance and liquidity. In evaluating Adjusted Net Income available to common stockholders and Adjusted Earnings per Share, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

 

(1) Items to consider for comparability include gains and charges. Gains positively impacting Net Income available to common stockholders are reflected as deductions to Adjusted Net Income available to common stockholders. Charges negatively impacting Net Income available to common stockholders are reflected as increases to Adjusted Net Income available to common stockholders.

 

 

5

 

 

 Exhibit 99.2

 

Financial Report

 

Results of Operations

 

Three-month period ended December 31, 2023 compared to the three-month period ended December 31, 2022

 

During the three-month periods ended December 31, 2023 and 2022, we had an average of 111.6 and 114.7 vessels, respectively, in our owned fleet. In addition, during the three-month period ended December 31, 2023, through our dry bulk operating platform Costamare Bulkers Inc. (“CBI”), we chartered-in an average of 63.3 third-party dry bulk vessels. As of February 6, 2024, CBI has chartered-in 51 dry bulk vessels on period charters.

 

During the three-month period ended December 31, 2023, we sold the dry bulk vessels Peace, Pride and Cetus with an aggregate DWT of 143,941 and the container vessel Oakland with a TEU capacity of 4,890.

 

Furthermore, during the three-month period ended December 31, 2023, we acquired the 51% equity interest of York Capital of the 2001-built, 1,550 TEU capacity containership Arkadia and as a result we obtained 100% of the equity interest in the vessel.

 

Up to December 31, 2023, we have invested in Neptune Maritime Leasing Limited (“NML”) the amount of $119.6 million. During the three-month period ended December 31, 2023, NML is included in our consolidated financial statements.

 

In the three-month periods ended December 31, 2023 and 2022, our fleet ownership days totaled 10,267 and 10,552 days, respectively. Ownership days are one of the primary drivers of voyage revenue and vessels’ operating expenses and represent the aggregate number of days in a period during which each vessel in our fleet is owned.

 

Consolidated Financial Results and Vessels’ Operational Data(1)

 

   

Three-month period ended December 31,

                 
(Expressed in millions of U.S. dollars, except percentages)     2022       2023       Change      

Percentage

change 

 
                                 
Voyage revenue   $ 265.4     $ 490.5     $ 225.1       84.8 %
Income from investments in leaseback vessels     —         4.3       4.3       n.m.  
Voyage expenses     (15.1 )     (90.0 )     74.9       n.m.  
Charter-in hire expenses     —         (166.3 )     166.3       n.m.  
Voyage expenses – related parties     (3.7 )     (3.7 )     —         n.m.  
Vessels’ operating expenses     (70.9 )     (64.0 )     (6.9 )     (9.7 %)
General and administrative expenses     (3.1 )     (3.9 )     0.8       25.8 %
Management and agency fees – related parties     (13.9 )     (12.3 )     (1.6 )     (11.5 %)
General and administrative expenses - non-cash component     (1.4 )     (1.5 )     0.1       7.1 %
Amortization of dry-docking and special survey costs     (4.0 )     (5.3 )     1.3       32.5 %
Depreciation     (41.7 )     (41.8 )     0.1       0.2 %
Gain / (loss) on sale of vessels, net     105.1       (1.0 )     (106.1 )     n.m.  
Loss on vessels held for sale     —         (2.3 )     2.3       n.m.  
Vessels’ impairment loss     (1.7 )     (0.2 )     (1.5 )     (88.2 %)
Foreign exchange gains     2.7       3.9       1.2       44.4 %
Interest income     4.9       6.9       2.0       40.8 %
Interest and finance costs     (35.8 )     (34.4 )     (1.4 )     (3.9 %)
Income from equity method investments     0.7       0.1       (0.6 )     (85.7 %)
Other     1.4       1.2       (0.2 )     (14.3 %)
Gain on derivative instruments, net     5.3       24.5       19.2       n.m.  
Net Income   $ 194.2     $ 104.7                  

 

 1 

 

   

Three-month period ended December 31,

                 
(Expressed in millions of U.S. dollars, except percentages)     2022       2023       Change      

Percentage

change 

 
                                 
Voyage revenue   $ 265.4     $ 490.5     $ 225.1       84.8 %
Accrued charter revenue     (3.4 )     (1.2 )     2.2       64.7 %
Amortization of time-charter assumed   0.1       (0.1 )     (0.2 )     n.m.  
Voyage revenue adjusted on a cash basis (1)   $ 262.1     $ 489.2     $ 227.1       86.6 %

  

Vessels’ operational data    

Three-month period ended December 31,

                 
      2022       2023       Change      

Percentage

change 

 
                                 
Average number of vessels     114.7       111.6       (3.1 )     (2.7 %)
Ownership days     10,552       10,267       (285 )     (2.7 %)
Number of vessels under dry-docking and special survey     7       7       —            

 

(1) Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. generally accepted accounting principles (“GAAP”). Refer to “Consolidated Financial Results and Vessels’ Operational Data” above for the reconciliation of Voyage revenue adjusted on a cash basis.

 

Voyage Revenue

 

Voyage revenue increased by 84.8%, or $225.1 million, to $490.5 million during the three-month period ended December 31, 2023, from $265.4 million during the three-month period ended December 31, 2022. The increase is mainly attributable to (i) revenue earned by CBI, which has been fully operational since the first quarter of 2023 and (ii) increased charter rates in certain of our container vessels; partly off-set by decreased charter rates in certain of our dry bulk vessels and by revenue not earned by six container vessels and six dry bulk vessels that were sold during the fourth quarter of 2022 and the year ended December 31, 2023.

 

Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”) increased by 86.6%, or $227.1 million, to $489.2 million during the three-month period ended December 31, 2023, from $262.1 million during the three-month period ended December 31, 2022. Accrued charter revenue for the three-month periods ended December 31, 2023 and 2022 was a negative amount of $1.2 million and a negative amount of $3.4 million, respectively.

 

Income from investments in leaseback vessels

 

Income from investments in leaseback vessels was $4.3 million for the three-month period ended December 31, 2023. Income from investments in leaseback vessels was earned from NML’s operations during the fourth quarter of 2023. NML acquires, owns and bareboat charters out vessels through its wholly-owned subsidiaries.

 

Voyage Expenses

 

Voyage expenses were $90.0 million and $15.1 million for the three-month periods ended December 31, 2023 and 2022, respectively. Voyage expenses increased, period over period, mainly due to the operations of CBI which has been fully operational since the first quarter of 2023. Voyage expenses mainly include (i) fuel consumption mainly related to dry bulk vessels, (ii) third-party commissions, (iii) port expenses and (iv) canal tolls.

 

Charter-in Hire Expenses

 

Charter-in hire expenses were $166.3 million and nil for the three-month periods ended December 31, 2023 and 2022, respectively. Charter-in hire expenses are expenses relating to chartering-in of third-party dry bulk vessels under charter agreements through CBI.

 

Voyage Expenses – related parties

 

Voyage expenses – related parties were $3.7 million each of the three-month periods ended December 31, 2023 and 2022. Voyage expenses – related parties represent (i) fees of 1.25%, in the aggregate, on voyage revenues earned by our owned fleet charged by a related manager and a related service provider and (ii) charter brokerage fees (in respect of our container vessels) payable to two related charter brokerage companies for an amount of approximately $0.4 million and $0.4 million, in the aggregate, for the three-month periods ended December 31, 2023 and 2022, respectively.

 

 2 

 

Vessels’ Operating Expenses

 

Vessels’ operating expenses, which also include the realized gain/(loss) under derivative contracts entered into in relation to foreign currency exposure, were $64.0 million and $70.9 million during the three-month periods ended December 31, 2023 and 2022, respectively. Daily vessels’ operating expenses were $6,231 and $6,719 for the three-month periods ended December 31, 2023 and 2022, respectively. Daily operating expenses are calculated as vessels’ operating expenses for the period over the ownership days of the period.

 

General and Administrative Expenses

 

General and administrative expenses were $3.9 million and $3.1 million during the three-month periods ended December 31, 2023 and 2022, respectively, and include amounts of $0.67 million and $0.67 million, respectively, that were paid to a related service provider.

 

Management and Agency Fees – related parties

 

Management fees charged by our related managers were $11.7 million and $11.1 million during the three-month periods ended December 31, 2023 and 2022, respectively. Furthermore, during the three-month period ended December 31, 2023 and 2022, agency fees of $0.6 million and $2.8 million, respectively, were charged by our related agency companies, respectively, in connection with the operations of CBI.

 

General and Administrative Expenses - non-cash component

 

General and administrative expenses - non-cash component for the three-month period ended December 31, 2023 amounted to $1.5 million, representing the value of the shares issued to a related service provider on December 29, 2023. General and administrative expenses - non-cash component for the three-month period ended December 31, 2022 amounted to $1.4 million, representing the value of the shares issued to a related service provider on December 30, 2022.

 

Amortization of Dry-Docking and Special Survey Costs

 

Amortization of deferred dry-docking and special survey costs was $5.3 million and $4.0 million during the three-month periods ended December 31, 2023 and 2022, respectively. During the three-month period ended December 31, 2023, five vessels underwent and completed their dry-docking and special survey and two vessels were in the process of completing their dry-docking and special survey. During the three-month period ended December 31, 2022, two vessels underwent and completed their dry-docking and special survey and five vessels were in the process of completing their dry-docking and special survey.

 

Depreciation

Depreciation expense for the three-month periods ended December 31, 2023 and 2022 was $41.8 million and $41.7 million, respectively.

 

Gain / (Loss) on Sale of Vessels, net

 

During the three-month period ended December 31, 2023, we recorded a net loss of $1.0 million from the sale of the dry bulk vessels Peace, Pride and Cetus and the sale of the container vessel Oakland, which was classified as a vessel held for sale as of September 30, 2023. During the three-month period ended December 31, 2022, we recorded a gain of $105.1 million from the sale of the container vessels Sealand Michigan, Sealand Illinois and York, each of which was classified as a vessel held for sale as of September 30, 2022 (initially classified as vessels held for sale as of December 31, 2021).

 

Vessels Held for Sale

 

During the three-month period ended December 31, 2023, we recorded a loss on vessels held for sale of $2.3 million representing the expected loss from the sale of the dry bulk vessels Konstantinos and Progress during the next twelve-month period. Furthermore, during the three-month period ended December 31, 2023, the dry bulk vessels Manzanillo and Adventure were each classified as a vessel held for sale but no loss on vessels held for sale was recorded, since each vessel’s estimated fair value less costs to sell exceeded each vessel’s carrying value. As of December 31, 2022, the container vessels Sealand Washington and Maersk Kalamata (each of which was initially classified as a vessel held for sale during the first quarter of 2022) continued to be classified as vessels held for sale. No loss on vessels held for sale was recorded during the fourth quarter of 2022, since each vessel’s fair value less cost to sell exceeded each vessel’s carrying value.

 

 3 

 

Vessels’ Impairment Loss

 

During the three-month period ended December 31, 2023, we recorded an impairment loss in relation to one of our dry bulk vessels in the amount of $0.2 million. During the three-month period ended December 31, 2022, we recorded an impairment loss in relation to four of our dry bulk vessels in the amount of $1.7 million, in the aggregate.

 

Interest Income

 

Interest income amounted to $6.9 million and $4.9 million for the three-month periods ended December 31, 2023 and 2022, respectively.

 

Interest and Finance Costs

 

Interest and finance costs were $34.4 million and $35.8 million during the three-month periods ended December 31, 2023 and 2022, respectively. The decrease is mainly attributable to the decreased interest expense due to lower average loan balance during the three-month period ended December 31, 2023 compared to the three-month period ended December 31, 2022.

 

Income from Equity Method Investments

 

Income from equity method investments for the three-month periods ended December 31, 2023 and 2022 was $0.1 million and $0.7 million, respectively, representing our share of the gain in jointly owned companies set up pursuant to the Framework Deed. During the three-month period ended December 31, 2023 we acquired the 51% equity interest of York Capital of the 2001-built, 1,550 TEU capacity containership Arkadia and as a result we obtained 100% of the equity interest in the vessel. As of December 31, 2023 and 2022 two and five companies, respectively, were jointly owned pursuant to the Framework Deed out of which nil and four companies, respectively, owned container vessels.

 

Gain on Derivative Instruments, net

 

As of December 31, 2023, we hold derivative financial instruments that qualify for hedge accounting and derivative financial instruments that do not qualify for hedge accounting. The change in the fair value of each derivative instrument that qualifies for hedge accounting is recorded in “Other Comprehensive Income” (“OCI”). The change in the fair value of each derivative instrument that does not qualify for hedge accounting is recorded in the consolidated statements of income.

 

As of December 31, 2023, the fair value of these instruments, in aggregate, amounted to a net asset of $47.7 million. During the three-month period ended December 31, 2023, a net loss of $23.3 million has been included in OCI and a net gain of $24.5 million has been included in Gain on Derivative Instruments, net.

 

Cash Flows

Three-month periods ended December 31, 2023 and 2022

 

Condensed cash flows   Three-month period ended December 31,
(Expressed in millions of U.S. dollars)     2022       2023  
Net Cash Provided by Operating Activities   $ 124.4     $ 152.9  
Net Cash Provided by / (Used in) Investing Activities   $ 81.9     $ (33.3 )
Net Cash Used in Financing Activities   $ (110.6 )   $ (101.0 )

 

Net Cash Provided by Operating Activities

 

Net cash flows provided by operating activities for the three-month period ended December 31, 2023, increased by $28.5 million to $152.9 million, from $124.4 million for the three-month period ended December 31, 2022. The increase is mainly attributable to the favorable change in working capital position, excluding the current portion of long-term debt and the accrued charter revenue (representing the difference between cash received in that period and revenue recognized on a straight-line basis), to the decreased payments for interest (including interest derivatives net receipts) during the three-month period ended December 31, 2023 compared to the three-month period ended December 31, 2022 and to the decreased dry-docking and special survey costs during the three-month period ended December 31, 2023 compared to the three-month period ended December 31, 2022; partly offset by the decreased net cash from operations during the three-month period ended December 31, 2023 compared to the three-month period ended December 31, 2022.

 

 4 

 

Net Cash Provided by / (Used in) Investing Activities

 

Net cash used in investing activities was $33.3 million in the three-month period ended December 31, 2023, which mainly consisted of (i) an advance payment for the acquisition of the secondhand dry bulk vessel Iron Miracle (tbr. Miracle), (ii) payments for upgrades for certain of our container and dry bulk vessels, (iii) payments for net investments into which NML entered and (iv) payments for the purchase of short-term investments in US Treasury Bills; partly offset by the proceeds we received from the sale of one container vessel and three dry bulk vessels.

 

Net cash provided by investing activities was $81.9 million in the three-month period ended December 31, 2022, which mainly consisted of proceeds we received from (i) the sale of three container vessels and (ii) the maturity of part of our short-term investments in US Treasury Bills; partly off-set by payments for the purchase of short-term investments in US Treasury Bills and payments for upgrades for certain of our container and dry bulk vessels.

 

Net Cash Used in Financing Activities

 

Net cash used in financing activities was $101.0 million in the three-month period ended December 31, 2023, which mainly consisted of (a) $88.0 million net payments relating to our debt financing agreements and finance lease liability agreement (including proceeds of $12 million we received from one debt financing agreement), (b) $9.3 million we paid for dividends to holders of our common stock for the third quarter of 2023 and (c) $0.9 million we paid for dividends to holders of our 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”), $2.1 million we paid for dividends to holders of our 8.500% Series C Cumulative Redeemable Perpetual Preferred Stock (“Series C Preferred Stock”), $2.2 million we paid for dividends to holders of our 8.75% Series D Cumulative Redeemable Perpetual Preferred Stock (“Series D Preferred Stock”) and $2.5 million we paid for dividends to holders of our 8.875% Series E Cumulative Redeemable Perpetual Preferred Stock (“Series E Preferred Stock”) for the period from July 15, 2023 to October 14, 2023.

 

Net cash used in financing activities was $110.6 million in the three-month period ended December 31, 2022, which mainly consisted of (a) $95.3 million net payments relating to our debt financing agreements (including proceeds of $197.9 million we received from three of our debt financing agreements), (b) $10.0 million we paid for dividends to holders of our common stock for the third quarter of 2022 and (c) $0.9 million we paid for dividends to holders of our Series B Preferred Stock, $2.1 million we paid for dividends to holders of our Series C Preferred Stock, $2.2 million we paid for dividends to holders of our Series D Preferred Stock and $2.5 million we paid for dividends to holders of our Series E Preferred Stock for the period from July 15, 2022 to October 14, 2022.

  

 5 

 

Results of Operations

 

Year ended December 31, 2023 compared to the year ended December 31, 2022

 

During the year ended December 31, 2023 and 2022, we had an average of 111.4 and 116.7 vessels, respectively, in our owned fleet. In addition, during the year ended December 31, 2023, through CBI we chartered-in an average of 43.1 third-party dry bulk vessels. As of February 6, 2024, CBI has chartered-in 51 dry bulk vessels on period charters.

 

During the year ended December 31, 2023, we (i) sold our 49% equity interest in the company owning the 2018-built, 3,800 TEU capacity containership, Polar Argentina to York Capital, (ii) acquired the 51% equity interest of York Capital of the 2018-built, 3,800 TEU capacity containership Polar Brasil and as a result we obtained 100% of the equity interest in the vessel and (iii) we acquired the 51% equity interest of York Capital of the 2001-built, 1,550 TEU capacity containership Arkadia and as a result we obtained 100% of the equity interest in the vessel.

 

In addition, during the year ended December 31, 2023, we acquired the secondhand dry bulk vessels Enna, Dorado and Arya with an aggregate DWT of 417,241 and we sold the container vessels Maersk Kalamata, Sealand Washington and Oakland with an aggregate TEU capacity of 18,182 and the dry bulk vessels Miner, Taibo, Comity, Peace, Pride and Cetus with an aggregate DWT of 248,655.

 

During the year ended December 31, 2022, we acquired (i) the secondhand container vessel Dyros with a TEU capacity of 4,578 and (ii) the secondhand dry bulk vessels Oracle, Libra and Norma with an aggregate DWT of 172,717. Furthermore, in the year ended December 31, 2022, we sold the container vessels Messini, Sealand Michigan, Sealand Illinois and York with an aggregate TEU capacity of 22,402, and the dry bulk vessel Thunder, with DWT of 57,334.

 

Up to December 31, 2023, we have invested in NML the amount of $119.6 million. NML is included in our consolidated financial statements.

 

In the years ended December 31, 2023 and 2022, our fleet ownership days totaled 40,652 and 42,595 days, respectively. Ownership days are one of the primary drivers of voyage revenue and vessels’ operating expenses and represent the aggregate number of days in a period during which each vessel in our fleet is owned.

 

Consolidated Financial Results and Vessels’ Operational Data(1)

 

   

Year

ended December 31,

                 

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

    2022       2023       Change      

Percentage

change 

 
                                 
Voyage revenue   $ 1,113.9     $ 1,502.5     $ 388.6       34.9 %
Income from investments in lease back vessels     —         8.9       8.9       n.m.  
Voyage expenses     (49.1 )     (275.9 )     226.8       n.m.  
Charter-in hire expenses     —         (340.9 )     340.9       n.m.  
Voyage expenses – related parties     (15.4 )     (14.0 )     (1.4 )     (9.1 %)
Vessels’ operating expenses     (269.2 )     (258.1 )     (11.1 )     (4.1 %)
General and administrative expenses     (12.4 )     (18.4 )     6.0       48.4 %
Management and agency fees – related parties     (46.7 )     (56.3 )     9.6       20.6 %
General and administrative expenses – non-cash component     (7.1 )     (5.8 )     (1.3 )     (18.3 %)
Amortization of dry-docking and special survey costs     (13.5 )     (19.8 )     6.3       46.7 %
Depreciation     (166.0 )     (166.3 )     0.3       0.2 %
Gain on sale of vessels, net     126.3       112.2       (14.1 )     (11.2 %)
Loss on vessels held for sale     —         (2.3 )     2.3       n.m.  
Vessels’ impairment loss     (1.7 )     (0.4 )     (1.3 )     (76.5 %)
Foreign exchange gains     3.2       2.6       (0.6 )     (18.8 %)
Interest income     5.9       32.4       26.5       n.m.  
Interest and finance costs     (122.2 )     (144.4 )     22.2       18.2 %
Income from equity method investments     2.3       0.8       (1.5 )     (65.2 %)
Other     3.7       6.9       3.2       86.5 %
Gain on derivative instruments, net     2.7       17.3       14.6       n.m.  
Net Income   $ 554.7     $ 381.0                  

 

 6 

 

   

Year

ended December 31,

                 
(Expressed in millions of U.S. dollars, except percentages)     2022       2023       Change      

Percentage

change 

 
                                 
Voyage revenue   $ 1,113.9     $ 1,502.5     $ 388.6       34.9 %
Accrued charter revenue     (2.6 )     3.3       5.9       n.m.  
Amortization of time-charter assumed     0.2       (0.2 )     (0.4 )     n.m.  
Voyage revenue adjusted on a cash basis (1)   $ 1,111.5     $ 1,505.6     $ 394.1       35.5 %

 

Vessels’ operational data

   

Year

ended December 31,

                 
      2022       2023       Change      

Percentage

change 

 
                                 
Average number of vessels     116.7       111.4       (5.3 )     (4.5 %)
Ownership days     42,595       40,652       (1,943 )     (4.6 %)
Number of vessels under dry-docking and special survey     23       25       2          

 

(1) Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. generally accepted accounting principles (“GAAP”). Refer to “Consolidated Financial Results and Vessels’ Operational Data” above for the reconciliation of Voyage revenue adjusted on a cash basis.

 

Voyage Revenue

 

Voyage revenue increased by 34.9%, or $388.6 million, to $1,502.5 million during the year ended December 31, 2023, from $1,113.9 million during the year ended December 31, 2022. The increase is mainly attributable to (i) revenue earned by CBI, which has been fully operational since the first quarter of 2023 and (ii) increased charter rates in certain of our container vessels; partly off-set by decreased charter rates in certain of our dry bulk vessels and by revenue not earned by seven container vessels and seven dry bulk vessels sold during 2022 and 2023.

 

Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”) increased by 35.5%, or $394.1 million, to $1,505.6 million during the year ended December 31, 2023, from $1,111.5 million during the year ended December 31, 2022. Accrued charter revenue for the years ended December 31, 2023 and 2022 was a positive amount of $3.3 million and a negative amount of $2.6 million, respectively.

 

Income from investments in leaseback vessels

 

Income from investments in leaseback vessels was $8.9 million for the year ended December 31, 2023. Income from investments in leaseback vessels was earned from NML’s operations since the second quarter of 2023. NML acquires, owns and bareboat charters out vessels through its wholly-owned subsidiaries.

 

Voyage Expenses

 

Voyage expenses were $275.9 million and $49.1 million for the years ended December 31, 2023 and 2022, respectively. Voyage expenses increased, period over period, mainly due to the operations of CBI which was fully operational during the year ended December 31, 2023. Voyage expenses mainly include (i) fuel consumption mainly related to dry bulk vessels, (ii) third-party commissions, (iii) port expenses and (iv) canal tolls.

 

Charter-in Hire Expenses

 

Charter-in hire expenses were $340.9 million and nil for the years ended December 31, 2023 and 2022, respectively. Charter-in hire expenses are expenses relating to chartering-in of third-party dry bulk vessels under charter agreements through CBI.

 

 7 

 

Voyage Expenses – related parties

 

Voyage expenses – related parties were $14.0 million and $15.4 million for the years ended December 31, 2023 and 2022, respectively. Voyage expenses – related parties represent (i) fees of 1.25%, in the aggregate, on voyage revenues earned by our owned fleet charged by a related manager and a related service provider and (ii) charter brokerage fees (in respect of our container vessels) payable to two related charter brokerage companies for an amount of approximately $1.4 million and $1.5 million, in the aggregate, for the years ended December 31, 2023 and 2022, respectively.

 

Vessels’ Operating Expenses

 

Vessels’ operating expenses, which also include the realized gain/(loss) under derivative contracts entered into in relation to foreign currency exposure, were $258.1 million and $269.2 million during the years ended December 31, 2023 and 2022, respectively. Daily vessels’ operating expenses were $6,349 and $6,321 for the years ended December 31, 2023 and 2022, respectively. Daily operating expenses are calculated as vessels’ operating expenses for the period over the ownership days of the period.

 

General and Administrative Expenses

 

General and administrative expenses were $18.4 million and $12.4 million during the years ended December 31, 2023 and 2022, respectively, and include amounts of $2.7 million and $2.7 million, respectively, that were paid to a related service provider.

 

Management and Agency Fees – related parties

 

Management fees charged by our related managers were $44.6 million and $43.9 million during the years ended December 31, 2023 and 2022, respectively. Furthermore, during the years ended December 31, 2023 and 2022, agency fees of $11.7 million and $2.8 million, respectively, were charged by related agency companies, respectively, in connection with the operations of CBI.

 

General and Administrative Expenses – non-cash component

 

General and administrative expenses – non-cash component for the year ended December 31, 2023 amounted to $5.8 million, representing the value of the shares issued to a related service provider on March 30, 2023, June 30, 2023, September 29, 2023 and December 29, 2023. General and administrative expenses – non-cash component for the year ended December 31, 2022 amounted to $7.1 million, representing the value of the shares issued to a related service provider on March 30, 2022, on June 30, 2022, on September 30, 2022 and on December 30, 2022.

 

Amortization of Dry-Docking and Special Survey Costs

 

Amortization of deferred dry-docking and special survey costs was $19.8 million and $13.5 million during the years ended December 31, 2023 and 2022, respectively. During the year ended December 31, 2023, 23 vessels underwent and completed their dry-docking and special survey and two vessels were in the process of completing their dry-docking and special survey. During the year ended December 31, 2022, 18 vessels underwent and completed their dry-docking and special survey and five vessels were in the process of completing their dry-docking and special survey.

 

Depreciation

 

Depreciation expense for the years ended December 31, 2023 and 2022 was $166.3 million and $166.0 million, respectively.

 

Gain on Sale of Vessels, net

 

During the year ended December 31, 2023, we recorded an aggregate net gain of $112.2 million from (i) the sale of the container vessel Oakland, which was classified as a vessel held for sale as of September 30, 2023, (ii) the sale of the container vessels Maersk Kalamata and Sealand Washington, each of which was classified as a vessel held for sale as of December 31, 2022 (initially classified as vessels held for sale as of March 31, 2022), (iii) the sale of the dry bulk vessel Taibo, which was classified as a vessel held for sale as of March 31, 2023, (iv) the sale of the dry bulk vessels Peace, Pride, Cetus, Miner and Comity and (v) the result of the accounting classification of the container vessels Vela and Vulpecula as “Net investment in Sale type lease (Vessels)”. During the year ended December 31, 2022, we recorded an aggregate gain of $126.3 million from the sale of the container vessels Messini, Sealand Michigan, Sealand Illinois and York (vessels each classified as held for sale during the fourth quarter of 2021) and the dry bulk vessel Thunder (a vessel classified as held for sale during the first quarter of 2022).

  

 8 

 

Vessels Held for Sale

 

During the year ended December 31, 2023, we recorded a loss on vessels held for sale of $2.3 million, representing the expected loss from the sale of the dry bulk vessels Konstantinos and Progress during the next twelve-month period. Furthermore, during the year ended December 31, 2023, the dry bulk vessels Manzanillo and Adventure were classified as vessels held for sale but no loss on vessels held for sale was recorded, since each vessel’s estimated fair value less costs to sell exceeded each vessel’s carrying value. During the year ended December 31, 2022, the container vessels Sealand Washington and Maersk Kalamata were classified as vessels held for sale. No loss on vessels held for sale was recorded during the year ended December 31, 2022, since each vessel’s fair value less cost to sell exceeded each vessel’s carrying value.

 

Vessels’ Impairment Loss

 

During the year ended December 31, 2023, we recorded an impairment loss in relation to two of our dry bulk vessels in the amount of $0.4 million in the aggregate. During the year ended December 31, 2022, we recorded an impairment loss in relation to four of our dry bulk vessels in the amount of $1.7 million, in the aggregate.

 

Interest Income

 

Interest income amounted to $32.4 million and $5.9 million for the years ended December 31, 2023 and 2022, respectively.

 

Interest and Finance Costs

 

Interest and finance costs were $144.4 million and $122.2 million during the years ended December 31, 2023 and 2022, respectively. The increase is mainly attributable to the increased interest expense due to increased financing costs during the year ended December 31, 2023 compared to the year ended December 31, 2022.

 

Income from Equity Method Investments

 

Income from equity method investments for the years ended December 31, 2023 and 2022 was $0.8 million and $2.3 million, respectively, representing our share of the income in jointly owned companies set up pursuant to the Framework Deed. During the year ended December 31, 2023, we (i) sold our 49% equity interest in the company owning the 2018-built, 3,800 TEU capacity containership, Polar Argentina to York Capital, (ii) acquired the 51% equity interest of York Capital of the 2018-built, 3,800 TEU capacity containership Polar Brasil and as result we acquired the 100% equity interest in the vessel and (iii) acquired the 51% equity interest of York Capital of the 2001-built, 1,550 TEU capacity containership Arkadia and as a result we obtained 100% of the equity interest in the vessel. As of December 31, 2023 and 2022, two and five companies, respectively, were jointly owned pursuant to the Framework Deed out of which nil and four companies, respectively, owned container vessels.

 

Gain on Derivative Instruments, net

 

As of December 31, 2023, we hold derivative financial instruments that qualify for hedge accounting and derivative financial instruments that do not qualify for hedge accounting. The change in the fair value of each derivative instrument that qualifies for hedge accounting is recorded in “Other Comprehensive Income” (“OCI”). The change in the fair value of each derivative instrument that does not qualify for hedge accounting is recorded in the consolidated statements of income.

 

As of December 31, 2023, the fair value of these instruments, in aggregate, amounted to a net asset of $47.7 million. During the year ended December 31, 2023, a net loss of $25.0 million has been included in OCI and a gain of $17.3 million has been included in Gain on Derivative Instruments, net.

 

Cash Flows

Years ended December 31, 2023 and 2022

 

Condensed cash flows   Year ended December 31,
(Expressed in millions of U.S. dollars)   2022   2023
Net Cash Provided by Operating Activities   $ 581.6     $ 331.4  
Net Cash Provided by Investing Activities   $ 42.5     $ 79.1  
Net Cash Used in Financing Activities   $ (166.1 )   $ (396.8 )

 

 9 

 

Net Cash Provided by Operating Activities

 

Net cash flows provided by operating activities for the year ended December 31, 2023, decreased by $250.2 million to $331.4 million, from $581.6 million for the year ended December 31, 2022. The decrease is mainly attributable to the decreased net cash from operations, to the unfavorable change in working capital position, excluding the current portion of long-term debt and the accrued charter revenue (representing the difference between cash received in that period and revenue recognized on a straight-line basis), to the increased payments for interest (including interest derivatives net receipts) during the year ended December 31, 2023 compared to the year ended December 31, 2022 and to the increased dry-docking and special survey costs during the year ended December 31, 2023 compared to the year ended December 31, 2022.

 

Net Cash Provided by Investing Activities

 

Net cash provided by investing activities was $79.1 million in the year ended December 31, 2023, which mainly consisted of proceeds we received from (i) the sale of the container vessels Sealand Washington, Maersk Kalamata and Oakland and the dry bulk vessels Miner, Taibo, Comity, Peace, Pride and Cetus and (ii) the maturity of our short-term investments in US Treasury Bills; partly off-set by payments for the purchase of short-term investments in US Treasury Bills, payments for upgrades for certain of our container and dry bulk vessels, payments for the acquisition of the secondhand dry bulk vessels Enna, Dorado and Arya, an advance payment for the acquisition of the secondhand dry bulk vessel Iron Miracle (tbr. Miracle) and payments for net investments into which NML entered.

 

Net cash provided by investing activities was $42.5 million in the year ended December 31, 2022, which mainly consisted of proceeds we received from (i) the sale of four container vessels and one dry bulk vessel and (ii) the maturity of part of our short-term investments in US Treasury Bills; partly off-set by (i) payments for the acquisition of two secondhand dry bulk vessels, (ii) settlement payment for the delivery of one secondhand dry bulk vessel, (iii) payments for the purchase of short-term investments in US Treasury Bills and (iv) payments for upgrades for certain of our container and dry bulk vessels.

 

Net Cash Used in Financing Activities

 

Net cash used in financing activities was $396.8 million in the year ended December 31, 2023, which mainly consisted of (a) $256.0 million net payments relating to our debt financing agreements and finance lease liability agreement (including proceeds of $576.2 million we received from eight debt financing agreements), (b) $60.0 million we paid for the re-purchase of 6.3 million of our common shares, (c) $39.1 million we paid for dividends to holders of our common stock for the fourth quarter of 2022, the first quarter of 2023, the second quarter of 2023 and the third quarter of 2023 and (d) $3.8 million we paid for dividends to holders of our Series B Preferred Stock, $8.5 million we paid for dividends to holders of our Series C Preferred Stock, $8.7 million we paid for dividends to holders of our Series D Preferred Stock and $10.2 million we paid for dividends to holders of our Series E Preferred Stock for the periods from October 15, 2022 to January 14, 2023, January 15, 2023 to April 14, 2023, April 15, 2023 to July 14, 2023 and July 15, 2023 to October 14, 2023.

 

Net cash used in financing activities was $166.1 million in the year ended December 31, 2022, which mainly consisted of (a) $30.0 million net proceeds relating to our debt financing agreements (including proceeds of $1,014.3 million we received from our debt financing agreements), (b) $60.1 million we paid for the re-purchase of 4.7 million of our common shares, (c) $88.4 million we paid for dividends to holders of our common stock for the fourth quarter of 2021, the first quarter of 2022, the second quarter of 2022 and the third quarter of 2022 (including a special dividend paid to holders of our common stock of $46.7 million for the first quarter of 2022) and (d) $3.8 million we paid for dividends to holders of our Series B Preferred Stock, $8.5 million we paid for dividends to holders of our Series C Preferred Stock, $8.7 million we paid for dividends to holders of our Series D Preferred Stock and $10.2 million we paid for dividends to holders of our Series E Preferred Stock for the periods from October 15, 2021 to January 14, 2022, January 15, 2022 to April 14, 2022, April 15, 2022 to July 14, 2022 and July 15, 2022 to October 14, 2022.

 

Liquidity and Unencumbered Vessels

 

Cash and cash equivalents

 

As of December 31, 2023, we had Cash and cash equivalents (including restricted cash) of $825.2 million, $17.5 million invested in short-dated US Treasury Bills (short-term investments) and $13.7 million margin deposits in relation to our FFAs and bunker swaps. Furthermore, as of December 31, 2023, our liquidity stood at approximately $989 million including (a) our share of cash amounting to $0.4 million held in joint venture companies set up pursuant to the Framework Deed and (b) $132.2 million of available undrawn funds from two hunting license facilities.

 

 10 

 

Debt-free vessels

 

As of February 6, 2024, the following vessels were free of debt.

 

Unencumbered Vessels

(Refer to Fleet list for full details)

 

Vessel Name   Year
Built
  TEU / DWT
Capacity
Containerships        
KURE   1996   7,403
MAERSK KOWLOON   2005   7,471
ETOILE   2005   2,556
MICHIGAN   2008   1,300
ARKADIA   2001   1,550
Dry Bulk Vessels        
KONSTANTINOS   2012   32,178

 

Conference Call details:

 

On February 7, 2024 at 8:30 a.m. EST, Costamare’s management team will hold a conference call to discuss the financial results. Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1-844-887-9405 (from the US), 0808-238-9064 (from the UK) or +1-412-317-9258 (from outside the US and the UK). Please quote “Costamare”. A replay of the conference call will be available until February 14, 2024. The United States replay number is +1-877-344-7529; the standard international replay number is +1-412-317-0088; and the access code required for the replay is: 3254175.

 

Live webcast:

There will also be a simultaneous live webcast over the Internet, through the Costamare Inc. website (www.costamare.com). Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.

 

About Costamare Inc.

 

Costamare Inc. is one of the world’s leading owners and providers of containerships and dry bulk vessels for charter. The Company has 50 years of history in the international shipping industry and a fleet of 68 containerships, with a total capacity of approximately 513,000 TEU and 41 dry bulk vessels with a total capacity of approximately 2,719,000 DWT (including four vessels that we have agreed to sell and one vessel we have agreed to acquire). The Company also has a dry bulk operating platform which charters in/out dry bulk vessels, enters into contracts of affreightment, forward freight agreements and may also utilize hedging solutions. The Company participates in a leasing business that provides financing to third-party owners. The Company’s common stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock trade on the New York Stock Exchange under the symbols “CMRE”, “CMRE PR B”, “CMRE PR C”, “CMRE PR D” and “CMRE PR E”, respectively.

 

 

Forward-Looking Statements

 

This earnings release contains “forward-looking statements”. In some cases, you can identify these statements by forward-looking words such as “believe”, “intend”, “anticipate”, “estimate”, “project”, “forecast”, “plan”, “potential”, “may”, “should”, “could”, “expect” and similar expressions. These statements are not historical facts but instead represent only Costamare’s belief regarding future results, many of which, by their nature, are inherently uncertain and outside of Costamare’s control. It is possible that actual results may differ, possibly materially, from those anticipated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect future results, see the discussion in the Company’s Annual Report on Form 20-F (File No. 001-34934) under the caption “Risk Factors”.

 

Company Contacts:

Gregory Zikos – Chief Financial Officer
Konstantinos Tsakalidis – Business Development

 

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

Email: ir@costamare.com

 

 11 

 

Containership Fleet List

 

The table below provides additional information, as of February 6, 2024, about our fleet of containerships and those vessels subject to sale and leaseback agreements. Each vessel is a cellular containership, meaning it is a dedicated container vessel.

 

 

 

Vessel Name Charterer Year Built Capacity (TEU) Current Daily Charter Rate(1) (U.S. dollars) Expiration of Charter(2)
1 TRITON Evergreen 2016 14,424 (*) March 2026
2 TITAN(i) Evergreen 2016 14,424 (*) April 2026
3 TALOS(i) Evergreen 2016 14,424 (*) July 2026
4 TAURUS(i) Evergreen 2016 14,424 (*) August 2026
5 THESEUS(i) Evergreen 2016 14,424 (*) August 2026
6 YM TRIUMPH(i) Yang Ming 2020 12,690 (*) May 2030
7 YM TRUTH(i) Yang Ming 2020 12,690 (*) May 2030
8 YM TOTALITY(i) Yang Ming 2020 12,690 (*) July 2030
9 YM TARGET(i) Yang Ming 2021 12,690 (*) November 2030
10 YM TIPTOP(i) Yang Ming 2021 12,690 (*) March 2031
11 CAPE AKRITAS MSC 2016 11,010 33,000  August 2031
12 CAPE TAINARO MSC 2017 11,010 33,000 April 2031
13 CAPE KORTIA MSC 2017 11,010 33,000 August 2031
14 CAPE SOUNIO MSC 2017 11,010 33,000 April 2031
15 CAPE ARTEMISIO Hapag Lloyd/(*) 2017 11,010 36,650/(*) March 2030(3)
16 ZIM SHANGHAI ZIM 2006 9,469  72,700 July 2025
17 ZIM YANTIAN ZIM 2006 9,469  72,700 June 2025
18 YANTIAN COSCO 2006 9,469 (*) April 2026
19 COSCO HELLAS COSCO 2006 9,469 (*) July 2026
20 BEIJING COSCO 2006 9,469 39,600/(*) June 2026(4)
21 MSC AZOV MSC 2014 9,403 35,300 December 2026
22 MSC AMALFI MSC 2014 9,403 46,300 March 2027(5)
23 MSC AJACCIO MSC 2014 9,403 35,300 February 2027
24 MSC ATHENS MSC 2013 8,827 35,300 January 2026
25 MSC ATHOS MSC 2013 8,827 35,300 February 2026
26 VALOR Hapag Lloyd/(*) 2013 8,827 32,400/(*) April 2030(6)
27 VALUE Hapag Lloyd/(*) 2013 8,827  32,400/(*) April 2030(7)
28 VALIANT Hapag Lloyd/(*) 2013 8,827  32,400/(*) June 2030(8)
29 VALENCE Hapag Lloyd/(*) 2013 8,827 32,400/(*) July 2030(9)
30 VANTAGE Hapag Lloyd/(*) 2013 8,827 32,400/(*) September 2030(10)
31 NAVARINO MSC/(*) 2010 8,531 31,000/(*) March 2029(11)
32 KLEVEN MSC 1996 8,044 41,500 November 2026
33 KOTKA MSC 1996 8,044 41,500 December 2026
34 MAERSK KOWLOON Maersk 2005 7,471 18,500 August 2025
35 KURE MSC 1996 7,403 41,500 July 2026
36 METHONI Maersk 2003 6,724 46,500 August 2026
37 PORTO CHELI Maersk 2001 6,712 30,075 June 2026
38 ZIM TAMPA ZIM 2000 6,648 45,000 July 2025
39 ZIM VIETNAM ZIM 2003 6,644 53,000 October 2025
40 ZIM AMERICA ZIM 2003 6,644 53,000 October 2025
41 ARIES (*) 2004 6,492 58,500 March 2026
42 ARGUS (*) 2004 6,492 58,500 April 2026
43 PORTO KAGIO Maersk 2002 5,908 28,822 June 2026
44 GLEN CANYON ZIM 2006 5,642 62,500 June 2025
45 PORTO GERMENO Maersk 2002 5,570 28,822 June 2026
46 LEONIDIO Maersk 2014 4,957 14,200 December 2024(12)

 

 12 

 

 

 

Vessel Name Charterer Year Built Capacity (TEU) Current Daily Charter Rate(1) (U.S. dollars) Expiration of Charter(2)
47 KYPARISSIA Maersk 2014 4,957 14,200 November 2024(12)
48 MEGALOPOLIS Maersk 2013 4,957 13,500 July 2025(13)
49 MARATHOPOLIS Maersk 2013 4,957 13,500 July 2025(13)
50 GIALOVA ZIM 2009 4,578 25,500 April 2024
51 DYROS Maersk 2008 4,578 22,750 February 2025(14)
52 NORFOLK  (*) 2009 4,259  (*) March 2025
53 VULPECULA ZIM 2010 4,258

43,250

(on average)

May 2028(15)
54 VOLANS Hapag Lloyd 2010 4,258 21,750 June 2024
55 VIRGO Maersk 2009 4,258 30,200 March 2025(16)
56 VELA ZIM 2009 4,258

43,250

(on average)

April 2028(17)
57 ANDROUSA (*) 2010 4,256 (*) May 2024
58 NEOKASTRO CMA CGM 2011 4,178 39,000 February 2027
59 ULSAN Maersk 2002 4,132 34,730 January 2026
60 POLAR BRASIL (i)   Maersk 2018 3,800 19,700 January 2025(18)
61 LAKONIA COSCO 2004 2,586 26,500 March 2025
62 SCORPIUS Hapag Lloyd 2007 2,572 17,750 May 2024
63 ETOILE (*) 2005 2,556  (*) June 2026
64 AREOPOLIS COSCO 2000 2,474 26,500 April 2025
65 ARKADIA Swire Shipping 2001 1,550 14,250 March 2024
66 MICHIGAN (*) 2008 1,300 (*) October 2025
67 TRADER (*)/(*) 2008 1,300 (*)/(*) October 2026(19)
68 LUEBECK MSC/(*) 2001 1,078 15,000/(*) April 2026(20)

 

(1) Daily charter rates are gross, unless stated otherwise. Amounts set out for current daily charter rate are the amounts contained in the charter contracts.
(2) Charter terms and expiration dates are based on the earliest date charters (unless otherwise noted) could expire.
(3) Cape Artemisio is currently chartered to Hapag Lloyd at a daily rate of $36,650 until March 12, 2025, at the earliest. Upon redelivery of the vessel from Hapag Lloyd, the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an undisclosed rate.
(4) Beijing will earn a daily rate of $39,600 until March 1, 2024. From the aforementioned date until the expiry of the charter, the vessel will earn an undisclosed rate.
(5) This charter rate will be earned by MSC Amalfi until March 16, 2024. From the aforementioned date until the expiry of the charter, the daily rate will be $35,300.
(6) Valor is currently chartered to Hapag Lloyd at a daily rate of $32,400 until April 3, 2025, at the earliest. Upon redelivery of the vessel from Hapag Lloyd, the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an undisclosed rate.
(7) Value is currently chartered to Hapag Lloyd at a daily rate of $32,400 until April 25, 2025, at the earliest. Upon redelivery of the vessel from Hapag Lloyd, the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an undisclosed rate.
(8) Valiant is currently chartered to Hapag Lloyd at a daily rate of $32,400 until June 5, 2025, at the earliest. Upon redelivery of the vessel from Hapag Lloyd, the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an undisclosed rate.
(9) Valence is currently chartered to Hapag Lloyd at a daily rate of $32,400 until July 3, 2025, at the earliest. Upon redelivery of the vessel from Hapag Lloyd, the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an undisclosed rate.
(10) Vantage is currently chartered to Hapag Lloyd at a daily rate of $32,400 until September 8, 2025, at the earliest. Upon redelivery of the vessel from Hapag Lloyd, the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an undisclosed rate.
(11) Navarino is currently chartered to MSC at a daily rate of $31,000 until March 1, 2025, at the earliest. Upon redelivery of the vessel from MSC, the vessel will commence a new charter with a leading liner company for a period of 48 to 52 months at an undisclosed rate.
(12) Charterer has the option to extend the current time charter for an additional period of 12 to 24 months at a daily rate of $17,000.
(13) Charterer has the option to extend the current time charter for an additional period of approximately 24 months at a daily rate of $14,500.

 

 13 

 

(14) The daily charter rate of $22,750 will be earned by Dyros until March 16, 2024. From the aforementioned date until the expiry of the charter, the daily rate will be $17,500.
(15) Vulpecula is currently chartered to ZIM under a charterparty agreement which commenced in May 2023. The tenor of the charter is for a period of 60 to 64 months at a daily rate of $43,250, on average. For this charter, the daily rate will be $99,000 for the first 12 month period, $91,250 for the second 12 month period, $10,000 for the third 12 month period and $8,000 for the remaining duration of the charter.
(16) The daily charter rate of $30,200 will be earned by Virgo until February 19, 2024. From the aforementioned date until the expiry of the charter, the daily rate will be $21,500.
(17) Vela is currently chartered to ZIM under a charterparty agreement which commenced in April 2023. The tenor of the charter is for a period of 60 to 64 months at a daily rate of $43,250, on average. For this charter, the daily rate will be $99,000 for the first 12 month period, $91,250 for the second 12 month period, $10,000 for the third 12 month period and $8,000 for the remaining duration of the charter.
(18) Charterer has the option to extend the current time charter for three additional one-year periods at a daily rate of $21,000.
(19) Trader is currently chartered at an undisclosed rate until October 1, 2024, at the earliest. Upon redelivery of the vessel from its current charterer, the vessel will commence a new charter with a leading liner company for a period of 24 to 26 months at an undisclosed rate.
(20) Luebeck is currently chartered to MSC at a daily rate of $15,000 until April 2024, at the earliest. Upon redelivery of the vessel from MSC, the vessel will commence a new charter with a leading liner company for a period of 24 to 26 months at an undisclosed rate.

 

(i) Denotes vessels subject to a sale and leaseback transaction.

 

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

 

 

 

 14 

 

Dry Bulk Vessel Fleet List

 

The tables below provide information, as of February 6, 2024 about our fleet of dry bulk vessels, including the four vessels that we have agreed to sell and one vessel we have agreed to acquire.

 

 

 

Vessel Name Year Built Capacity (DWT)
1 IRON MIRACLE (tbr. MIRACLE)(i) 2011 180,643
2 DORADO 2011 179,842
3 ENNA 2011 175,975
4 AEOLIAN 2012 83,478
5 GRENETA 2010 82,166
6 HYDRUS 2011 81,601
7 PHOENIX 2012 81,569
8 BUILDER 2012 81,541
9 FARMER 2012 81,541
10 SAUVAN 2010 79,700
11 ROSE 2008 76,619
12 MERCHIA 2015 63,800
13 SEABIRD 2016 63,553
14 DAWN 2018 63,530
15 ORION 2015 63,473
16 DAMON 2012 63,227
17 ARYA 2013 61,424
18 TITAN I 2009 58,090
19 ERACLE 2012 58,018
20 PYTHIAS 2010 58,018
21 NORMA 2010 58,018
22 ORACLE 2009 57,970
23 CURACAO 2011 57,937
24 URUGUAY 2011 57,937
25 ATHENA 2012 57,809
26 SERENA 2010 57,266
27 LIBRA 2010 56,729
28 PEGASUS 2011 56,726
29 MERIDA(ii) 2012 56,670
30 CLARA 2008 56,557
31 BERMONDI 2009 55,469
32 VERITY 2012 37,163
33 PARITY 2012 37,152
34 ACUITY 2011 37,149
35 EQUITY 2013 37,071
36 DISCOVERY 2012 37,019
37 BERNIS 2011 34,627
38 ADVENTURE(ii) 2011 33,755
39 ALLIANCE(ii) 2012 33,751
40 KONSTANTINOS(ii) 2012 32,178
41 RESOURCE 2010 31,776

 

(i) Denotes vessel that we have agreed to acquire.

(ii) Denotes vessels that we have agreed to sell.

 

 15 

 

 

Consolidated Statements of Income

 

    Years ended December 31,   Three-months ended December 31,
(Expressed in thousands of U.S. dollars, except share and per share amounts)     2022       2023       2022       2023  
                 
    (Unaudited)   (Unaudited)
REVENUES:                
Voyage revenue   $ 1,113,859     $ 1,502,491     $ 265,431     $ 490,523  
Income from investments in leaseback vessels     —         8,915       —         4,324  
Total revenues   $ 1,113,859     $ 1,511,406     $ 265,431     $ 494,847  
                                 
EXPENSES:                                
Voyage expenses     (49,069 )     (275,856 )     (15,055 )     (90,005 )
Charter-in hire expenses     —         (340,926 )     —         (166,256 )
Voyage expenses – related parties     (15,418 )     (13,993 )     (3,692 )     (3,731 )
Vessels’ operating expenses     (269,231 )     (258,088 )     (70,901 )     (63,978 )
General and administrative expenses     (12,440 )     (18,366 )     (3,150 )     (3,907 )
Management and agency fees – related parties     (46,735 )     (56,254 )     (13,867 )     (12,304 )
General and administrative expenses – non-cash component     (7,089 )     (5,850 )     (1,388 )     (1,556 )
Amortization of dry-docking and special survey costs     (13,486 )     (19,782 )     (4,027 )     (5,310 )
Depreciation     (165,998 )     (166,340 )     (41,762 )     (41,774 )
Gain on sale of vessels, net     126,336       112,220       105,086       (971 )
Loss on vessels held for sale     —         (2,305 )     —         (2,305 )
Vessels’ impairment loss     (1,691 )     (434 )     (1,691 )     (205 )
Foreign exchange gains     3,208       2,576       2,653       3,860  
Operating income   $ 662,246     $ 468,008     $ 217,637     $ 106,405  
                                 
OTHER INCOME / (EXPENSES):                                
Interest income   $ 5,956     $ 32,447     $ 4,863     $ 6,903  
Interest and finance costs     (122,233 )     (144,429 )     (35,789 )     (34,406 )
Income from equity method investments     2,296       764       703       75  
Other     3,729       6,941       1,430       1,231  
Gain on derivative instruments, net     2,698       17,288       5,332       24,467  
Total other expenses   $ (107,554 )   $ (86,989 )   $ (23,461 )   $ (1,730 )
Net Income   $ 554,692     $ 381,019     $ 194,176     $ 104,675  
Earnings allocated to Preferred Stock     (31,068 )     (31,068 )     (7,767 )     (7,767 )
Net (income) / loss attributable to the non-controlling interest     263       4,730       263       (322 )
Net Income available to common stockholders   $ 523,887     $ 354,681     $ 186,672     $ 96,586  
                                 
                                 
Earnings per common share, basic and diluted   $ 4.26     $ 2.95     $ 1.53     $ 0.82  
Weighted average number of shares, basic and diluted     122,964,358       120,299,172       121,983,112       118,042,187  

 

 16 

 

 

COSTAMARE INC.

Consolidated Balance Sheets

 

(Expressed in thousands of U.S. dollars)     As of December 31, 2022       As of December 31, 2023  
ASSETS     (Audited)       (Unaudited)  
CURRENT ASSETS:                
Cash and cash equivalents   $ 718,049     $ 745,544  
Restricted cash     9,768       10,645  
Margin deposits     —         13,748  
Short-term investments     120,014       17,492  
Investment in leaseback vessels, current     —         27,362  
Net investment in sales type lease (Vessels), current     —         22,620  
Accounts receivable     26,943       50,684  
Inventories     28,039       61,266  
Due from related parties     3,838       4,119  
Fair value of derivatives     25,660       33,310  
Insurance claims receivable     5,410       18,458  
Vessels held for sale     55,195       40,307  
Time-charter assumed     199       405  
Accrued charter revenue     10,885       9,752  
Prepayments and other     10,622       61,949  
Total current assets   $ 1,014,622     $ 1,117,661  
FIXED ASSETS, NET:                
Vessels and advances, net     3,666,861       3,446,797  
Total fixed assets, net   $ 3,666,861     $ 3,446,797  
NON-CURRENT ASSETS:                
Equity method investments   $ 20,971     $ 552  
Investment in leaseback vessels, non-current     —         191,674  
Deferred charges, net     55,035       72,801  
Finance leases, right-of-use assets (Vessels)     —         39,211  
Net investment in sales type lease (Vessels), non-current     —         19,482  
Operating leases, right-of-use assets     —         284,398  
Accounts receivable, non-current     5,261       5,586  
Restricted cash     83,741       69,015  
Fair value of derivatives, non-current     37,643       28,639  
Accrued charter revenue, non-current     11,627       10,937  
Time-charter assumed, non-current     468       269  
Total assets   $ 4,896,229     $ 5,287,022  
LIABILITIES AND STOCKHOLDERS’ EQUITY                
CURRENT LIABILITIES:                
Current portion of long-term debt   $ 320,114     $ 347,027  
Finance lease liability     —         2,684  
Operating lease liabilities, current portion     —         160,993  
Accounts payable     18,155       46,769  
Due to related parties     2,332       3,172  
Accrued liabilities     51,551       39,521  
Unearned revenue     25,227       52,177  
Fair value of derivatives     2,255       3,050  
Other current liabilities     3,456       7,377  
Total current liabilities   $ 423,090     $ 662,770  
NON-CURRENT LIABILITIES                
Long-term debt, net of current portion   $ 2,264,507     $ 1,999,193  
Finance lease liability, net of current portion     —         23,877  
Operating lease liabilities, non-current portion     —         114,063  
Fair value of derivatives, net of current portion     13,655       11,194  
Unearned revenue, net of current portion     34,540       27,352  
Other non-current liabilities     —         9,184  
Total non-current liabilities   $ 2,312,702     $ 2,184,863  
COMMITMENTS AND CONTINGENCIES                
Temporary equity – Redeemable non-controlling interest in subsidiary   $ 3,487     $ 629  
STOCKHOLDERS’ EQUITY:                
Preferred stock   $ —       $ —    
Common stock     12       13  
Treasury stock     (60,095 )     (120,095 )
Additional paid-in capital     1,423,954       1,435,294  
Retained earnings     746,658       1,045,932  
Accumulated other comprehensive income     46,421       21,387  
Total Costamare Inc. stockholders’ equity   $ 2,156,950     $ 2,382,531  
Non-controlling interest     —         56,229  
Total stockholders’ equity     2,156,950       2,438,760  
Total liabilities and stockholders’ equity   $ 4,896,229     $ 5,287,022  

 

 17 

 

 

Financial Summary

 

      Year ended December 31,       Three-month period ended December 31,  
(Expressed in thousands of U.S. dollars, except share and per share data)     2022       2023       2022       2023  
             
                 
Voyage revenue   $ 1,113,859     $ 1,502,491     $ 265,431     $ 490,523  
Accrued charter revenue (1)   $ (2,631 )   $ 3,293     $ (3,413 )   $ (1,222 )
Amortization of time-charter assumed   $ 198     $ (197 )   $ 50     $ (56 )
Voyage revenue adjusted on a cash basis (2)   $ 1,111,426     $ 1,505,587     $ 262,068     $ 489,245  
Income from investments in leaseback vessels     —       $ 8,915       —       $ 4,324  
                                 
Adjusted Net Income available to common stockholders (3)   $ 405,274     $ 249,006     $ 74,837     $ 79,981  
Weighted Average number of shares     122,964,358       120,299,172       121,983,112       118,042,187  
Adjusted Earnings per share (3)   $ 3.30     $ 2.07     $ 0.61     $ 0.68  
                                 
Net Income   $ 554,692     $ 381,019     $ 194,176     $ 104,675  
Net Income available to common stockholders   $ 523,887     $ 354,681     $ 186,672     $ 96,586  
Weighted Average number of shares     122,964,358       120,299,172       121,983,112       118,042,187  
Earnings per share   $ 4.26     $ 2.95     $ 1.53     $ 0.82  

 

(1) Accrued charter revenue represents the difference between cash received during the period and revenue recognized on a straight-line basis. In the early years of a charter with escalating charter rates, voyage revenue will exceed cash received during the period and during the last years of such charter cash received will exceed revenue recognized on a straight-line basis. The reverse is true for charters with descending rates.

(2) Voyage revenue adjusted on a cash basis represents Voyage revenue after adjusting for non-cash “Accrued charter revenue” recorded under charters with escalating charter rates. However, Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. GAAP. We believe that the presentation of Voyage revenue adjusted on a cash basis is useful to investors because it presents the charter revenue for the relevant period based on the then current daily charter rates. The increases or decreases in daily charter rates under our charter party agreements of our fleet are described in the notes to the “Fleet List” tables above.

(3) Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are non-GAAP measures. Refer to the reconciliation of Net Income to Adjusted Net Income and Adjusted Earnings per Share.

 

 

Non-GAAP Measures

 

The Company reports its financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures used in managing the business may provide users of these financial measures additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain items that impact the overall comparability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. The tables below set out supplemental financial data and corresponding reconciliations to GAAP financial measures for the three-month and the years ended December 31, 2023 and 2022. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, voyage revenue or net income as determined in accordance with GAAP. Non-GAAP financial measures include (i) Voyage revenue adjusted on a cash basis (reconciled above), (ii) Adjusted Net Income available to common stockholders and (iii) Adjusted Earnings per Share.

 

 18 

 

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

 

      Year-ended
December 31,
      Three-month period ended
December 31,
 
(Expressed in thousands of U.S. dollars, except share and per share data)     2022       2023       2022       2023  
                 
Net Income   $ 554,692     $ 381,019     $ 194,176     $ 104,675  
Earnings allocated to Preferred Stock     (31,068 )     (31,068 )     (7,767 )     (7,767 )
Non-Controlling Interest     263       4,730       263       (322 )
Net Income available to common stockholders     523,887       354,681       186,672       96,586  
Accrued charter revenue     (2,631 )     3,293       (3,413 )     (1,222 )
General and administrative expenses - non-cash component     7,089       5,850       1,388       1,556  
Amortization of time-charter assumed     198       (197 )     50       (56 )
Realized (gain) / loss on Euro/USD forward contracts (1)     2,323       (729 )     517       (193 )
Vessels’ impairment loss     1,691       434       1,691       205  
(Gain) / loss on sale of vessels, net     (126,336 )     (112,220 )     (105,086 )     971  
Loss on vessels held for sale     —         2,305       —         2,305  
Loss on sale of vessels, net, by jointly owned companies with York Capital included in equity gain on investments (1)     —         493       —         —    
Non-recurring, non-cash write-off of loan deferred financing costs     3,309       1,484       914       45  
Gain on derivative instruments, excluding realized (gain)/loss on derivative instruments (1)     (2,698 )     (4,801 )     (5,332 )     (18,629 )
Non-recurring payments for loan cancellation fees     1,032       —         26       —    
Other non-cash items     (2,590 )     (1,587 )     (2,590 )     (1,587 )
Adjusted Net Income available to common stockholders   $ 405,274     $ 249,006     $ 74,837     $ 79,981  
Adjusted Earnings per Share   $ 3.30     $ 2.07     $ 0.61     $ 0.68  
Weighted average number of shares     122,964,358       120,299,172       121,983,112       118,042,187  

 

Adjusted Net Income available to common stockholders and Adjusted Earnings per Share represent Net Income after earnings allocated to preferred stock and Non-Controlling Interest, but before non-cash “Accrued charter revenue” recorded under charters with escalating or descending charter rates, amortization of time-charter assumed, loss on vessels held for sale, realized (gain) / loss on Euro/USD forward contracts, vessels’ impairment loss, (gain) / loss on sale of vessels, net, loss on sale of vessels, net, by jointly owned companies with York Capital included in equity gain on investments, non-recurring, non-cash write-off of loan deferred financing costs, general and administrative expenses - non-cash component, gain on derivative instruments, excluding realized (gain)/loss on derivative instruments, non-recurring payments for loan cancellation fees and other non-cash items. “Accrued charter revenue” is attributed to the timing difference between the revenue recognition and the cash collection. However, Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are not recognized measurements under U.S. GAAP. We believe that the presentation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful to investors because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We also believe that Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful in evaluating our ability to service additional debt and make capital expenditures. In addition, we believe that Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful in evaluating our operating performance and liquidity position compared to that of other companies in our industry because the calculation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share generally eliminates the effects of the accounting effects of capital expenditures and acquisitions, certain hedging instruments and other accounting treatments, items which may vary for different companies for reasons unrelated to overall operating performance and liquidity. In evaluating Adjusted Net Income available to common stockholders and Adjusted Earnings per Share, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

 

(1) Items to consider for comparability include gains and charges. Gains positively impacting Net Income available to common stockholders are reflected as deductions to Adjusted Net Income available to common stockholders. Charges negatively impacting Net Income available to common stockholders are reflected as increases to Adjusted Net Income available to common stockholders.

 

 

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