EX-99.2 3 exh99_2.htm EXHIBIT 99.2

Exhibit 99.2
 
Financial Report
Results of Operations
Three-month period ended March 31, 2016 compared to the three-month period ended March 31, 2015
During the three-month periods ended March 31, 2016 and 2015, we had an average of 54.0 and 55.0 vessels, respectively, in our fleet. In the three-month periods ended March 31, 2016 and 2015, our fleet ownership days totaled 4,914 and 4,950 days, respectively. Ownership days are the primary driver 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.
                         
 (Expressed in millions of U.S. dollars, except percentages)
 
Three-month period ended March 31,
   
Change
   
Percentage
Change
 
 
2015
   
2016
 
 
 
 
 
                   
 
Voyage revenue
 
$
120.9
   
$
120.3
   
$
(0.6
)
   
(0.5
%)
Voyage expenses
   
(0.6
)
   
(0.6
)
   
-
     
-
 
Voyage expenses – related parties
   
(0.9
)
   
(0.9
)
   
-
     
-
 
Vessels' operating expenses
   
(29.6
)
   
(27.0
)
   
(2.6
)
   
(8.8
%)
General and administrative expenses
   
(1.3
)
   
(1.2
)
   
(0.1
)
   
(7.7
%)
Management fees – related parties
   
(4.8
)
   
(4.8
)
   
-
     
-
 
General and administrative expenses – non-cash component
   
(2.6
)
   
(1.3
)
   
(1.3
)
   
(50.0
%)
Amortization of dry-docking and special survey costs
   
(1.8
)
   
(1.9
)
   
0.1
     
5.6
%
Depreciation
   
(25.1
)
   
(25.3
)
   
0.2
     
0.8
%
Amortization of prepaid lease rentals
   
(1.2
)
   
(1.2
)
   
-
     
-
 
Foreign exchange gains/ (losses)
   
0.2
     
(0.1
)
   
(0.3
)
   
(150.0
%)
Interest income
   
0.4
     
0.3
     
(0.1
)
   
(25.0
%)
Interest and finance costs
   
(27.9
)
   
(18.9
)
   
(9.0
)
   
(32.3
%)
Equity loss on investments
   
(0.2
)
   
(0.2
)
   
-
     
-
 
Other
   
0.3
     
0.4
     
0.1
     
33.3
%
Gain / (Loss) on derivative instruments
   
0.5
     
(2.6
)
   
(3.1
)
   
(620.0
%)
Net Income
 
$
26.3
   
$
35.0
                 

                         
(Expressed in millions of U.S. dollars, except percentages)
 
Three-month period ended March 31,
   
Change
   
Percentage
Change
 
 
2015
   
2016
 
 
                   
 
Voyage revenue
 
$
120.9
   
$
120.3
   
$
(0.6
)
   
(0.5
%)
Accrued charter revenue
   
0.6
     
(0.5
)
   
(1.1
)
   
(183.3
%)
Voyage revenue adjusted on a cash basis
 
$
121.5
   
$
119.8
   
$
(1.7
)
   
(1.4
%)
 
                         
Vessels operational data
 
Three-month period ended March 31,
   
   
Percentage Change
 
 
2015
   
2016
   
Change
 
 
                   
 
Average number of vessels
   
55.0
     
54.0
     
(1.0
)
   
(1.8
%)
Ownership days
   
4,950
     
4,914
     
(36.0
)
   
(0.7
%)
Number of vessels under dry-docking
   
2
     
3
     
1
         

Voyage Revenue
Voyage revenue decreased by 0.5%, or $0.6 million, to $120.3 million during the three-month period ended March 31, 2016, from $120.9 million during the three-month period ended March 31, 2015. The decrease was mainly attributable to the decreased average number of vessels and revenue days of our fleet, during the three-month period ended March 31, 2016 compared to the three-month period ended March 31, 2015, partly offset by revenue earned due to increased calendar days by one day during the first quarter of 2016 (91 calendar days) compared to the first quarter of 2015 (90 calendar days).
1

 Voyage revenue adjusted on a cash basis (which eliminates non-cash "Accrued charter revenue"), decreased by 1.4%, or $1.7 million, to $119.8 million during the three-month period ended March 31, 2016, from $121.5 million during the three-month period ended March 31, 2015. The decrease was mainly attributable to the decreased average number of vessels and revenue days of our fleet, during the three-month period ended March 31, 2016 compared to the three-month period ended March 31, 2015, partly offset by revenue earned due to increased calendar days by one day during the first quarter of 2016 (91 calendar days) compared to the first quarter of 2015 (90 calendar days).
Voyage Expenses
Voyage expenses were $0.6 million, during the three-month periods ended March 31, 2016 and 2015. Voyage expenses mainly include (i) off-hire expenses of our vessels, mainly related to fuel consumption and (ii) third party commissions.
Voyage Expenses – related parties
Voyage expenses – related parties in the amount of $0.9 million during the three-month periods ended March 31, 2016 and 2015, represent fees of 0.75% on voyage revenues charged to us by Costamare Shipping Company S.A. ("Costamare Shipping") and Costamare Shipping Services Ltd. ("Costamare Services"), as provided under the Framework Agreement and Services Agreement, 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, decreased by 8.8%, or $2.6 million, to $27.0 million during the three-month period ended March 31, 2016, from $29.6 million during the three-month period ended March 31, 2015.
General and Administrative Expenses
General and administrative expenses decreased by 7.7%, or $0.1 million, to $1.2 million during the three-month period ended March 31, 2016, from $1.3 million during the three-month period ended March 31, 2015.  General and administrative expenses for the three-month periods ended March 31, 2016 and 2015, included $0.63 million which is part of the annual fee that Costamare Services receives based on the Services Agreement, effected on November 2, 2015. Prior to November 2, 2015, this annual fee was charged by Costamare Shipping pursuant to the amended and restated Group Management Agreement.      
Management Fees – related parties
Management fees paid to our managers were $4.8 million during the three month periods ended March 31, 2016 and 2015.
General and Administrative expenses – non-cash component
General and administrative expenses – non-cash component for the three-month period ended March 31, 2016 amounted to $1.3 million, representing the value of the shares issued to Costamare Services on March 31, 2016, pursuant to the Services Agreement effected on November 2, 2015. For the three-month period ended March 31, 2015, the non-cash component of general and administrative expenses was $2.6 million, representing the value of shares issued to Costamare Shipping pursuant to the amended and restated group management agreement, which was effective from January 1, 2015 until November 2, 2015.
Amortization of Dry-docking and Special Survey Costs
Amortization of deferred dry-docking and special survey costs was $1.9 million for the three-month period ended March 31, 2016 and $1.8 million for the three-month period ended March 31, 2015. During the three-month period ended March 31, 2016 one vessel completed its respective works and two were in process. During the three-month period ended March 31, 2015 two vessels underwent and completed their special surveys.
2

Depreciation
Depreciation expense increased by 0.8%, or $0.2 million, to $25.3 million during the three-month period ended March 31, 2016, from $25.1 million during the three-month period ended March 31, 2015. The increase was mainly attributable to the increased calendar days by one day during the first quarter of 2016 (91 calendar days) compared to the first quarter of 2015 (90 calendar days).
Foreign Exchange Gains/ (Losses)
Foreign exchange losses were $0.1 million during the three-month period ended March 31, 2016. Foreign exchange gains were $0.2 million during the three-month period ended March 31, 2015.
Interest Income
Interest income for the three-month periods ended March 31, 2016 and 2015 amounted to $0.3 million and $0.4 million, respectively.
Interest and Finance Costs
Interest and finance costs decreased by 32.3%, or $9.0 million, to $18.9 million during the three-month period ended March 31, 2016, from $27.9 million during the three-month period ended March 31, 2015. The decrease was partly attributable to the decreased loan interest expense (including interest charged in relation with our interest rate swap arrangements) charged to the consolidated statement of income resulting from the decrease in the outstanding loan amount.
Equity Loss on Investments
The equity loss on investments of $0.2 million for the three-month period ended March 31, 2016, represents our share of the net losses of nineteen jointly owned companies pursuant to the Framework Agreement with York. We hold a range of 25% to 49% of the capital stock of these companies.
Gain / (Loss) on Derivative Instruments
The fair value of our 18 interest rate derivative instruments which were outstanding as of March 31, 2016 equates to the amount that would be paid by us or to us should those instruments be terminated. As of March 31, 2016, the fair value of these 18 interest rate derivative instruments in aggregate amounted to a liability of $54.7 million. The effective portion of the change in the fair value of the interest rate derivative instruments that qualified for hedge accounting is recorded in "Other Comprehensive Income" ("OCI") while the ineffective portion is recorded in the consolidated statements of income. The change in the fair value of the interest rate derivative instruments that did not qualify for hedge accounting is recorded in the consolidated statement of income. For the three-month period ended March 31, 2016, a net loss of $5.1 million has been included in OCI and a net loss of $3.1 million has been included in Gain / (Loss) on derivative instruments in the consolidated statement of income, resulting from the fair market value change of the interest rate derivative instruments during the three-month period ended March 31, 2016.

Cash Flows

Three-month periods ended March 31, 2016 and 2015
             
Condensed cash flows
 
Three-month period ended March 31,
 
(Expressed in millions of U.S. dollars)
 
2015
   
2016
 
Net Cash Provided by Operating Activities
 
$
54.9
   
$
57.4
 
Net Cash Used in  Investing Activities
 
$
(13.4
)
 
$
(7.0
)
Net Cash Used in Financing Activities
 
$
(70.3
)
 
$
(69.3
)

3

 
Net Cash Provided by Operating Activities
 
Net cash flows provided by operating activities for the three-month period ended March 31, 2016, increased by $2.5 million to $57.4 million, compared to $54.9 million for the three-month period ended March 31, 2015.  The increase was mainly attributable to decreased payments for interest (including swap payments) during the period of $2.4 million in the three-month period ended March 31, 2016 compared to the three-month period ended March 31, 2015.
 Net Cash Used in Investing Activities
 
Net cash used in investing activities was $7.0 million in the three-month period ended March 31, 2016, which mainly consisted of $6.5 million (net of $2.7 million we received as dividend distributions) in advance payments for the construction of one newbuild vessel and the acquisition of a secondhand vessel, pursuant to the Framework Agreement with York; we hold equity interests ranging from 25% to 49% in nineteen jointly-owned companies.
Net cash used in investing activities was $13.4 million in the three-month period ended March 31, 2015, which mainly consisted of  $13.0 million in advance payments for the construction of two newbuild vessels, pursuant to the Framework Agreement with York; we hold an equity interest ranging from 25% to 49% in jointly-owned companies.
Net Cash Used in Financing Activities
 
Net cash used in financing activities was $69.3 million in the three-month period ended March 31, 2016, which mainly consisted of (a) $47.9 million of indebtedness that we repaid, (b) $3.5 million we repaid relating to our sale and leaseback agreements (c) $21.9 million we paid for dividends to holders of our common stock for the fourth quarter of 2015, and (d) $1.0 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") and $2.2 million we paid for dividends to holders of our 8.75% Series D Cumulative Redeemable Perpetual Preferred Stock ("Series D Preferred Stock"), for the period from October 15, 2015 to January 14, 2016.
Net cash used in financing activities was $70.3 million in the three-month period ended March 31, 2015, which mainly consisted of (a) $50.0 million of indebtedness that we repaid, (b) $3.3 million we repaid relating to our sale and leaseback agreements (c) $20.9 million we paid for dividends to holders of our common stock for the second quarter of 2014, and (d) $1.0 million we paid for dividends  to holders of our 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock ("Series B Preferred Stock") and $2.1 million we paid for dividends to holders of our 8.500% Series C Cumulative Redeemable Perpetual Preferred Stock ("Series C Preferred Stock"), in both cases for the period from October 15, 2014 to January 14, 2015.
4


Liquidity and Capital Expenditures
 
Cash and cash equivalents
As of March 31, 2016, we had a total cash liquidity of $134.4 million, consisting of cash, cash equivalents and restricted cash.
Debt-free vessels
 
As of April 20, 2016, the following vessels were free of debt.
Unencumbered Vessels in the water(*)
(refer to fleet list for full charter details)

Vessel Name
 
Year
Built
 
TEU
Capacity
NAVARINO
 
2010
 
8,531
VENETIKO
 
2003
 
5,928
MSC ITEA
 
1998
 
3,842
LAKONIA
 
2004
 
2,586
AREOPOLIS
 
2000
 
2,474
MESSINI
 
1997
 
2,458
NEAPOLIS
 
2000
 
1,645

(*) Does not include three secondhand vessels acquired and five newbuild vessels ordered pursuant to the Framework Agreement with York, which are also free of debt.


Capital commitments

As of April 20, 2016, we had outstanding equity commitments relating to our twelve contracted newbuilds aggregating approximately $104.5 million payable until the vessels are delivered. The amounts represent our interest in the relevant jointly-owned entities with York. Approximately $86.4 million of the above mentioned commitments, relate to five 11,000 TEU vessels on order, for which we are in discussions to finance with several banks.
Conference Call details:
On Thursday, April 21, 2016, at 8:30 a.m. ET, 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: 1-866-524-3160 (from the US), 0808 238 9064 (from the UK) or +1-412-317-6760 (from outside the US). Please quote "Costamare".

A replay of the conference call will be available until May 21, 2016. 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: 10084316.

Live webcast:

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

5

About Costamare Inc.

Costamare Inc. is one of the world's leading owners and providers of containerships for charter. The Company has 42 years of history in the international shipping industry and a fleet of 72 containerships, with a total capacity of approximately 467,000 TEU, including 12 newbuild containerships to be delivered. Eighteen of our containerships, including 12 newbuilds on order, have been acquired pursuant to the Framework Agreement with York Capital Management by vessel-owning joint venture entities in which we hold a minority equity interest. The Company's common stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock trade on the New York Stock Exchange under the symbols "CMRE", "CMRE PR B", "CMRE PR C" and "CMRE PR D", 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" and "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 Costamare Inc.'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: Tel: (+377) 93 25 09 40
Email: ir@costamare.com
6



 Fleet List
The tables below provide additional information, as of April 20, 2016, about our fleet of containerships, including our newbuilds on order, the vessels acquired pursuant to the Framework Agreement with York 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)
Time Charter Term(1)
Current Daily Charter Rate (U.S. dollars)
Expiration of Charter(1)
Average Daily Charter Rate Until Earliest Expiry of Charter (U.S. dollars)(2)
1
COSCO GUANGZHOU
COSCO
2006
9,469
12 years
36,400
December 2017
36,400
2
COSCO NINGBO
COSCO
2006
9,469
12 years
36,400
January 2018
36,400
3
COSCO YANTIAN
COSCO
2006
9,469
12 years
36,400
February 2018
36,400
4
COSCO BEIJING
COSCO
2006
9,469
12 years
36,400
April 2018
36,400
5
COSCO HELLAS
COSCO
2006
9,469
12 years
37,519
May 2018
37,519
6
MSC AZOV(**)
MSC
2014
9,403
10 years
43,000
November 2023
43,000
7
MSC AJACCIO(**)
MSC
2014
9,403
10 years
43,000
February 2024
43,000
8
MSC AMALFI(**)
MSC
2014
9,403
10 years
43,000
March 2024
43,000
9
MSC ATHENS
MSC
2013
8,827
10 years
42,000
January 2023
42,000
10
MSC ATHOS
MSC
2013
8,827
10 years
42,000
February 2023
42,000
11
VALOR
Evergreen
2013
8,827
7.0 years(i)
41,700
April 2020(i)
41,700
12
VALUE
Evergreen
2013
8,827
7.0 years(i)
41,700
April 2020(i)
41,700
13
VALIANT
Evergreen
2013
8,827
7.0 years(i)
41,700
June 2020(i)
41,700
14
VALENCE
Evergreen
2013
8,827
7.0 years(i)
41,700
July 2020(i)
41,700
15
VANTAGE
Evergreen
2013
8,827
7.0 years(i)
41,700
September 2020(i)
41,700
16
NAVARINO
PIL
2010
8,531
1.0 year
 10,500
November 2016(ii)
10,500
17
MAERSK KAWASAKI(iii)
A.P. Moller-Maersk
1997
7,403
10 years
37,000
December 2017
37,000
18
MAERSK KURE(iii)
A.P. Moller-Maersk
1996
7,403
10 years
37,000
December 2017
37,000
19
MAERSK KOKURA(iii)
A.P. Moller-Maersk
1997
7,403
10 years
37,000
February 2018
37,000
20
MSC METHONI
MSC
2003
6,724
10 years
29,000
September 2021
29,000
21
SEALAND NEW YORK
A.P. Moller-Maersk
2000
6,648
11 years
26,100
March 2018
26,100
22
MAERSK KOBE
A.P. Moller-Maersk
2000
6,648
11 years
26,100
May 2018
26,100
23
SEALAND WASHINGTON
A.P. Moller-Maersk
2000
6,648
11 years
26,100
June 2018
26,100
24
SEALAND MICHIGAN
A.P. Moller-Maersk
2000
6,648
11 years
26,100
August 2018
26,100
25
SEALAND ILLINOIS
A.P. Moller-Maersk
2000
6,648
11 years
26,100
October 2018
26,100
26
MAERSK KOLKATA
A.P. Moller-Maersk
2003
6,644
11 years
26,100
November 2019
26,100
27
MAERSK KINGSTON
A.P. Moller-Maersk
2003
6,644
11 years
38,461(4)
February 2020
26,161
28
MAERSK KALAMATA
A.P. Moller-Maersk
2003
6,644
11 years
38,418(5)
April 2020
26,533
29
VENETIKO
 
2003
5,928
       
30
ENSENADA EXPRESS(*)
 
2001
5,576
       
31
MSC ROMANOS
MSC
2003
5,050
5.3 years
28,000
November 2016
28,000
32
ZIM NEW YORK
ZIM
2002
4,992
14 years
14,534
September 2016(6)
14,534
33
ZIM SHANGHAI
ZIM
2002
4,992
14 years
14,534
 
September 2016(6)
14,534
 
34
ZIM PIRAEUS
ZIM
2004
4,992
10 years
12,500
July 2016
12,500
35
OAKLAND EXPRESS
Hapag Lloyd
2000
4,890
8.0 years
30,500
September 2016
30,500
36
HALIFAX EXPRESS
Hapag Lloyd
2000
4,890
8.0 years
30,500
October 2016
30,500
37
SINGAPORE EXPRESS
Hapag Lloyd
2000
4,890
8.0 years
30,500
July 2016
30,500
38
MSC MANDRAKI
MSC
1988
4,828
7.8 years
20,000
August 2017
20,000
39
MSC MYKONOS
MSC
1988
4,828
8.2 years
20,000
September 2017
20,000
40
MSC ULSAN
MSC
2002
4,132
5.3 years
16,500
March 2017
16,500
41
MSC KORONI
MSC
1998
3,842
9.5 years
13,500(7)
September 2018
13,500
42
ITEA
Hapag-Lloyd
1998
3,842
0.1 years
6,250
May 2016
6,250
43
KARMEN
Evergreen
1991
3,351
1.9 years
6,500
June 2016
7,250
44
MARINA
Evergreen
1992
3,351
0.5 years
8,800
May 2016
8,800
45
LAKONIA
Evergreen
2004
2,586
2.0 years
8,600
February 2017
8,600
46
ELAFONISOS(*)
CMA CGM
1999
2,526
0.3 years
6,000
May 2016
6,000
47
AREOPOLIS
Evergreen
2000
2,474
0.3 years
5,950
June 2016
5,950
48
MONEMVASIA(*)(iv)
A.P. Moller-Maersk
1998
2,472
0.1 years
8,750
May 2016
8,750
49
MESSINI
Evergreen
1997
2,458
3.3 years
6,000
August 2016
6,000
50
MSC REUNION
MSC
1992
2,024
9.0 years
11,200(8)
July 2017
8,019
51
MSC NAMIBIA II
MSC
1991
2,023
9.8 years
11,200(9)
July 2017
7,837
52
MSC SIERRA II
MSC
1991
2,023
8.7 years
11,200(10)
June 2017
7,569
53
MSC PYLOS
MSC
1991
2,020
6.0 years
6,300
January 2017
6,300
54
PADMA(*)
Yang Ming
1998
1,645
1.2 years
7,400(11)
August 2016
7,256
55
NEAPOLIS(****)
 
2000
1,645
       
56
ARKADIA(*)
Evergreen
2001
1,550
2.0 years
10,600
August 2017
10,600
57
PROSPER(****)
 
1996
1,504
       
58
ZAGORA
MSC
1995
1,162
5.8 years
7,400(12)
June 2017
6,321
59
PETALIDI(*)
CMA CGM
1994
1,162
2.0 years
7,600
June 2016
7,600
60
STADT LUEBECK
CMA CGM
2001
1,078
2.7 years
8,000(13)
May 2016
8,000

7

 
Newbuilds

 
 
Vessel Name
 
 
Shipyard
 
Capacity (TEU)
 
Charterer
Expected Delivery(3)
1
NCP0113(*)
Hanjin Subic Bay
11,010
 
Q2 2016
2
NCP0114(*)
Hanjin Subic Bay
11,010
 
Q2 2016
3
NCP0115(*)
Hanjin Subic Bay
11,010
 
Q3 2016
4
NCP0116(*)
Hanjin Subic Bay
11,010
 
Q3 2016
5
NCP0152(*)
Hanjin Subic Bay
11,010
 
Q1 2017
6
S2121(*) (***)
Samsung Heavy
14,354
Evergreen
Q2 2016
7
S2122(*) (***)
Samsung Heavy
14,354
Evergreen
Q2 2016
8
S2123(*) (***)
Samsung Heavy
14,354
Evergreen
Q3 2016
9
S2124(*) (***)
Samsung Heavy
14,354
Evergreen
Q3 2016
10
S2125(*) (***)
Samsung Heavy
14,354
Evergreen
Q4 2016
11
YZJ1206(*) (***)
Jiangsu New Yangzi
3,800
Hamburg Süd
Q1 2018
12
YZJ1207 (*) (***)
Jiangsu New Yangzi
3,800
Hamburg Süd
Q2 2018
 
(1) Charter terms and expiration dates are based on the earliest date charters could expire. Amounts set out for current daily charter rate are the amounts contained in the charter contracts.
(2) This average rate is calculated based on contracted charter rates for the days remaining between April 20, 2016 and the earliest expiration of each charter. Certain of our charter rates change until their earliest expiration dates, as indicated in the footnotes below.
(3) Based on latest shipyard production schedule, subject to change.
(4) This charter rate changes on April 28, 2016 to $26,100 per day until the earliest redelivery date.
 
8

(5) This charter rate changes on June 11, 2016 to $26,100 per day until the earliest redelivery date.
(6) The amounts in the table reflect the current charter terms, giving effect to our agreement with Zim under the 2014 restructuring plan. Based on this agreement, we have been granted charter extensions and have been issued equity securities representing 1.2% of Zim's equity and approximately $8.2 million in interest bearing notes maturing in 2023. In July the Company exercised its option to extend the charters of Zim New York and Zim Shanghai for one year pursuant to its option to extend the charter of two of the three vessels chartered to Zim for successive one year periods at market rate plus $1,100 per day per vessel while the notes remain outstanding. The rate for the first year has been determined at $14,534 per day.
(7) As from December 1, 2012 until redelivery, the charter rate is to be a minimum of $13,500 per day plus 50% of the difference between the market rate and the charter rate of $13,500. The market rate is to be determined annually based on the Hamburg ConTex type 3500 TEU index published on October 1 of each year until redelivery.
(8) This charter rate changes on August 27, 2016 to $6,800 per day until the earliest redelivery date.
(9) This charter rate changes on August 2, 2016 to $6,800 per day until the earliest redelivery date.
 
(10) This charter rate changes on July 1, 2016 to $6,800 per day until the earliest redelivery date.
(11) This charter rate changes on April 26, 2016 to $7,250 per day until the earliest redelivery date.
(12) This charter rate changes on June 1, 2016 to $6,200 per day until the earliest redelivery date.
(13) The charter rate will be $8,000 per day provided that the vessel trades within the Red Sea once every 20 days, while it will change to $7,400 for non-Red Sea trading. As of April 20, 2016, the vessel was earning $8,000 per day.
 
(i) Assumes exercise of owner's unilateral options to extend the charter of these vessels for two one year periods at the same charter rate. The charterer also has corresponding options to unilaterally extend the charter for the same periods at the same charter rate.
(ii) The charterer has a unilateral option to extend the charter of the vessel for a period of 12 months.
(iii) The charterer has a unilateral option to extend the charter of the vessel for two periods of 30 months each +/-90 days on the final period performed, at a rate of $41,700 per day.
(iv) We have entered into a five year charter agreement with Maersk upon the expiry of the current charter agreement, at a rate of $9,250 daily.
 
(*) Denotes vessels acquired pursuant to the Framework Deed with York. The Company holds an equity interest ranging between 25% and 49% in each of the vessel-owning entities.
(**) Denotes vessels subject to the sale and leaseback transaction with CLC.
(***) Denotes vessels acquired pursuant to the Framework Deed which are subject to sale and leaseback transactions with Chinese financial institutions.
(****) These vessels are currently undergoing repairs.
 
 
9

 
COSTAMARE INC.
Consolidated Statements of Income

   
Three-months ended March 31,
 
(Expressed in thousands of U.S. dollars, except share and per share amounts)
 
2015
   
2016
 
   
(Unaudited)
 
             
REVENUES:
           
Voyage revenue
 
$
120,850
   
$
120,274
 
                 
EXPENSES:
               
Voyage expenses
   
(636
)
   
(572
)
Voyage expenses – related parties
   
(905
)
   
(902
)
Vessels' operating expenses
   
(29,551
)
   
(26,991
)
General and administrative expenses
   
(1,315
)
   
(1,226
)
Management fees – related parties
   
(4,818
)
   
(4,785
)
General and administrative expenses – non-cash component
   
(2,634
)
   
(1,344
)
Amortization of dry-docking and special survey costs
   
(1,825
)
   
(1,934
)
Depreciation
   
(25,066
)
   
(25,281
)
Amortization of prepaid lease rentals
   
(1,228
)
   
(1,238
)
Foreign exchange gains/ (losses)
   
290
     
(124
)
Operating income
 
$
53,162
   
$
55,877
 
                 
OTHER INCOME (EXPENSES):
               
Interest income
 
$
438
   
$
361
 
Interest and finance costs
   
(27,943
)
   
(18,906
)
Equity loss on investments
   
(195
)
   
(207
)
Other
   
278
     
498
 
Gain / (Loss) on derivative instruments
   
544
     
(2,627
)
Total other income (expenses)
 
$
(26,878
)
 
$
(20,881
)
Net Income
 
$
26,284
   
$
34,996
 
Earnings allocated to Preferred Stock
   
(3,010
)
   
(5,207
)
Net Income available to common stockholders
 
$
23,274
   
$
29,789
 
                 
Earnings per common share, basic and diluted
 
$
0.31
   
$
0.40
 
Weighted average number of shares, basic and diluted
   
74,801,662
     
75,400,044
 
 
10


COSTAMARE INC.
Consolidated Balance Sheets
 
 
 
As of December 31,
   
As of March 31,
 
(Expressed in thousands of U.S. dollars)
 
2015
   
2016
 
   
(Unaudited)
 
ASSETS
           
CURRENT ASSETS:
           
Cash and cash equivalents                                                                           
 
$
100,105
   
$
81,199
 
Restricted cash
   
14,007
     
6,001
 
Accounts receivable
   
1,111
     
901
 
Inventories
   
10,578
     
10,820
 
Due from related parties
   
6,012
     
2,370
 
Fair value of derivatives
   
352
     
800
 
Insurance claims receivable
   
3,906
     
4,274
 
Prepaid lease rentals
   
4,982
     
4,971
 
Accrued charter revenue
   
457
     
456
 
Prepayments and other
   
3,546
     
3,985
 
Total current assets
 
$
145,056
   
$
115,777
 
FIXED ASSETS, NET:
               
Capital leased assets
 
$
242,966
   
$
241,081
 
Vessels, net
   
2,004,650
     
1,981,844
 
Total fixed assets, net
 
$
2,247,616
   
$
2,222,925
 
NON-CURRENT ASSETS:
               
Investment in affiliates
 
$
117,931
   
$
124,233
 
Prepaid lease rentals, non-current
   
35,829
     
34,602
 
Deferred charges, net
   
22,809
     
23,084
 
Accounts receivable, non-current
   
1,425
     
1,425
 
Restricted cash
   
48,708
     
47,159
 
Accrued charter revenue
   
569
     
493
 
Other non-current assets
   
12,612
     
12,663
 
Total assets
 
$
2,632,555
   
$
2,582,361
 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
CURRENT LIABILITIES:
               
Current portion of long-term debt (*)
 
$
183,828
   
$
183,801
 
Accounts payable
   
4,047
     
4,944
 
Due to related parties
   
371
     
242
 
Capital lease obligations (*)
   
14,307
     
14,540
 
Accrued liabilities
   
15,225
     
13,446
 
Unearned revenue
   
18,356
     
14,292
 
Fair value of derivatives
   
32,462
     
29,565
 
Other current liabilities
   
1,712
     
1,753
 
Total current liabilities
 
$
270,308
   
$
262,583
 
NON-CURRENT LIABILITIES
               
Long-term debt, net of current portion (*)
 
$
1,134,764
   
$
1,086,995
 
Capital lease obligations, net of current portion (*)
   
217,810
     
214,103
 
Fair value of derivatives, net of current portion
   
19,655
     
25,160
 
Unearned revenue, net of current portion
   
26,508
     
25,925
 
Total non-current liabilities
 
$
1,398,737
   
$
1,352,183
 
COMMITMENTS AND CONTINGENCIES
               
STOCKHOLDERS' EQUITY:
               
Preferred stock
 
$
-
   
$
-
 
Common stock
   
8
     
8
 
Additional paid-in capital
   
963,904
     
965,248
 
Retained earnings
   
44,247
     
52,111
 
Accumulated other comprehensive loss
   
(44,649
)
   
(49,772
)
Total stockholders' equity
 
$
963,510
   
$
967,595
 
Total liabilities and stockholders' equity
 
$
2,632,555
   
$
2,582,361
 
(*) Amounts net of deferred financing costs
11

 
Financial Summary
             
 
 
 
 
Three-month period ended
March 31,
 
(Expressed in thousands of U.S. dollars, except share and per share data):
 
2015
   
2016
 
 
       
 
Voyage revenue
 
$
120,850
   
$
120,274
 
Accrued charter revenue (1)
 
$
627
   
$
(452
)
Voyage revenue adjusted on a cash basis (2)
 
$
121,477
   
$
119,822
 
 
               
Adjusted EBITDA (3)
 
$
86,035
   
$
85,274
 
 
               
Adjusted Net Income available to common stockholders (3)
 
$
28,629
   
$
34,307
 
Weighted Average number of shares  
   
74,801,662
     
75,400,044
 
Adjusted Earnings per share (3)
 
$
0.38
   
$
0.45
 
 
               
EBITDA (3)
 
$
81,908
   
$
81,994
 
Net Income
 
$
26,284
   
$
34,996
 
Net Income available to common stockholders
 
$
23,274
   
$
29,789
 
Weighted Average number of shares
   
74,801,662
     
75,400,044
 
Earnings per share
 
$
0.31
   
$
0.40
 
 
(1) Accrued charter revenue represents the difference between cash received during the period and revenue recognized on a straight-line basis.  In the early years of a charter with escalating charter rates, voyage revenue will exceed cash received during the period and during the last years of such charter cash received will exceed revenue recognized on a straight line basis.
(2) Voyage revenue adjusted on a cash basis represents Voyage revenue after adjusting for non-cash "Accrued charter revenue" recorded under charters with escalating charter rates. However, Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. generally accepted accounting principles ("GAAP"). We believe that the presentation of Voyage revenue adjusted on a cash basis is useful to investors because it presents the charter revenue for the relevant period based on the then current daily charter rates.  The increases or decreases in daily charter rates under our charter party agreements are described in the notes to the "Fleet List" below.  
(3) Adjusted net income available to common stockholders, adjusted earnings per share, EBITDA and adjusted EBITDA are non-GAAP measures. Refer to the reconciliation of net income to adjusted net income and net income available to common stockholders to EBITDA and adjusted EBITDA below.

Non-GAAP Measures

The Company reports its financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures used in managing the business may provide users of these financial measures additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain items that impact the overall comparability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company's performance. The tables below set out supplemental financial data and corresponding reconciliations to GAAP financial measures for the three-month periods ended March 31, 2016 and 2015. 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, (iii) Adjusted Earnings per share, (iv) EBITDA and (v) Adjusted EBITDA.
 
12

 
Reconciliation of Net Income to Adjusted Net Income available to common stockholders and Adjusted Earnings per Share
             
 
 
Three-month period ended March 31,
 
(Expressed in thousands of U.S. dollars, except share and per share data)
 
2015
   
2016
 
 
           
Net Income
 
$
26,284
   
$
34,996
 
Earnings allocated to Preferred Stock
   
(3,010
)
   
(5,207
)
Net Income available to common stockholders
   
23,274
     
29,789
 
Accrued charter revenue
   
627
     
(452
)
Unrealized loss from swap option agreement held by a jointly owned company with York included in equity loss on investments
   
380
     
-
 
General and administrative expenses – non-cash component
   
2,634
     
1,344
 
Amortization of prepaid lease rentals
   
1,228
     
1,238
 
Realized Loss / (Gain) on Euro/USD forward contracts (1)
   
1,030
     
(239
)
Loss / (Gain) on derivative instruments (1)
   
(544
)
   
2,627
 
 
               
Adjusted Net income available to common stockholders
 
$
28,629
   
$
34,307
 
Adjusted Earnings per Share
 
$
0.38
   
$
0.45
 
Weighted average number of shares
   
74,801,662
     
75,400,044
 
 
Adjusted Net Income available to common stockholders and Adjusted Earnings per Share represent net income after earnings allocated to preferred stock, but before non-cash "Accrued charter revenue" recorded under charters with escalating charter rates, realized loss / (gain) on Euro/USD forward contracts, unrealized loss from a swap option agreement held by a jointly owned company with York, which is included in equity loss on investments, General and administrative expenses – non-cash component, amortization of prepaid lease rentals and non-cash changes in fair value of derivatives.   "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 are reflected as deductions to adjusted net income. Charges negatively impacting net income are reflected as increases to adjusted net income.
 
13

 
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
             
 
 
Three-month period ended
March 31,
 
(Expressed in thousands of U.S. dollars)
 
2015
   
2016
 
 
           
 
       
 
Net Income
 
$
26,284
   
$
34,996
 
Interest and finance costs
   
27,943
     
18,906
 
Interest income
   
(438
)
   
(361
)
Depreciation
   
25,066
     
25,281
 
Amortization of prepaid lease rentals
   
1,228
     
1,238
 
Amortization of dry-docking and special survey costs
   
1,825
     
1,934
 
EBITDA
   
81,908
     
81,994
 
Accrued charter revenue
   
627
     
(452
)
Unrealized loss from swap option agreement held by a jointly owned company with York included in equity loss on investments
   
380
     
-
 
General and administrative expenses – non-cash component
   
2,634
     
1,344
 
Realized Loss / (Gain) on Euro/USD forward contracts (1)
   
1,030
     
(239
)
Loss / (Gain) on derivative instruments (1)
   
(544
)
   
2,627
 
Adjusted EBITDA
 
$
86,035
   
$
85,274
 

EBITDA represents net income before interest and finance costs, interest income, amortization of prepaid lease rentals, depreciation and amortization of deferred dry-docking and special survey costs. Adjusted EBITDA represents net income before interest and finance costs, interest income, amortization of prepaid lease rentals, depreciation, amortization of deferred dry-docking and special survey costs, non-cash "Accrued charter revenue" recorded under charters with escalating charter rates, realized loss / (gain) on Euro/USD forward contracts, unrealized loss from swap option agreement held by a jointly owned company with York, which is included in equity loss on investments, General and administrative expenses – non-cash component and non-cash changes in fair value of derivatives. "Accrued charter revenue" is attributed to the time difference between the revenue recognition and the cash collection. However, EBITDA and Adjusted EBITDA are not recognized measurements under U.S. GAAP. We believe that the presentation of EBITDA and Adjusted EBITDA 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 EBITDA and Adjusted EBITDA are useful in evaluating our ability to service additional debt and make capital expenditures. In addition, we believe that EBITDA and Adjusted EBITDA are useful in evaluating our operating performance and liquidity position compared to that of other companies in our industry because the calculation of EBITDA and Adjusted EBITDA generally eliminates the effects of financings, income taxes and the accounting effects of capital expenditures and acquisitions, items which may vary for different companies for reasons unrelated to overall operating performance and liquidity. In evaluating EBITDA and Adjusted EBITDA, 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 EBITDA and Adjusted EBITDA 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 are reflected as deductions to adjusted EBITDA. Charges negatively impacting net income are reflected as increases to adjusted EBITDA.

 

14