EX-99.1 2 exh_991.htm EXHIBIT 99.1

Exhibit 99.1

 

COSTAMARE INC.

Condensed Consolidated Balance Sheets

As of December 31, 2017 and March 31, 2018

(Expressed in thousands of U.S. dollars)

 

   December 31, 2017  March 31, 2018
ASSETS  (Audited)  (Unaudited)
CURRENT ASSETS:          
Cash and cash equivalents  $178,986   $215,323 
Restricted cash   7,238    5,532 
Accounts receivable   1,324    519 
Inventories (Notes 2 and 5)   9,662    10,476 
Due from related parties (Notes 3 and 9)   5,273    3,425 
Fair value of derivatives (Notes 18 and 19)   112    1,735 
Insurance claims receivable   2,091    2,513 
Prepaid lease rentals (Note 11)   8,752    8,752 
Accrued charter revenue (Note 12)   185    84 
Prepayments and other   5,697    4,820 
Vessel held for sale (Note 6)   7,315    7,315 
Total current assets   226,635    260,494 
FIXED ASSETS, NET:          
Capital leased assets (Note 11)   415,665    412,271 
Vessels, net (Note 6)   1,579,509    1,564,339 
Total fixed assets, net   1,995,174    1,976,610 
NON-CURRENT ASSETS:          
Equity method investments (Notes 2 and 9)   161,897    166,951 
Prepaid lease rentals, non-current (Note 11)   42,918    40,761 
Accounts receivable, non-current (Note 3)   1,800    1,800 
Deferred charges, net (Note 7)   15,429    19,666 
Restricted cash   32,661    31,344 
Fair value of derivatives, non-current (Notes 18 and 19)   4,358    6,700 
Other non-current assets (Note 4)   9,426    9,549 
Total assets  $2,490,298   $2,513,875 
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES:          
Current portion of long-term debt, net of deferred financing costs (Note 10)  $206,318   $148,430 
Accounts payable   6,314    7,535 
Due to related parties (Note 3)   203    175 
Capital lease obligations, net  (Note 11)   32,874    33,218 
Accrued liabilities   10,755    14,050 
Unearned revenue (Note 12)   15,310    13,596 
Fair value of derivatives (Notes 18 and 19)   3,307    - 
Other current liabilities   1,627    1,460 
Total current liabilities   276,708    218,464 
NON-CURRENT LIABILITIES:          
Long-term debt, net of current portion  and deferred financing costs (Note 10)   644,662    608,452 
Capital lease obligations, net of current portion (Note 11)   339,332    330,925 
Unearned revenue, net of current portion (Note 12)   11,057    9,420 
Total non-current liabilities   995,051    948,797 
COMMITMENTS AND CONTINGENCIES (Note 13)   -    - 
STOCKHOLDERS’ EQUITY:          
Preferred stock (Note 14)   -    - 
Common stock (Note 14)   11    11 
Additional paid-in capital (Note 14)   1,175,774    1,294,170 
Retained earnings   43,723    46,803 
Accumulated other comprehensive income/(loss) (Notes 18 and 20)   (969)   5,630 
Total stockholders’ equity   1,218,539    1,346,614 
Total liabilities and stockholders’ equity  $2,490,298   $2,513,875 

 

The accompanying notes are an integral part of these interim unaudited consolidated financial statements.

 

 1 

 

COSTAMARE INC.

Unaudited Condensed Consolidated Statements of Income

For the three-month period ended March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data)

 

  

For the three-month period ended

March 31,

   2017  2018
REVENUES:      
Voyage revenue  $105,524   $92,754 
EXPENSES:          
Voyage expenses   (695)   (1,094)
Voyage expenses-related parties (Note 3)   (791)   (805)
Vessels’ operating expenses   (25,335)   (26,068)
General and administrative expenses   (557)   (919)
General and administrative expenses – related parties (Note 3)   (1,609)   (1,559)
Management fees-related parties (Note 3)   (4,732)   (4,646)
Amortization of dry-docking and special survey costs (Note 7)   (1,899)   (1,534)
Depreciation (Notes 6, 11 and 20)   (24,075)   (22,745)
Amortization of prepaid lease rentals, net (Notes 11 and 12)   (2,158)   (2,009)
Loss on sale / disposal of vessels, net (Note 6)   (3,638)   - 
Foreign exchange gains, net   43    96 
Operating income   40,078    31,471 
OTHER INCOME / (EXPENSES):          
Interest income   571    1,000 
Interest and finance costs (Note 16)   (17,901)   (14,588)
Swaps breakage cost (Note 18)   -    (1,234)
Equity gain / (loss) on investments (Note 9)   205    2,310 
Other, net   238    135 
Gain / (Loss) on derivative instruments, net (Note 18)   (176)   73 
Total other expenses   (17,063)   (12,304)
Net Income  $23,015   $19,167 
Earnings allocated to Preferred Stock (Note 15)   (5,149)   (6,878)
Net income available to Common Stockholders   17,866    12,289 
Earnings per common share, basic and diluted (Note 15)  $0.20   $0.11 
Weighted average number of shares, basic and diluted   91,036,935    108,802,614 

 

The accompanying notes are an integral part of these interim unaudited consolidated financial statements.

 

 2 

 

COSTAMARE INC.

Unaudited Condensed Consolidated Statements of Comprehensive Income

For the three-month period ended March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars)

 

  

For the three-month period ended

March 31,

   2017  2018
Net income for the period  $23,015   $19,167 
Other comprehensive income:          
Unrealized gain on cash flow hedges, net (Notes 18 and 20)   4,005    6,583 
Amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to Depreciation (Note 20)   15    16 
Other comprehensive income for the period  $4,020   $6,599 
Total comprehensive income for the period  $27,035   $25,766 

 

The accompanying notes are an integral part of these interim unaudited consolidated financial statements.

 

 3 

 

COSTAMARE INC.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

For the three-month period ended March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data)

 

    Preferred Stock (Series E)    Preferred Stock (Series D)    Preferred Stock (Series C)    Preferred Stock (Series B)    Common Stock                     
    # of shares    Par value    # of shares    Par value    # of shares    Par value    # of shares    Par value    # of shares    Par value    Additional Paid-in Capital    Accumulated Other Comprehensive Income/(Loss)    Retained Earnings    Total 
BALANCE, January 1, 2017   -   $-    4,000,000   $-    4,000,000   $-    2,000,000   $-    90,424,881   $9   $1,057,423   $(14,424)  $31,416   $1,074,424 
- Net income   -    -    -    -    -    -         -    -    -    -    -    23,015    23,015 
- Issuance of common stock (Notes 3 and 14)   -    -    -    -    -    -         -    1,164,150    -    6,408    -    -    6,408 
- Dividends - Common stock   -    -    -    -    -    -         -    -    -    -    -    (9,043)   (9,043)
- Dividends - Preferred stock   -    -    -    -    -    -         -    -    -    -    -    (5,266)   (5,266)
- Other comprehensive income   -    -    -    -    -    -         -    -    -    -    4,020    -    4,020 
BALANCE, March 31, 2017   -   $-    4,000,000   $-    4,000,000   $-    2,000,000   $-    91,589,031   $9   $1,063,831   $(10,404)  $40,122   $1,093,558 
                                                                       
BALANCE, January 1, 2018   -   $-    4,000,000   $-    4,000,000   $-    2,000,000   $-    108,205,985   $11   $1,175,774   $(969)  $43,723   $1,218,539 
- Net income   -    -    -    -    -    -    -    -    -    -    -    -    19,167    19,167 
- Preferred stock Series E issuance   4,600,000    -    -    -    -    -    -    -    -    -    111,614    -    -    111,614 
- Preferred stock Series E expenses   -    -    -    -    -    -    -    -    -    -    (390)   -    -    (390)
- Issuance of common stock (Notes 3 and 14)   -    -    -    -    -    -    -    -    1,138,441    -    7,172    -    -    7,172 
- Dividends - Common stock   -    -    -    -    -    -    -    -    -    -    -    -    (10,821)   (10,821)
- Dividends - Preferred stock   -    -    -    -    -    -    -    -    -    -    -    -    (5,266)   (5,266)
- Other comprehensive income   -    -    -    -    -    -    -    -    -    -    -    6,599    -    6,599 
BALANCE, March 31, 2018   4,600,000   $-    4,000,000   $-    4,000,000   $-    2,000,000   $-    109,344,426   $11   $1,294,170   $5,630   $46,803   $1,346,614 

 

The accompanying notes are an integral part of these interim unaudited consolidated financial statements.

 

 4 

 

COSTAMARE INC.

Unaudited Condensed Consolidated Statements of Cash Flows

For the three-month period ended March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars)

 

   For the three-month period ended
March 31,
   2017  2018
Cash Flows From Operating Activities:          
Net income:  $23,015   $19,167 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation   24,075    22,745 
Amortization of debt discount   (173)   (189)
Amortization of prepaid lease rentals, net   2,158    2,009 
Amortization and write-off of financing costs   560    581 
Amortization of deferred dry-docking and special survey costs   1,899    1,534 
Equity based payments   984    934 
Gain on derivative instruments, net   (1,113)   (281)
Loss on sale / disposal of vessels, net   3,638    - 
Equity gain on investments   (205)   (2,310)
Changes in operating assets and liabilities:          
Accounts receivable   30    805 
Due from related parties   104    1,848 
Inventories   1,317    (814)
Insurance claims receivable   386    (422)
Prepayments and other   (48)   877 
Accounts payable   692    1,221 
Due to related parties   26    (28)
Accrued liabilities   (1,716)   2,953 
Unearned revenue   607    (538)
Other current liabilities   (271)   (167)
Dry-dockings   (342)   (5,771)
Accrued charter revenue   (2,791)   (2,564)
Net Cash provided by Operating Activities   52,832    41,590 
Cash Flows From Investing Activities:          
Equity method investments   (5,698)   (2,744)
Dividend from equity method investees   270    - 
Vessel acquisitions / Additions to vessel cost   (129)   (4,165)
Proceeds from the sale of vessels, net   9,942    - 
Net Cash provided by/ (used in) Investing Activities   4,385    (6,909)
Cash Flows From Financing Activities:          
Offering proceeds, net of related expenses   -    111,224 
Proceeds from long-term debt and capital leases   -    233,000 
Repayment of long-term debt and capital leases   (74,920)   (333,789)
Payment of financing costs   -    (1,953)
Dividends paid   (8,885)   (9,849)
Net Cash used in Financing Activities   (83,805)   (1,367)
Net increase / (decrease) in cash, cash equivalents and restricted cash   (26,588)   33,314 
Cash, cash equivalents and restricted cash at beginning of the period   210,563    218,885 
Cash, cash equivalents and restricted cash at end of the period  $183,975   $252,199 
Supplemental Cash Flow Information:          
Cash paid during the period for interest  $13,707   $13,843 
Non-Cash Financing Activities:          
Dividend reinvested in common stock of the Company  $5,424   $6,238 

 

The accompanying notes are an integral part of these interim unaudited consolidated financial statements.

 

 5 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

1. Basis of Presentation and General Information:

 

The accompanying consolidated financial statements include the accounts of Costamare Inc. (“Costamare”) and its wholly-owned subsidiaries (collectively, the “Company”). Costamare is organized under the laws of the Republic of the Marshall Islands.

 

On November 4, 2010, Costamare completed its initial public offering (“Initial Public Offering”) in the United States under the United States Securities Act of 1933, as amended (the “Securities Act”). On March 27, 2012, October 19, 2012, December 5, 2016 and May 31, 2017, the Company completed four follow-on public offerings in the United States under the Securities Act and issued 7,500,000 common shares, 7,000,000 common shares, 12,000,000 common shares and 13,500,000 common shares, respectively, par value $0.0001, at a public offering price of $14.10 per share, $14.00 per share, $6.00 per share and $7.10 per share, respectively. During 2015, the Company issued 448,800 shares to Costamare Shipping Company S.A. and 149,600 to Costamare Shipping Services Ltd. (Note 3). During 2016, the Company issued 598,400 shares, in aggregate, to Costamare Shipping Services Ltd. (Note 3). Additionally, during the year ended December 31, 2017, the Company issued 598,400 shares to Costamare Shipping Services Ltd. and another 149,600 shares during the three-month period ended March 31, 2018. On July 6, 2016, the Company implemented a dividend reinvestment plan (the “Plan”) (Note 14). Under the Plan, the Company has issued to its common stockholders 7,099,626 shares, in aggregate. As at March 31, 2018, the aggregate issued share capital was 109,344,426 common shares. At March 31, 2018, members of the Konstantakopoulos Family owned, directly or indirectly, approximately 55.1% of the outstanding common shares, in the aggregate. Furthermore, (i) on August 7, 2013, the Company completed a public offering of 2,000,000 shares of its 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (the “Series B Preferred Stock”), par value $0.0001, at a public offering price of $25.00 per share, (ii) on January 21, 2014, the Company completed a public offering of 4,000,000 shares of its 8.50% Series C Cumulative Redeemable Perpetual Preferred Stock (the “Series C Preferred Stock”), par value $0.0001, at a public offering price of $25.00 per share, (iii) on May 13, 2015, the Company completed a public offering of 4,000,000 shares of its 8.75% Series D Cumulative Redeemable Perpetual Preferred Stock (the “Series D Preferred Stock”), par value $0.0001, at a public offering price of $25.00 per share and (iv) on January 30, 2018, the Company completed a public offering of 4,600,000 shares of its 8.875% Series E Cumulative Redeemable Perpetual Preferred Stock (the “Series E Preferred Stock”), par value $0.0001, at a public offering price of $25.00 per share.

 

As of December 31, 2017 and March 31, 2018, the Company owned and/or operated a fleet of 53 container vessels, with a total carrying capacity of approximately 316,307 twenty-foot equivalent units (“TEU”), through wholly-owned subsidiaries incorporated in the Republic of Liberia. The Company provides worldwide marine transportation services by chartering its container vessels to some of the world’s leading liner operators under long-, medium- and short-term time charters.

 

At March 31, 2018, Costamare had 70 wholly-owned subsidiaries, all incorporated in the Republic of Liberia, except five incorporated in the Republic of the Marshall Islands.

 

Revenues for the three-month periods ended March 31, 2017 and 2018, derived from significant charterers individually accounting for 10% or more of revenues (in percentages of total revenues) were as follows:

 

   2017  2018
A   30%   30%
B   29%   26%
C   16%   12%
D   20%   22%
Total   95%   90%

 

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and applicable rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for annual financial statements. These statements and the accompanying notes should be read in conjunction with the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2017, filed with the SEC on February 27, 2018.

 

 6 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

These unaudited interim consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. Operating results for the three-month period ended March 31, 2018, are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2018.

 

2. Significant Accounting Policies and Recent Accounting Pronouncements:

 

A discussion of the Company’s significant accounting policies can be found in the Company’s Consolidated Financial Statements included in the Annual Report on Form 20-F for the year ended December 31, 2017. There have been no material changes to these policies in the three-month period ended March 31, 2018, except for as discussed below:

 

Adoption of new accounting standards:

 

Revenue from Contracts with Customers (Topic 606): On January 1, 2018, the Company adopted ASU No. 2014-09, "Revenue from Contracts with Customers" and the related amendments ("ASC 606" or "the new revenue standard") using the modified retrospective method. Under the new guidance, there is a five-step model to apply to revenue recognition. The five-steps consist of: (1) determination of whether a contract, an agreement between two or more parties that creates legally enforceable rights and obligations, exists; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when (or as) the performance obligation is satisfied. As a result of the adoption, there was no cumulative impact to the Company’s retained earnings at January 1, 2018, since the Company has chartered its vessels under time charter agreements, and in this respect revenue is accounted under the leases standard. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

 

In February 2018, the FASB issued ASU No. 2018-03, Technical Corrections and improvements to Financial Instruments-Overall (Subtopic 825-10), which relates to technical corrections and improvements related to Update 2016-01 to increase stakeholders’ awareness of the amendments and to expedite the improvements. The amendments in this Update include items brought to the Board’s attention by stakeholders and clarify certain aspects of the guidance issued in Update 2016-01. The amendment clarifies, among others, that an entity measuring an equity security using the measurement alternative in paragraph 321-10-35-2, may change its measurement approach to a fair value method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issuer. Once an entity makes this election, the entity should measure all future purchases of identical or similar investments of the same issuer using a fair value method in accordance with Topic 820. In addition the amendment clarifies that when an observable transaction occurs for a similar security, the adjustments made under the measurement alternative are intended to reflect the fair value of the security as of the date that the observable transaction for a similar security took place. The adoption of this new accounting guidance did not have a material effect on the Company’s consolidated financial statements.

 

In January 2016, the FASB issued ASU No. 2016-01—Financial Instruments—Overall (Subtopic 825-10), which includes the requirement for all equity investments (other than those accounted for under the equity method of accounting, those that result in consolidation of the investee or those without readily determinable fair value for which qualitative assessment does not indicate impairment) to be measured at fair value with changes in the fair value recognized through net income. The Update simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. This Update is effective for all entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is not permitted. The adoption of this new accounting guidance did not have a material effect on the Company’s consolidated financial statements.

 

 7 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

In August 2016, the FASB issued ASU No. 2016-15—Statement of Cash Flows (Topic 230)—Classification of Certain Cash Receipts and Cash Payments which addresses the following eight specific cash flow issues with the objective of reducing the existing diversity in practice: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of any corporate-owned life insurance policy (“COLI”) (including any bank-owned life insurance policy (“BOLI”)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period, however early adoption is permitted. The adoption of this new accounting guidance did not have a material effect on the Company’s consolidated financial statements.

 

In November 2016, the FASB issued ASU No. 2016-18—Statement of Cash Flows (Topic 230)—Restricted Cash, which addresses the requirement that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period; however early adoption is permitted. Starting January 1, 2018, the Company presents cash, cash equivalents and restricted cash in the statement of cash flows as required by Topic 230, ASU 2016-18. In order to conform with the current period presentation, the Company presented comparatives as required by the new ASU. A reconciliation of the cash, cash equivalents and restricted cash is presented in the table below:

 

  

For the three-month period ended

March 31,

   2017  2018
Reconciliation of cash, cash equivalents and restricted cash      
Cash and cash equivalents   140,558    215,323 
Restricted cash – current portion   6,609    5,532 
Restricted cash – non-current portion   36,808    31,344 
Total cash, cash equivalents and restricted cash  $183,975   $252,199 

 

In January 2017, the FASB issued ASU 2017-01 - Business Combinations (Topic 805) to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisition (or disposals) of assets or businesses. Under current implementation guidance, the existence of an integrated set of acquired activities (inputs and processes that generate outputs) constitutes an acquisition of business. This ASU provides a screen to determine when a set of assets and activities does not constitute a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This Update is effective for public entities with reporting periods beginning after December 15, 2017, including interim periods within those years. The amendments of this ASU should be applied prospectively on or after the effective date. Early adoption is permitted, including adoption in an interim period (i) for transactions for which the acquisition date occurs before the issuance date or effective date of the ASU, only when the transaction has not been reported in financial statements that have been issued or made available for issuance and (ii) for transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. The adoption of this new accounting guidance did not have a material effect on the Company’s consolidated financial statements.

 

 8 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

New Accounting Pronouncements - Not Yet Adopted

 

In February 2016, the FASB issued ASU No. 2016-02—Leases (ASC 842), which requires lessees to recognize most leases on the balance sheet. This is expected to increase both reported assets and liabilities. The new lease standard does not substantially change lessor accounting. For public companies, the standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2018, although early adoption is permitted. Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. In a recent Update, targeted improvements were proposed to the accounting standards that provide for (a) an optional new transition method for adoption that results in initial recognition of a cumulative effect adjustment to retained earnings in the year of adoption and (b) a practical expedient for lessors, under certain circumstances, to combine the lease and non-lease components of revenues for presentation purposes.  If the targeted improvements are approved, we intend to apply the alternative transition method and intend to elect the practical expedient for lessors for presentation purposes.  The Company is analyzing the impact of the adoption of this guidance on the Company’s consolidated financial statements, including assessing changes that might be necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting.

 

In June 2016, the FASB issued ASU No. 2016-13—Financial Instruments—Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For public entities, the amendments of this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted. Management is in the process of assessing the impact of the amendment of this Update on the Company’s consolidated financial position and performance.

 

In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): Part I. Accounting for Certain Financial Instruments with Down Round Features; Part II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception, (ASU 2017-11). Part I of this Update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this Update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this Update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and related disclosures.

 

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12), which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and related disclosures.

 

3. Transactions with Related Parties:

 

(a) Costamare Shipping Company S.A. (“Costamare Shipping”) and Costamare Shipping Services Ltd. (“Costamare Services”): Costamare Shipping is a ship management company wholly-owned by Mr. Konstantinos Konstantakopoulos, the Company’s Chairman and Chief Executive Officer. Costamare Shipping provides the Company with general administrative services and certain commercial services. Costamare Shipping is not part of the consolidated group of the Company.

 

 9 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

Costamare Shipping, itself or through Shanghai Costamare Ship Management Co., Ltd. (“Shanghai Costamare”), or through or together with third party sub-managers, provides technical, crewing, commercial, provisioning, bunkering, sale and purchase, chartering, accounting, insurance and administrative services in respect of the Company’s containerships in exchange for a daily fee for each containership.

 

On November 2, 2015, the Company entered into a Framework Agreement with Costamare Shipping (the “Framework Agreement”) and its vessel-owning subsidiaries entered into a Services Agreement with Costamare Services (the “Services Agreement”), a company controlled by the Company’s Chairman and Chief Executive Officer and members of his family. Costamare Services is not part of the consolidated group of the Company.

 

On November 27, 2015, the Company amended and restated the Registration Rights Agreement entered into in connection with the Company’s Initial Public Offering, to extend registration rights to Costamare Shipping and Costamare Services each of which have received or may receive shares of its common stock as fee compensation.

 

Pursuant to the Framework Agreement and the Services Agreement, Costamare Shipping and Costamare Services received (i) for each containership which is not subject to a bareboat charter a daily fee of $0.956 since January 1, 2015, and for any containership subject to a bareboat charter a daily fee of $0.478 since January 1, 2015, in each case prorated for the calendar days the Company owned each containership and for the three-month period following the date of the sale of a vessel, (ii) a flat fee of $787.4 for the supervision of the construction of any newbuild vessel contracted by the Company, (iii) a fee of 0.75% on all gross freight, demurrage, charter hire, ballast bonus or other income earned with respect to each containership in the Company’s fleet and (iv) an annual fee of $2,500 and 598,400 shares as noted above. Fees under (i) and (ii) may be annually adjusted upwards to reflect any strengthening of the Euro against the U.S. dollar and/or material unforeseen cost increases.

 

After the initial term of the Framework Agreement and the Services Agreement, which expired on December 31, 2015, the Company is able to terminate both agreements, subject to a termination fee, by providing written notice to Costamare Shipping or Costamare Services, as applicable, at least 12 months before the end of the subsequent one-year term. The termination fee is equal to (a) the number of full years remaining prior to December 31, 2025, times (b) the aggregate fees due and payable to Costamare Shipping or Costamare Services, as applicable, during the 12-month period ending on the date of termination (without taking into account any reduction in fees under the Framework Agreement to reflect that certain obligations have been delegated to a sub-manager or a sub-provider, as applicable); provided that the termination fee will always be at least two times the aggregate fees over the 12-month period described above.

 

On January 7, 2013, Costamare Shipping entered into a co-operation agreement (the “Co-operation Agreement”) with third-party ship managers V.Ships Greece Ltd. (“V.Ships Greece”), pursuant to which the two companies established a ship management cell (the “Cell”) under V.Ships Greece. Since April 2013, the Cell provides technical, crewing, provisioning, bunkering, sale and purchase and accounting services, as well as certain commercial and insurance services to certain of the Company’s container vessels, pursuant to separate management agreements entered into between V.Ships Greece and the ship-owning company of the respective container vessel, for a daily management fee.

 

The Cell also offers ship management services to third-party owners. Costamare Shipping passes to the Company the net profit, if any, it receives pursuant to the Co-operation Agreement as a refund or reduction of the management fees payable by the Company to Costamare Shipping (i) prior to November 2, 2015, under the Group Management Agreement, and (ii) since November 2, 2015, under the Framework Agreement. As at March 31, 2018, the Cell provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services, as well as certain commercial management services to 21 of Costamare’s vessels.

 

 10 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

Management fees charged by Costamare Shipping in the three-month periods ended March 31, 2017 and 2018, amounted to $4,732 and $4,646, respectively and are separately reflected as Management fees-related parties in the accompanying consolidated statements of income. In addition, Costamare Shipping and Costamare Services as from November 2, 2015, charged (i) $695 for the three-month period ended March 31, 2018 ($791 for the three-month period ended March 31, 2017), representing a fee of 0.75% on all gross revenues, as provided in the Group Management Agreement and from November 2, 2015, the Framework Agreement and the Services Agreement, as applicable, which is included in Voyage expenses-related parties in the accompanying consolidated statement of income, (ii) $625, which is included in General and administrative expenses – related parties in the accompanying consolidated statement of income for the three-month period ended March 31, 2018 ($625 for the three-month period ended March 31, 2017) and (iii) $934 representing the fair value of 149,600 shares, which is included in General and administrative expenses - related parties in the accompanying consolidated statement of income for the three-month period ended March 31, 2018 ($984 for the three-month period ended March 31, 2017). Furthermore, in accordance with the management agreement with V.Ships Greece, V.Ships Greece has been provided with the amount of $1,575 ($75 per vessel) as working capital security, which is included in Accounts receivable, non-current, in the accompanying 2018 and 2017 consolidated balance sheets, respectively.

 

During the three-month periods ended March 31, 2017 and 2018, Costamare Shipping charged in aggregate to the companies established pursuant to the Framework Deed (Notes 8 and 9) the amounts of $1,045 and $1,752, respectively for services provided in accordance with the respective management agreements.

 

The balance due from Costamare Shipping at December 31, 2017 and March 31, 2018, amounted to $5,273 and $3,425, respectively, and is included in Due from related parties in the accompanying consolidated balance sheets. The balance due to Costamare Services at December 31, 2017 and March 31, 2018, amounted to $203 and $175, respectively, and is reflected as Due to related parties in the accompanying consolidated balance sheets.

 

(b) Shanghai Costamare Ship Management Co., Ltd.: Shanghai Costamare is owned (indirectly) 70% by the Company’s Chairman and Chief Executive Officer and 30% (indirectly) by Shanghai Costamare’s General Manager. Shanghai Costamare is a company incorporated in the People’s Republic of China. Shanghai Costamare is not part of the consolidated group of the Company. The technical, crewing, provisioning, bunkering, sale and purchase and accounting services, as well as certain commercial services of certain of the Company’s vessels, have been subcontracted from Costamare Shipping to Shanghai Costamare. As of March 31, 2018, Shanghai Costamare provided such services to 14 (14 as of December 31, 2017) of the Company’s containerships. There was no balance due from/to Shanghai Costamare at both December 31, 2017 and March 31, 2018.

 

(c) Blue Net Chartering GmbH & Co. KG (“Blue Net”): On January 1, 2018, Costamare Shipping appointed, on behalf of the vessels it manages, Blue Net, a company 50% owned (indirectly) by the Company’s Chairman and Chief Executive Officer, to provide charter brokerage services to all vessels under its management (including vessels owned by the Company). Blue Net provides exclusive charter brokerage services to containership owners. Each vessel-owning subsidiary pays a fee of Euro13,074 for the year ending December 31, 2018 in respect of its vessel prorated for the calendar days of ownership (including as disponent owner under bareboat charter agreement) provided that the fee shall be Euro1,644 in respect of vessels which are chartered on January 1, 2018 for the duration of their current charter. During the thee-month period ended March 31, 2018, Costamare Shipping charged the shipowning companies $110, pursuant to its agreement with Blue Net, which is included in Voyage expenses – related parties in the 2018 consolidated statement of income.

 

4. Other Non-Current Assets:

 

As of July 16, 2014, Zim Integrated Services (“Zim”) and its creditors, including vessel and container lenders, ship-owners, shipyards, unsecured lenders and bond holders, entered into definitive documentation to restructure its debt. Based on this agreement, the Company received equity securities representing 1.2% of Zim’s equity and $8,229 aggregate principal amount of unsecured interest-bearing Zim notes maturing in 2023 consisting of $1,452 of 3.0% Series 1 Notes due 2023 amortizing subject to available cash flows in accordance with a corporate mechanism and $6,777 of 5.0% Series 2 Notes due 2023 non-amortizing (of the 5% interest, 3% is payable quarterly in cash and 2% interest is accrued quarterly with deferred cash payment on maturity) in exchange for amounts owed by Zim to the Company under their charter agreements. The Company calculated the fair value of the instruments received by Zim based on the agreement discussed above, available information on Zim and other similar contracts with similar terms, maturities and interest rates, and recorded at fair value of $676 in relation to the Series 1 Notes, $3,567 in relation to the Series 2 Notes and $7,802 in relation to its equity participation in Zim. The difference between the aggregate fair value of the debt and equity securities received from Zim and the then net carrying value of the amounts due from Zim of $2,888 was written-off in 2014.

 

 11 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The Company accounts on a quarterly basis, for the fair value unwinding of the Series 1 and Series 2 Notes, until the book value of the instruments equals their face value on maturity. During the three-month period ended March 31, 2018, the Company recorded $189 in relation to their fair value unwinding ($173 for the three-month period ended March 31, 2017), which is included in “Interest income” in the consolidated statement of income. The Company has classified such debt and equity securities under other non-current assets, since it has no intention to sell the securities in the near term. During the year ended December 31, 2016, the Company received $46 capital redemption of the Series 1 Notes, reducing the principal to $1,406. The Series 1 and Series 2 Zim Notes are carried at amortized cost in the accompanying consolidated balance sheet as at March 31, 2018, which approximates their fair value as of such date. These financial instruments are not measured at fair value on a recurring basis. As of March 31, 2018, the Company has assessed for other than temporary impairment of its investment in Series 1 and Series 2 Notes and has concluded that no impairment should be recorded.

 

The Zim equity securities are carried at cost less impairment No dividends have been received from Zim since July 16, 2014. As of March 31, 2018, the Company has qualitatively assessed for impairment of its investment in equity securities in Zim and has concluded that no impairment should be recorded.

 

5. Inventories:

 

Inventories of $9,662 and $10,476 in the accompanying balance sheets at December 31, 2017 and March 31, 2018, respectively, relate to bunkers, lubricants and spare parts.

 

6. Vessels, net:

 

The amounts in the accompanying consolidated balance sheets are as follows:

 

   Vessel Cost  Accumulated
Depreciation
  Net Book
Value
Balance, January 1, 2018  $2,595,768   $(1,016,259)  $1,579,509 
Depreciation   -    (19,335)   (19,335)
Other vessels’ costs   4,165    -    4,165 
Balance, March 31, 2018  $2,599,933   $(1,035,594)  $1,564,339 

 

During the year ended December 31, 2017, the Company acquired the 2014-built, 4,957 TEU secondhand containerships Leonidio and the Kyparissia, the 2005-built, 7,471 TEU secondhand containership Maersk Kowloon and the 2005-built, 2,556 TEU secondhand containership CMA CGM L’Etoile.

 

On June 19, 2017, the Company entered into two financing agreements with a financial institution for Leonidio and Kyparissia (Note 11).

 

During the three-month period ended March 31, 2017, the Company sold for scrap the container vessel Marina at a price of $4,670, delivered to its scrap buyers the container vessel Romanos (ex. MSC Romanos) and recognized a loss of $3,638 in aggregate, which is separately reflected in Loss on sale / disposal of vessels, net in the accompanying 2017 consolidated statement of income. On December 29, 2017, the Company decided to make arrangements to sell the vessel Itea. At that date and as at March 31, 2018, the Company concluded that all the criteria required by the relevant accounting standard, ASC 360-10-45-9, for the classification of the vessel Itea as “held for sale” were met. As at December 31, 2017 and March 31, 2018, the amount of $7,315, separately reflected in Vessel held for sale in the consolidated balance sheets, represents the fair market value of the vessel based on the vessel’s estimated sale price, net of commissions (Level 2 inputs of the fair value hierarchy). The difference between the estimated fair value less cost to sell the vessel and the vessel’s carrying value (including the unamortized balance of its dry-docking cost), amounting to $2,379, was recorded in the year ended December 31, 2017.

 

Forty-five of the Company’s vessels, with a total carrying value of $1,558,235 as of March 31, 2018, including the vessel held for sale discussed above, have been provided as collateral to secure the long-term debt discussed in Note 10. This excludes the seven vessels under the sale and leaseback transaction described in Note 11 and one unencumbered vessel.

 

 12 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

7. Deferred Charges, net:

 

Deferred charges, net include the unamortized dry-docking and special survey costs. The amounts in the accompanying consolidated balance sheets are as follows:

 

   Dry-docking
and Special
Survey Costs
Balance, January 1, 2018  $15,429 
Additions   5,771 
Amortization   (1,534)
Balance, March 31, 2018  $19,666 

 

During the three-month period ended March 31, 2018, four vessels underwent and completed their special surveys and one was in process of completing its special survey. During the three-month period ended March 31, 2017, one vessel underwent and completed its special survey. The amortization of the dry-docking and special survey costs is separately reflected in the accompanying consolidated statements of income.

 

8. Costamare Ventures Inc.:

 

On May 15, 2013, the Company, along with its wholly-owned subsidiary, Costamare Ventures Inc. (“Costamare Ventures”), entered into a Framework Deed (the “Framework Deed”) with York Capital Management Global Advisors LLC and its affiliate Sparrow Holdings, L.P. (collectively, “York”) to invest jointly in the acquisition and construction of container vessels. Under the Framework Deed, the decisions regarding vessel acquisitions will be made jointly by Costamare Ventures and York and the Company reserves the right to acquire any vessels that York decides not to pursue.

 

The Framework Deed was amended and restated by an Amendment and Restatement Deed dated May 18, 2015 (the “Restated Framework Deed”). Pursuant to the Restated Framework Deed, there is no minimum and maximum amount to be invested by Costamare Ventures or York, both Costamare Ventures and York can invest between 25% and 75% in the equity of the entities formed under the Restated Framework Deed, the commitment period has been extended up to May 18, 2020 and the termination of the Restated Framework Deed will occur on May 18, 2024, or upon the occurrence of certain extraordinary events as described therein.

 

On termination and on the occurrence of certain extraordinary events, Costamare Ventures may elect to divide the vessels owned by all such vessel-owning entities between itself and York to reflect their cumulative participation in all such entities. Costamare Shipping provides ship management and administrative services to the vessels acquired under the Framework Deed, with the right to subcontract to V.Ships Greece and/or Shanghai Costamare.

 

As at March 31, 2018, the Company holds a range of 25% to 49% of the capital stock of eighteen jointly-owned companies formed pursuant to the Restated Framework Deed with York (Note 9). The Company accounts for the entities formed under the Restated Framework Deed as equity investments.

 

 13 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

9. Equity Method Investments:

 

The companies accounted for as equity method investments, all of which are incorporated in the Marshall Islands, are as follows:

 

Entity  Vessel/Hull  Participation % March 31, 2018  Date Established /Acquired
Steadman Maritime Co.  Ensenada  49%  July 1, 2013
Marchant Maritime Co.  Padma  49%  July 8, 2013
Horton Maritime Co.  Petalidi  49%  June 26, 2013
Smales Maritime Co.  Elafonisos  49%  June 6, 2013
Geyer Maritime Co.  Arkadia  49%  May 18, 2015
Goodway Maritime Co.  Monemvasia  49%  September 22, 2015
Kemp Maritime Co.  Cape Akritas  49%  June 6, 2013
Hyde Maritime Co.  Cape Tainaro  49%  June 6, 2013
Skerrett Maritime Co.  Cape Artemisio  49%  December 23, 2013
Ainsley Maritime Co.  Cape Kortia  25%  June 25, 2013
Ambrose Maritime Co.  Cape Sounio  25%  June 25, 2013
Benedict Maritime Co.   Triton  40%  October 16, 2013
Bertrand Maritime Co.  Titan  40%  October 16, 2013
Beardmore Maritime Co.  Talos  40%  December 23, 2013
Schofield Maritime Co.  Taurus  40%  December 23, 2013
Fairbank Maritime Co.  Theseus  40%  December 23, 2013
Platt Maritime Co.  Polar Argentina  49%  May 18, 2015
Sykes Maritime Co.  Polar Brazil  49%  May 18, 2015

 

During the three-month period ended March 31, 2018, Costamare Ventures contributed $417 in aggregate to the equity of Steadman Maritime Co. and Horton Maritime Co. During the year ended December 31, 2017, Costamare Ventures contributed $1,428 in aggregate to the equity of Steadman Maritime Co., Horton Maritime Co. and Marchant Maritime Co.

 

During the year ended December 31, 2017, Costamare Ventures contributed $3,449, in the aggregate, to the equity of Kemp Maritime Co. and Hyde Maritime Co.

 

During the year ended December 31, 2017, Costamare Ventures contributed $498, in the aggregate, to the equity of Ainsley Maritime Co. and Ambrose Maritime Co. and received $1,250 in aggregate, in the form of a special dividend.

 

During the year ended December 31, 2017, the Company received $2,980, in aggregate, from Benedict Maritime Co., Bertrand Maritime Co., Beardmore Maritime Co., Schofield Maritime Co. and Fairbank Maritime Co., in the form of special dividend.

 

In April 2017, Skerrett Maritime Co., signed a loan agreement with a bank for an amount up to $44,000, to partly finance the construction cost of Cape Artemisio which was delivered from the shipyard in May 2017. The Company, Costamare Ventures and York through its affiliate Bluebird Holdings L.P., participate as corporate guarantors (Note 13 (c)). During the year ended December 31, 2017 Costamare Ventures contributed $798, in the aggregate, to the equity of Geyer Maritime Co. and $1,964 to the equity of Skerrett Maritime Co.

 

During the three-month period ended March 31, 2018, the Company contributed, in the aggregate, the amount of $2,327 to Platt Maritime Co. During the year ended December 31, 2017, Costamare Ventures contributed $1,753, in the aggregate, to the equity of Platt Maritime Co. and Sykes Maritime Co.

 

For the three-month periods ended March 31, 2017 and 2018, the Company recorded net gains of $205 and $2,310, respectively, on equity method investments, which are separately reflected as Equity gain on investments in the accompanying consolidated statements of income.

 

 14 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The summarized combined financial information of the companies accounted for as equity method investment is as follows:

 

   December 31, 2017  March 31, 2018
Non-current assets  $1,069,449   $1,098,619 
Current assets   62,170    73,023 
Total assets  $1,131,619   $1,171,642 
           
Current liabilities  $55,455   $55,870 

 

   Three-month period ended March 31,
   2017  2018
Voyage revenue   24,272    36,027 
Net income  $1,090   $5,876 

 

10. Long-Term Debt:

 

The amounts shown in the accompanying consolidated balance sheets consist of the following:

 

Borrower(s)  December 31, 2017  March 31, 2018
A. Credit Facility  $299,837   $- 
B. Term Loans:          
1. Mas Shipping Co.   13,125    12,125 
2. Montes Shipping Co. and Kelsen Shipping Co.   42,000    42,000 
3. Costamare Inc.   25,725    24,150 
4. Undine Shipping Co., Quentin Shipping Co. and Sander Shipping Co.   162,983    159,163 
5. Raymond Shipping Co. and Terance Shipping Co.   105,050    102,321 
6. Costamare Inc.   37,697    34,982 
7. Uriza Shipping S.A.   32,500    31,417 
8. Costis Maritime Corporation, Christos Maritime Corporation and Capetanissa Maritime Corporation   93,000    89,000 
9. Rena Maritime Corporation, Finch Shipping Co. and Joyner Carriers S.A.   24,480    23,680 
10. Nerida Shipping Co.   17,175    16,725 
11. Costamare Inc.   -    225,500 
    553,735    761,063 
Total  $853,572   $761,063 
Less: Deferred financing costs   (2,592)   (4,181)
Total long-term debt, net   850,980    756,882 
Less: Long-term debt current portion   (207,516)   (150,306)
Add: Deferred financing costs, current portion   1,198    1,876 
Total long-term debt, non-current, net  $644,662   $608,452 

 

A. Credit Facility: In July 2008, the Company signed a loan agreement with a consortium of banks, for a $1,000,000 Credit Facility (the “Facility”) for general corporate and working capital purposes. The Facility bears interest at the 3, 6, 9 or 12 months (at the Company’s option) LIBOR plus margin.

 

On September 28, 2016, the Company entered into a ninth supplemental agreement, which extended the Facility maturity date to June 30, 2021, waived the security requirement covenant of the principal agreement and mortgaged four additional vessels in favor of the lending banks. Following the sale of Mandraki and Mykonos, the Company prepaid the amounts of $9,388 and $9,326 on August 16, 2017 and September 14, 2017, respectively.

 

During the three-month period ended March 31, 2018, the Company partially refinanced the outstanding loan amount of $299,837 under the original 2008 Credit Facility with a new loan facility (Note 10.B.11) and fully prepaid the loan.

 

 15 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

B. Term Loans:

 

1. In January 2008, Mas Shipping Co., a wholly-owned subsidiary of the Company, entered into a loan agreement with a bank for an amount of up to $75,000 in order to partly finance the acquisition cost of the vessel Maersk Kokura. On August 3, 2017, the Company prepaid the amount of $1,000 on the then outstanding balance. On February 16, 2018, Mas Shipping Co., entered into a supplemental agreement with the bank pursuant to which Mas Shipping Co. repaid $1,000 in February 2018 and the bank agreed to extend the maturity of the loan until February 2019. As at March 31, 2018, the outstanding balance of the loan of $12,125 is repayable in four equal quarterly installments of $1,000 each from May 2018 to February 2019, and a balloon payment of $8,125 payable together with the last installment.

 

2. In December 2007, Montes Shipping Co. and Kelsen Shipping Co. entered into a loan agreement with a bank for an amount of up to $150,000 in the aggregate ($75,000 each) on a joint and several basis in order to partly finance the acquisition cost of the vessels Maersk Kawasaki and Maersk Kure. On January 27, 2016, both companies (each a subsidiary of the Company) entered into a supplemental agreement with the bank in order to extend the repayment of the then outstanding loan amount of $66,000 and amend the repayment schedule. On June 19, 2017, the Company prepaid $6,000 on the then outstanding balance. As at March 31, 2018, the outstanding balance of the loan of $42,000 is repayable in six consecutive semi-annual installments of $5,000, each from June 2018 until December 2020 and a balloon payment of $12,000 payable together with the last installment.

 

3. In November 2010, Costamare entered into a term loan agreement with a consortium of banks for an amount of up to $120,000, which was available for drawing for a period up to 18 months. Up to May 25, 2012, the Company had drawn the amount of $38,500 (Tranche A), the amount of $42,000 (Tranche B), the amount of $21,000 (Tranche C), the amount of $7,470 (Tranche D) and the amount of $7,470 (Tranche E) under this term loan agreement in order to finance part of the acquisition cost of the vessels MSC Romanos, MSC Methoni, MSC Ulsan, MSC Koroni and MSC Itea, respectively. As at March 31, 2018, the outstanding balance of the Tranche (B) of the loan of $15,750 is repayable in 7 equal quarterly installments of $1,050 from April 2018 to October 2019 and a balloon payment of $8,400 payable together with the last installment. As at March 31, 2018, the outstanding balance of the Tranche (C) of the loan of $8,400 is repayable in 8 equal quarterly installments of $525 from May 2018 to February 2020 and a balloon payment of $4,200 payable together with the last installment. On May 21, 2014, the then outstanding balance of $4,202 of the Tranche (D) of the loan was fully repaid and on May 29, 2015, the then outstanding balance of $2,334 of the Tranche (E) of the loan was fully repaid. On January 24, 2017, the then outstanding balance of Tranche (A) of the loan of $18,288 was fully repaid.

 

4. In August 2011, Undine Shipping Co., Quentin Shipping Co. and Sander Shipping Co., wholly-owned subsidiaries of Costamare, concluded a credit facility with a consortium of banks, as joint-and-several borrowers, for an amount of up to $229,200 to finance part of the construction cost of their respective vessels. The facility has been drawn down in three tranches. As at March 31, 2018, the aggregate outstanding balance of tranches (a) and (b) of $104,411 relating to the Valor and the Valiant is each repayable in 9 equal quarterly installments for each tranche of $1,273.4 from April 2018 to June 2020 and a balloon payment for each tranche of $40,744.8 payable together with the last installment. As at March 31, 2018, the outstanding balance of the tranche (c) of $54,752 relating to the Vantage is repayable in 11 equal quarterly installments of $1,273.4 and a balloon payment payable together with the last installment of $40,744.8 from May 2018 to November 2020.

 

5. In October 2011, Raymond Shipping Co. and Terance Shipping Co., wholly-owned subsidiaries of the Company, concluded a credit facility with a bank, as joint and several borrowers, for an amount of up to $152,800 to finance part of the acquisition cost of their respective vessels. As at March 31, 2018, the outstanding balance of the tranche (a) of $50,478 relating to the Value is repayable in 9 equal quarterly installments of $1,364.3 from June 2018 to June 2020 and a balloon payment of $38,199.6 payable together with the last installment. As at March 31, 2018, the outstanding balance of tranche (b) of the loan of $51,843 relating to the Valence is repayable in 10 equal quarterly installments of $1,364.3 from May 2018 to August 2020 and a balloon payment of $38,199.6 payable together with the last installment.

 

6. In October 2011, the Company concluded a loan facility with a bank for an amount of up to $120,000, in order to partly finance the aggregate market value of eleven vessels in its fleet. The Company repaid in July 2016 the amount of $3,835 due to the sale of the container vessel Karmen and in February 2017 the amount of $4,918 due to the sale of the container vessel Marina. As at March 31, 2018, the outstanding balance of $34,982 is repayable in three equal quarterly installments of $2,715 from June 2018 to December 2018 and a balloon payment of $26,837 payable together with the last installment.

 

7. On May 6, 2016, Uriza Shipping S.A., entered into a loan agreement with a bank for an amount of up to $39,000 for general corporate purposes. On May 11, 2016 the Company drew the amount of $39,000. As of March 31, 2018, the outstanding balance of $31,417 is repayable in 13 equal quarterly installments of $1,083.3, from May 2018 to May 2021 and a balloon payment of $17,333.3 payable together with the last installment.

 

 16 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

8. In May 2008, Costis Maritime Corporation and Christos Maritime Corporation entered into a loan agreement with a bank for an amount of up to $150,000 in the aggregate ($75,000 each) on a joint and several basis in order to partly finance the acquisition cost of the vessels Sealand New York and Sealand Washington. In June 2006, Capetanissa Maritime Corporation entered into a loan agreement with a bank for an amount of up to $90,000, in order to partly finance the acquisition cost of the vessel Cosco Beijing. On August 10, 2016, Costis Maritime Corporation, Christos Maritime Corporation and Capetanissa Maritime Corporation entered into a loan agreement with a bank in order to extend the repayment and amend the repayment profile of the then outstanding loans in the amounts of $116,500 in aggregate. On July 21, 2017, the Company prepaid the amount of $4,000. As of March 31, 2018, the outstanding balance of $89,000 is repayable in 14 variable quarterly installments, from May 2018 to August 2021 and a balloon payment of $43,500 payable together with the last installment.

 

9. In February 2006, Rena Maritime Corporation entered into a loan agreement with a bank for an amount of up to $90,000 in order to partly finance the acquisition cost of the vessel Cosco Guangzhou. On December 22, 2016, Rena Maritime Corporation, Finch Shipping Co. and Joyner Carriers S.A. entered into a new loan agreement with a bank in order to fully refinance the then outstanding loan of $37,500 and finance the working capital needs of the Finch Shipping Co. and Joyner Carriers S.A. As of March 31, 2018, the outstanding balance of $23,680 is repayable in 15 equal quarterly installments of $800, from June 2018 to December 2021 and a balloon payment of $11,680 payable together with the last installment.

 

10. On August 1, 2017, Nerida Shipping Co., entered into a loan agreement with a bank for an amount of up to $17,625 for the purpose of financing general corporate purposes relating to Maersk Kowloon (Note 6). On August 3, 2017 the Company drew the amount of $17,625. As of March 31, 2018, the outstanding balance of $16,725 is repayable in 18 equal quarterly installments of $450, from May 2018 to July 2022 and a balloon payment of $8,625 payable together with the last installment.

 

11. On March 7, 2018, the Company entered into a loan agreement with a bank for an amount of $233,000 in order to refinance the Credit Facility discussed in Note 10.A above. The facility has been drawn down in two tranches on March 23, 2018. As at March 31, 2018, the outstanding balance of $225,500 is repayable in 13 variable quarterly installments, from June 2018 to June 2021 and a balloon payment of $88,000 payable together with the last installment.

 

The term loans discussed above bear interest at LIBOR plus a spread and are secured by, inter alia, (a) first-priority mortgages over the financed vessels, (b) first priority assignments of all insurances and earnings of the mortgaged vessels and (c) corporate guarantees of Costamare or its subsidiaries, as the case may be. The loan agreements contain usual ship finance covenants, including restrictions as to changes in management and ownership of the vessels, as to additional indebtedness and as to further mortgaging of vessels, as well as minimum requirements regarding hull Value Maintenance Clauses (“VMC”) in the range of 80% to 130% and restrictions on dividend payments if an event of default has occurred and is continuing or would occur as a result of the payment of such dividend.

 

The annual repayments under the Term loans after March 31, 2018, are in the aggregate as follows:

 

Year ending December 31,  Amount
2018  $117,848 
2019   120,855 
2020   312,952 
2021   199,433 
2022   9,975 
 Total  $761,063 

 

The interest rate of Costamare’s long-term debt as at December 31, 2017 and March 31, 2018, was in the range of 2.30%-5.98% and 2.48%-5.87%, respectively. The weighted average interest rate of Costamare’s long-term debt as at December 31, 2017 and March 31, 2018, was 4.9% and 4.5%, respectively.

 

Total interest expense incurred on long-term debt (including the effect of the hedging interest rate swaps discussed in Notes 16 and Note 18) for the three-month periods ended March 31, 2017 and 2018, amounted to $12,003 and $8,253, respectively, and is included in Interest and finance costs in the accompanying consolidated statements of income.

 

 17 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

C. Financing Costs

 

The amounts of financing costs included in the loan balances and capital lease obligations (Note 11) are as follows:

 

   Financing costs
Balance, January 1, 2018  $6,797 
Additions   1,953 
Amortization and write-off   (581)
Balance, March 31, 2018  $8,169 
Less: Current portion of financing costs   (2,740)
Financing costs, non-current portion  $5,429 

 

Financing costs represent legal fees and fees paid to the lenders for the conclusion of the Company’s financing. The amortization and write-off of loan financing costs is included in interest and finance costs in the accompanying consolidated statements of income (Note 16).

 

11. Capital Leased Assets and Capital Lease Obligations:

 

Between January and April 2014, the Company took delivery of the newbuild vessels MSC Azov, MSC Ajaccio and MSC Amalfi. Upon the delivery of each vessel, the Company agreed with a financial institution to refinance the then outstanding balance of the loans relating to these vessels by entering into a ten-year sale and leaseback transaction for each vessel. The shipbuilding contracts were novated to the financial institution for an amount of $85,572 each.

 

On July 6, 2016 and July 15, 2016, the Company agreed with a financial institution to refinance the then outstanding balance of the loans relating to the MSC Athos and the MSC Athens, by entering into a seven-year sale and leaseback transaction for each vessel.

 

On June 19, 2017, the Company entered into two seven-year sale and leaseback transactions with a financial institution for the Leonidio and Kyparissia (Note 6).

 

The sale and leaseback transactions were classified as capital leases. As the fair value of each vessel sold was in excess of its carrying amount, the difference between the sale proceeds and the carrying amount was classified as prepaid lease rentals or as unearned revenue.

 

The total value of the vessels, at the inception of the capital lease transactions, was $452,564, in the aggregate. The depreciation charged during the three-month period ended March 31, 2017 and 2018, amounted to $3,097 and $3,394, respectively and is included in Depreciation in the accompanying consolidated statements of income. As of December 31, 2017 and March 31, 2018, accumulated depreciation amounted to $36,899 and $40,293, respectively, and is included in Capital leased assets, in the accompanying consolidated balance sheets. As of December 31, 2017 and March 31, 2018, the net book value of the vessels amounted to $415,665 and $412,271, respectively, and is separately reflected as Capital leased assets, in the accompanying consolidated balance sheets.

 

The balance of prepaid lease rentals, as of December 31, 2017 and March 31, 2018, is as follows:

 

   December 31, 2017  March 31,  2018
Prepaid lease rentals  $60,422   $51,670 
Less: Amortization of prepaid lease rentals   (8,752)   (2,157)
Prepaid lease rentals  $51,670   $49,513 
Less: current portion   (8,752)   (8,752)
Non-current portion  $42,918   $40,761 

 

 18 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The capital lease obligations amounting to $368,131 as at March 31, 2018 are scheduled to expire through 2024 and include a bargain purchase option to repurchase the vessels at any time during the charter period. Total interest expenses incurred on capital leases for the three-month period ended March 31, 2017 and 2018 amounted to $5,270 and $5,589, respectively, and are included in Interest and finance costs in the accompanying consolidated statements of income. Finance lease obligations of MSC Athos and MSC Athens bear interest at LIBOR plus a spread, which is not included in the annual lease payments table below.

 

The annual lease payments under the capital leases after March 31, 2018, are in the aggregate as follows:

 

Year ending December 31,  Amount
2018  $37,414 
2019   49,798 
2020   49,895 
2021   49,798 
2022   49,798 
2023 and thereafter   203,540 
Total  $440,243 
Less: Amount of interest (MSC Azov, MSC Ajaccio, MSC Amalfi, Leonidio and Kyparissia)   (72,112)
Total lease payments  $368,131 
Less: Financing costs, net   (3,988)
Total lease payments, net  $364,143 

 

The total capital lease obligations, net of related financing costs, are presented in the accompanying December 31, 2017 and March 31, 2018, consolidated balance sheet as follows:

 

 

   December 31, 2017  March 31, 2018
Capital lease obligation – current  $33,753   $34,082 
Less: current portion of financing costs   (879)   (864)
Capital lease obligation – non-current   342,658    334,049 
Less: non-current portion of financing costs   (3,326)   (3,124)
Total  $372,206   $364,143 

 

12. Accrued Charter Revenue, Current and Non-Current and Unearned Revenue, Current and Non-Current:

 

(a) Accrued Charter Revenue, Current and Non-Current: The amounts presented as current and non-current accrued charter revenue in the accompanying consolidated balance sheets as of December 31, 2017 and March 31, 2018, reflect revenue earned, but not collected, resulting from charter agreements providing for varying annual charter rates over their terms, which were accounted for on a straight-line basis at their average rates.

 

As at December 31, 2017, the net accrued charter revenue, totaling to ($16,435), comprises $185 separately reflected in Current assets and ($16,620) (discussed in (b) below) included in Unearned revenue in current and non-current liabilities in the accompanying 2017 consolidated balance sheet. As at March 31, 2018, the net accrued charter revenue, totaling to ($13,871), comprises $84 separately reflected in Current assets and ($13,955) (discussed in (b) below) included in Unearned revenue in current and non-current liabilities in the accompanying 2018 consolidated balance sheet. The maturities of the net accrued charter revenue as of December 31 of each year presented below are as follows:

 

 19 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

Year ending December 31,  Amount
2018  $(6,155)
2019   (6,699)
2020   (1,017)
 Total  $(13,871)

 

(b) Unearned Revenue, Current and Non-Current: The amounts presented as current and non-current unearned revenue in the accompanying consolidated balance sheets as of December 31, 2017 and March 31, 2018, reflect: (a) cash received prior to the balance sheet date for which all criteria to recognize as revenue have not been met, (b) any unearned revenue resulting from charter agreements providing for varying annual charter rates over their term, which were accounted for on a straight-line basis at their average rate and (c) any deferred gain from the sale and leaseback transactions, net of amortization of ($323) and ($148), respectively, which is included in Amortization of prepaid lease rentals, net in the accompanying statements of income.

 

   December 31, 2017  March 31,  2018
Hires collected in advance  $5,589   $5,051 
Deferred gain, net   4,158    4,010 
Charter revenue resulting from varying charter rates   16,620    13,955 
Total  $26,367   $23,016 
Less current portion   (15,310)   (13,596)
Non-current portion  $11,057   $9,420 

 

13. Commitments and Contingencies:

 

(a) Time charters: As at March 31, 2018, the Company has entered into time charter arrangements for all of its vessels in operation, with international liner operators. These arrangements as at March 31, 2018, have remaining terms of up to 81 months. After March 31, 2018, future minimum contractual charter revenues assuming 365 revenue days per annum per vessel and the earliest redelivery dates possible, based on vessels’ committed, non-cancellable, time charter contracts, are as follows:

 

Year ending December 31,  Amount
2018  $224,425 
2019   176,538 
2020   110,092 
2021   101,491 
2022   90,719 
2023 and thereafter   73,904 
 Total  $777,169 

 

(b) Capital Commitments: Pursuant to the Restated Framework Deed the Company has a contractual commitment of approximately $1,068 representing 49% of the remaining construction cost of one vessel under construction (Note 9).

 

(c) Debt guarantees with respect to entities formed under the Framework Deed: Costamare agreed to guarantee 100% of the debt of Ainsley Maritime Co., Ambrose Maritime Co., Kemp Maritime Co., Hyde Maritime Co. and Skerrett Maritime Co., which were formed under the Framework Deed and own Cape Kortia, Cape Sounio, Cape Akritas, Cape Tainaro and Cape Artemisio, respectively. As at March 31, 2018, Costamare has guaranteed $81,125 of debt relating to Kemp Maritime Co. and Hyde Maritime Co. (Note 9), $81,525 of the debt relating to Ainsley Maritime Co. and Ambrose Maritime Co. (Note 9) and $41,825 of the debt relating to Skerrett Maritime Co. (Note 9). As security for providing the guarantee, in the event that Costamare is required to pay under any guarantee, Costamare is entitled to acquire all of the shares in the entities for whose benefit the guarantee has been issued that it does not already own for nominal consideration.

 

 20 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(d) Other: Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. Currently, management is not aware of any such claims not covered by insurance or contingent liabilities, which should be disclosed, or for which a provision has not been established in the accompanying consolidated financial statements.

 

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any other claims or contingent liabilities which should be disclosed or for which a provision should be established in the accompanying consolidated financial statements.

 

The Company is covered for liabilities associated with the vessels’ operations up to the customary limits provided by the Protection and Indemnity (“P&I”) Clubs, members of the International Group of P&I Clubs.

 

14. Common Stock and Additional Paid-In Capital: 

 

(a) Common Stock: On December 5, 2016, the Company completed a follow-on public equity offering in the United States under the Securities Act. In this respect, 12,000,000 shares at par value $0.0001 were issued at a public offering price of $6.00 per share. The net proceeds of the follow-on offering were $69,037.

 

During the year ended December 31, 2016, the Company issued 598,400 shares, in aggregate, at par value of $0.0001 to Costamare Services pursuant to the Services Agreement (Note 3). During the year ended December 31, 2017, the Company issued 598,400 shares in aggregate at par value of $0.0001 to Costamare Services pursuant to the Services Agreement (Note 3). During the three-month period ended March 31, 2018, the Company issued 149,600 shares in aggregate at par value of $0.0001 to Costamare Services pursuant to the Services Agreement (Note 3). The fair value of such shares was calculated based on the closing trading price at the date of issuance. There were no share-based payment awards outstanding during the three-month period ended March 31, 2018.

 

On July 6, 2016, the Company implemented the Plan. The Plan offers holders of Company common stock the opportunity to purchase additional shares by having their cash dividends automatically reinvested in Company common stock. Participation in the Plan is optional, and shareholders who decide not to participate in the Plan will continue to receive cash dividends, as declared and paid in the usual manner. During the year ended December 31, 2016, the Company issued 2,428,081 shares in aggregate at par value of $0.0001 to its common stockholders, at an average price of $8.043837 per share. During the year ended December 31, 2017, the Company issued 3,682,704 shares at par value of $0.0001 to its common stockholders, at an average price of $6.194 per share. During the three-month period ended March 31, 2018, the Company issued 988,841 shares at par value of $0.0001 to its common stockholders, at an average price of $6.3084 per share.

 

On May 31, 2017, the Company completed a follow-on public equity offering in the United States under the Securities Act. In this respect 13,500,000 shares at par value $0.0001 were issued at a public offering price of $7.10 per share, increasing the issued share capital to 105,840,848 shares. The net proceeds of the follow-on offering were $91,675.

 

As at March 31, 2018, the aggregate issued share capital was 109,344,426 common shares.

 

(b) Preferred Stock: On January 30, 2018, the Company completed a public offering of 4,600,000 shares of its Series E Preferred Stock, par value $0.0001, at a public offering price of $25.00 per share. The net proceeds of the follow-on offering were $111,224.

 

(c) Additional Paid-in Capital: The amounts shown in the accompanying consolidated balance sheets, as additional paid-in capital include: (i) payments made by the stockholders at various dates to finance vessel acquisitions in excess of the amounts of bank loans obtained, (ii) the difference between the par value of the shares issued in the Initial Public Offering in November 2010 and the offerings in March 2012, October 2012, August 2013, January 2014, May 2015, December 2016 and May 2017 and the net proceeds received from the issuance of such shares, (iii) the difference between the par value and the fair value of the shares issued to Costamare Shipping and Costamare Services (Note 3) and (iv) the difference between the par value of the shares issued under the Plan.

 

 21 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(d) Dividends declared and / or paid: During the three-month period ended March 31, 2017, the Company declared and paid to its common stockholders $0.10 per common share and, after accounting for shareholders participating in the Plan, the Company paid $3,619 in cash and issued 1,014,550 shares pursuant to the Plan. During the three-month period ended March 31, 2018, the Company declared and paid to its common stockholders $0.10 per common share and, after accounting for shareholders participating in the Plan, the Company paid $4,583 in cash and issued 988,841 shares pursuant to the Plan.

 

During the three-month period ended March 31, 2017, the Company declared and paid to its holders of Series B Preferred Stock $953 or $0.476563 per share for the period from October 15, 2016 to January 14, 2017. During the three-month period ended March 31, 2018, the Company declared and paid to its holders of Series B Preferred Stock $953 or $0.476563 per share for the period from October 15, 2017 to January 14, 2018.

 

During the three-month period ended March 31, 2017, the Company declared and paid to its holders of Series C Preferred Stock $2,125 or $0.531250 per share for the period from October 15, 2016 to January 14, 2017. During the three-month period ended March 31, 2018, the Company declared and paid to its holders of Series C Preferred Stock $2,125 or $0.531250 per share for the period from October 15, 2017 to January 14, 2018.

 

During the three-month period ended March 31, 2017, the Company declared and paid to its holders of Series D Preferred Stock $2,188 or $0.546875 per share for the period from October 15, 2016 to January 14, 2017. During the three-month period ended March 31, 2018, the Company declared and paid to its holders of Series D Preferred Stock $2,188 or $0.546875 per share for the period from October 15, 2017 to January 14, 2018.

 

15. Earnings per share (EPS)

 

All common shares issued are Costamare common stock and have equal rights to vote and participate in dividends. Profit or loss attributable to common equity holders is adjusted by the contractual amount of dividends on Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock that should be paid for the period. Dividends paid or accrued on Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock during the three-month periods ended March 31, 2017 and 2018, amounted to $5,149 and $6,878, respectively.

 

   Three-month period ended March 31,
   2017  2018
   Basic EPS  Basic EPS
Net income  $23,015   $19,167 
Less: paid and accrued earnings allocated to Preferred Stock   (5,149)   (6,878)
Net income available to common stockholders   17,866    12,289 
Weighted average number of common shares, basic and diluted   91,036,935    108,802,614 
Earnings per common share, basic and diluted  $0.20   $0.11 

 

16. Interest and Finance Costs:

 

The interest and finance costs in the accompanying consolidated statements of income are as follows:

 

   Three-month period ended March 31,
   2017  2018
Interest expense  $13,823   $12,449 
Swap effect   3,450    1,393 
Amortization and write-off of financing costs   560    581 
Bank charges and other financing costs   68    165 
Total  $17,901   $14,588 

 

 22 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

17. Taxes:

 

Under the laws of the countries of incorporation for the vessel-owning companies and/or of the countries of registration of the vessels, the companies are not subject to tax on international shipping income; however, they are subject to registration and tonnage taxes, which are included in Vessel operating expenses in the accompanying consolidated statements of income.

 

The vessel-owning companies with vessels that have called on the United States during the relevant year of operation are obliged to file tax returns with the Internal Revenue Service. The applicable tax is 50% of 4% of U.S.-related gross transportation income unless an exemption applies. Management believes that, based on current legislation the relevant vessel-owning companies are entitled to an exemption under Section 883 of the Internal Revenue Code of 1986, as amended.

 

18. Derivatives:

 

(a) Interest rate swaps that meet the criteria for hedge accounting: The Company, according to its long-term strategic plan to maintain stability in its interest rate exposure, has decided to minimize its exposure to floating interest rates by entering into interest rate swap agreements. To this effect, the Company has entered into interest rate swap transactions with varying start and maturity dates, in order to manage its floating rate exposure.

 

These interest rate swaps are designed to hedge the variability of interest cash flows arising from floating rate debt, attributable to movements in three-month or six-month USD LIBOR. According to the Company’s Risk Management Accounting Policy, after putting in place the formal documentation required by ASC 815 in order to designate these swaps as hedging instruments as from their inception, these interest rate swaps qualified for hedge accounting. Accordingly, only hedge ineffectiveness amounts arising from the differences in the change in fair value of the hedging instrument and the hedged item are recognized in the Company’s earnings. Assessment and measurement of the effectiveness of these interest rate swaps are performed at each reporting period. For qualifying cash flow hedges, the fair value gain or loss associated with the effective portion of the cash flow hedge is recognized initially in “Other comprehensive income” and recognized to the consolidated statement of income in the periods when the hedged item affects profit or loss. Any ineffective portion of the gain or loss on the hedging instrument is recognized in the consolidated statement of income immediately.

 

At December 31, 2017 and March 31, 2018, the Company had interest rate swap agreements with an outstanding notional amount of $656,096 and $337,266, respectively. The fair value of these interest rate swaps outstanding at December 31, 2017 and March 31, 2018 amounted to a net asset of $2,031 and $8,548, respectively, and these are included in the accompanying consolidated balance sheets. The maturity of these interest rate swaps range between April 2020 and May 2023.

 

During the three-month period ended March 31, 2018, the Company terminated three interest rate derivative instruments and paid the counterparties breakage costs of $1,234 in aggregate and is separately reflected in Swap breakage costs in the accompanying 2018 consolidated statement of income.

 

The estimated net amount that is expected to be reclassified within the next 12 months from Accumulated Other Comprehensive Income / (Loss) to earnings in respect of the settlements on interest rate swaps amounts to $1,959.

 

(b) Interest rate swaps that do not meet the criteria for hedge accounting: As of December 31, 2017 and March 31, 2018, the Company had interest rate swap agreements with an outstanding notional amount of $89,752 and $85,979, respectively, for the purpose of managing risks associated with the variability of changing LIBOR-related interest rates. Such agreements did not meet hedge accounting criteria and, therefore, changes in its fair value are reflected in earnings. The fair value of these interest rate swaps at December 31, 2017 and March 31, 2018 was a liability of $980 and $112, respectively, and these are included in Fair value of derivatives in the accompanying consolidated balance sheets. The maturity of these interest rate swaps range between August 2018 and August 2020.

 

(c) Foreign currency agreements: As of March 31, 2018, the Company had no outstanding Euro/U.S. dollar forward agreements.

As of December 31, 2017, the Company was engaged in two Euro/U.S. dollar forward agreements totaling $4,000 at an average forward rate of Euro/U.S. dollar 1.1682 expiring in monthly intervals up to February 2018.

 

The total change of forward contracts fair value for the three-month period ended March 31, 2018, was a loss of $112 (gain of $111 for the three-month period ended March 31, 2017) and is included in Gain / (Loss) on derivative instruments, net in the accompanying consolidated statements of income.

 

 23 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

   The Effect of Derivative Instruments for the three-month periods ended March 31, 2017 and 2018
   Derivatives in ASC 815 Cash Flow Hedging Relationships
   Amount of Gain / (Loss) Recognized in Accumulated OCI on
Derivative
(Effective Portion)
  Location of Gain / (Loss) Recognized in Income on Derivative (Ineffective Portion)  Amount of Gain / (Loss)
Recognized in Income on
Derivative
(Ineffective Portion)
   2017  2018     2017  2018
Interest rate swaps   555    5,190   Gain / (Loss) on derivative instruments, net   -    - 
Reclassification to Interest and finance costs   3,450    1,393       -    - 
Total   4,005    6,583       -    - 

 

Derivatives Not Designated as Hedging Instruments
and ineffectiveness of Hedging Instruments under ASC 815
   Location of Gain / (Loss)
Recognized in Income on Derivative
  Amount of Gain / (Loss)
Recognized in Income
on Derivative
      2017  2018
Non hedging interest rate swaps  Gain / (Loss) on derivative instruments, net   (287)   185 
Forward contracts  Gain / (Loss) on derivative instruments, net   111    (112)
Total      (176)   73 

 

The realized loss on non-hedging interest rate swaps included in “Gain / (Loss) on derivative instruments, net” amounted to $1,289, and $208 for the three-month periods ended March 31, 2017 and 2018, respectively.

 

19. Financial Instruments:

 

(a) Interest rate risk: The Company’s interest rates and loan repayment terms are described in Note 10.

 

(b) Concentration of credit risk: Financial instruments which potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable (included in current and non-current assets), equity method investments, equity securities, debt securities and derivative contracts (interest rate swaps and foreign currency contracts). The Company places its cash and cash equivalents, consisting mostly of deposits, with financial institutions of high credit ratings. The Company performs periodic evaluations of the relative credit standing of those financial institutions. The Company is exposed to credit risk in the event of non-performance by the counterparties to its derivative instruments; however, the Company limits its exposure by diversifying among counterparties with high credit ratings. The Company limits its credit risk with accounts receivable, equity method investments and equity and debt securities by performing ongoing credit evaluations of its customers’ and investees’ financial condition and generally does not require collateral for its accounts receivable.

 

(c) Fair value: The carrying amounts reflected in the accompanying consolidated balance sheet of financial assets and accounts payable approximate their respective fair values due to the short maturity of these instruments. The fair value of long-term bank loans with variable interest rates approximate the recorded values, generally due to their variable interest rates. The fair value of the interest rate swap agreements and the foreign currency agreements discussed in Note 18 above are determined through Level 2 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements and are derived principally from or corroborated by observable market data, interest rates, yield curves and other items that allow value to be determined.

 

 24 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The fair value of the interest rate swap agreements discussed in Note 18(a) and (b) equates to the amount that would be paid or received by the Company to cancel the agreements. As at December 31, 2017 and March 31, 2018, the fair value of these interest rate swaps in aggregate amounted to a net asset of $1,051 and $8,436, respectively.

 

The fair value of the forward contracts discussed in Note 18(c) determined through Level 2 of the fair value hierarchy as at December 31, 2017 and March 31, 2018, amounted to an asset of $112 and nil, respectively.

 

The following tables summarize the hierarchy for determining and disclosing the fair value of assets and liabilities by valuation technique on a recurring basis as of the valuation date.

 

   December 31,
2017
  Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Unobservable
Inputs
(Level 3)
Recurring measurements:                    
Forward contracts-asset position  $112   $-   $112   $- 
Interest rate swaps-asset position   5,754    -    5,754    - 
Interest rate swaps-liability position   (4,703)   -    (4,703)   - 
Total  $1,163   $-   $1,163   $- 

 

   March 31,
2018
  Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Unobservable
Inputs
(Level 3)
Recurring measurements:                    
Interest rate swaps-asset position  $8,585   $-   $8,585   $- 
Interest rate swaps-liability position   (149)   -    (149)   - 
Total  $8,436   $-   $8,436   $- 

 

20. Comprehensive Income:

 

During the three-month period ended March 31, 2017, Other comprehensive income increased with net gains of $4,020 relating to (i) the change of the fair value of derivatives that qualify for hedge accounting (gain of $555), net of the settlements to net income of derivatives that qualify for hedge accounting (gain of $3,450) and (ii) the amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to depreciation ($15).

 

During the three-month period ended March 31, 2018, Other comprehensive income increased with net gains of $6,599 relating to (i) the change of the fair value of derivatives that qualify for hedge accounting (gain of $5,190), net of the settlements to net income of derivatives that qualify for hedge accounting (gain of $1,393) and (ii) the amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to depreciation ($16).

 

As at March 31, 2017 and March 31, 2018, Comprehensive income amounted to $27,035 and $25,766, respectively. The estimated net amount that is expected to be reclassified within the next 12 months from Accumulated Other Comprehensive Income/(Loss) to earnings in respect of the net settlements on interest rate swaps amounts to $1,959.

 

21. Subsequent Events:

 

(a)Declaration and Payment of Dividends (common stock): On April 2, 2018, the Company declared a dividend for the quarter ended March 31, 2018, of $0.10 per share on its common stock, which was paid on May 8, 2018, to stockholders of record as of April 20, 2018.

 

(b)Declaration and Payment of Dividends (preferred stock Series B, Series C, Series D and Series E): On April 2, 2018, the Company declared a dividend of $0.476563 per share on its Series B Preferred Stock, a dividend of $0.531250 per share on its Series C Preferred Stock, a dividend of $0.546875 per share on its Series D Preferred Stock and a dividend of $0.462240 per share on its Series E Preferred Stock which were all paid on April 16, 2018 to holders of record as of April 13, 2018.

 

 

 

 

 

 

 

 

 

 25 

COSTAMARE INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2017 and 2018

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(c)New acquisitions: On April 12, 2018 and April 18, 2018 the Company through its wholly owned subsidiaries Carran Shipping Co. and Rockwell Shipping Co., acquired two 2008-built 1,300 TEU containerships, Michigan and Trader, respectively.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26