Costamare Inc. reported unaudited financial results for the third quarter (“Q3 2021”) and nine-months ended September 30, 2021.
I. PROFITABILITY
• Q3 2021 Net Income available to common stockholders of $107.4 million compared to $17.4 million in Q3 2020.
• Q3 2021 Earnings per Share of $0.87 compared to $0.14 in Q3 2020.
• Q3 2021 Adjusted Net Income available to common stockholders(1) of $81.5 million compared to $26.7 million in Q3 2020.
• Q3 2021 Adjusted Earnings per Share(1) of $0.66 compared to $0.22 in Q3 2020.
II. SALE AND PURCHASE ACTIVITY
• Delivery of another 20 dry bulk vessels (total delivered fleet of 34 vessels), with three additional vessels expected to be delivered within 2021.
• Delivery of the 2009-built, 4,578 TEU containership Gialova (ex. Cosco Fukuyama) which commenced its time charter with ZIM for a period of 32 to 36 months.
• Vessel disposals:
• Sale of the 2003-built, 5,928 TEU containership Venetiko (capital gain of $16.5 million in Q3 2021).
• Sale of the 2002-built, 4,992 TEU containership ZIM Shanghai (estimated capital gain of approximately $13.8 million in the next quarter).
• Sale of the 2001-built, 5,576 TEU containership Ensenada (co-owned with York Capital). This sale resulted in a capital gain for the Company of $5.7 million in Q3 2021.
• Agreed to sell the 2002-built, 4,992 TEU containership ZIM New York. Sale is expected to be concluded in 2021.
III. NEW CHARTER ARRANGEMENTS
5 new containership fixtures since last quarter including:
• the forward fixture of the 2006-built, 5,642 TEU vessel Glen Canyon for a period of 39 to 42 months at a daily rate of $62,500, with estimated delivery to the new charterer between the first and second quarters of 2022.
• 18 new dry bulk vessel charters.
IV. NEW DEBT FINANCING AND CAPITAL STRUCTURE
• New agreement for the financing of future dry bulk vessel acquisitions in the form of a hunting license facility for an aggregate amount of $150 million with a European financial institution.
• Liquidity of $303.1 million as of the end of Q3 2021 (including our share of cash amounting to $4.7 million held in companies co-owned with York Capital), which coupled with the $254.7 million of undrawn funds from our three hunting license facilities, amounts to $557.8 million.
(1)Adjusted Net Income available to common stockholders and respective per share figures are non- GAAP measures and should not be used in isolation or as substitutes for Costamare’s financial results presented in accordance with U.S. generally accepted accounting principles (“GAAP”). For the definition and reconciliation of these measures to the most directly comparable financial measure calculated and presented in accordance with GAAP, please refer to Exhibit I.
NEW BUSINESS DEVELOPMENTS
A. New charter agreements(2)
• The Company has chartered in total 5 containerships since last quarter. Below is an illustrative list of some of the latest fixtures:
o -Charter of the 2006-built, 5,642 TEU containership Glen Canyon with ZIM for a period of 39 to 42 months at charterers’ option, which will commence during the period from February 10, 2022 to April 10, 2022, at a daily rate of $62,500.
o -Extend the charter of the 2004-built, 2,586 TEU containership Lakonia with COSCO for a period of 35 to 36 months at charterers’ option starting from April 24, 2022, at a daily rate of $26,500. Current daily rate is $17,300.
o -Extend the charter of the 2000-built, 2,474 TEU containership Areopolis with COSCO for a period of 35 to 36 months at charterers’ option starting from May 3, 2022, at a daily rate of $26,500. Current daily rate is $17,300.
• The Company has chartered in total 18 dry bulk vessels since last quarter. Below is an illustrative list of some of the latest fixtures:
o -Charter of the 2012-built, 37,019 dwt dry bulk vessel Discovery for a period expiring in November 2021, at a daily rate of $47,000.
o -Charter of the 2008-built, 56,557 dwt dry bulk vessel Clara for a period expiring in November 2021, at a daily rate of $47,000.
o -Charter of the 2011-built, 57,937 dwt dry bulk vessel Curacao for a period expiring in December 2021, at a daily rate of $39,000.
o -Charter of the 2012 built, 83,478 dwt dry bulk vessel Aeolian for a period expiring in December 2021, at a daily rate of $39,000.
o -Charter of the 2012-built, 56,670 dwt dry bulk vessel Merida for a period expiring in November 2021, at a daily rate of $42,000.
o -Charter of the 2016-built, 63,553 dwt dry bulk vessel Seabird for a period expiring in November 2021, at a daily rate of $40,750.
o -Charter of the 2010-built, 34,426 dwt dry bulk vessel Manzanillo for a period expiring in November 2021, at a daily rate of $48,750.
o -Charter of the 2012-built, 81,541 dwt dry bulk vessel Farmer for a period expiring in December 2021, at a daily rate of $38,300.
(2)Please refer to Fleet List tables for additional information on vessels employment details.
B.New Financing Agreements
• In September 2021, we signed a hunting license facility agreement with a leading European financial institution for an amount of up to $150 million for the purposes of financing the acquisition cost of dry bulk vessels. The new facility will be repayable up to July 2022.
C.Dividend announcements
• On October 1, 2021, we declared a dividend for the quarter ended September 30, 2021, of $0.115 per share on our common stock, which will be paid on November 5, 2021, to stockholders of record of common stock as of October 20, 2021.
• On October 1, 2021, we declared a dividend of $0.476563 per share on our Series B Preferred Stock, a dividend of $0.531250 per share on our Series C Preferred Stock, a dividend of $0.546875 per share on our Series D Preferred Stock and a dividend of $0.554688 per share on our Series E Preferred Stock, which were all paid on October 15, 2021 to holders of record as of October 14, 2021.
Mr. Gregory Zikos, Chief Financial Officer of Costamare Inc., commented:
“The container market rebound that began in the second half of last year is continuing, drawing strength from favorable supply and demand dynamics. The availability of containerships in the market has been stretched thin due to high cargo volumes and strong tonnage demand, that has been exacerbated by port congestion and an overall shortage of equipment.
All our containerships chartered during the quarter have been fixed at increasingly high levels of hire.
On the dry bulk side, we took delivery of 20 additional vessels, bringing the number of dry bulk vessels that have been delivered to us to 34. The remaining 3 ships are expected to be delivered by year-end. All our dry bulk vessels are employed in the spot market, yielding very healthy returns.
Contracted revenues have reached US$ 3.3 billion and the average time charter duration for our containership fleet stands at more than four years. We have 9 containerships coming off charter by the end of next year and 37 dry bulk vessels operating in the spot market, favorably positioning our company should the currently strong market conditions continue.”
Non-GAAP Measures
The Company reports its financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures used in managing the business may provide users of these financial measures additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain items that impact the overall comparability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. The tables below set out supplemental financial data and corresponding reconciliations to GAAP financial measures for the three and the nine-month periods ended September 30, 2021 and 2020. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, voyage revenue or net income as determined in accordance with GAAP. Non-GAAP financial measures include (i) Voyage revenue adjusted on a cash basis (reconciled above), (ii) Adjusted Net Income available to common stockholders and (iii) Adjusted Earnings per Share.
Exhibit I
Reconciliation of Net Income to Adjusted Net Income available to common stockholders and Adjusted Earnings per Share Adjusted Net Income available to common stockholders and Adjusted Earnings per Share represent Net Income after earnings allocated to preferred stock and gain on retirement of preferred stock, but before non-cash “Accrued charter revenue” recorded under charters with escalating charter rates, realized (gain)/loss on Euro/USD forward contracts, vessels’ impairment loss, (gain)/loss on sale / disposal of vessels, net, loss on vessels held for sale, gain on sale / disposal of vessel by a jointly owned company with York included in equity gain on investments, fair value measurement of equity securities / change in fair value of equity securities, swap’s breakage costs, non-recurring, non-cash write-off of loan deferred financing costs, general and administrative expenses – non-cash component, non-cash changes in fair value of derivatives and other non-recurring, non-cash items. “Accrued charter revenue” is attributed to the timing difference between the revenue recognition and the cash collection. However, Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are not recognized measurements under U.S. GAAP. We believe that the presentation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful to investors because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We also believe that Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful in evaluating our ability to service additional debt and make capital expenditures. In addition, we believe that Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful in evaluating our operating performance and liquidity position compared to that of other companies in our industry because the calculation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share generally eliminates the effects of the accounting effects of capital expenditures and acquisitions, certain hedging instruments and other accounting treatments, items which may vary for different companies for reasons unrelated to overall operating performance and liquidity. In evaluating Adjusted Net Income available to common stockholders and Adjusted Earnings per Share, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
(1) Items to consider for comparability include gains and charges. Gains positively impacting Net Income available to common stockholders are reflected as deductions to Adjusted Net Income available to common stockholders. Charges negatively impacting Net Income available to common stockholders are reflected as increases to Adjusted Net Income available to common stockholders.
Results of Operations
Three-month period ended September 30, 2021 compared to the three-month period ended September 30, 2020 During the three-month periods ended September 30, 2021 and 2020, we had an average of 91.7 and 59.5 vessels, respectively, in our fleet.
In the three-month period ended September 30, 2021, we accepted delivery of the secondhand container vessel Gialova with a TEU capacity of 4,578 and we sold the container vessel Venetiko with a TEU capacity of 5,928. Furthermore, during the three-month period ended September 30, 2021, we accepted delivery of 27 secondhand dry bulk vessels (Eracle, Peace, Bernis, Sauvan, Verity, Pride, Alliance, Manzanillo, Dawn, Acuity, Seabird, Discovery, Aeolian, Comity, Clara, Serena, Merida, Progress, Miner, Parity, Uruguay, Resource, Konstantinos, Taibo, Thunder, Athena and Farmer) with an aggregate DWT of 1,337,162.
In the three-month period ended September 30, 2020, we accepted delivery of the newbuild container vessels YM Triumph, YM Truth and YM Totality with an aggregate TEU capacity of 38,070 and the secondhand container vessel Scorpius (ex. JPO Scorpius) with a TEU capacity of 2,572. Additionally, we sold the container vessels Kawasaki, Kokura and Zagora with an aggregate TEU capacity of 15,968.
In the three-month periods ended September 30, 2021 and 2020, our fleet ownership days totaled 8,434 and 5,478 days, respectively. Ownership days are one of the primary drivers of voyage revenue and vessels’ operating expenses and represent the aggregate number of days in a period during which each vessel in our fleet is owned.
Consolidated Financial Results and vessels’ operational data
(1) Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. generally accepted accounting principles (“GAAP”). Refer to “Financial Summary” above for the reconciliation of Voyage revenue adjusted on a cash basis.
Voyage Revenue
Voyage revenue increased by 100.4%, or $108.3 million, to $216.2 million during the three- month period ended September 30, 2021, from $107.9 million during the three-month period ended September 30, 2020. The increase is mainly attributable to (i) revenue earned by five container vessels acquired during the second half of 2020 as well as the 16 container vessels and 26 dry bulk vessels acquired during the nine-month period ended September 30, 2021 and (ii) increased charter rates in certain of our container vessels, partly off-set by revenue not earned by two container vessels sold during the second half of 2020 and three container vessels sold during the nine-month period ended September 30, 2021.
Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”) increased by 87.0%, or $101.0 million, to $217.1 million during the three-month period ended September 30, 2021, from $116.1 million during the three-month period ended September 30, 2020. Accrued charter revenue for the three-month periods ended September 30, 2021 and 2020 was a positive amount of $1.0 million and $8.2 million, respectively.
Voyage Expenses
Voyage expenses were $4.4 million and $2.4 million for the three-month periods ended September 30, 2021 and 2020, respectively. Voyage expenses mainly include (i) off-hire expenses of our vessels, primarily related to fuel consumption and (ii) third party commissions
Voyage Expenses – related parties
Voyage expenses – related parties were $3.0 million and $1.6 million for the three-month periods ended September 30, 2021 and 2020, respectively. Voyage expenses – related parties represent (i) fees of 1.25% in the aggregate on voyage revenues charged by a related manager and a service provider and (ii) charter brokerage fees (in respect of our container vessels) payable to two related charter brokerage companies for an amount of approximately $0.3 million and $0.3 million, in the aggregate, for the three- month periods ended September 30, 2021 and 2020, respectively.
Vessels’ Operating Expenses
Vessels’ operating expenses, which also include the realized gain under derivative contracts entered into in relation to foreign currency exposure, were $49.7 million and $30.2 million during the three-month periods ended September 30, 2021 and 2020, respectively. Daily vessels’ operating expenses were $5,895 and $5,520 for the three-month periods ended September 30, 2021 and 2020, respectively. The increase in the daily operating expenses over the two quarters is mainly attributed to increased one- time predelivery expenses for the acquisition of dry bulk vessels and increased crew costs related to Covid- 19 pandemic measures. Daily operating expenses are calculated as vessels’ operating expenses for the period over the ownership days of the period.
General and Administrative Expenses
General and administrative expenses were $2.3 million and $1.5 million during the three-month periods ended September 30, 2021 and 2020, respectively, and both include $0.63 million paid to a related manager.
Management Fees – related parties
Management fees paid to our related party managers were $8.2 million and $5.5 million during the three-month periods ended September 30, 2021 and 2020, respectively.
General and Administrative Expenses – non-cash component
General and administrative expenses – non-cash component for the three-month period ended September 30, 2021 amounted to $2.3 million, representing the value of the shares issued to a related party manager on September 30, 2021. General and administrative expenses – non-cash component for the three- month period ended September 30, 2020 amounted to $0.9 million, representing the value of the shares issued to a related party manager on September 30, 2020.
Amortization of Dry-Docking and Special Survey
Amortization of deferred dry-docking and special survey costs was $2.7 million and $2.2 million during the three-month periods ended September 30, 2021 and 2020, respectively. During the three-month period ended September 30, 2021, two vessels underwent and completed their dry-docking and special survey and three vessels were in the process of completing their dry-docking and special survey. During the three-month period ended September 30, 2020, two vessels underwent and completed their dry- docking and special survey.
Depreciation
Depreciation expense for the three-month periods ended September 30, 2021 and 2020 was $37.3 million and $25.9 million, respectively.
Gain / (loss) on Sale / Disposal of Vessels
During the three-month period ended September 30, 2021, we recorded a gain of $16.5 million from the sale of the container vessel Venetiko, which was classified as vessel held for sale as at June 30, 2021 (initially classified as vessel held for sale as of March 31, 2021) and an additional gain of $0.2 million from the sale of the container vessel Halifax Express, which was sold in the first half of 2021.
During the three-month period ended September 30, 2020, we recorded an additional loss of $0.4 million, in the aggregate, from the sale of the container vessel Zagora which was classified as vessel held for sale as at December 31, 2019 and from the sale of the container vessels Kawasaki and Kokura which were classified as vessels held for sale as at June 30, 2020.
Loss on Vessels Held for Sale
During the three-month period ended September 30, 2021, the container vessels ZIM New York, and ZIM Shanghai were classified as vessels held for sale (initially classified as vessel held for sale as of June 30, 2021). No loss on vessels held for sale was recorded during the third quarter of 2021, since each vessel’s estimated market value exceeded each vessel’s carrying value
Interest Income
Interest income amounted to $0.1 million and $0.3 million for the three-month periods ended September 30, 2021 and 2020, respectively.
Interest and Finance Costs
Interest and finance costs were $24.2 million and $16.1 million during the three-month periods ended September 30, 2021 and 2020, respectively. The increase is mainly attributable to the increased average loan balances during the three-month period ended September 30, 2021 compared to the three- month period ended September 30, 2020, partly off-set by decreased financing cost during the three-month period ended September 30, 2021 compared to the three-month period ended September 30, 2020.
Swaps’ Breakage Costs
During the three-month period ended September 30, 2020, we terminated two interest rate derivative instruments that qualified for hedge accounting and we paid the counterparties breakage costs in the amount of $0.006 million in the aggregate.
Change in Fair Value of Equity securities/ Dividend income from investment in equity securities
Change in fair value of equity securities of $7.1 million for the three-month period ended September 30, 2021, represents the difference between the aggregate fair value of 1,221,800 ordinary shares of ZIM that we owned as at September 30, 2021 compared to the fair value of such shares as of June 30, 2021. ZIM completed its initial public offering and listing on the New York Stock Exchange of its ordinary shares on January 27, 2021. Furthermore, in the three-month period ended September 30, 2021 we received a special dividend from ZIM in the amount of $1.8 million.
Income from Equity Method Investments
During the three-month period ended September 30, 2021, we recorded an income from equity method investments of $7.1 million representing our share of the income in jointly owned companies pursuant to the Framework Deed dated May 15, 2013, as amended and restated (the “Framework Deed”), with York. As of September 30, 2021, six companies are jointly owned with York (of which, four companies currently own container vessels). During the three-month period ended September 30, 2020, we recorded an income from equity method investments of $4.0 million relating to investments under the Framework Deed.
Loss on Derivative Instruments
The fair value of our ten interest rate derivative instruments and our two cross currency rate swaps which were outstanding as of September 30, 2021 equates to the amount that would be paid by us or to us should those instruments be terminated. As of September 30, 2021, the fair value of these ten interest rate derivative instruments and two cross currency rate swaps, in aggregate, amounted to a liability of $13.4 million. The change in the fair value of the interest rate derivative instruments and cross currency rate swaps that qualified for hedge accounting is recorded in “Other Comprehensive Income” (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item while the change in the fair value of the interest rate derivatives, representing hedge components excluded from the assessment of effectiveness are recognized currently in earnings and are presented in Gain/(Loss) on Derivative Instruments. The change in the fair value of the interest rate derivative instruments that did not qualify for hedge accounting is recorded in Gain/(Loss) on Derivative Instruments. For the three- month period ended September 30, 2021, a loss of $1.5 million has been included in OCI and a loss of $0.1 million has been included in Loss on derivative instruments in the consolidated statement of income, resulting from the fair market value change of the interest rate derivative instruments during the three- month period ended September 30, 2021.
Net cash flows provided by operating activities for the three-month period ended September 30, 2021, increased by $59.2 million to $125.9 million, from $66.7 million for the three-month period ended September 30, 2020. The increase is mainly attributable to increased cash from operations of $101.0 million, partly off-set by the unfavorable change in working capital position, excluding the current portion of long-term debt and the accrued charter revenue (representing the difference between cash received in that period and revenue recognized on a straight-line basis) of $16.4 million, by the increased payments for interest (including swap payments) of $4.6 million during the three-month period ended September 30, 2021 compared to the three-month period ended September 30, 2020 and by increased dry-docking and special survey costs of $0.8 million during the three-month period ended September 30, 2021 compared to the three-month period ended September 30, 2020.
Net Cash Used in Investing Activities
Net cash used in investing activities was $395.8 million in the three-month period ended September 30, 2021, which mainly consisted of (i) payments for the acquisition of 10 secondhand dry bulk vessels, (ii) settlement payments for the delivery of one container vessel and 15 secondhand dry bulk vessels, (iii) advance payments for the acquisition of five secondhand dry bulk vessels, (iv) payments for the acquisition of the equity interest of sixteen companies (which owned or had committed to acquire dry bulk vessels) owned by our Chairman and Chief Executive Officer, Konstantinos Konstantakopoulos in accordance with the Share and Purchase agreement dated June 14, 2021 (agreed to acquire the equity interest of these companies at cost with no mark-up or premium payable to Mr. Konstantakopoulos or his affiliated entities) and (v) payments for upgrades for certain of our container and dry bulk vessels, partly off-set by proceeds we received from the sale of one container vessel and by return of capital we received from one entity jointly -owned with York pursuant to the Framework Deed.
Net cash used in investing activities was $23.3 million in the three-month period ended September 30, 2020, which mainly consisted of payments for upgrades for certain of our container vessels and payments for the delivery of three newbuild container vessels and one container secondhand vessel, partly off-set by proceeds we received from the sale of three container vessels.
Net Cash Provided by / (Used in) Financing Activities
Net cash provided by financing activities was $219.3 million in the three-month period ended September 30, 2021, which mainly consisted of (a) $240.6 million net proceeds relating to our debt financing agreements (including proceeds of $300.9 million we received from our debt financing agreements), (b) $10.8 million we paid for dividends to holders of our common stock for the second quarter of 2021 and (c) $0.9 million we paid for dividends to holders of our 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”), $2.1 million we paid for dividends to holders of our 8.500% Series C Cumulative Redeemable Perpetual Preferred Stock (“Series C Preferred Stock”), $2.2 million we paid for dividends to holders of our 8.75% Series D Cumulative Redeemable Perpetual Preferred Stock (“Series D Preferred Stock”) and $2.5 million we paid for dividends to holders of our 8.875% Series E Cumulative Redeemable Perpetual Preferred Stock (“Series E Preferred Stock”) for the period from April 15, 2021 to July 14, 2021.
Net cash used in financing activities was $57.2 million in the three-month period ended September 30, 2020, which mainly consisted of (a) $32.7 million net payments relating to our debt financing agreements, (b) $9.3 million we paid for dividends to holders of our common stock for the second quarter of 2020 and (c) $0.9 million we paid for dividends to holders of our 7.625% Series B Preferred Stock, $2.1 million we paid for dividends to holders of our 8.500% Series C Preferred Stock,
$2.2 million we paid for dividends to holders of our 8.75% Series D Preferred Stock and $2.5 million we paid for dividends to holders of our 8.875% Series E Preferred Stock for the period from April 15, 2020 to July 14, 2020.
Nine-month period ended September 30, 2021 compared to the nine-month period ended September 30, 2020
During the nine-month periods ended September 30, 2021 and 2020, we had an average of 75.4 and 59.9 vessels, respectively, in our fleet.
In the nine-month period ended September 30, 2021, (i) we accepted delivery of the newbuild container vessels YM Target and YM Tiptop with an aggregate TEU capacity of 25,380, the secondhand container vessels Aries, Argus, Glen Canyon, Androusa, Norfolk, Porto Cheli, Porto Kagio, Porto Germeno and Gialova with an aggregate TEU capacity of 49,909 and we sold the container vessels Halifax Express, Prosper and Venetiko with an aggregate TEU capacity of 12,322 and (ii) we acquired (a) the 75% equity interest of York Capital Management in each of the 11,010 TEU container vessels Cape Kortia and Cape Sounio and (b) the 51% equity interest of York Capital Management in each of the 11,010 TEU container vessels Cape Tainaro, Cape Artemisio and Cape Akritas and as a result we obtained 100% of the equity interest in each of these five vessels.
Furthermore, in the nine-month period ended September 30, 2021, we acquired all of the equity interest of sixteen companies (which owned or had committed to acquire dry bulk vessels) owned by our Chairman and Chief Executive Officer, Konstantinos Konstantakopoulos. We agreed to acquire these companies from Mr. Konstantakopoulos at cost with no mark-up or premium payable to Mr. Konstantakopoulos or his affiliated entities. Mr. Konstantakopoulos will not receive a profit as a result of the acquisition. Fifteen of the dry bulk vessels (Pegasus, Builder, Adventure, Eracle, Peace, Sauvan, Pride, Alliance, Manzanillo, Acuity, Seabird, Aeolian, Comity, Athena and Farmer) that were part of the acquisition with an aggregate DWT of 850,163, were delivered to us during the nine-month period ended September 30, 2021. In addition, in the nine-month period ended September 30, 2021, we accepted delivery of another fifteen secondhand dry bulk vessels (Bernis, Verity, Dawn, Discovery, Clara, Serena, Merida, Progress, Miner, Parity, Uruguay, Resource, Konstantinos, Taibo and Thunder) with an aggregate DWT of 659,021.
In the nine-month periods ended September 30, 2020, we accepted delivery of the newbuild vessels YM Triumph, YM Truth and YM Totality with an aggregate TEU capacity of 38,070 and the secondhand vessels Virgo (ex. JPO Virgo) and Scorpius (ex. JPO Scorpius) with a TEU capacity of 6,830; and we sold the vessels Neapolis, Kawasaki, Kokura and Zagora with an aggregate TEU capacity of 17,613.
In the nine-month periods ended September 30, 2021 and 2020, our fleet ownership days totaled 20,583 and 16,413 days, respectively. Ownership days are one of the primary drivers of voyage revenue and vessels’ operating expenses and represent the aggregate number of days in a period during which each vessel in our fleet is owned.
Consolidated Financial Results and vessels’ operational data
Voyage revenue increased by 49.4%, or $168.5 million, to $509.7 million during the nine-month period ended September 30, 2021, from $341.2 million during the nine-month period ended September 30, 2020. The increase is mainly attributable to (i) revenue earned by five container vessels acquired during the second half of 2020 as well as the 16 container vessels and 26 dry bulk vessels acquired during the nine-month period ended September 30, 2021, (ii) increased charter rates in certain of our container vessels during the nine-month period ended September 30, 2021 compared to the nine-month period ended September 30, 2020, partly off-set by revenue not earned by five container vessels sold during the year ended December 31, 2020 and three container vessels sold during the nine-month period ended September 30, 2021.
Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”), increased by 43.4%, or $155.1 million, to $512.4 million during the nine-month period ended September
30, 2021, from $357.3 million during the nine-month period ended September 30, 2020. Accrued charter revenue for the nine-month periods ended September 30, 2021 and 2020 was a positive amount of $3.2 million and $15.9 million, respectively.
Voyage Expenses
Voyage expenses were $7.5 million and $6.4 million for the nine-month periods ended September 30, 2021 and 2020, respectively.
Voyage expenses mainly include (i) off-hire expenses of our vessels, primarily related to fuel consumption and (ii) third party commissions.
Voyage Expenses – related parties
Voyage expenses – related parties were $7.3 million and $4.7 million for the nine-month periods ended September 30, 2021 and 2020, respectively. Voyage expenses – related parties represent (i) fees of 1.25% in the aggregate on voyage revenues charged by a related manager and a service provider and (ii) charter brokerage fees (in respect of our container vessels) payable to two related charter brokerage companies for an amount of approximately $0.9 million and $0.5 million, in the aggregate, for the nine- month periods ended September 30, 2021 and 2020, respectively.
Vessels’ Operating Expenses
Vessels’ operating expenses, which also include the realized gain under derivative contracts entered into in relation to foreign currency exposure, were $119.3 million and $85.0 million during the nine-month periods ended September 30, 2021 and 2020, respectively. Daily vessels’ operating expenses were $5,797 and $5,179 for the nine-month periods ended September 30, 2021 and 2020, respectively. The increase in the daily operating expenses over the two nine-month periods is mainly attributed to increased one-time predelivery expenses for the acquisition of dry bulk vessels and increased crew costs related to Covid-19 pandemic measures. Daily operating expenses are calculated as vessels’ operating expenses for the period over the ownership days of the period.
General and Administrative Expenses
General and administrative expenses were $6.0 million and $5.3 million during the nine-month periods ended September 30, 2021 and 2020, respectively, and both include $1.9 million paid to a related manager.
Management Fees – related parties
Management fees paid to our related party managers were $19.9 million and $16.0 million during the nine-month periods ended September 30, 2021 and 2020, respectively.
General and Administrative Expenses – non-cash component
General and administrative expenses – non-cash component for the nine-month period ended September 30, 2021 amounted to $5.5 million, representing the value of the shares issued to a related party manager on March 31, 2021, on June 30, 2021 and September 30, 2021. General and administrative expenses – non-cash component for the nine-month period ended September 30, 2020 amounted to $2.4 million, representing the value of the shares issued to a related party manager on March 30, 2020, June 30, 2020 and September 30, 2020.
Amortization of Dry-Docking and Special Survey
Amortization of deferred dry-docking and special survey costs was $7.6 million and $6.8 million during the nine-month periods ended September 30, 2021 and 2020, respectively. During the nine-month period ended September 30, 2021, 11 vessels underwent and completed their dry-docking and special survey and three vessels were in the process of completing their dry-docking and special survey. During the nine-month period ended September 30, 2020, nine vessels underwent and completed their dry- docking and special survey.
Depreciation
Depreciation expense for the nine-month periods ended September 30, 2021 and 2020 was $96.0 million and $81.6 million, respectively.
Gain / (loss) on Sale / Disposal of Vessels, net
During the nine-month period ended September 30, 2021, we recorded a net gain of $18.1 million from the sale of the container vessels Prosper (asset held for sale as at March 31, 2021), Halifax Express (asset held for sale as at December 31, 2020) and Venetiko (asset held for sale as at March 31, 2021 and June 30, 2021). During the nine-month period ended September 30, 2020, we recorded an aggregate net
loss of $65.3 million from the sale of the container vessels Kawasaki, Kokura, Neapolis and Zagora. Neapolis and Zagora were classified as assets held for sale as at December 31, 2019.
Loss on vessels held for sale
During the nine-month period ended September 30, 2021, the container vessels ZIM New York and ZIM Shanghai were classified as vessels held for sale (initially classified as vessels’ held for sale on June 30, 2021). No loss on vessels held for sale was recorded during the nine-month period ended September 30, 2021, since each vessel’s estimated market value exceeded each vessel’s carrying value.
During the nine-month period ended September 30, 2020, we recorded a loss on vessels held for sale of
$14.4 million representing the expected loss from sale of the container vessel Singapore Express during the next twelve-month period.
Vessels’ impairment loss
During the nine-month period ended September 30, 2021 no impairment loss was recorded. During the nine-month period ended September 30, 2020, we recorded an impairment loss in relation to five of our container vessels in the amount of $31.6 million, in the aggregate.
Interest Income
Interest income amounted to $1.6 million and $1.5 million for the nine-month periods ended September 30, 2021 and 2020, respectively.
Interest and Finance Costs
Interest and finance costs were $60.8 million and $51.5 million during the nine-month periods ended September 30, 2021 and 2020, respectively. The increase is mainly attributable to the increased average loan balances during the nine-month period ended September 30, 2021 compared to the nine- month period ended September 30, 2020, partly off-set by the decreased financing cost during the nine- month period ended September 30, 2021 compared to the nine-month period ended September 30, 2020.
Swaps’ Breakage Costs
During the nine-month period ended September 30, 2020, we terminated two interest rate derivative instruments that qualified for hedge accounting and we paid the counterparties breakage costs in the amount of $0.006 million in the aggregate.
Fair value measurement of equity securities / Dividend income from investment in equity securities
Fair value measurement of equity securities of $58.1 million for the nine-month period ended September 30, 2021, represents the difference between the aggregate fair value of 1,221,800 ordinary shares of ZIM that we owned as at September 30, 2021 of $61.9 million compared to the book value of these shares of $3.8 million as of December 31, 2020. ZIM completed its initial public offering and listing on the New York Stock Exchange of its ordinary shares on January 27, 2021. Furthermore, in the nine- month period ended September 30, 2021, we received a special dividend from ZIM in the amount of $1.8 million.
Income from Equity Method Investments
During the nine-month period ended September 30, 2021, we recorded an income from equity method investments of $12.0 million representing our share of the income in jointly owned companies pursuant to the Framework Deed dated May 15, 2013, as amended and restated (the “Framework Deed”), with York. Since late March 2021, we have held 100% of the equity interest in five previously jointly owned companies with York, and since then these five companies are consolidated in our consolidated financial statements. As of September 30, 2021, six companies are jointly owned with York (of which, four companies currently own container vessels). During the nine-month period ended September 30, 2020, we recorded an income from equity method investments of $12.2 million relating to investments under the Framework Deed.
Loss on Derivative Instruments
The fair value of our ten interest rate derivative instruments and our two cross currency rate swaps which were outstanding as of September 30, 2021 equates to the amount that would be paid by us or to us should those instruments be terminated. As of September 30, 2021, the fair value of these twelve derivative instruments, in aggregate, amounted to a liability of $13.4 million. The change in the fair value of the interest rate derivative instruments and cross currency rate swaps that qualified for hedge accounting is recorded in “Other Comprehensive Income” (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item while the change in the fair value of the interest rate derivatives representing hedge components excluded from the assessment of effectiveness are recognized currently in earnings and are presented in Gain/(Loss) on Derivative Instruments. The change in the fair value of the interest rate derivative instruments that did not qualify for hedge accounting is recorded in Gain/(Loss) on Derivative Instruments. For the nine-month period ended September 30, 2021, a loss of $0.6 million has been included in OCI and a loss of $0.3 million has been included in Loss on derivative instruments in the consolidated statement of income, resulting from the fair market value change of the interest rate derivative instruments during the nine-month period ended September 30, 2021.
Net Cash Provided by Operating Activities
Net cash flows provided by operating activities for the nine-month period ended September 30, 2021, increased by $95.2 million to $301.1 million, from $205.9 million for the nine-month period ended September 30, 2020. The increase is mainly attributable to increased cash from operations of $155.2 million, partly off-set by the unfavorable change in working capital position, excluding the current portion of long-term debt and the accrued charter revenue (representing the difference between cash received in that period and revenue recognized on a straight-line basis) of $7.8 million, by the increased payments for interest (including swap payments) of $5.9 million during the nine-month period ended September 30, 2021 compared to the nine-month period ended September 30, 2020 and by the increased dry-docking and special survey costs of $3.3 million during the nine-month period ended September 30, 2021 compared to the nine-month period ended September 30, 2020.
Net Cash Provided Used in Investing Activities
Net cash used in investing activities was $677.2 million in the nine-month period ended September 30, 2021, which mainly consisted of (i) net payments for the acquisition of the 75% equity interest in two companies and of the 51% equity interest in three companies, previously jointly owned with York pursuant to the Framework Deed, (ii) payments for the delivery of two newbuild container vessels, nine secondhand container vessels and 28 dry bulk vessels, (iii) advance payments for the acquisition of one secondhand container vessel and six secondhand dry bulk vessels (iv) payments for the acquisition of the equity interest of sixteen companies (which owned or had committed to acquire dry bulk vessels) owned by our Chairman and Chief Executive Officer, Konstantinos Konstantakopoulos in accordance with the Share and Purchase agreement dated June 14, 2021 (agreed to acquire the equity interest of these companies at cost with no mark-up or premium payable to Mr. Konstantakopoulos or his affiliated entities) and (v) payments for upgrades for certain of our container and dry bulk vessels, partly off-set by proceeds we received from the sale of three container vessels and by return of capital we received from one entity jointly -owned with York pursuant to the Framework Deed.
Net cash used in investing activities was $21.7 million in the nine-month period ended September 30, 2020, which mainly consisted of payments for upgrades for certain of our container vessels and payments for the delivery of three newbuild container vessels and two second hand container vessels, partly off-set by proceeds we received from the sale of four of our container vessels and by return of capital we received from nine entities jointly -owned with York pursuant to the Framework Deed.
Net Cash Provided by / (Used in) Financing Activities
Net cash provided by financing activities was $482.6 million in the nine-month period ended September 30, 2021, which mainly consisted of (a) $550.0 million net proceeds relating to our debt financing agreements (including proceeds we received (i) from the issuance of €100.0 million unsecured bond on the Athens Exchange and (ii) from our debt financing agreements of an amount of $944.0 million),
(b) $29.6 million we paid for dividends to holders of our common stock for the fourth quarter of 2020, the first quarter of 2021 and the second quarter of 2021 and (c) $2.8 million we paid for dividends to holders of our Series B Preferred Stock, $6.3 million we paid for dividends to holders of our Series C Preferred Stock, $6.6 million we paid for dividends to holders of our Series D Preferred Stock and $7.5 million we paid for dividends to holders of our Series E Preferred Stock for the periods from October 15, 2020 to January 14, 2021, January 15, 2021 to April 14, 2021 and April 15, 2021 to July 14, 2021.
Net cash used in financing activities was $192.7 million in the nine-month period ended September 30, 2020, which mainly consisted of (a) $133.2 million net payments relating to our debt financing agreements, (b) $25.2 million we paid for dividends to holders of our common stock for the fourth quarter of 2019, the first quarter of 2020 and the second quarter of 2020 and (c) $2.8 million we paid for dividends to holders of our 7.625% Series B Preferred Stock, $6.3 million we paid for dividends to holders of our 8.500% Series C Preferred Stock, $6.6 million we paid for dividends to holders of our 8.75% Series D Preferred Stock and $7.5 million we paid for dividends to holders of our 8.875% Series E Preferred Stock for the period from October 15, 2019 to January 14, 2020, January 15, 2020 to April 14,
2020 and April 15, 2020 to July 14, 2020.
Liquidity and Unencumbered Vessels
Cash and cash equivalents
As of September 30, 2021, we had a total cash liquidity of $298.4 million, consisting of cash, cash equivalents and restricted cash.
Debt-free vessels
As of October 26, 2021, the following vessels were free of debt.
Source: Costamare Inc.