EX-99.2 3 exh99_2.htm EXHIBIT 99.2 exh99_2.htm
 


Exhibit 99.2
 
Financial Report
 
Results of Operations
 
Three-month period ended December 31, 2014, compared to the three-month period ended December 31, 2013
 
During the three-month periods ended December 31, 2014 and 2013, we had an average of 54.2 and 51.6 vessels, respectively, in our fleet. In the three-month period ended December 31, 2014, we accepted delivery of the secondhand containership Lakonia with a TEU capacity of 2,586. In the three-month period ended December 31, 2013, we accepted delivery of the newbuild vessel Vantage with a TEU capacity of 8,827. In the three-month periods ended December 31, 2014 and 2013, our fleet ownership days totaled 4,982 and 4,746 days, respectively. Ownership days, in combination with the level of daily charter hire that our vessels earn under time charters, are 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.
 
(Expressed in millions of U.S. dollars, except percentages)
  Three-month period ended December 31,  
Change
   
Percentage
Change
 
 
2013
   
2014
 
       
                         
Voyage revenue
  $ 112.5     $ 120.9     $ 8.4       7.5 %
Voyage expenses
    (1.0 )     (1.0 )     -       -  
Voyage expenses – related parties
    (0.9 )     (0.9 )     -       -  
Vessels’ operating expenses
    (30.1 )     (30.5 )     0.4       1.3 %
General and administrative expenses
    (5.2 )     (3.2 )     (2.0 )     (38.5 %)
Management fees – related parties
    (4.2 )     (4.3 )     0.1       2.4 %
Amortization of dry-docking and special survey costs
    (1.9 )     (2.2 )     0.3       15.8 %
Depreciation
    (24.8 )     (26.9 )     2.1       8.5 %
Amortization of prepaid lease rentals
    -       (1.3 )     1.3       100.0 %
Foreign exchange gains / (losses)
    (0.1 )     0.1       0.2       200.0 %
Interest income
    0.1       0.3       0.2       200.0 %
Interest and finance costs
    (17.6 )     (20.0 )     2.4       13.6 %
Equity gain / (loss) on investments
    0.4       (1.2 )     (1.6 )     (400.0 %)
Other, net
    -       0.5       0.5       100.0 %
Gain / (Loss) on derivative instruments
    (0.3 )     0.5       0.8       266.7 %
Net Income
  $ 26.9     $ 30.8                  
 
 
(Expressed in millions of U.S. dollars, except percentages)
  Three-month period ended December 31,  
Change
   
Percentage
Change
 
 
2013
   
2014
 
                         
Voyage revenue
  $ 112.5     $ 120.9     $ 8.4       7.5 %
Accrued charter revenue
    4.3       0.8       (3.5 )     (81.4 %)
Voyage revenue adjusted on a cash basis
  $ 116.8     $ 121.7     $ 4.9       4.2 %
 
 
Vessels operational data
  Three-month period ended December 31,        
Percentage
Change
 
 
2013
   
2014
   
Change
 
                         
Average number of vessels
    51.6       54.2       2.6       5.0 %
Ownership days
    4,746       4,982       236       5.0 %
Number of vessels under dry-docking
    1       6       5                
 
 
 
1

 
 
 
Voyage Revenue
 
Voyage revenue increased by 7.5%, or $8.4 million, to $120.9 million during the three-month period ended December 31, 2014, from $112.5 million during the three-month period ended December 31, 2013. This increase was mainly due to: (i) revenue earned by the one and three newbuild vessels delivered to us during the three-month period ended December 31, 2013 and the six-month period ended June 30, 2014, respectively; partly offset by, (ii) decreased charter rates in certain of our vessels during the three-month period ended December 31, 2014, compared to the three-month period ended December 31, 2013, (iii) the increased off hire days during the three-month period ended December 31, 2014 compared to the three-month period ended December 31, 2013 and (iv) revenues not earned by three vessels sold for scrap during the year ended December 31, 2014.
 
 Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”), increased by 4.2%, or $4.9 million, to $121.7 million during the three-month period ended December 31, 2014, from $116.8 million during the three-month period ended December 31, 2013. This increase was mainly due to: (i) revenue earned by the one and three newbuild vessels delivered to us during the three-month period ended December 31, 2013 and the six-month period ended June 30, 2014, respectively; partly offset by, (ii) decreased charter rates in certain of our vessels during the three-month period ended December 31, 2014, compared to the three-month period ended December 31, 2013, (iii) the increased off hire days during the three-month period ended December 31, 2014 compared to the three-month period ended December 31, 2013 and (iv) revenues not earned by three vessels sold for scrap during the year ended December 31, 2014.
 
Voyage Expenses
 
Voyage expenses were $1.0 million, during the three-month period ended December 31, 2014, and $1.0 million during the three-month period ended December 31, 2013. Voyage expenses mainly include (i) off-hire expenses of our vessels, mainly related to fuel consumption and (ii) third party commissions.
 
Voyage Expenses – related parties
 
Voyage expenses – related parties in the amount of $0.9 million during the three-month period ended December 31, 2014 and in the amount of $0.9 million during the three-month period ended December 31, 2013, represent fees of 0.75% on voyage revenues charged to us by Costamare Shipping Company S.A. as provided under our group management agreement.
 
Vessels’ Operating Expenses
 
Vessels’ operating expenses, which also includes the realized gain / (loss) under derivative contracts entered into in relation to foreign currency exposure, increased by 1.3%, or $0.4 million, to $30.5 million during the three-month period ended December 31, 2014, from $30.1 million during the three-month period ended December 31, 2013. The increase was mainly attributable to the increased ownership days of our vessels during the three-month period ended December 31, 2014, compared to the three-month period ended December 31, 2013.
 
General and Administrative Expenses
 
General and administrative expenses decreased by 38.5%, or $2.0 million, to $3.2 million during the three-month period ended December 31, 2014, from $5.2 million during the three-month period ended December 31, 2013.  General and administrative expenses for the three-month periods ended December 31, 2014 and 2013, included $0.25 million in each period for the services of the Company’s officers in aggregate charged to us by Costamare Shipping Company S.A. as provided under our group management agreement.      
 
Management Fees – related parties
 
Management fees paid to our managers increased by 2.4%, or $0.1 million, to $4.3 million during the three-month period ended December 31, 2014, from $4.2 million during the three-month period ended December 31, 2013. The increase was primarily attributable to: (i) the upward adjustment by 4% of the management fee for each vessel (effective January 1, 2014), as provided under our group management agreement, and (ii) the increased average number of vessels during the three-month period ended December 31, 2014, compared to the three-month period ended December 31, 2013.
 
 
 
2

 

 
Amortization of Dry-docking and Special Survey Costs
 
Amortization of deferred dry-docking and special survey costs was $2.2 million for the three-month period ended December 31, 2014 and $1.9 million for the three-month period ended December 31, 2013. During the three-month period ended December 31, 2014, eight vessels (two of which were in progress as at September 30, 2014) completed their respective works. During the three-month period ended December 31, 2013, one vessel underwent and completed her special survey.
 
Depreciation
 
Depreciation expense increased by 8.5%, or $2.1 million, to $26.9 million during the three-month period ended December 31, 2014, from $24.8 million during the three-month period ended December 31, 2013. The increase was mainly attributable to the depreciation expense charged for the one newbuild vessel delivered to us during the three-month period ended December 31, 2013 and for the three newbuild vessels delivered to us during the six-month period ended June 30, 2014, partly offset by the depreciation expense not charged for the three vessels sold for scrap during year ended December 31, 2014.
 
Amortization of Prepaid lease rentals
 
The amount of $1.3 million relates to the amortization of the prepaid lease rentals during the three-month period ended December 31, 2014.
 
Interest Income
 
Interest income for the three-month periods ended December 31, 2014 and 2013, amounted to $0.3 million and $0.1 million, respectively.
 
Interest and Finance Costs
 
Interest and finance costs increased by 13.6%, or $2.4 million, to $20.0 million during the three-month period ended December 31, 2014, from $17.6 million during the three-month period ended December 31, 2013. The increase was mainly attributable to the increased interest expense for the loan facilities of the one and three newbuild vessels which were delivered to us during the three-month period ended December 31, 2013 and the six-month period ended June 30, 2014, respectively.
 
Equity Gain / (Loss) on Investments
 
The equity gain / (loss) on investments represents our share of the net results of fourteen jointly owned companies pursuant to the Framework Agreement with York. We hold a range of 25% to 49% of the capital stock of these companies. The equity gain / (loss) on investments was $1.2 million (loss) and $0.4 million (gain) for the three-month periods ended December 31, 2014 and 2013, respectively. The difference is mainly attributed to our share of $1.2 million in an unrealized loss deriving from a swap option agreement entered into by a jointly owned company.
 
Gain / (Loss) on Derivative Instruments
 
The fair value of our 22 interest rate derivative instruments which were outstanding as of December 31, 2014, equates to the amount that would be paid by us or to us should those instruments be terminated. As of December 31, 2014, the fair value of these 22 interest rate derivative instruments in aggregate amounted to a liability of $73.9 million. The effective portion of the change in the fair value of the interest rate derivative instruments that qualified for hedge accounting is recorded in “Other Comprehensive Income” (“OCI”) while the ineffective portion is recorded in the consolidated statements of income. The change in the fair value of the interest rate derivative instruments that did not qualify for hedge accounting is recorded in the consolidated statement of income.  For the three-month period ended December 31, 2014, a net loss of $5.0 million has been included in OCI and a net gain of $1.0 million has been included in Gain / (Loss) on derivative instruments in the consolidated statement of income, resulting from the fair market value change of the interest rate derivative instruments during the three-month period ended December 31, 2014.

 
 
3

 

 
Cash Flows
 
Three-month periods ended December 31, 2014 and 2013
 
Condensed cash flows
 
Three-month period ended
December 31,
 
(Expressed in millions of U.S. dollars)
 
2013
   
2014
 
Net Cash Provided by Operating Activities
  $ 57.8     $ 62.5  
Net Cash Used in  Investing Activities
  $ (107.9 )   $ (10.1 )
Net Cash Provided by / (Used in) Financing Activities
  $ 23.1     $ (77.9 )
 
Net Cash Provided by Operating Activities
 
Net cash flows provided by operating activities for the three-month period ended December 31, 2014, increased by $4.7 million to $62.5 million, compared to $57.8 million for the three-month period ended December 31, 2013.  The increase was primarily attributable to: (a) increased cash from operations of $4.9 million due to cash generated from the employment of the one and three newbuild vessels delivered to us during the three-month period ended December 31, 2013 and the six-month period ended June 30, 2014, respectively, (b) the favorable change in the 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 $6.7 million and (c) the decreased payments for interest (including swap payments) during the period of $0.2 million; partly offset by the increased payments for dry-dockings during the period of $5.7 million.
 
Net Cash Used in Investing Activities
 
Net cash used in investing activities was $10.1 million in the three-month period ended December 31, 2014, which mainly consisted of: (a) $1.7 million payments (net of $26.3 million we received as dividend distributions) associated with the equity investments pursuant to the Framework Agreement with York, which range from 25% to 49% in jointly-owned companies, and (b) $8.4 million in payments primarily for the acquisition of one secondhand vessel.
 
Net cash used in investing activities was $107.9 million in the three-month period ended December 31, 2013, which primarily consisted of $108.1 million advance payments for the construction and purchase of three newbuild vessels.
 
Net Cash Provided By / (Used in) Financing Activities
 
Net cash used in financing activities was $77.9 million in the three-month period ended December 31, 2014, which mainly consisted of: (a) $46.9 million of indebtedness that we repaid, (b) $3.2 million we repaid relating to our sale and leaseback agreements, (c) $20.9 million we paid for dividends to holders of our common stock for the second quarter of 2014, and (d) $1.0 million we paid for dividends  to holders of our 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (the “Series B Preferred Stock”) and $2.1 million we paid for dividends to holders of our 8.500% Series C Cumulative Redeemable Perpetual Preferred Stock (the “Series C Preferred Stock”), in both cases for the period from July 15, 2014 to October 14, 2014.
 
Net cash provided by financing activities was $23.1 million in the three-month period ended December 31, 2013, which mainly consisted of (a) $43.2 million of indebtedness that we repaid, (b) $91.5 million we drew down from two of our credit facilities (c) $20.2 million we paid for dividends to our stockholders for the third quarter of 2013 and (d) $0.7 million we paid for dividends  to holders of our 7.625% Series B Cumulative Redeemable Perpetual Preferred Shares for the period from August 6, 2013 to October 14, 2014.

 
 
4

 

 
Results of Operations
 
Year ended December 31, 2014, compared to the year ended December 31, 2013
 
During the year ended December 31, 2014 and 2013, we had an average of 54.5 and 49.6 vessels, respectively, in our fleet. In the year ended December 31, 2014, we accepted delivery of the newbuild vessels MSC Azov, MSC Ajaccio and MSC Amalfi with an aggregate TEU capacity of 28,209 and the secondhand vessels Neapolis,Areopolis and Lakonia with an aggregate TEU capacity of 6,705 and we sold the vessels Konstantina, MSC Kyoto and Akritas with an aggregate TEU capacity of 10,379.  Furthermore, pursuant to the Framework Agreement with York, a jointly-owned vessel entity accepted delivery of the secondhand vessel Elafonisos with a TEU capacity of 2,526. In the year ended December 31, 2013 we accepted delivery of the newbuild vessels MSC Athens, MSC Athos, Valor, Value, Valiant, Valence and Vantage with an aggregate TEU capacity of 61,789 and the secondhand vessel Venetiko with a TEU capacity of 5,928 and we sold three vessels, the MSC Washington, MSC Austria and MSC Antwerp with an aggregate TEU capacity of 11,343. In the years ended December 31, 2014 and 2013, our fleet ownership days totaled 19,885 and 18,119 days, respectively. Ownership days, in combination with the level of daily charter hire that our vessels earn under time charters, are 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.
 
     
Year ended December 31,
             
Percentage
 
(Expressed in millions of U.S. dollars, except percentages)
    2013       2014      
Change
     
Change  
 
Voyage revenue
  $ 414.2     $ 484.0     $ 69.8       16.9 %
Voyage expenses
    (3.5 )     (3.6 )     0.1       2.9 %
Voyage expenses – related parties
    (3.1 )     (3.6 )     0.5       16.1 %
Vessels operating expenses
    (116.0 )     (120.8 )     4.8       4.1 %
General and administrative expenses
    (8.5 )     (7.7 )     (0.8 )     (9.4 %)
Management fees – related parties
    (16.6 )     (18.5 )     1.9       11.4 %
Amortization of dry-docking and special survey costs
    (8.1 )     (7.8 )     (0.3 )     (3.7 %)
Depreciation
    (89.9 )     (105.8 )     15.9       17.7 %
Amortization of prepaid lease rentals
    -       (4.0 )     4.0       100.0 %
Gain on sale / disposal of vessels
    0.5       2.5       2.0       400.0 %
Interest income
    0.6       0.8       0.2       33.3 %
Interest and finance costs
    (74.5 )     (95.6 )     21.1       28.3 %
Equity gain / (loss) on investments
    0.7       (3.4 )     (4.1 )     (585.7 %)
Swaps breakage costs
    -       (10.2 )     10.2       100.0 %
Other
    0.8       3.3       2.5       312.5 %
Gain on derivative instruments
    6.5       5.5       (1.0 )     (15.4 %)
    $ 103.1     $ 115.1                  
 
 
     
Year ended December 31,
             
Percentage
 
(Expressed in millions of U.S. dollars, except percentages)     2013       2014      
Change
      Change  
Voyage revenue
  $ 414.2     $ 484.0     $ 69.8       16.9 %
Accrued charter revenue
    15.0       7.0       (8.0 )     (53.3 %)
Voyage revenue adjusted on a cash basis
  $ 429.2     $ 491.0     $ 61.8       14.4 %
 
 
Fleet operational data     Year ended December 31,              
Percentage
 
      2013       2014      
Change
      Change  
Average number of vessels
    49.6       54.5       4.9       9.9 %
Ownership days
    18,119       19,885       1,766       9.7 %
Number of vessels under dry-docking
    8       11       3          
 
 
 
5

 
 
 
Voyage Revenue
 
Voyage revenue increased by 16.9%, or $69.8 million, to $484.0 million during the year ended December 31, 2014, from $414.2 million during the year ended December 31, 2013. This increase was mainly attributable to: (i) revenue earned by the seven and three newbuild vessels delivered to us during the year ended December 31, 2013 and the six-month period ended June 30, 2014, respectively; partly offset by (ii) decreased charter rates in certain of our vessels during the year ended December 31, 2014, compared to the year ended December 31, 2013, and (iii) revenues not earned by vessels which were sold for scrap during the year ended December 31, 2013 and the year ended December 31, 2014.
 
 Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”), increased by 14.4%, or $61.8 million, to $491.0 million during the year ended December 31, 2014, from $429.2 million during the year ended December 31, 2013. This increase was mainly attributable to: (i) revenue earned by the seven and three newbuild vessels delivered to us during the year ended December 31, 2013 and the six-month period ended June 30, 2014, respectively; partly offset by (ii) decreased charter rates in certain of our vessels during the year ended December 31, 2014, compared to the year ended December 31, 2013, and (iii) revenues not earned by vessels which were sold for scrap during the year ended December 31, 2013 and the year ended December 31, 2014.
 
Voyage Expenses
 
Voyage expenses increased by 2.9%, or $0.1 million, to $3.6 million during the year ended December 31, 2014, from $3.5 million during the year ended December 31, 2013. Voyage expenses mainly include: (i) off-hire expenses of our vessels, mainly related to fuel consumption and (ii) third party commissions.
 
Voyage Expenses – related parties
 
Voyage expenses – related parties increased by 16.1%, or $0.5 million to $3.6 million during the year ended December 31, 2014, from $3.1 million during the year ended December 31, 2013, and represent fees of 0.75% on voyage revenues charged to us by Costamare Shipping Company S.A. as provided under our group management agreement.
 
Vessels’ Operating Expenses
 
Vessels’ operating expenses, which also includes the realized gain / (loss) under derivative contracts entered into in relation to foreign currency exposure, increased by 4.1% or $4.8 million to $120.8 million during the year ended December 31, 2014, from $116.0 million during the year ended December 31, 2013. The increase was mainly attributable to the increased ownership days of our fleet during the year ended December 31, 2014, compared to the year ended December 31, 2013.
 
General and Administrative Expenses
 
General and administrative expenses decreased by 9.4% or $0.8 million, to $7.7 million during the year ended December 31, 2014, from $8.5 million during the year ended December 31, 2013. General and administrative expenses for the years ended December 31, 2014 and December 31, 2013, include $1.0 million in each period for the services of the Company’s officers in aggregate charged to us by Costamare Shipping Company S.A. as provided under our group management agreement.     
 
Management Fees – related parties
 
Management fees paid to our managers increased by 11.4%, or $1.9 million, to $18.5 million during the year ended December 31, 2014, from $16.6 million during the year ended December 31, 2013. The increase was primarily attributable to: (i) the annual upward adjustment by 4% of the management fee for each vessel (effective January 1, 2014), as provided under our group management agreement, and (ii) the increased average number of vessels during the year ended December 31, 2014, compared to the year ended December 31, 2013.
 

 
6

 
 
 
Amortization of Dry-docking and Special Survey Costs
 
Amortization of deferred dry-docking and special survey costs for the year ended December 31, 2014 and 2013 was $7.8 million and $8.1 million, respectively. During the year ended December 31, 2014 and 2013, eleven and eight vessels, respectively, underwent and completed their special survey.
 
Depreciation
 
Depreciation expense increased by 17.7%, or $15.9 million, to $105.8 million during the year ended December 31, 2014, from $89.9 million during the year ended December 31, 2013. The increase was mainly attributable to the depreciation expense charged for the seven newbuild vessels delivered to us during the year ended December 31, 2013 and for the three newbuild vessels delivered to us during the six-month period ended June 30, 2014, partly offset by the depreciation expense not charged for the three and three vessels sold for scrap during the year ended December 31, 2013 and 2014, respectively.
 
Amortization of Prepaid lease rentals
 
The amount of $4.0 million relates to the amortization of the prepaid lease rentals during the year ended December 31, 2014.
 
Gain on Sale / Disposal of Vessels
 
During the year ended December 31, 2014, we recorded a net gain of $2.5 million from the sale of three vessels. During the year ended December 31, 2013, we recorded a net gain of $0.5 million from the sale of three vessels.
 
Interest Income
 
During the year ended December 31, 2014 and 2013, interest income was $0.8 million and $0.6 million, respectively.
 
Interest and Finance Costs
 
Interest and finance costs increased by 28.3%, or $21.1 million, to $95.6 million during the year ended December 31, 2014, from $74.5 million during the year ended December 31, 2013. The increase was mainly attributable to the increased interest expense charged to the consolidated statement of income in relation with the loan facilities of the seven and three newbuild vessels which were delivered to us during the year ended December 31, 2013 and the six-month period ended June 30, 2014, respectively and the write-off of deferred finance costs due to the refinancing of one of our bank loans; partly offset by the decreased loan commitment fees charged to us during the year ended December 31, 2014, compared to the year ended December 31, 2013.
 
Equity gain / (loss) on Investments
 
The equity gain / (loss) on investments represents our share of the net results of fourteen jointly owned companies pursuant to the Framework Agreement with York. We hold a range of 25% to 49% of the capital stock of each company. The equity gain / (loss) on investments was $3.4 million (loss) and $0.7 million (gain) for the years ended December 31, 2014 and 2013, respectively. The difference is mainly attributable to our share of $6.1 million in an unrealized loss deriving from a swap option agreement entered into by a jointly owned company.
 
Gain on Derivative Instruments
 
The fair value of our 22 interest rate derivative instruments which were outstanding as of December 31, 2014, equates to the amount that would be paid by us or to us should those instruments be terminated. As of December 31, 2014, the fair value of these 22 interest rate derivative instruments in aggregate amounted to a liability of $73.9 million. The effective portion of the change in the fair value of the interest rate derivative instruments that qualified for hedge accounting is recorded in “Other Comprehensive Income” (“OCI”) while the ineffective portion is recorded in the consolidated statement of income. The change in the fair value of the interest rate derivative instruments that did not qualify for hedge accounting is recorded in the consolidated statement of income. For the year ended December 31, 2014, a net gain of $22.6 million has been included in OCI and a net gain of $6.7 million has been included in Gain on derivative instruments in the consolidated statement of income, resulting from the fair market value change of the interest rate derivative instruments during the year ended December 31, 2014.
 
 
 
7

 
 
 
Cash Flows

Year ended December 31, 2014 and 2013
 
Condensed cash flows
 
Year ended December 31,
 
(Expressed in millions of U.S. dollars)
 
2013
   
2014
 
Net Cash Provided by Operating Activities
  $ 186.7     $ 243.3  
Net Cash Used in Investing Activities
  $ (621.1 )   $ (119.3 )
Net Cash Provided by / (Used in) Financing Activities
  $ 260.4     $ (104.3 )
 
Net Cash Provided by Operating Activities
 
Net cash flows provided by operating activities increased by $56.6 million to $243.3 million for the year ended December 31, 2014, compared to $186.7 million for the year ended December 31, 2013. The increase was primarily attributable to: (a) increased cash from operations of $61.8 million due to cash generated from the charters of the seven and three newbuild vessels delivered to us during the year ended December 31, 2013 and the six-month period ended June 30, 2014, respectively and (b) a favorable change in working capital position, excluding the current portion of long-term debt and the accrued charter revenue (representing the difference between cash received in that period and revenue recognized on a straight-line basis) of $29.3 million; partly offset by increased dry-docking payments of $4.0 million and increased payments for interest (including swap payments) of $12.9 million.
 
Net Cash Used in Investing Activities
 
Net cash used in investing activities was $119.3 million in the year ended December 31, 2014, which consisted of: (a) $59.1 million for capitalized costs and advance payments for the construction and delivery of three newbuild vessels, (b) $29.0 million in payments primarily for the acquisition of three secondhand vessels, (c) $53.3 million (net of $31.8 million we received as dividend distributions) in payments, pursuant to the Framework Agreement with York, to hold an equity interest ranging from 25% to 49% in jointly-owned companies and (d) $22.1 million we received from the sale for scrap of Konstantina, MSC Kyoto and Akritas.
 
Net cash used in investing activities was $621.1 million in the year ended December 31, 2013, which consisted primarily of (a) $590.4 million advance payments for the construction and purchase of ten newbuild vessels, (b) $51.9 million in payments for the acquisition of four secondhand vessels, (c) $8.7 million in payments, pursuant to the Framework Agreement with York, to hold a minority equity interest in jointly-owned companies, (d) $13.9 million net proceeds we received from the sale for scrap of MSC Antwerp and MSC Austria (including $0.6 million in payments for expenses related to the sale of MSC Washington) and (e) $16.0 million we received, pursuant to the Framework Agreement with York, for York’s 51% equity interest in the ship-owning companies of the vessels Petalidi, Ensenada Express and X-Press Padma and for initial working capital for such ship-owning companies.
 
Net Cash Provided By / (Used in) Financing Activities
 
Net cash used in financing activities was $104.3 million in the year ended December 31, 2014, which mainly consisted of: (a) $356.6 million of indebtedness that we repaid, (b) $9.0 million we drew down from one of our credit facilities, (c) $256.7 million we received regarding the sale and leaseback transaction concluded for the three newbuild vessels, (d) $9.6 million we repaid regarding our sale and leaseback agreements, (e) $83.0 million we paid for dividends to holders of our common stock for the fourth quarter of 2013, the first quarter of 2014, the second quarter of 2014 and the third quarter of 2014, (f) $3.8 million we paid for dividends  to holders of our Series B Preferred Stock for the period from October 15, 2013 to October 14, 2014, and $6.2 million we paid for dividends to holders of our Series C Preferred Stock for the period from the original issuance of the Series C preferred Stock on January 21, 2014 to October 14, 2014, and (g) $96.5 million net proceeds we received from our public offering in January 2014 of 4.0 million shares of our Series C Preferred Stock, net of underwriting discounts and expenses incurred in the offering.
 
 
 
8

 
 
 
 Net cash provided by financing activities was $260.4 million in the year ended December 31, 2013, which mainly consisted of (a) $163.7 million of indebtedness that we repaid, (b) $469.4 million we drew down from four of our credit facilities, (c) $80.8 million we paid for dividends to our stockholders for the fourth quarter of the year ended December 31, 2012, and the first, second and third quarters of 2013, (d) $48.0 million net proceeds we received from our public offering in August 2013 of 2.0 million shares of our 7.625% Series B Cumulative Redeemable Perpetual Preferred Shares, net of underwriting discounts and expenses incurred in the offering and (e) $0.7 million we paid for dividends to holders of our 7.625% Series B Cumulative Redeemable Perpetual Preferred Shares for the period from August 6, 2013 to October 14, 2013.
 
Liquidity and Capital Expenditures
 
Cash and cash equivalents
 
As of December 31, 2014, we had a total cash liquidity of $177.2 million, consisting of cash, cash equivalents and restricted cash.
 
Debt-free vessels
 
As of February 4, 2015, the following vessels were free of debt.
 
Unencumbered Vessels in the water(*)
(refer to fleet list for full charter details)

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

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

Capital commitments

As of February 4, 2015, we had outstanding commitments relating to our nine contracted newbuilds aggregating approximately $286.5 million payable in installments until the vessels are delivered, out of which $189.8 million will be funded through the recently agreed sale and leaseback transaction. The amounts represent our interest in the relevant jointly-owned entities with York.
 
Conference Call details:

On Thursday, February 5, 2015, at 8:30 a.m. ET, Costamare’s management team will hold a conference call to discuss the financial results.

Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1-866-524-3160 (from the US), 0808 238 9064 (from the UK) or +1-412-317-6760 (from outside the US). Please quote "Costamare".

A replay of the conference call will be available until March 5, 2015. The United States replay number is +1-877-344-7529; the standard international replay number is +1-412-317-0088, and the access code required for the replay is:10059944.

 
 
9

 

 
Live webcast:

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

Costamare Inc. is one of the world’s leading owners and providers of containerships for charter. The Company has 41 years of history in the international shipping industry and a fleet of 68 containerships, with a total capacity of approximately 447,000 TEU, including nine newbuild containerships on order. Thirteen of our containerships, including nine newbuilds, have been acquired pursuant to the Framework Agreement with York Capital Management by vessel-owning joint venture entities in which we hold a minority equity interest. The Company’s common stock, Series B Preferred Stock and Series C Preferred Stock trade on the New York Stock Exchange under the symbols “CMRE”, “CMRE PR B” and “CMRE PR C”, respectively.
 
Forward-Looking Statements

This earnings release contains “forward-looking statements”. In some cases, you can identify these statements by forward-looking words such as “believe”, “intend”, “anticipate”, “estimate”, “project”, “forecast”, “plan”, “potential”, “may”, “should”, “could” and “expect” and similar expressions. These statements are not historical facts but instead represent only Costamare’s belief regarding future results, many of which, by their nature, are inherently uncertain and outside of Costamare’s control. It is possible that actual results may differ, possibly materially, from those anticipated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect future results, see the discussion in Costamare Inc.’s Annual Report on Form 20-F (File No. 001-34934) under the caption “Risk Factors”.
 
Contacts:
 
Company Contact:
Gregory Zikos - Chief Financial Officer
Konstantinos Tsakalidis - Business Development
Costamare Inc., Athens, Greece
Tel: (+30) 210-949-0050
Email: ir@costamare.com
 
Investor Relations Advisor/ Media Contact:
Gus Okwu
Allison+Partners, New York
Telephone: (+1) 646-428-0638
Email: costamare@allisonpr.com

 
 
10

 

 
Fleet List

The tables below provide additional information, as of February 4, 2015, about our fleet of containerships, including our newbuilds on order and the vessels acquired pursuant to the Framework Agreement with York. Each vessel is a cellular containership, meaning it is a dedicated container vessel.
 
 
Vessel Name
Charterer
Year Built
Capacity (TEU)
Time Charter Term(1)
Current Daily Charter Rate (U.S. dollars)
Expiration of Charter(1)
Average Daily Charter Rate Until Earliest Expiry of Charter (U.S. dollars)(2)
1
COSCO GUANGZHOU
COSCO
2006
9,469
12 years
36,400
December 2017
36,400
2
COSCO NINGBO
COSCO
2006
9,469
12 years
36,400
January 2018
36,400
3
COSCO YANTIAN
COSCO
2006
9,469
12 years
36,400
February 2018
36,400
4
COSCO BEIJING
COSCO
2006
9,469
12 years
36,400
April 2018
36,400
5
COSCO HELLAS
COSCO
2006
9,469
12 years
37,519
May 2018
37,519
6
MSC AZOV
MSC
2014
9,403
10 years
43,000
November 2023
43,000
7
MSC AJACCIO
MSC
2014
9,403
10 years
43,000
February 2024
43,000
8
MSC AMALFI
MSC
2014
9,403
10 years
43,000
March 2024
43,000
9
MSC ATHENS
MSC
2013
8,827
10 years
42,000
January 2023
42,000
10
MSC ATHOS
MSC
2013
8,827
10 years
42,000
February 2023
42,000
11
VALOR
Evergreen
2013
8,827
7.0years(i)
41,700
April 2020(i)
41,700
12
VALUE
Evergreen
2013
8,827
7.0 years(i)
41,700
April 2020(i)
41,700
13
VALIANT
Evergreen
2013
8,827
7.0 years(i)
41,700
June 2020(i)
41,700
14
VALENCE
Evergreen
2013
8,827
7.0 years(i)
41,700
July 2020(i)
41,700
15
VANTAGE
Evergreen
2013
8,827
7.0 years(i)
41,700
September 2020(i)
41,700
16
NAVARINO
MSC
2010
8,531
1.5 years
 
September 2015
 
17
MAERSK KAWASAKI(ii)
A.P. Moller-Maersk
1997
7,403
10 years
37,000
December 2017
37,000
18
MAERSK KURE(ii)
A.P. Moller-Maersk
1996
7,403
10 years
37,000
December 2017
37,000
19
MAERSK KOKURA(ii)
A.P. Moller-Maersk
1997
7,403
10 years
37,000
February 2018
37,000
20
MSC METHONI
MSC
2003
6,724
10 years
29,000
September 2021
29,000
21
SEALAND NEW YORK
A.P. Moller-Maersk
2000
6,648
11 years
26,100
March 2018
26,100
22
MAERSK KOBE
A.P. Moller-Maersk
2000
6,648
11 years
26,100
May 2018
26,100
23
SEALAND WASHINGTON
A.P. Moller-Maersk
2000
6,648
11 years
26,100
June 2018
26,100
24
SEALAND MICHIGAN
A.P. Moller-Maersk
2000
6,648
11 years
26,100
August 2018
26,100
25
SEALAND ILLINOIS
A.P. Moller-Maersk
2000
6,648
11 years
26,100
October 2018
26,100
26
MAERSK KOLKATA
A.P. Moller-Maersk
2003
6,644
11 years
38,865(3)
November 2019
28,611
27
MAERSK KINGSTON
A.P. Moller-Maersk
2003
6,644
11 years
38,461(4)
February 2020
29,100
28
MAERSK KALAMATA
A.P. Moller-Maersk
2003
6,644
11 years
38,418(5)
April 2020
29,306
29
VENETIKO
PIL
2003
5,928
2.0 years
12,250
March 2015
12,250
30
ENSENADA EXPRESS(*)
Hapag Lloyd
2001
5,576
2.0 years
19,000
May 2015
19,000
31
MSC ROMANOS
MSC
2003
5,050
5.3 years
28,000
November 2016
28,000
32
ZIM NEW YORK
ZIM
2002
4,992
13 years
13,464(6)
September 2015(6)
13,670
33
ZIM SHANGHAI
ZIM
2002
4,992
13 years
13,464 (6)
September 2015(6)
13,670
34
ZIM PIRAEUS
ZIM
2004
4,992
10 years
13,064 (6)
September 2015(6)
13,270
35
OAKLAND EXPRESS
Hapag Lloyd
2000
4,890
8.0 years
30,500
September 2016
30,500
36
HALIFAX EXPRESS
Hapag Lloyd
2000
4,890
8.0 years
30,500
October 2016
30,500
37
SINGAPORE EXPRESS
Hapag Lloyd
2000
4,890
8.0 years
30,500
July 2016
30,500
38
MSC MANDRAKI
MSC
1988
4,828
7.8 years
20,000
August 2017
20,000
39
MSC MYKONOS
MSC
1988
4,828
8.2 years
20,000
September 2017
20,000
40
MSC ULSAN
MSC
2002
4,132
5.3 years
16,500
March 2017
16,500
41
MSC KORONI
MSC
1998
3,842
9.5 years
13,500(7)
September 2018
13,500
42
MSC ITEA
MSC
1998
3,842
1.0 years
7,300
June 2015
7,300
43
KARMEN
Evergreen
1991
3,351
0.8 years
7,500
May 2015
7,500
44
MARINA
Evergreen
1992
3,351
2.5 years
7,000
April 2015
7,000
45
MSC CHALLENGER
MSC
1986
2,633
4.8 years
10,000
July 2015
10,000
46
LAKONIA
Evergreen
2004
2,586
2.0 years
8,600
February 2017
8,600
47
ELAFONISOS(*)
A.P. Moller-Maersk
1999
2,526
0.3 years
6,250
March 2015(iii)
6,250
48
AREOPOLIS
Evergreen
2000
2,474
0.3 years
7,200
March 2015
7,200
49
MESSINI
Evergreen
1997
2,458
2.5 years
7,500
March 2015
7,500
50
MSC REUNION
MSC
1992
2,024
8.0 years
7,600
July 2016
7,600
51
MSC NAMIBIA II
MSC
1991
2,023
8.8 years
7,600
July 2016
7,600
52
MSC SIERRA II
MSC
1991
2,023
7.7 years
7,600
June 2016
7,600
53
MSC PYLOS
MSC
1991
2,020
5.0 years
7,600
January 2016
7,600
54
X-PRESS PADMA(*)
Sea Consortium
1998
1,645
2.0 years
8,225
June 2015
8,225
55
NEAPOLIS
Yang Ming
2000
1,645
0.4 years
8,000
March 2015
8,000
56
PROSPER
Sea Consortium
1996
1,504
0.4 years
7,350
March 2015
7,350
57
ZAGORA
MSC
1995
1,162
3.7 years
6,200
April 2015
6,200
58
PETALIDI(*)
CMA CGM
1994
1,162
2.0 years
6,800
August 2015
6,800
59
STADT LUEBECK
CMA CGM
2001
1.078
2.7 years
6,400
June 2015
6,400
 
 
 
11

 

 
Newbuilds

 
 
Vessel Name
 
Shipyard
 
Charterer
Expected Delivery
(based on latest shipyard schedule)
1
NCP0113(*)
Hanjin Subic Bay
 
4th Quarter 2015
2
NCP0114(*)
Hanjin Subic Bay
 
1st Quarter 2016
3
NCP0115(*)
Hanjin Subic Bay
 
2nd Quarter 2016
4
NCP0116(*)
Hanjin Subic Bay
 
2nd Quarter 2016
5
S2121(*)
Samsung Heavy
Evergreen
2nd Quarter 2016
6
S2122(*)
Samsung Heavy
Evergreen
2nd Quarter 2016
7
S2123(*)
Samsung Heavy
Evergreen
3rd Quarter 2016
8
S2124(*)
Samsung Heavy
Evergreen
3rd Quarter 2016
9
S2125(*)
Samsung Heavy
Evergreen
3rd Quarter 2016

Our newbuilds on order have an aggregate capacity in excess of 115,000 TEU.
 
(1)
Charter terms and expiration dates are based on the earliest date charters could expire. Amounts set out for current daily charter rate are the amounts contained in the charter contracts.
(2)
This average rate is calculated based on contracted charter rates for the days remaining between February  4, 2015 and the earliest expiration of each charter. Certain of our charter rates change until their earliest expiration dates, as indicated in the footnotes below.
(3)
This charter rate changes on January 13, 2016 to $26,100 per day until the earliest redelivery date.
(4)
This charter rate changes on April 28, 2016 to $26,100 per day until the earliest redelivery date.
(5)
This charter rate changes on June 11, 2016 to $26,100 per day until the earliest redelivery date.
(6)
Zim finalized the terms of its comprehensive financial restructuring plan with its shareholders and its creditors, including vessel and container lenders, shipowners, shipyards, unsecured lenders and bond holders. The amounts in the table reflect the current charter terms, giving effect to our agreement with Zim under the restructuring plan. Based on this agreement, we have been granted charter extensions and have been issued equity securities representing 1.2% of Zim’s equity and approximately $8.2 million in interest bearing notes maturing in 2023. The Company will have the option to extend the charters for two of the three vessels chartered to Zim for successive one year periods at market rate plus $1,100 per day per vessel while the notes remain outstanding.
(7)
As from December 1, 2012 until redelivery, the charter rate is to be a minimum of $13,500 per day plus 50% of the difference between the market rate and the charter rate of $13,500. The market rate is to be determined annually based on the Hamburg ConTex type 3500 TEU index published on October 1 of each year until redelivery.
 
(i) Assumes exercise of owner’s unilateral options to extend the charter of these vessels for two one year periods at the same charter rate. The charterer also has corresponding options to unilaterally extend the charter for the same periods at the same charter rate.
(ii) The charterer has a unilateral option to extend the charter of the vessel for two periods of 30 months each +/-90 days on the final period performed, at a rate of $41,700 per day.
(iii) The charterer has a unilateral option to extend the charter of the vessel for a period of 6 months at a rate of $7,000 per day.
(*) Denotes vessels acquired pursuant to the Framework Agreement with York. The Company holds an equity interest ranging between 25% and 49% in each of the vessel-owning entities.
 
 
 
12

 
 
 
COSTAMARE INC.
Consolidated Statements of Income
 
   
Year ended December 31,
   
Three-months ended
December 31,
 
(Expressed in thousands of U.S. dollars, except share and per share amounts)
 
2013
   
2014
   
2013
   
2014
 
                         
REVENUES:
                       
Voyage revenue
  $ 414,249     $ 483,995     $ 112,549     $ 120,866  
                                 
EXPENSES:
                               
Voyage expenses
    (3,484 )     (3,608 )     (964 )     (1,018 )
Voyage expenses – related parties
    (3,139 )     (3,629 )     (856 )     (905 )
Vessels' operating expenses
    (115,998 )     (120,815 )     (30,094 )     (30,423 )
General and administrative expenses
    (8,517 )     (7,708 )     (5,234 )     (3,203 )
Management fees - related parties
    (16,580 )     (18,469 )     (4,277 )     (4,270 )
Amortization of dry-docking and special survey costs
    (8,084 )     (7,814 )     (1,949 )     (2,238 )
Depreciation
    (89,958 )     (105,787 )     (24,800 )     (26,942 )
Amortization of prepaid lease rentals
    -       (4,024 )     -       (1,256 )
Gain on sale / disposals of vessels
    518       2,543       -       -  
Foreign exchange gains / (losses)
    8       7       (110 )     80  
Operating income
  $ 169,015     $ 214,691     $ 44,265     $ 50,691  
                                 
OTHER INCOME / (EXPENSES):
                               
Interest income
  $ 543     $ 815     $ 95     $ 284  
Interest and finance costs
    (74,533 )     (95,562 )     (17,610 )     (19,961 )
Swaps breakage costs
    -       (10,192 )     -       -  
Equity gain  / (loss) on investments
    692       (3,428 )     397       (1,191 )
Other
    822       3,294       (22 )     451  
Gain / (Loss) on derivative instruments
    6,548       5,469       (273 )     526  
Total other income / (expenses)
  $ (65,928 )   $ (99,604 )   $ (17,413 )   $ (19,891 )
Net Income
  $ 103,087     $ 115,087     $ 26,852     $ 30,800  
Earnings allocated to Preferred Stock
    (1,536 )     (11,909 )     (951 )     (3,078 )
Net Income available to common stockholders
  $ 101,551     $ 103,178     $ 25,901     $ 27,722  
                                 
                                 
Earnings per common share, basic and diluted
  $ 1.36     $ 1.38     $ 0.35     $ 0.37  
Weighted average number of shares, basic and diluted
    74,800,000       74,800,000       74,800,000       74,800,000  

 
 
13

 
 
 
COSTAMARE INC.
Consolidated Balance Sheets
 
   
As of
December 31,
   
As of
December 31,
 
(Expressed in thousands of U.S. dollars)
 
2013
   
2014
 
             
ASSETS
           
CURRENT ASSETS:
           
Cash and cash equivalents                                                                           
  $ 93,379     $ 113,089  
Restricted cash
    9,067       14,264  
Accounts receivable
    16,145       2,365  
Inventories
    11,005       11,565  
Due from related parties
    2,679       4,447  
Insurance claims receivable
    1,429       1,759  
Prepaid lease rentals
    -       4,982  
Accrued charter revenue
    409       511  
Prepayments and other
    2,450       4,993  
Total current assets
  $ 136,563     $ 157,975  
FIXED ASSETS, NET:
               
Advances for vessels acquisitions
  $ 240,871     $ -  
Finance lease – Asset
    -       250,547  
Vessels, net
    2,187,388       2,098,820  
Total fixed assets, net
  $ 2,428,259     $ 2,349,367  
NON-CURRENT ASSETS:
               
Investment in affiliates
  $ 23,732     $ 73,579  
Prepaid lease rentals, non-current
    -       40,811  
Deferred charges, net
    29,864       28,675  
Accounts receivable, non-current
    7,334       1,425  
Restricted cash
    49,826       49,818  
Accrued charter revenue
    10,264       1,025  
Other non-current assets
    -       12,065  
Total assets
  $ 2,685,842     $ 2,714,740  
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
CURRENT LIABILITIES:
               
Current portion of long-term debt
  $ 206,717     $ 192,951  
Accounts payable
    5,814       6,296  
Finance lease – obligation
    -       13,508  
Accrued liabilities
    14,386       19,119  
Unearned revenue
    9,601       12,929  
Fair value of derivatives
    55,322       43,287  
Other current liabilities
    3,140       2,286  
Total current liabilities
  $ 294,980     $ 290,376  
NON-CURRENT LIABILITIES
               
Long-term debt, net of current portion
  $ 1,660,859     $ 1,326,990  
Finance lease – obligation, net of current portion
    -       233,625  
Fair value of derivatives, net of current portion
    47,890       31,653  
Unearned revenue, net of current portion
    25,164       29,454  
Total non-current liabilities
  $ 1,733,913     $ 1,621,722  
COMMITMENTS AND CONTINGENCIES
    -       -  
STOCKHOLDERS’ EQUITY:
               
Preferred stock
  $ -     $ -  
Common stock
    8       8  
Additional paid-in capital
    762,142       858,665  
Retained earnings / (Accumulated deficit)
    (20,047 )     103  
Accumulated other comprehensive loss
    (85,154 )     (56,134 )
Total stockholders’ equity
  $ 656,949     $ 802,642  
Total liabilities and stockholders’ equity
  $ 2,685,842     $ 2,714,740  
 
 
 
14

 
 
 
Financial Summary
 
   
Year ended December 31,
   
Three-month period ended
December 31,
 
(Expressed in thousands of U.S. dollars, except share and per share data):
 
2013
   
2014
   
2013
   
2014
 
       
Voyage revenue
  $ 414,249     $ 483,995     $ 112,549     $ 120,866  
Accrued charter revenue (1)
  $ 14,976     $ 7,023     $ 4,303     $ 782  
Voyage revenue adjusted on a cash basis (2)
  $ 429,225     $ 491,018     $ 116,852     $ 121,648  
                                 
Adjusted EBITDA (3)
  $ 282,414     $ 343,195     $ 75,692     $ 82,734  
                                 
Adjusted Net Income available to common stockholders (3)
  $ 108,846     $ 122,938     $ 30,477     $ 30,799  
Weighted Average number of shares  
    74,800,000       74,800,000       74,800,000       74,800,000  
Adjusted Earnings per share (3)
  $ 1.46     $ 1.64     $ 0.41     $ 0.41  
                                 
EBITDA (3)
  $ 275,119     $ 327,459     $ 71,116     $ 80,913  
Net Income
  $ 103,087     $ 115,087     $ 26,852     $ 30,800  
Net Income available to common stockholders
  $ 101,551     $ 103,178     $ 25,901     $ 27,722  
Weighted Average number of shares
    74,800,000       74,800,000       74,800,000       74,800,000  
Earnings per share
  $ 1.36     $ 1.38     $ 0.35     $ 0.37  
 
(1) Accrued charter revenue represents the difference between cash received during the period and revenue recognized on a straight-line basis.  In the early years of a charter with escalating charter rates, voyage revenue will exceed cash received during the period, and during the last years of such charter cash received will exceed revenue recognized on a straight line basis.
(2) Voyage revenue adjusted on a cash basis represents Voyage revenue after adjusting for non-cash “Accrued charter revenue” recorded under charters with escalating charter rates. However, Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. generally accepted accounting principles (“GAAP”). We believe that the presentation of Voyage revenue adjusted on a cash basis is useful to investors because it presents the charter revenue for the relevant period based on the then current daily charter rates.  The increases or decreases in daily charter rates under our charter party agreements are described in the notes to the “Fleet List” below.  
(3) Adjusted net income available to common stockholders, adjusted earnings per share, EBITDA and adjusted EBITDA are non-GAAP measures. Refer to the reconciliation of net income to adjusted net income and net income available to common stockholders to EBITDA and adjusted EBITDA below.
 
 
Non-GAAP Measures

The Company reports its financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures used in managing the business may provide users of these financial measures additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain items that impact the overall comparability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. The tables below set out supplemental financial data and corresponding reconciliations to GAAP financial measures for the years and three-month periods ended December 31, 2014 and 2013. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, voyage revenue or net income as determined in accordance with GAAP. Non-GAAP financial measures include (i) Voyage revenue adjusted on a cash basis (reconciled above), (ii) Adjusted Net Income available to common stockholders, (iii) Adjusted Earnings per share, (iv) EBITDA and (v) Adjusted EBITDA.

 
 
15

 


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

   
Year ended December 31,
   
Three-month period ended
December 31,
 
(Expressed in thousands of U.S. dollars, except share and per share data)
 
2013
   
2014
   
2013
   
2014
 
       
Net Income
  $ 103,087     $ 115,087     $ 26,852     $ 30,800  
Earnings allocated to Preferred Stock
    (1,536 )     (11,909 )     (951 )     (3,078 )
Net Income available to common stockholders
    101,551       103,178       25,901       27,722  
Accrued charter revenue
    14,976       7,023       4,303       782  
Gain on sale/disposal of vessels
    (518 )     (2,543 )     -       -  
Swaps breakage costs
    -       10,192       -       -  
Unrealized loss from swap option agreement held by a jointly owned company with York included in equity loss on investments
    -       6,082       -       1,177  
Amortization of prepaid lease rentals
    -       4,024       -       1,256  
Realized (Gain) / Loss on Euro/USD forward contracts
    (615 )     451       -       388  
Gain / (Loss) on derivative instruments
    (6,548 )     (5,469 )     273       (526 )
Adjusted Net income available to common stockholders
  $ 108,846     $ 122,938     $ 30,477     $ 30,799  
Adjusted Earnings per Share
  $ 1.46     $ 1.64     $ 0.41     $ 0.41  
Weighted average number of shares
    74,800,000       74,800,000       74,800,000       74,800,000  

Adjusted Net Income available to common stockholders and Adjusted Earnings per Share represent net income before earnings allocated to preferred stock, non-cash “Accrued charter revenue” recorded under charters with escalating charter rates, gain / (loss) on sale / disposals of vessels, realized (gain) /loss on Euro/USD forward contracts, swaps breakage costs, unrealized loss from a swap option agreement held by a jointly owned company with York, which is included in equity loss on investments, amortization of prepaid lease rentals and non-cash changes in fair value of derivatives.   “Accrued charter revenue” is attributed to the timing difference between the revenue recognition and the cash collection. However, Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are not recognized measurements under U.S. GAAP. We believe that the presentation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful to investors because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We also believe that Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful in evaluating our ability to service additional debt and make capital expenditures. In addition, we believe that Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful in evaluating our operating performance and liquidity position compared to that of other companies in our industry because the calculation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share generally eliminates the effects of the accounting effects of capital expenditures and acquisitions, certain hedging instruments and other accounting treatments, items which may vary for different companies for reasons unrelated to overall operating performance and liquidity. In evaluating Adjusted Net Income available to common stockholders and Adjusted Earnings per Share, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

 
 
16

 


Reconciliation of Net Income to EBITDA and Adjusted EBITDA
 
   
Year ended December 31,
   
Three-month period ended
December 31,
 
(Expressed in thousands of U.S. dollars)
 
2013
   
2014
   
2013
   
2014
 
       
                         
Net Income
  $ 103,087     $ 115,087     $ 26,852     $ 30,800  
Interest and finance costs
    74,533       95,562       17,610       19,961  
Interest income
    (543 )     (815 )     (95 )     (284 )
Depreciation
    89,958       105,787       24,800       26,942  
Amortization of prepaid lease rentals
    -       4,024       -       1,256  
Amortization of dry-docking and special survey costs
    8,084       7,814       1,949       2,238  
EBITDA
    275,119       327,459       71,116       80,913  
Accrued charter revenue
    14,976       7,023       4,303       782  
Gain on sale / disposal of vessels (1)
    (518 )     (2,543 )     -       -  
Swaps breakage costs
    -       10,192       -       -  
Unrealized loss from swap option agreement held by a jointly owned company with York included in equity loss on investments
    -       6,082       -       1,177  
Realized (Gain) / Loss on Euro / USD forward contracts
    (615 )     451       -       388  
Gain / (Loss) on derivative instruments
    (6,548 )     (5,469 )     273       (526 )
Adjusted EBITDA
  $ 282,414     $ 343,195     $ 75,692     $ 82,734  

EBITDA represents net income before interest and finance costs, interest income, amortization of prepaid lease rentals, depreciation and amortization of deferred dry-docking and special survey costs. Adjusted EBITDA represents net income before interest and finance costs, interest income, amortization of prepaid lease rentals, depreciation, amortization of deferred dry-docking and special survey costs, non-cash “Accrued charter revenue” recorded under charters with escalating charter rates, gain/ (loss) on sale / disposals of vessels, realized gain / (loss) on Euro / USD forward contracts, swaps breakage costs, unrealized loss from swap option agreement held by a jointly owned company with York, which is  included in equity loss on investments, and non-cash changes in fair value of derivatives. “Accrued charter revenue” is attributed to the time difference between the revenue recognition and the cash collection. However, EBITDA and Adjusted EBITDA are not recognized measurements under U.S. GAAP. We believe that the presentation of EBITDA and Adjusted EBITDA are useful to investors because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We also believe that EBITDA and Adjusted EBITDA are useful in evaluating our ability to service additional debt and make capital expenditures. In addition, we believe that EBITDA and Adjusted EBITDA are useful in evaluating our operating performance and liquidity position compared to that of other companies in our industry because the calculation of EBITDA and Adjusted EBITDA generally eliminates the effects of financings, income taxes and the accounting effects of capital expenditures and acquisitions, items which may vary for different companies for reasons unrelated to overall operating performance and liquidity. In evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

(1) Items to consider for comparability include gains and charges. Gains positively impacting net income are reflected as deductions to net income. Charges negatively impacting net income are reflected as increases to net income.
 
 
17