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 September 30, 2015 compared to the three-month period ended September 30, 2014
 
During the three-month periods ended September 30, 2015 and 2014, we had an average of 55.0 vessels in our fleet. In the three-month period ended September 30, 2015, pursuant to the Framework Agreement with York, a jointly-owned vessel entity accepted delivery of the secondhand vessel Arkadia with a TEU capacity of 1,550. In the three-month period ended September 30, 2014, we sold the vessels MSC Kyoto and Akritas with an average TEU capacity of 7,028. 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 three-month periods ended September 30, 2015 and 2014, our fleet ownership days totaled 5,060 and 5,058 days, respectively. Ownership days are the primary driver of voyage revenue and vessels’ operating expenses and represent the aggregate number of days in a period during which each vessel in our fleet is owned.
 
   
Three-month period ended September 30,
           Percentage  
 (Expressed in millions of U.S. dollars, except percentages)
 
2014
   
2015
   
Change
   
Change
 
       
                         
Voyage revenue
  $ 124.7     $ 124.0     $ (0.7 )     (0.6 %)
Voyage expenses
    (0.8 )     (0.9 )     0.1       12.5 %
Voyage expenses – related parties
    (0.9 )     (0.9 )     -       -  
Vessels’ operating expenses
    (30.5 )     (28.8 )     (1.7 )     (5.6 %)
General and administrative expenses
    (2.0 )     (1.4 )     (0.6 )     (30.0 %)
Management fees – related parties
    (4.9 )     (4.9 )     -       -  
General and administrative expenses – non-cash component
    -       (1.8 )     1.8       100.0 %
Amortization of dry-docking and special survey costs
    (1.8 )     (1.9 )     0.1       5.6 %
Depreciation
    (27.0 )     (25.6 )     (1.4 )     (5.2 %)
Amortization of prepaid lease rentals
    (1.2 )     (1.2 )     -       -  
Gain on sale / disposal of vessels
    5.4       -       (5.4 )     (100.0 %)
Foreign exchange gains/ (losses)
    0.1       (0.2 )     (0.3 )     (300.0 %)
Interest income
    0.2       0.3       0.1       50.0 %
Interest and finance costs
    (27.2 )     (21.6 )     (5.6 )     (20.6 %)
Equity gain on investments
    -       0.1       0.1       100.0 %
Gain / (Loss) on derivative instruments
    3.0       (0.4 )     (3.4 )     (113.3 %)
Net Income
    37.1       34.8                  
 
   
(Expressed in millions of U.S. dollars, except percentages)
 
Three-month period ended September 30,
   
Change
   
Percentage
 
 
 
2014
   
2015
         
Change
 
                         
Voyage revenue
  $ 124.7     $ 124     $ (0.7 )     (0.6 %)
Accrued charter revenue
    1.1       0.7       (0.4 )     (36.4 %)
Voyage revenue adjusted on a cash basis
  $ 125.8     $ 124.7     $ (1.1 )     (0.9 %)

   
Vessels operational data
 
Three-month period ended September 30,
         
Percentage
 
   
2014
   
2015
   
Change
   
Change
 
                         
Average number of vessels
    55       55       -       -  
Ownership days
    5,058       5,060       2       -  
Number of vessels under dry-docking
    2       4       2          

 
1

 
 
 
Voyage Revenue
 
Voyage revenue decreased by 0.6%, or $0.7 million, to $124.0 million during the three-month period ended September 30, 2015, from $124.7 million during the three-month period ended September 30, 2014. This decrease was mainly due to (i) increased off-hire days, mainly due to scheduled dry-dockings during the three-month period ended September 30, 2015, compared to the three-month period ended September 30, 2014, (ii) by revenue not earned by vessels sold for demolition during the three-month period ended September 30, 2014; partly offset by increased charter rates in certain of our vessels during the three-month period ended September 30, 2015, compared to the three-month period ended September 30, 2014 and the revenue earned by one secondhand vessel delivered to us during the three-month period ended December 31, 2014.

 Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”), decreased by 0.9%, or $1.1 million, to $124.7 million during the three-month period ended September 30, 2015, from $125.8 million during the three-month period ended September 30, 2014. This decrease was mainly due to (i) increased off-hire days, mainly due to scheduled dry-dockings during the three-month period ended September 30, 2015, compared to the three-month period ended September 30, 2014, (ii) by revenue not earned by vessels sold for demolition during the three-month period ended September 30, 2014; partly offset by increased charter rates in certain of our vessels during the three-month period ended September 30, 2015, compared to the three-month period ended September 30, 2014 and the revenue earned by one secondhand vessel delivered to us during the three-month period ended December 31, 2014.
 
Voyage Expenses
 
Voyage expenses were $0.9 million, during the three-month period ended September 30, 2015 and $0.8 million during the three-month period ended September 30, 2014. 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 were $0.9 million during the three-month periods ended September 30, 2015 and 2014, 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 include the realized gain / (loss) under derivative contracts entered into in relation to foreign currency exposure, decreased by 5.6%, or $1.7 million, to $28.8 million during the three-month period ended September 30, 2015, from $30.5 million during the three-month period ended September 30, 2014.
 
General and Administrative Expenses
 
General and administrative expenses were decreased by 30.0%, or $0.6 million, to $1.4 million during the three-month period ended September 30, 2015, from $2.0 million during the three-month period ended September 30, 2014.  General and administrative expenses for the three-month period ended September 30, 2015, included $0.63 million which is part of the annual fee that our manager receives based on the amended and restated group management agreement, effective as of January 1, 2015.  For the three-month period ended September 30, 2014 this amount was $0.25 million.     
 
Management Fees – related parties
 
Management fees paid to our managers were $4.9 million during the three-month periods ended September 30, 2015 and 2014.
 
General and Administrative expenses – non-cash component
 
General and administrative expenses – non-cash component for the three-month period ended September 30, 2015, amounted to $1.8 million, representing the value of the shares issued to our manager on September 30, 2015, pursuant to the amended and restated group management agreement, effective as of January 1, 2015. No amounts were incurred in the 2014 period.
 
 
2

 
 
 
Amortization of Dry-docking and Special Survey Costs
 
Amortization of deferred dry-docking and special survey costs was $1.9 million for the three-month period ended September 30, 2015 and $1.8 million for the three-month period ended September 30, 2014. During the three-month period ended September 30, 2015, four vessels underwent and completed their special survey. During the three-month period ended September 30, 2014, two vessels underwent and completed their special survey.
 
Depreciation
 
Depreciation expense decreased by 5.2%, or $1.4 million, to $25.6 million during the three-month period ended September 30, 2015, from $27.0 million during the three-month period ended September 30, 2014. The decrease was mainly attributable to a change in the estimated scrap value of vessels, which had a favorable effect of $1.4 million for the three-month period ended September 30, 2015.
 
Amortization of Prepaid Lease Rentals
 
Amortization of the prepaid lease rentals were $1.2 million during the three-month periods ended September 30, 2015 and 2014.
 
Gain on Sales / Disposals of Vessels
 
During the three-month period ended September 30, 2014 we recorded a gain of $5.4 million from the sale of two vessels.
 
Foreign Exchange Gains/ (Losses)
 
Foreign exchange losses were $0.2 million during the three-month period ended September 30, 2015. Foreign exchange gains were $0.1 million during the three-month period September 30, 2014.
 
Interest Income
 
Interest income for the three-month periods ended September 30, 2015 and 2014, amounted to $0.3 million and $0.2 million, respectively.
 
Interest and Finance Costs
 
Interest and finance costs decreased by 20.6%, or $5.6 million, to $21.6 million during the three-month period ended September 30, 2015, from $27.2 million during the three-month period ended September 30, 2014. The decrease was partly attributable to the decreased loan interest expense charged to the consolidated statement of income resulting from the decrease in the outstanding loan amount.
 
Equity Gain on Investments
 
The equity gain on investments of $0.1 million for the three-month period ended September 30, 2015, represents our share of the net gains of sixteen 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 net gain of $0.1 million includes an unrealized loss of $0.1 million deriving from a swap option agreement entered into by a jointly-owned company.
 
Gain / (Loss) on Derivative Instruments
 
The fair value of our interest rate derivative instruments which were outstanding as of September 30, 2015, equates to the amount that would be paid by us or to us should those instruments be terminated. As of September 30, 2015, the fair value of these interest rate derivative instruments in aggregate amounted to a liability of $67.0 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 September 30, 2015, a net loss of $3.6 million has been included in OCI and a net loss of $0.5 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 September 30, 2015.
 

 
3

 
 
 
Cash Flows
 
Three-month periods ended September 30, 2015 and 2014
 
             
Condensed cash flows
 
Three-month period ended September 30,
 
(Expressed in millions of U.S. dollars)
 
2014
   
2015
 
Net Cash Provided by Operating Activities
  $ 65.8     $ 59.3  
Net Cash Provided by / (Used in)  Investing Activities
  $ 13.9     $ (9.2 )
Net Cash Used in Financing Activities
  $ (88.9 )   $ (75.5 )
 
Net Cash Provided by Operating Activities
 
Net cash flows provided by operating activities for the three-month period ended September 30, 2015, decreased by $6.5 million to $59.3 million, compared to $65.8 million for the three-month period ended September 30, 2014.  The decrease was primarily attributable to the unfavorable change in working capital position, excluding the current portion of long-term debt and the accrued charter revenue (representing the difference between cash received in that period and revenue recognized on a straight-line basis) of $9.0 million, increased special survey costs of $3.0 million and decreased cash from operations of $1.1 million; partly offset by the decreased payments for interest (including swap payments) during the period of $2.5 million.
 
 Net Cash Provided by / (Used in) Investing Activities
 
Net cash used in investing activities was $9.2 million in the three-month period ended September 30, 2015, which mainly consisted of $4.3 million for an advance payment for the construction of one newbuild vessel, ordered pursuant to the Framework Agreement with York and $3.2 million, paid for the acquisition of a secondhand vessel pursuant to the Framework Agreement.
 
Net cash provided by investing activities was $13.9 million in the three-month period ended September 30, 2014, which mainly consisted of: (a) $0.8 million payments (net of $3.7 million we received as a dividend distribution) associated with the equity investments pursuant to the Framework Agreement with York, which range from 25% to 49% in jointly-owned companies, and (b) a $15.3 million payment we received from the sale for scrap of MSC Kyoto and Akritas.
 
Net Cash Used in Financing Activities
 
Net cash used in financing activities was $75.5 million in the three-month period ended September 30, 2015, which mainly consisted of (a) $49.5 million of indebtedness that we repaid, (b) $3.4 million we repaid relating to our sale and leaseback agreements (c) $21.8 million we paid for dividends to holders of our common stock for the second quarter of 2015, (d) $1.0 million we paid for dividends  to holders of our 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”), $2.1 million we paid for dividends to holders of our 8.500% Series C Cumulative Redeemable Perpetual Preferred Stock (“Series C Preferred Stock”), both for the period from April 15, 2015 to July 14, 2015 and $1.5 million we paid for dividends to holders of our 8.750% Series D Cumulative Redeemable Perpetual Preferred Stock (“Series D Preferred Stock”) for the period from May 13, 2015 to July 14, 2015.
 
Net cash used in financing activities was $88.9 million in the three-month period ended September 30, 2014, which mainly consisted of: (a) $56.0 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 April 15, 2014 to July 14, 2014.
 
 
4

 
 
 
Results of Operations

Nine-month period ended September 30, 2015, compared to the nine-month period ended September 30, 2014
 
During the nine-month period ended September 30, 2015 and 2014, we had an average of 55.0 and 54.6 vessels, respectively in our fleet. In the nine-month period ended September 30, 2015, pursuant to the Framework Agreement with York, a jointly-owned vessel entity accepted delivery of the secondhand vessel Arkadia with a TEU capacity of 1,550. In the nine-month period ended September 30, 2014, we accepted delivery of the newbuild vessels MSC Azov, MSC Ajaccio and MSC Amalfi with an aggregate TEU capacity of 28,209 TEU and the secondhand vessels Neapolis and Areopolis with an aggregate TEU capacity of 4,119 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 TEU. In the nine-month period ended September 30, 2015 and 2014, our fleet ownership days totaled 15,015 and 14,903 days, respectively. Ownership days are the primary driver of voyage revenue and vessels operating expenses and represent the aggregate number of days in a period during which each vessel in our fleet is owned.
 
   
Nine-month period ended September 30,
          Percentage  
 (Expressed in millions of U.S. dollars, except percentages)
 
2014
   
2015
   
Change
   
Change
 
       
                         
Voyage revenue
  $ 363.1     $ 368.1     $ 5.0       1.4 %
Voyage expenses
    (2.6 )     (1.9 )     (0.7 )     (26.9 %)
Voyage expenses – related parties
    (2.7 )     (2.8 )     0.1       3.7 %
Vessels’ operating expenses
    (90.4 )     (88.6 )     (1.8 )     (2.0 %)
General and administrative expenses
    (4.5 )     (4.1 )     (0.4 )     (8.9 %)
Management fees – related parties
    (14.2 )     (14.6 )     0.4       2.8 %
General and administrative expenses – non-cash component
    -       (7.2 )     7.2       100.0 %
Amortization of dry-docking and special survey costs
    (5.6 )     (5.4 )     (0.2 )     (3.6 %)
Depreciation
    (78.8 )     (76.0 )     (2.8 )     (3.6 %)
Amortization of prepaid lease rentals
    (2.8 )     (3.7 )     0.9       32.1 %
Gain on sale / disposal of vessels
    2.5       -       (2.5 )     (100.0 %)
Interest income
    0.5       1.1       0.6       120.0 %
Interest and finance costs
    (75.6 )     (71.4 )     (4.2 )     (5.6 %)
Swaps breakage cost
    (10.2 )     -       (10.2 )     (100.0 %)
Equity loss on investments
    (2.2 )     -       (2.2 )     (100.0 %)
Other
    2.9       0.4       (2.5 )     (86.2 %)
Gain on derivative instruments
    4.9       11.5       6.6       134.7 %
Net Income
    84.3       105.4                  
 
 
 
 
   
 
       
(Expressed in millions of U.S. dollars, except percentages)
 
Nine-month period ended September 30,
         
Percentage
 
   
2014
   
2015
    Change     Change  
                         
Voyage revenue
  $ 363.1     $ 368.1     $ 5       1.4 %
Accrued charter revenue
    6.2       2       (4.2 )     (67.7 %)
Voyage revenue adjusted on a cash basis
  $ 369.3     $ 370.1     $ 0.8       0.2 %
 
 
5

 
       
Vessels operational data
           
    Nine-month period ended September 30,          
Percentage
 
   
2014
   
2015
   
Change
   
Change
 
                         
Average number of vessels
    54.6       55       0.4       0.7 %
Ownership days
    14,903       15,015       112       0.8 %
Number of vessels under dry-docking
    5       7       2          
 
Voyage Revenue

Voyage revenue increased by 1.4%, or $5.0 million, to $368.1 million during the nine-month period ended September 30, 2015, from $363.1 million during the nine-month period ended September 30, 2014. This increase was mainly attributable to (i) revenue earned by the three newbuild vessels and three secondhand vessels delivered to us during the year ended December 31, 2014; partly offset by (ii) increased off-hire days, mainly due to scheduled dry-dockings during the nine-month period ended September 30, 2015, compared to the nine-month period ended September 30, 2014, and (iii) revenue not earned by vessels which were sold for demolition during the nine-month period ended December 31, 2014.
Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”), increased by 0.2%, or $0.8 million, to $370.1 million during the nine-month period ended September 30, 2015, from $369.3 million during the nine-month period ended September 30, 2014. This increase was mainly attributable to (i) revenue earned by the three newbuild vessels and three secondhand vessels delivered to us during the year ended December 31, 2014; partly offset by (ii) increased off-hire days, mainly due to scheduled dry-dockings during the nine-month period ended September 30, 2015, compared to the nine-month period ended September 30, 2014, and (iii) revenue not earned by vessels which were sold for demolition during the nine-month period ended December 31, 2014.

Voyage Expenses

Voyage expenses decreased by 26.9%, or $0.7 million, to $1.9 million during the nine-month period ended September 30, 2015, from $2.6 million during the nine-month period ended September 30, 2014. 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 were $2.8 million and $2.7 million during the nine-month periods ended September 30, 2015 and 2014, respectively 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, decreased by 2.0% or $1.8 million to $88.6 million during the nine-month period ended September 30, 2015, from $90.4 million during the nine-month period ended September 30, 2014.

General and Administrative Expenses

General and administrative expenses decreased by 8.9% or $0.4 million, to $4.1 million during the nine-month period ended September 30, 2015, from $4.5 million during the nine-month period ended September 30, 2014. General and administrative expenses for the nine-month period ended September 30, 2015, included $1.9 million which is part of the annual fee that our manager receives based on the amended and restated group management agreement, effective as of January 1, 2015. For the nine-month period ended September 30, 2014 this amount was $0.75 million.

Management Fees – related parties

Management fees paid to our managers increased by 2.8%, or $0.4 million, to $14.6 million during the nine-month period ended September 30, 2015, from $14.2 million during the nine-month period ended September 30, 2014. The increase was primarily attributable to (i) the upward adjustment by 4% of the management fee for each vessel (effective January 1, 2015), as provided under our group management agreement, and (ii) the increased average number of vessels during the nine-month period ended September 30, 2015, compared to the nine-month period ended September 30, 2014.

 
6

 
 
 
General and Administrative expenses – non-cash component
 
General and administrative expenses – non-cash component for the nine-month period ended September 30, 2015, amounted to $7.2 million, representing the value of the shares issued to our manager on March 31, 2015, on June 30, 2015 and on September 30, 2015, pursuant to the amended and restated group management agreement, effective as of January 1, 2015. No amounts were incurred in the 2014 period.

Amortization of Dry-docking and Special Survey Costs

Amortization of deferred dry-docking and special survey costs for the nine-month periods ended September 30, 2015 and 2014, were $5.4 million and $5.6 million, respectively. During the nine-month period ended September 30, 2014, five vessels, underwent and completed their special survey. During the nine-month period ended September 30, 2015, seven vessels, underwent and completed their special survey.

Depreciation

Depreciation expense decreased by 3.6%, or $2.8 million, to $76.0 million during the nine-month period ended September 30, 2015, from $78.8 million during the nine-month period ended September 30, 2014. The decrease was mainly attributable to the depreciation expense not charged for the vessels sold for demolition during the year ended December 31, 2014 and to a change in the estimated scrap value of vessels, which had a favorable effect of $4.1 million for the nine-month period ended September 30, 2015; partly offset by the depreciation expense charged for the three newbuild and three secondhand vessels delivered to us during the year ended December 31, 2014.

Amortization of Prepaid Lease Rentals
 
Amortization of the prepaid lease rentals were $3.7 million and $2.8 million during the nine-month periods ended September 30, 2015 and 2014, respectively.

Gain on Sale/Disposal of Vessels

During the nine-month period ended September 30, 2014, we recorded a net gain of $2.5 million from the sale of three vessels.

Interest Income

During the nine-month periods ended September 30, 2015 and 2014, interest income was $1.1 million and $0.5 million, respectively.

Interest and Finance Costs

Interest and finance costs decreased by 5.6%, or $4.2 million, to $71.4 million during the nine-month period ended September 30, 2015, from $75.6 million during the nine-month period ended September 30, 2014. The decrease was partly attributable to the decreased loan interest expense charged to the consolidated statement of income resulting from the decrease in the outstanding loan amount, a reduction in the write off of finance costs relating to loan refinancing in the 2015 period; partially offset by the fact that the 2014 period benefited from the capitalization of interest associated with the delivery of vessels during that period, which did not recur during 2015.

Equity Loss on Investments
 
During the nine-month period ended September 30, 2015, the equity gain/ (loss) on investments was nil. The equity gain/ (loss) on investments, represents our share of the net losses of sixteen 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 net gain / (loss) includes an unrealized loss of $0.1 million deriving from a swap option agreement entered into by a jointly-owned company.
 
 
7

 
 
 
Gain on Derivative Instruments
 
The fair value of our interest rate derivative instruments which were outstanding as of September 30, 2015, equates to the amount that would be paid by us or to us should those instruments be terminated. As of September 30, 2015, the fair value of these interest rate derivative instruments in aggregate amounted to a liability of $67.0 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 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 nine-month period ended September 30, 2015, a net loss of $1.4 million has been included in OCI and a net gain of $12.3 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 nine-month period ended September 30, 2015. Furthermore, during the nine-month period ended September 30, 2014, we terminated three interest rate derivative instruments that qualified for hedge accounting and we paid the counterparty breakage costs of $10.2 million, in aggregate and has been included in Swaps breakage cost in the 2014 consolidated statement of income.
 
Cash Flows
 
Nine-month periods ended September 30, 2015 and 2014
 
             
Condensed cash flows
 
Nine-month period ended September 30,
 
(Expressed in millions of U.S. dollars)
 
2014
   
2015
 
Net Cash Provided by Operating Activities
  $ 180.7     $ 179.6  
Net Cash Used in  Investing Activities
  $ (109.1 )   $ (28.3 )
Net Cash Used in Financing Activities
  $ (26.4 )   $ (129.8 )
 
Net Cash Provided by Operating Activities

Net cash flows provided by operating activities decreased by $1.1 million to $179.6 million for the nine-month period ended September 30, 2015, compared to $180.7 for the nine-month period ended September 30, 2014. The decrease was primarily attributable to the unfavorable change in working capital position, excluding the current portion of long-term debt and the accrued charter revenue (representing the difference between cash received in that period and revenue recognized on a straight-line basis) of $10.5 million and increased special survey costs of $3.4 million; partly offset by the decreased payments for interest (including swap payments) during the period of $5.7 million and increased cash from operations of $0.8 million.
 
Net Cash Used in Investing Activities
 
Net cash used in investing activities was $28.3 million in the nine-month period ended September 30, 2015, which mainly consisted of  $21.6 million in advance payments for the construction of three newbuild vessels, ordered pursuant to the Framework Agreement with York and  $3.2 million, paid for the acquisition of a secondhand vessel pursuant to the Framework Agreement.
 
Net cash used in investing activities was $109.1 million in the nine-month period ended September 30, 2014, which consisted of: (a) $59.1 million for capitalized costs and advance payments for the construction and delivery of three newbuild vessels, (b) $20.5 million in payments primarily for the acquisition of two secondhand vessels, (c) $51.6 million (net of $5.5 million we received as a dividend distribution) 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.
 
 
8

 
 
 
Net Cash Used in Financing Activities
 
Net cash used in financing activities was $129.8 million in the nine-month period ended September 30, 2015, which mainly consisted of (a) $148.2 million of indebtedness that we repaid, (b) $10.0 million we repaid relating to our sale and leaseback agreements, (c) $64.5 million we paid for dividends to holders of our common stock for the fourth quarter of 2014, first quarter of 2015 and second quarter of 2015, and (d) $2.9 million we paid for dividends  to holders of our Series B Preferred Stock and $6.4 million we paid for dividends to holders of our Series C Preferred Stock, both for the periods from October 15, 2014 to January 14, 2015, January 15, 2015 to April 14, 2015 and April 15, 2015 to July 14, 2015 and $1.5 million we paid for dividends to holders of our Series D Preferred Stock for the period from May 13, 2015 to July 14, 2015, (e) $96.6 million net proceeds we received from our public offering in May 2015, of 4.0 million shares of our Series D Preferred Stock, net of underwriting discounts and expenses incurred in the offering.
 
Net cash used in financing activities was $26.4 million in the nine-month period ended September 30, 2014, which mainly consisted of: (a) $309.8 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) $6.3 million we repaid regarding our sale and leaseback agreements, (e) $62.1 million we paid for dividends to holders of our common stock for the fourth quarter of 2013, the first quarter of 2014 and the second quarter of 2014, (f) $2.9 million we paid for dividends  to holders of our Series B Preferred Stock for the period from October 15, 2013 to July 14, 2014, and $4.1 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 July 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.
 
Management Agreements
 
In October 2015, the Company’s audit committee and board of directors approved the terms of a Framework Agreement with Costamare Shipping Company S.A. (“Costamare Shipping”) and a Services Agreement with Costamare Shipping Services Ltd. (“Costamare Services”), shipmanagement companies owned by members of the Konstantakopoulos family, to replace the amended and restated management agreement with Costamare Shipping dated March 3, 2015 (the “Group Management Agreement”). The aggregate services provided by Costamare Shipping and Costamare Services to the Company and the aggregate fees payable by the Company for such services will be substantially the same as the services and fees under the Group Management Agreement. The audit committee and board also approved an amendment to the Registration Rights Agreement entered into in connection with the Company’s initial public offering, to extend registration rights to Costamare Shipping and Costamare Services.
 
 
9

 
 
 
Liquidity and Capital Expenditures
 
Cash and cash equivalents
 
As of September 30, 2015, we had a total cash liquidity of $191.7 million, consisting of cash, cash equivalents and restricted cash.
 
Debt-free vessels
 
As of October 21, 2015, the following vessels were free of debt.
 
Unencumbered Vessels in the water(*)
(refer to fleet list for full charter details)

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

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

As of October 21, 2015, we had outstanding commitments relating to our ten contracted newbuilds aggregating approximately $276.1 million payable in installments until the vessels are delivered, out of which $170.8 million will be funded through committed financing. Additionally, we had an outstanding commitment of $3.2 million, relating to the purchase price of the Helgoland Trader, which is expected to be paid on delivery of the vessel. The amounts represent our interest in the relevant jointly-owned entities with York.
 
Conference Call details:
 
On Thursday, October 22, 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 November 22, 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: 10074683.

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.
 
 
 
10

 
 
 
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 71 containerships, with a total capacity of approximately 462,000 TEU, including ten newbuild containerships on order and one secondhand vessel to be delivered. Sixteen of our containerships, including ten 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, Series C Preferred Stock and Series D Preferred Stock trade on the New York Stock Exchange under the symbols “CMRE”, “CMRE PR B”, “CMRE PR C” and “CMRE PR D”, respectively.
 
Forward-Looking Statements

This earnings release contains “forward-looking statements”. In some cases, you can identify these statements by forward-looking words such as “believe”, “intend”, “anticipate”, “estimate”, “project”, “forecast”, “plan”, “potential”, “may”, “should”, “could” and “expect” and similar expressions. These statements are not historical facts but instead represent only Costamare’s belief regarding future results, many of which, by their nature, are inherently uncertain and outside of Costamare’s control. It is possible that actual results may differ, possibly materially, from those anticipated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect future results, see the discussion in Costamare Inc.’s Annual Report on Form 20-F (File No. 001-34934) under the caption “Risk Factors”.
 
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
 
 
 
11

 
 
 
 Fleet List
 
The tables below provide additional information, as of October 21, 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
 
2010
8,531
       
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
26,822
27
MAERSK KINGSTON
A.P. Moller-Maersk
2003
6,644
11 years
38,461(4)
February 2020
27,576
28
MAERSK KALAMATA
A.P. Moller-Maersk
2003
6,644
11 years
38,418(5)
April 2020
27,863
29
VENETIKO
OOCL
2003
5,928
0.3 years
10,000
December 2015
10,000
30
ENSENADA EXPRESS(*)
 
2001
5,576
       
31
MSC ROMANOS
MSC
2003
5,050
5.3 years
28,000
November 2016
28,000
32
ZIM NEW YORK
ZIM
2002
4,992
14 years
14,534
September 2016(6)
14,534
33
ZIM SHANGHAI
ZIM
2002
4,992
14 years
14,534
September 2016(6)
14,534
34
ZIM PIRAEUS
ZIM
2004
4,992
10 years
13,744
July 2016
12,544
35
OAKLAND EXPRESS
Hapag Lloyd
2000
4,890
8.0 years
30,500
September 2016
30,500
 
 
12

 
 
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)
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
1.5 years
10,000
February  2016
10,000
43
KARMEN
Evergreen
1991
3,351
1.5 years
11,000
March 2016
11,000
44
MARINA(8)
Evergreen
1992
3,351
0.5 years
8,800
May 2016
8,800
45
MSC CHALLENGER
MSC
1986
2,633
4.8 years
10,000
November 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
0.9 years
7,000
November 2015
7,000
48
AREOPOLIS
Evergreen
2000
2,474
0.7 years
7,200
November 2015
7,200
49
HELGOLAND TRADER(*) (9)
Maersk
1998
2,472
0.5 years
8,750
March 2016
8,750
50
MESSINI
Evergreen
1997
2,458
3.3 years
7,900
February 2016
7,900
51
MSC REUNION
MSC
1992
2,024
8.0 years
11,200
July 2016
11,200
52
MSC NAMIBIA II
MSC
1991
2,023
8.8 years
11,200
July 2016
11,200
53
MSC SIERRA II
MSC
1991
2,023
7.7 years
11,200
June 2016
11,200
54
MSC PYLOS
MSC
1991
2,020
5.0 years
7,250
January 2016
7,250
55
PADMA(*)
Yang Ming
1998
1,645
0.9 years
8,000
January 2016
8,000
56
NEAPOLIS
 
2000
1,645
       
57
ARKADIA(*)
Evergreen
2001
1,550
2.0 years
10,600
August 2017
10,600
58
PROSPER
Sea Consortium
1996
1,504
0.7 years
9,500(10)
February 2016
8,635
59
ZAGORA
MSC
1995
1,162
4.7 years
7,400
May 2016
7,400
60
PETALIDI(*)
CMA CGM
1994
1,162
2.0 years
7,600
June 2016
7,600
61
STADT LUEBECK
CMA CGM
2001
1.078
2.7 years
8,000(11)
March 2016
8,800
 
Newbuilds
 
 
 
Vessel Name
 
Shipyard
Capacity
(TEU)
Charterer
Expected Delivery
(based on latest shipyard
schedule)
1
NCP0113(*)
Hanjin Subic Bay
11,010
 
2nd Quarter 2016
2
NCP0114(*)
Hanjin Subic Bay
11,010
 
2nd Quarter 2016
3
NCP0115(*)
Hanjin Subic Bay
11,010
 
2nd Quarter 2016
4
NCP0116(*)
Hanjin Subic Bay
11,010
 
2nd Quarter 2016
5
NCP0152(*)
Hanjin Subic Bay
11,010
 
4th Quarter 2016
6
S2121(*)
Samsung Heavy
14,354
Evergreen
2nd Quarter 2016
7
S2122(*)
Samsung Heavy
14,354
Evergreen
2nd Quarter 2016
8
S2123(*)
Samsung Heavy
14,354
Evergreen
3rd Quarter 2016
9
S2124(*)
Samsung Heavy
14,354
Evergreen
3rd Quarter 2016
10
S2125(*)
Samsung Heavy
14,354
Evergreen
3rd Quarter 2016


 
13

 
 
 
(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 October 21, 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)
The amounts in the table reflect the current charter terms, giving effect to our agreement with Zim under the 2014 restructuring plan. Based on this agreement, we have been granted charter extensions and have been issued equity securities representing 1.2% of Zim’s equity and approximately $8.2 million in interest bearing notes maturing in 2023. In July the Company exercised its option to extend the charters of Zim New York and Zim Shanghai for one year pursuant to its option to extend the charter of two of the three vessels chartered to Zim for successive one year periods at market rate plus $1,100 per day per vessel while the notes remain outstanding. The rate for the first year has been determined at $14,534 daily.
(7)
As from December 1, 2012 until redelivery, the charter rate is to be a minimum of $13,500 per day plus 50% of the difference between the market rate and the charter rate of $13,500. The market rate is to be determined annually based on the Hamburg ConTex type 3500 TEU index published on October 1 of each year until redelivery.
(8)
The vessel is currently on a voyage charter and is expected to be delivered to Evergreen on November 7, 2015.
(9)
The vessel is expected to be delivered to us no later than April 30, 2016.
(10)
This charter changes on November 15, 2015 to $8,400 per day until the earliest redelivery date.
(11)
The charter rate will be $8,000 per day provided that the vessel trades within the Red Sea once every 20 days, while it will change to $7,400 for non-Red Sea trading. As of October 21, 2015, the vessel is earning $8,000 per day.
 
(i)
Assumes exercise of owner’s unilateral options to extend the charter of these vessels for two one year periods at the same charter rate. The charterer also has corresponding options to unilaterally extend the charter for the same periods at the same charter rate.
(ii)
The charterer has a unilateral option to extend the charter of the vessel for two periods of 30 months each +/-90 days on the final period performed, at a rate of $41,700 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.
 
 
 
14

 
 
 
COSTAMARE INC.
Consolidated Statements of Income
 
   
Nine-months ended September 30,
   
Three-months ended September 30,
 
(Expressed in thousands of U.S. dollars, except share and per share amounts)
 
2014
   
2015
   
2014
   
2015
 
   
(Unaudited)
 
                         
REVENUES:
                       
Voyage revenue
  $ 363,129     $ 368,102     $ 124,726     $ 124,033  
                                 
EXPENSES:
                               
Voyage expenses
    (2,590 )     (1,902 )     (814 )     (874 )
Voyage expenses – related parties
    (2,724 )     (2,757 )     (936 )     (928 )
Vessels' operating expenses
    (90,392 )     (88,554 )     (30,487 )     (28,774 )
General and administrative expenses
    (4,505 )     (4,056 )     (2,055 )     (1,374 )
Management fees - related parties
    (14,199 )     (14,615 )     (4,901 )     (4,925 )
General and administrative expenses – non-cash component
    -       (7,219 )     -       (1,836 )
Amortization of dry-docking and special survey costs
    (5,576 )     (5,434 )     (1,780 )     (1,851 )
Depreciation
    (78,845 )     (76,034 )     (27,027 )     (25,623 )
Amortization of prepaid lease rentals
    (2,768 )     (3,726 )     (1,256 )     (1,256 )
Gain on sale / disposals of vessels
    2,543       -       5,446       -  
Foreign exchange gains / (losses)
    (73 )     15       37       (215 )
Operating income
  $ 164,000     $ 163,820     $ 60,953     $ 56,377  
                                 
OTHER INCOME / (EXPENSES):
                               
Interest income
  $ 531     $ 1,053     $ 240     $ 321  
Interest and finance costs
    (75,601 )     (71,387 )     (27,239 )     (21,644 )
Swaps breakage costs
    (10,192 )     -       -       -  
Equity gain  / (loss) on investments
    (2,237 )     38       38       85  
Other
    2,843       404       40       99  
Gain / (Loss) on derivative instruments
    4,943       11,508       3,042       (415 )
Total other income / (expenses)
  $ (79,713 )   $ (58,384 )   $ (23,879 )   $ (21,554 )
Net Income
  $ 84,287     $ 105,436     $ 37,074     $ 34,823  
Earnings allocated to Preferred Stock
    (8,831 )     (12,637 )     (3,112 )     (5,324 )
Net Income available to common stockholders
  $ 75,456     $ 92,799     $ 33,962     $ 29,499  
                                 
                                 
Earnings per common share, basic and diluted
  $ 1.01     $ 1.24     $ 0.45     $ 0.39  
Weighted average number of shares, basic and diluted
    74,800,000       74,952,340       74,800,000       75,100,826  
 

 
 
15

 
 
 
COSTAMARE INC.
Consolidated Balance Sheets
 
   
As of December 31,
   
As of September 30,
 
(Expressed in thousands of U.S. dollars)
 
2014
   
2015
 
   
(Audited)
   
(Unaudited)
 
ASSETS
           
CURRENT ASSETS:
           
Cash and cash equivalents                                                                           
  $ 113,089     $ 134,613  
Restricted cash
    14,264       8,757  
Accounts receivable
    2,365       1,590  
Inventories
    11,565       12,609  
Due from related parties
    4,447       3,834  
Fair value of derivatives
    -       234  
Insurance claims receivable
    1,759       3,394  
Prepaid lease rentals
    4,982       4,985  
Accrued charter revenue
    511       439  
Prepayments and other
    4,993       6,859  
Total current assets
  $ 157,975     $ 177,314  
FIXED ASSETS, NET:
               
Capital leased assets
  $ 250,547     $ 244,877  
Vessels, net
    2,098,820       2,030,325  
Total fixed assets, net
  $ 2,349,367     $ 2,275,202  
NON-CURRENT ASSETS:
               
Investment in affiliates
  $ 73,579     $ 100,115  
Prepaid lease rentals, non-current
    40,811       37,082  
Deferred charges, net
    28,675       28,769  
Accounts receivable, non-current
    1,425       1,425  
Restricted cash
    49,818       48,280  
Accrued charter revenue
    1,025       690  
Other non-current assets
    12,065       12,518  
Total assets
  $ 2,714,740     $ 2,681,395  
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
CURRENT LIABILITIES:
               
Current portion of long-term debt
  $ 192,951     $ 185,258  
Accounts payable
    6,296       6,746  
Due to related parties
    -       282  
Capital lease obligations
    13,508       14,280  
Accrued liabilities
    19,119       19,480  
Unearned revenue
    12,929       15,767  
Fair value of derivatives
    43,287       35,521  
Other current liabilities
    2,286       2,006  
Total current liabilities
  $ 290,376     $ 279,340  
NON-CURRENT LIABILITIES
               
Long-term debt, net of current portion
  $ 1,326,990     $ 1,186,507  
Capital lease obligations, net of current portion
    233,625       222,814  
Fair value of derivatives, net of current portion
    31,653       31,432  
Unearned revenue, net of current portion
    29,454       27,764  
Total non-current liabilities
  $ 1,621,722     $ 1,468,517  
COMMITMENTS AND CONTINGENCIES
               
STOCKHOLDERS’ EQUITY:
               
Preferred stock
  $ -     $ -  
Common stock
    8       8  
Additional paid-in capital
    858,665       962,500  
Retained earnings
    103       28,444  
Accumulated other comprehensive loss
    (56,134 )     (57,414 )
Total stockholders’ equity
  $ 802,642     $ 933,538  
Total liabilities and stockholders’ equity
  $ 2,714,740     $ 2,681,395  
 
 
 
16

 
 
 
Financial Summary
 
   
   
Nine-month period ended September 30,
   
Three-month period ended September 30,
 
(Expressed in thousands of U.S. dollars, except share and per share data):
 
2014
   
2015
   
2014
   
2015
 
                         
                         
Voyage revenue
  $ 363,129     $ 368,102     $ 124,726     $ 124,033  
Accrued charter revenue (1)
  $ 6,241     $ 2,029     $ 1,120     $ 643  
Voyage revenue adjusted on a cash basis (2)
  $ 369,370     $ 370,131     $ 125,846     $ 124,676  
                                 
Adjusted EBITDA (3)
  $ 260,461     $ 262,018     $ 87,021     $ 88,690  
                                 
Adjusted Net Income available to common stockholders (3)
  $ 92,139     $ 97,579     $ 28,103     $ 34,569  
Weighted Average number of shares  
    74,800,000       74,952,340       74,800,000       75,100,826  
Adjusted Earnings per share (3)
  $ 1.23     $ 1.30     $ 0.38     $ 0.46  
                                 
EBITDA (3)
  $ 246,546     $ 260,964     $ 94,136     $ 84,876  
Net Income
  $ 84,287     $ 105,436     $ 37,074     $ 34,823  
Net Income available to common stockholders
  $ 75,456     $ 92,799     $ 33,962     $ 29,499  
Weighted Average number of shares
    74,800,000       74,952,340       74,800,000       75,100,826  
Earnings per share
  $ 1.01     $ 1.24     $ 0.45     $ 0.39  
 
(1) Accrued charter revenue represents the difference between cash received during the period and revenue recognized on a straight-line basis.  In the early years of a charter with escalating charter rates, voyage revenue will exceed cash received during the period and during the last years of such charter cash received will exceed revenue recognized on a straight line basis.
(2) Voyage revenue adjusted on a cash basis represents Voyage revenue after adjusting for non-cash “Accrued charter revenue” recorded under charters with escalating charter rates. However, Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. generally accepted accounting principles (“GAAP”). We believe that the presentation of Voyage revenue adjusted on a cash basis is useful to investors because it presents the charter revenue for the relevant period based on the then current daily charter rates.  The increases or decreases in daily charter rates under our charter party agreements are described in the notes to the “Fleet List” below.  
(3) Adjusted net income available to common stockholders, adjusted earnings per share, EBITDA and adjusted EBITDA are non-GAAP measures. Refer to the reconciliation of net income to adjusted net income and net income available to common stockholders to EBITDA and adjusted EBITDA below.
 
Non-GAAP Measures

The Company reports its financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures used in managing the business may provide users of these financial measures additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain items that impact the overall comparability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. The tables below set out supplemental financial data and corresponding reconciliations to GAAP financial measures for the three-month and nine-month periods ended September 30, 2015 and 2014. 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.
 
 
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Reconciliation of Net Income to Adjusted Net Income available to common stockholders and Adjusted Earnings per Share

                         
   
Nine-month period ended September 30,
   
Three-month period ended September 30,
 
(Expressed in thousands of U.S. dollars, except share and per share data)
 
2014
   
2015
   
2014
   
2015
 
                         
Net Income
  $ 84,287     $ 105,436     $ 37,074     $ 34,823  
Earnings allocated to Preferred Stock
    (8,831 )     (12,637 )     (3,112 )     (5,324 )
Net Income available to common stockholders
    75,456       92,799       33,962       29,499  
Accrued charter revenue
    6,241       2,029       1,120       643  
Gain on sale / disposal of vessels
    (2,543 )     -       (5,446 )     -  
Swaps breakage cost
    10,192       -       -       -  
Unrealized loss from swap option agreement held by a jointly owned company with York included in equity loss on investments
    4,905       585       190       145  
General and administrative expenses – non-cash component
    -       7,219       -       1,836  
Amortization of prepaid lease rentals
    2,768       3,726       1,256       1,256  
Realized Loss on Euro/USD forward contracts (1)
    63       2,729       63       775  
(Gain) / Loss on derivative instruments (1)
    (4,943 )     (11,508 )     (3,042 )     415  
Adjusted Net income available to common stockholders
  $ 92,139     $ 97,579     $ 28,103     $ 34,569  
Adjusted Earnings per Share
  $ 1.23     $ 1.30     $ 0.38     $ 0.46  
Weighted average number of shares
    74,800,000       74,952,340       74,800,000       75,100,826  
 
Adjusted Net Income available to common stockholders and Adjusted Earnings per Share represent net income after earnings allocated to preferred stock, but before non-cash “Accrued charter revenue” recorded under charters with escalating charter rates, loss on sale/disposal 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, General and administrative expenses – non-cash component, amortization of prepaid lease rentals and non-cash changes in fair value of derivatives.   “Accrued charter revenue” is attributed to the timing difference between the revenue recognition and the cash collection. However, Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are not recognized measurements under U.S. GAAP. We believe that the presentation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful to investors because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We also believe that Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful in evaluating our ability to service additional debt and make capital expenditures. In addition, we believe that Adjusted Net Income available to common stockholders and Adjusted Earnings per Share are useful in evaluating our operating performance and liquidity position compared to that of other companies in our industry because the calculation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share generally eliminates the effects of the accounting effects of capital expenditures and acquisitions, certain hedging instruments and other accounting treatments, items which may vary for different companies for reasons unrelated to overall operating performance and liquidity. In evaluating Adjusted Net Income available to common stockholders and Adjusted Earnings per Share, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted Net Income available to common stockholders and Adjusted Earnings per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

(1) Items to consider for comparability include gains and charges. Gains positively impacting net income are reflected as deductions to adjusted net income. Charges negatively impacting net income are reflected as increases to adjusted net income.
 
 
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Reconciliation of Net Income to EBITDA and Adjusted EBITDA
 
                         
   
Nine-month period ended September 30,
   
Three-month period ended September 30,
 
(Expressed in thousands of U.S. dollars)
 
2014
   
2015
   
2014
   
2015
 
                         
                         
Net Income
  $ 84,287     $ 105,436     $ 37,074     $ 34,823  
Interest and finance costs
    75,601       71,387       27,239       21,644  
Interest income
    (531 )     (1,053 )     (240 )     (321 )
Depreciation
    78,845       76,034       27,027       25,623  
Amortization of prepaid lease rentals
    2,768       3,726       1,256       1,256  
Amortization of dry-docking and special survey costs
    5,576       5,434       1,780       1,851  
EBITDA
    246,546       260,964       94,136       84,876  
Accrued charter revenue
    6,241       2,029       1,120       643  
Gain on sale / disposal of vessels
    (2,543 )     -       (5,446 )     -  
Swaps breakage cost
    10,192       -       -       -  
Unrealized loss from swap option agreement held by a jointly owned company with York included in equity loss on investments
    4,905       585       190       145  
General and administrative expenses – non-cash component
    -       7,219       -       1,836  
Realized Loss on Euro/USD forward contracts
    63       2,729       63       775  
(Gain) / Loss on derivative instruments
    (4,943 )     (11,508 )     (3,042 )     415  
Adjusted EBITDA
  $ 260,461     $ 262,018     $ 87,021     $ 88,690  

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, loss on sale / disposal 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, General and administrative expenses – non-cash component and non-cash changes in fair value of derivatives. “Accrued charter revenue” is attributed to the time difference between the revenue recognition and the cash collection. However, EBITDA and Adjusted EBITDA are not recognized measurements under U.S. GAAP. We believe that the presentation of EBITDA and Adjusted EBITDA are useful to investors because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We also believe that EBITDA and Adjusted EBITDA are useful in evaluating our ability to service additional debt and make capital expenditures. In addition, we believe that EBITDA and Adjusted EBITDA are useful in evaluating our operating performance and liquidity position compared to that of other companies in our industry because the calculation of EBITDA and Adjusted EBITDA generally eliminates the effects of financings, income taxes and the accounting effects of capital expenditures and acquisitions, items which may vary for different companies for reasons unrelated to overall operating performance and liquidity. In evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
(1) Items to consider for comparability include gains and charges. Gains positively impacting net income are reflected as deductions to adjusted EBITDA. Charges negatively impacting net income are reflected as increases to adjusted EBITDA.

 
 
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