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Long-Term Debt

6 Months Ended

Jun. 30, 2015

Long-term Debt, Unclassified [Abstract]

10. Long-Term Debt:

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

Borrower(s)				December 31, 2014			June 30, 2015
	1.	Credit Facility			585,883			540,938
	2.	Term Loans:
		1.	Costis Maritime Corporation and Christos Maritime Corporation		91,500			87,000
		2.	Mas Shipping Co.		38,875			34,750
		3.	Montes Shipping Co. and Kelsen Shipping Co.		78,000			72,000
		4.	Capetanissa Maritime Corporation		50,000			47,500
		5.	Rena Maritime Corporation		47,500			45,000
		6.	Costamare Inc.		73,414			65,538
		7.	Adele Shipping Co., Bastian Shipping Co. and Cadence Shipping Co.		-			-
		8.	Costamare Inc.		120,330			115,873
		9.	Undine Shipping Co., Quentin Shipping Co. and Sander Shipping Co.		208,826			201,185
		10.	Raymond Shipping Co. and Terance Shipping Co.		137,793			132,336
		11.	Costamare Inc.		87,820			79,130
					934,058			880,312
			Total		1,519,941			1,421,250
			Less-current portion		(192,951	)		(186,889	)
			Long-term portion		1,326,990			1,234,361

1. Credit Facility: On July 22, 2008, the Company signed a loan agreement with a consortium of banks, for a $1,000,000 Credit Facility (the “Facility”) for general corporate and working capital purposes. The Company used $631,340 of the proceeds from the Facility to repay the then existing indebtedness. The Facility bears interest at the 3, 6, 9 or 12 months (at the Company’s option) LIBOR plus margin. Following the sale of MSC Antwerp (ex. Sophia Britannia) the Company, on September 30, 2013, repaid $1,500 of the Facility.

The outstanding balance of the Facility as of June 30, 2015, is repayable in 12 equal, consecutive quarterly installments, of $22,473 each plus a balloon payment of $271,262 payable together with the last installment. The quarterly installments were calculated using a formula specified in the agreement, following the amalgamation of the Facility’s compounds on June 30, 2011, as documented in the third supplemental agreement to the Facility that the Company entered into on September 6, 2011.

On December 17, 2012, the Company entered into a fourth supplemental agreement which released two of the Company’s subsidiaries guarantors and the mortgages over their vessels and replaced them with mortgages over two other vessels. On May 28, 2013, the Company entered into a fifth supplemental agreement under which the bank agreed to the change of flags of five of the Company’s vessels and to the transfer of the technical management of two of the Company’s vessels to V.Ships Greece. On August 30, 2013, the Company entered into a sixth supplemental agreement which released one of the Company’s subsidiary guarantor and the mortgage over its vessel and replaced it with mortgages over two other vessels. On July 2, 2014, contemporaneously with the restructuring with a major charterer discussed above (Note 4), the Company entered into a seventh supplemental agreement which amends the calculation method of the security value maintenance of the original agreement for two of the vessels financed by the Credit Facility which are chartered with the specific charterer.

The Facility, as of June 30, 2015, was secured with, among others, first priority mortgages over 18 of the Company’s vessels, first priority assignment of vessels’ insurances and earnings, charter party assignments, first priority pledges over the operating accounts and corporate guarantees of 18 ship-owning companies.

The Facility and certain of the term loans described under Note 10.2 below include among others, financial covenants requiring: (i) the ratio of Total Liabilities (after deducting cash and cash equivalents) to Market Value Adjusted Total Assets (after deducting cash and cash equivalents) not to exceed 0.75 to 1.00, (ii) minimum liquidity of the greater of $30,000 or 3% of the total debt of the Company, (iii) the ratio of EBITDA to net interest expense not to be less than 2.50 to 1.00, (iv) Market Value Adjusted Net Worth, defined as the amount by which the Market Value Adjusted Total Assets exceed the Total Liabilities, to exceed $500,000. The Company’s other term loans described under Note 10.2 below also contain financial covenants requiring the ratio of net funded debt to total net assets ratio not to exceed 80% on a charter inclusive valuation basis as well as financial covenants that are either equal to or less stringent than the foregoing financial covenants.

2. Term loans:

1. In May 2008, Costis Maritime Corporation and Christos Maritime Corporation entered into a loan agreement with a bank for an amount of up to $150,000 in the aggregate ($75,000 each) on a joint and several basis in order to partly finance the acquisition cost of the vessels Sealand New York and Sealand Washington. As at June 30, 2015, the outstanding balance of the loan of $87,000 is repayable in 6 equal semi-annual installments of $4,500, each from November 2015 to May 2018 and a balloon payment of $60,000 payable together with the last installment.

2. In January 2008, Mas Shipping Co. entered into a loan agreement with a bank for an amount of up to $75,000 in order to partly finance the acquisition cost of vessel Maersk Kokura. As at June 30, 2015, the outstanding balance of the loan of $34,750 is repayable in 6 equal semi-annual installments of $4,125, each from August 2015 to February 2018 and a balloon payment of $10,000 payable together with the last installment.

3. In December 2007, Montes Shipping Co. and Kelsen Shipping Co. entered into a loan agreement with a bank for an amount of up to $150,000 in the aggregate ($75,000 each) on a joint and several basis in order to partly finance the acquisition cost of the vessels Maersk Kawasaki and Maersk Kure. As at June 30, 2015, the outstanding balance of the loan of $72,000 is repayable in 5 equal semi-annual installments of $6,000 each from December 2015 to December 2017 and a balloon payment of $42,000 payable together with the last installment.

4. In June 2006, Capetanissa Maritime Corporation entered into a loan agreement with a bank for an amount of up to $90,000, in order to partly finance the acquisition cost of the vessel Cosco Beijing. As at June 30, 2015, the outstanding balance of the loan of $47,500 is repayable in 7 equal semi-annual installments of $2,500 each from August 2015 to August 2018 and a balloon payment of $30,000 payable together with the last installment.

5. In February 2006, Rena Maritime Corporation entered into a loan agreement with a bank for an amount of up to $90,000 in order to partly finance the acquisition cost of the vessel Cosco Guangzhou. As at June 30, 2015, the outstanding balance of the loan of $45,000 is repayable in 6 equal semi-annual installments of $2,500 each from August 2015 to February 2018 and a balloon payment of $30,000 payable together with the last installment.

6. On November 19, 2010, Costamare entered into a term loan agreement with a consortium of banks for an amount of up to $120,000, which was available for drawing for a period up to 18 months. As of June 30, 2015, the Company had drawn the amount of $38,500 (tranche a), the amount of $42,000 (tranche b), the amount of $21,000 (tranche c), the amount of $7,470 (tranche d) and the amount of $7,470 (tranche e) under this term loan agreement in order to finance part of the acquisition cost of MSC Romanos, MSC Methoni, MSC Ulsan, MSC Koroni (ex. Koroni) and MSC Itea (ex. Kyparissia), respectively. As at June 30, 2015, the outstanding balance of the tranche (a) of the loan of $24,063 is repayable in 17 equal quarterly installments of $962.5 from August 2015 to August 2019 and a balloon payment of $7,700 payable together with the last installment. As at June 30, 2015, the outstanding balance of the tranche (b) of the loan of $27,300 is repayable in 18 equal quarterly installments of $1,050 from July 2015 to October 2019 and a balloon payment of $8,400 payable together with the last installment. As at June 30, 2015, the outstanding balance of the tranche (c) of the loan of $14,175 is repayable in 19 equal quarterly installments of $525 from August 2015 to February 2020 and a balloon payment of $4,200 payable together with the last installment. On May 21, 2014, the then outstanding balance of $4,202 of the tranche (d) of the loan was fully repaid. On May 29, 2015, the then outstanding balance of $2,334 of the tranche (e) of the loan was fully repaid.

7. On January 14, 2011, Adele Shipping Co., Bastian Shipping Co. and Cadence Shipping Co., wholly-owned subsidiaries of Costamare, concluded a credit facility with a consortium of banks, as joint-and-several borrowers, for an amount of up to $203,343 to finance part of the acquisition and construction cost of Hulls H1068A, H1069A and H1070A. The drawdown of the facility was made in three tranches, one for each hull. The credit facility was repayable in forty consecutive quarterly installments, the first thirty-nine (1-39) in the amount of $1,412 per tranche each, and a final (fortieth) installment of $12,713 per tranche. As of December 31, 2013, the Company had drawn the amount of $48,765 (tranche (a) - H1068A), $48,765 (tranche (b) - H1069A) and $48,765 (tranche (c) - H1070A), in order to partly finance the second installment and fully finance the third and fourth pre- delivery installment of hulls H1068A, H1069A and H1070A. The newbuilds MSC Azov (Hull H1068A), MSC Ajaccio (Hull H1069A) and MSC Amalfi (Hull H1070A) were delivered to the Company, on January 14, 2014, March 14, 2014 and April 28, 2014, respectively and at the same time the Company agreed the sale and leaseback of such vessels and repaid the then outstanding balance of the three tranches (Note 11).

8. On April 7, 2011, Costamare, as borrower, concluded a credit facility with a bank, for an amount up to the lesser of $140,000 and 70% of the contract price of the vessels, to finance part of the acquisition and construction cost of Hulls S4010 and S4011. In April 2011, the Company drew down the amount of $26,740 in order to partly refinance the first pre-delivery installment of Hulls S4010 and S4011. During the year ended December 31, 2012, the Company drew down the amount of $26,740, in aggregate, in order to partly finance the second and third pre-delivery installments of Hulls S4010 and S4011. Furthermore, during the year ended December 31, 2013, the Company drew down in aggregate the amount of $80,220, in order to partly finance the final installments of Hulls S4010 (MSC Athens), which was delivered to the Company on March 14, 2013 and S4011 (MSC Athos), which was delivered to the Company on April 8, 2013. As at June 30, 2015, the outstanding balance of the loan of $115,873 is repayable in 12 equal semi-annual installments of $4,456.7 from July 2015 until January 2021 and a balloon payment of $62,392.7 payable together with the last installment.

9. On August 16, 2011, Undine Shipping Co., Quentin Shipping Co. and Sander Shipping Co., wholly-owned subsidiaries of Costamare concluded a credit facility with a consortium of banks, as joint-and-several borrowers, for an amount of up to $229,200 to finance part of the acquisition and construction cost of Hulls S4020, S4022 and S4024. The drawdown of the facility was made in three tranches. On August 26, 2011, the Company drew down an amount of $22,920 in order to partly refinance the first pre-delivery installment of Hulls S4020, S4022 and S4024. During the year ended December 31, 2012, the Company drew down in aggregate the amount of $38,200 in order to partly finance the second and the third pre-delivery installments of Hulls S4020, S4022 and S4024. Furthermore, during the year ended December 31, 2013, the Company drew down in aggregate the amount of $168,080 in order to partly finance the third pre-delivery and the delivery final installments of Hulls S4020 (Valor), S4022 (Valiant) and S4024 (Vantage), which were delivered to the Company on June 3, 2013, August 5, 2013 and November 8, 2013, respectively. As at June 30, 2015, the outstanding balance of the tranche (a) of $66,213 relating to Hull S4020 (Valor), is repayable in 20 equal quarterly installments of $1,273.4 from July 2015 to April 2020 and a balloon payment of $40,744.8 payable together with the last installment. As at June 30, 2015, the outstanding balance of the tranche (b) of $66,213 relating to Hull S4022 (Valiant), is repayable in 20 equal quarterly installments of $1,273.4 from September 2015 to June 2020 and a balloon payment of $40,744.8 payable together with the last installment. As at June 30, 2015, the outstanding balance of the tranche (c) of $68,759 relating to Hull S4024 (Vantage) is repayable in 22 equal quarterly installments of $1,273.4 and a balloon payment payable together with the last installment of $40,744.2 from August 2015 to November 2020.

10. On October 12, 2011, Raymond Shipping Co. and Terance Shipping Co. wholly-owned subsidiaries of the Company concluded a credit facility with a bank, as joint and several borrowers, for an amount of up to $152,800 to finance part of the construction and acquisition cost of Hulls S4021 and S4023. On October 25, 2011, the Company drew down an amount of $15,280 in order to partly refinance the first pre-delivery installment of Hulls S4021 and S4023. During the year ended December 31, 2012, the Company drew down in aggregate the amount of $30,560 in order to partly finance the second and third pre-delivery installments of Hulls S4021 and S4023. Furthermore, during the year ended December 31, 2013 the Company drew down in the aggregate the amount $106,960 in order to partly finance the final installments of Hulls S4021 (Value) and S4023 (Valence), which vessels were delivered to the Company on June 25, 2013, and September 2, 2013, respectively. As at June 30, 2015, the outstanding balance of the tranche (a) of $65,486 relating to Hull S4021 (Value), is repayable in 20 equal quarterly installments of $1,364.3 from September 2015 to June 2020 and a balloon payment of $38,199.6 payable together with the last installment. As at June 30, 2015, the outstanding balance of tranche (b) of the loan of $66,850 relating to Hull S4023 (Valence) is repayable in 21 equal quarterly installments of $1,364.3 from August 2015 to August 2020 and a balloon payment of $38,199.6 payable together with the last installment.

11. On October 6, 2011, the Company concluded a loan facility with a bank for an amount of up to $120,000, in order to partly finance the aggregate market value of eleven vessels in its fleet. In March 2012, the Company drew the amount of $113,700. Furthermore, on June 29, 2012, the Company entered into a supplemental agreement for a further amount of $11,300 to finance the acquisition of the vessel Stadt Luebeck, which was drawn down in August 2012 upon the delivery of the vessel. In April 11, 2014, the Company entered into another supplemental agreement, for a further amount of $9,000 to partly finance the acquisition of the vessel Neapolis, which was drawn down in April 2014 upon the delivery of the vessel. In May 2014, the Company repaid the amount of $6,495 due to the sale of Konstantina. Furthermore in September 2014 the Company repaid the amount of $6,000 due to the sale of Akritas. As at June 30, 2015, the outstanding balance of $79,130 is repayable in 14 quarterly variable consecutive installments from September 2015 to December 2018 and a balloon payment of $39,490 payable together with the last installment.

The term loans discussed above bear interest at LIBOR plus a spread and are secured by, inter alia, (a) first priority mortgages over the financed vessels, (b) first priority assignments of all insurances and earnings of the mortgaged vessels and (c) corporate guarantees of Costamare or its subsidiaries, as the case may be. The loan agreements contain usual ship finance covenants, including restrictions as to changes in management and ownership of the vessels, additional indebtedness, mortgaging of vessels, as well as minimum requirements regarding hull Value Maintenance Clauses (“VMC”) in the range of 100% to 125% and restrictions in dividend payments if an event of default has occurred and is continuing or would occur as a result of the payment of such dividend.

The annual principal payments required to be made after June 30, 2015, are as follows:

Year ending December 31,	Amount
2015		94,259
2016		185,259
2017		227,259
2018		557,946
2019		60,396
2020 and thereafter		296,131
		1,421,250

The interest rates of Costamare’s long-term debt at December 31, 2014 and June 30, 2015, were in the range of 1.03%-6.75% and 1.11%-6.75%, respectively. The weighted average interest rate as at December 31, 2014 and June 30, 2015, was 4.2% and 4.2%, respectively.

Total interest expense incurred on long-term debt (including the effect of the interest rate swaps discussed in Note 16) for the six-month periods ended June 30, 2014 and 2015, amounted to $41,008 and $39,702, respectively and is included in Interest and finance costs in the accompanying consolidated statements of income. Of the above amount incurred in 2014, $1,795 was capitalized and is included (a) in Vessels, net ($1,306) and, (b) in the statement of comprehensive income ($489), representing net settlements on interest rate swaps qualifying for cash flow hedge.

3. Costamare Partners credit facility:

On September 26, 2014, in connection with its proposed initial public offering (Note 1), Costamare Partners LP, as guarantor and each of the vessel owning companies, Capetanissa Maritime Corporation, Jodie Shipping Co., Kayley Shipping Co. and Raymond Shipping Co., as joint and several borrowers, entered into a credit facility with DNB Bank ASA, Citibank, N.A., London Branch and Credit Suisse AG for an amount of up to $180,000 consisting of a term loan facility and a revolving credit facility in order to refinance the loans discussed in Notes 11.2.4, 11.2.8 and 11.2.10 above, and for general corporate purposes. The credit facility was available through March 31, 2015, by which date the facility was not utilized and its availability expired.

On June 8, 2015, in connection with its proposed initial public offering (Note 1), Costamare Partners LP, as guarantor and each of the vessel owning companies, Capetanissa Maritime Corporation, Jodie Shipping Co., Kayley Shipping Co. and Raymond Shipping Co., as joint and several borrowers, entered into a new credit facility (the “Costamare Partners Credit Facility”) with DNB Bank ASA, Citibank, N.A., London Branch and Credit Suisse AG for up to $176,842.

The Costamare Partners Credit Facility consists of:

A term loan, in order to refinance the loans discussed in Notes 11.2.4, 11.2.8 and 11.2.10 above, in an amount equal to the lesser of (i) $124,379 and, (ii) an amount which when aggregated with the amount drawn under the revolving credit facility as of the drawdown date of the term loan facility, does not exceed 50% of the market value of the relevant vessels securing the facility. The term loan is available for a single drawdown through September 30, 2015 and is repayable in 17 equal consecutive quarterly installments in the amount of approximately $2,221 plus a balloon payment at the final maturity date, which will be the earlier of the date falling 54 months after the draw down date or November 30, 2019 (the “Final Maturity Date”).

ii.

A revolving credit facility, for general corporate purposes, in an amount equal to the lesser of (i) $52,463 and (ii) an amount which, when aggregated with the amount actually drawn under the term loan facility, does not exceed 50% of the market value of the relevant vessels securing the facility. The commitment under the revolving credit facility will be reduced in 17 quarterly amounts of $937 starting September 30, 2015.

The Costamare Partners Credit Facility will bear interest at LIBOR plus a spread and will be secured by a first priority mortgage over the vessels the COSCO Beijing, the MSC Athens, the MSC Athos and the Value, as well as assignments and pledges of other assets.