Costamare Inc. was incorporated in the Republic of The Marshall Islands on
April 21, 2008 under the Marshall Islands Business Corporations Act, for the
purpose of completing a reorganization of 53 ship-owning companies then owned
by our chief executive officer and other members of the Konstantakopoulos family
under a single corporate holding company. We are controlled by members of the
Konstantakopoulos family, which has a long history of operating and investing
in the international shipping industry, including a long history of vessel ownership.
Captain Vasileios Konstantakopoulos, the father of our chairman and chief executive
officer, Konstantinos Konstantakopoulos, founded Costamare Shipping in 1974.
We initially owned and operated drybulk carrier vessels, but in 1984 we became
the first Greek-owned company to enter the containership market and, since 1992,
we have focused exclusively on containerships. After assuming management of
our company in 1998, Konstantinos Konstantakopoulos has concentrated on building
a large, modern and reliable containership fleet run and supported by highly
skilled, experienced and loyal personnel. He founded the management company
Shanghai Costamare in 2005, and he founded the manning agency C-Man Maritime
Inc. (“C-Man Maritime”) in 2006. Under Konstantinos Konstantakopoulos’s
leadership, we have continued to foster a company culture focusing on excellent
customer service, industry leadership and innovation.
We are an international owner of containerships, chartering our vessels to
many of the world’s largest liner companies. We had a fleet of 68 containerships
with a total capacity in excess of 447,000 TEU, including nine newbuilds on
order, making us one of the largest public containership companies in the world,
based on total TEU capacity. At that date, our fleet consisted of (i) 59 vessels
in the water, aggregating approximately 331,000 TEU and (ii) nine newbuild vessels
aggregating approximately 116,000 TEU that are scheduled to be delivered to
us through the third quarter of 2016, based on the current shipyard schedule.
13 of our containerships, including nine newbuilds, had been acquired pursuant
to the Framework Agreement with York by vessel-owning joint venture entities
in which we hold a minority equity interest. See “—Our Fleet, Acquisitions
and Newbuild Vessels”.
Our strategy is to time-charter our containerships to a geographically diverse,
financially strong and loyal group of leading liner companies. Our containerships
operate primarily under long-term, fixed-rate time charters and therefore are
not subject to the effect of seasonal variations in demand. Our containerships
have a record of low unscheduled off-hire days, with fleet utilization levels,
excluding scheduled dry dockings. Over the last three years our largest customers
by revenue were A.P. Moller-Maersk, MSC, Evergreen, Hapag- Lloyd and COSCO.
The average (weighted by TEU capacity) remaining time-charter duration for our
fleet of 68 containerships was approximately 4.5 years, based on the remaining
fixed terms and assuming the exercise of any owner’s options and the non-exercise
of any charterer’s options under our containerships’ charters.
Our vessels are managed by our “affiliated managers” which are controlled
by our chairman and chief executive officer, Costamare Shipping and Shanghai
Costamare (which acts as a sub-manager), except in certain cases where, subject
to our consent, a third party has been contracted to provide sub- management
services. As described below, in April 2013, the Cell under V.Ships Greece replaced
CIEL, another entity controlled by our chairman and chief executive officer,
as the sub-manager of certain of our vessels. Costamare Shipping is the head
manager of our vessels, while the Cell is the exclusive third-party sub-manager
of Costamare Shipping (except for a limited number of vessels that may be managed
by other third-party sub-managers). We believe that having several management
companies, both affiliate and third party, provides us with a deep pool of operational
management in multiple locations with market-specific experience and relationships,
as well as the geographic flexibility needed to manage and crew our large and
diverse fleet so as to provide a high level of service, while remaining cost-effective.
Costamare Shipping provides us with general administrative services, certain
commercial services, director and officer (“D&O”) related insurance
services and the services of our executive officers pursuant to the Group Management
Agreement between Costamare Shipping and us. Costamare Shipping, itself or through
Shanghai Costamare, and, in certain cases, subject to our consent, a third-party
sub-manager, currently provides our fleet with technical, crewing, commercial,
provisioning, bunkering, sale and purchase, chartering, accounting, insurance
and administrative services pursuant to the Group Management Agreement and separate
ship-management agreements between each of our containership-owning subsidiaries
and Costamare Shipping. As described below, the Cell under V.Ships Greece replaced
CIEL as sub-manager of certain of our vessels in 2013 and is the exclusive third-party
sub- manager of Costamare Shipping (except for a limited number of vessels that
may be managed by other third-party sub-managers). In return for these services,
we pay the management fees described below in this section and elsewhere in
this annual report. Our affiliated managers, Costamare Shipping and Shanghai
Costamare, control the selection and employment of seafarers for our containerships,
directly through their crewing offices in Athens, Greece and Shanghai, China,
and indirectly through our related crewing agent in the Philippines, C-Man Maritime,
and independent manning agents in Romania and Bulgaria. The seafarers for our
containerships managed by V.Ships Greece are arranged in part through C-Man
Maritime and in part through V.Ships Greece (which utilizes the global V.Group
network) under the Co-operation Agreement. Under the Group Management Agreement,
Costamare Shipping is the head manager of our containerships and may subcontract
certain of its obligations to a related sub-manager (such as Shanghai Costamare)
or, subject to our consent, to a third-party (such as V.Ships Greece), or direct
that such related or third-party sub-manager enter into a direct ship-management
contract with the relevant containership-owning subsidiary. As discussed below,
these arrangements will not result in any increase in the aggregate amount of
management fees we pay. We believe that having multiple management companies
provides us with a deep pool of operational management in multiple locations
with market-specific experience and relationships, as well as the geographic
flexibility needed to manage and crew our large and diverse fleet so as to provide
a high level of service, while remaining cost-effective. For example, Shanghai
Costamare employs Chinese nationals with the language skills and local knowledge
we believe are necessary to grow and establish meaningful relationships with
Chinese shipyards, charterers, ship-owners, financial institutions and containership
service providers. The Cell under V.Ships Greece provides added operational
flexibility and economies of scale while maintaining a high level of management
services.
Costamare Shipping and Shanghai Costamare are controlled by our chairman and
chief executive officer. Our chairman and chief executive officer and our chief
financial officer supervise, in conjunction with our board of directors, the
services provided by our managers. Costamare Shipping reports to our board of
directors through our chairman and chief executive officer and our chief financial
officer, each of whom is appointed by our board of directors. Under the Group
Management Agreement, our executive officers are provided to us by Costamare
Shipping and their compensation is set and paid by Costamare Shipping. We could
request that Costamare Shipping provide the services of additional officers
or employees pursuant to the Group Management Agreement, in which case the management
fee payable to Costamare Shipping under the Group Management Agreement may be
increased.
2.38%