Costamare Bulkers Holdings Ltd 6-K, filed Aug 3, 2026
Costamare Bulkers Holdings Ltd (CMDB)
About this 6-K
Costamare Bulkers Holdings Ltd filed this 6-K on August 3, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 001-42581
COSTAMARE BULKERS HOLDINGS LIMITED
(Translation of registrant’s name into English)
7 rue du Gabian, MC 98000 Monaco
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INCORPORATION BY REFERENCE
Exhibit 99.2 to this Report on Form 6-K shall be incorporated by reference into our registration statements on Form F-3, as filed with the U.S. Securities and Exchange Commission on May 30, 2025 (File No. 333-287685), to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 3, 2026
| COSTAMARE BULKERS HOLDINGS LIMITED | ||
| By: | /s/ Gregory G. Zikos | |
| Name: | Gregory G. Zikos | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
COSTAMARE BULKERS HOLDINGS LIMITED REPORTS RESULTS FOR THE SECOND QUARTER AND SIX-MONTH PERIOD ENDED JUNE 30, 2026
Monaco, August 3, 2026 – Costamare Bulkers Holdings Limited (“Costamare Bulkers” or the “Company”) (NYSE: CMDB) today reported unaudited financial results for the second quarter and six-month period ended June 30, 2026.
Financial Highlights1 and Operational Updates
| I. | PROFITABILITY - LIQUIDITY - DEBT |
| · | Q2 2026 Adjusted Net Income2 of $9.8 million ($0.40 per share). |
| · | Q2 2026 Net Income of $5.2 million ($0.21 per share). |
| · | Q2 2026 liquidity of $331.5 million3. |
| · | Cash4 exceeding Debt5 by $108.9 million as of the end of Q2 2026. |
| II. | VESSEL SALE |
| · | Agreement for the sale of the 2009-built, 55,469 DWT capacity dry bulk vessel, Bermondi. |
| · | Sale is expected to be concluded in Q3 2026. |
| III. | OPERATING PLATFORM |
| · | Completion of the previously announced transaction with Cargill International S.A. (“Cargill”), with no pending transfers of the related trading book. |
| · | The operating platform6 is currently focused on Kamsarmax-type vessels and consists of 26 third-party owned dry bulk vessels including: |
1 This earnings release focuses on the financial results and management’s discussion and analysis of Costamare Bulkers for the three-month and six-month periods ended June 30, 2026. Costamare Bulkers became an independent publicly traded company upon its spin-off from Costamare Inc. on May 6, 2025, prior to which it did not operate as a separate legal entity. Accordingly, the results for the three- and six-month periods ended June 30, 2026 are not comparable to the corresponding periods of 2025, and comparative figures for the three- and six-month periods ended June 30, 2025 are not presented.
2 Adjusted Net Income and respective per share figures are non-GAAP measures and should not be used in isolation or as substitutes for Costamare Bulkers’ financial results presented in accordance with U.S. generally accepted accounting principles (“GAAP”). For the definition and reconciliation of these measures to the most directly comparable financial measure calculated and presented in accordance with GAAP, please refer to Exhibit I.
3 Liquidity includes Cash (as defined in footnote 4) and $84.7 million of available undrawn funds from one hunting license facility as of June 30, 2026.
4 Cash denotes Cash and cash equivalents (including restricted cash) of $234.8 million plus margin deposits of $12.0 million relating mainly to our forward freight agreements (“FFAs”) and bunker swaps.
5 Debt denotes Long-term debt including current and non-current portion.
6 As of July 31, 2026, and excluding one vessel sub-chartered out to Cargill on back to back terms pursuant to the Strategic Cooperation Agreement.
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| - | Two Capesize vessels chartered-in under period charters (one expected to be redelivered within 2026). |
| - | 24 Kamsarmax/Panamax vessels, 23 of which are chartered-in primarily under short-term period charters or time charter trips. |
| IV. | OWNED FLEET7 |
| · | Costamare Bulkers currently owns a fleet of 30 dry bulk vessels (including the vessel we have agreed to sell) with a total capacity of approximately 2.7 million DWT, consisting of: |
| - | 6 Capesize vessels, all of which are on period charters. |
| - | 7 Kamsarmax vessels, out of which 5 are on period charters. |
| - | 9 Ultramax vessels, out of which 8 are on period charters. |
| - | 8 Supramax vessels, out of which 4 are on period charters. |
| · | 12 of the period charters are subject to index-linked charter agreements (with owner’s option to convert to fixed rate based on the prevailing FFA curve) while the remaining 11 are fixed-rate agreements. |
Mr. Gregory Zikos, Chief Executive Officer of Costamare Bulkers Holdings Limited, commented:
“During the second quarter of the year Costamare Bulkers generated an adjusted net income of $10 million.
We finalized the transfer of the Company’s entire legacy trading portfolio that was earmarked for Cargill, effectively reducing the risk on our balance sheet. We expect that our trading platform will be free of the three remaining legacy positions by year end.
As part of our fleet renewal program, we recently agreed to sell our 2009-built Supramax vessel, which is expected to be delivered within the third quarter.
With total cash exceeding debt by approximately $110 million, the Company is net cash positive, positioning us favorably to grow countercyclically should a low asset value environment arise.
Regarding the market, this quarter has been characterized by heightened volatility, particularly in the Capesize segment, largely driven by geopolitical uncertainty, energy market turbulence, and weather-related disruptions. Capesize rates peaked in late May before correcting by nearly $20,000/day through the end of June but have since held at robust levels.
The Panamax market remained supported by strong Capesize rates and the return of Chinese seaborne coal demand.
Unlike the larger vessel segments, the Supramax market was on a gradual upward trend throughout the period, supported by firmer grain and minor bulk volumes, as well as rising Liberian iron ore exports, which strengthened Atlantic market conditions.”
7 As of July 31, 2026.
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About Costamare Bulkers Holdings Limited
Costamare Bulkers Holdings Limited is an international owner and operator of dry bulk vessels. Costamare Bulkers’ owned dry bulk fleet consists of 30 vessels (including one vessel we have agreed to sell) with a total carrying capacity of approximately 2,665,000 DWT. Costamare Bulkers also owns a dry bulk operating platform (CBI) which charters in/out dry bulk vessels, enters into contracts of affreightment, forward freight agreements and may also utilize hedging solutions. Costamare Bulkers’ common stock trades on the New York Stock Exchange under the symbol “CMDB”.
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”, “expect” and similar expressions. You should not place undue reliance on these statements. These statements are not historical facts but instead represent only the Company’s beliefs regarding future results, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Although the Company believes that its expectations stated in this earnings release are based on reasonable assumptions, 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 the Company’s Annual Report on Form 20-F (File No. 001-42581). All forward-looking statements reflect management’s current views with respect to certain future events, and the Company expressly disclaims any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in the Company’s views or expectations, or otherwise.
Company Contacts:
Gregory Zikos – Chief Executive Officer
Dimitris Pagratis - Chief Financial Officer
Konstantinos Tsakalidis - Business Development
Costamare Bulkers Holdings Limited, Monaco
Tel: (+377) 92 00 1745
Email: ir@costamarebulkers.com
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Financial Summary
| (Expressed in thousands of U.S. dollars, except share and per share data) | Six-month period ended June 30, 2026 |
Three-month period ended June 30, 2026 |
||||||
| Voyage revenue | $ | 204,437 | $ | 100,474 | ||||
| Voyage revenue – related parties | $ | 18,681 | $ | 11,136 | ||||
| Total voyage revenue | $ | 223,118 | $ | 111,610 | ||||
| Adjusted Net Income (1) | $ | 22,212 | $ | 9,788 | ||||
| Weighted Average number of shares | 24,211,897 | 24,241,646 | ||||||
| Adjusted Earnings per share (1) | $ | 0.92 | $ | 0.40 | ||||
| Net Income | $ | 15,103 | $ | 5,167 | ||||
| Weighted Average number of shares | 24,211,897 | 24,241,646 | ||||||
| Earnings per share | $ | 0.62 | $ | 0.21 | ||||
(1) Adjusted Net Income and Adjusted Earnings per Share are non-GAAP measures. Refer to the reconciliation of Net Income to Adjusted Net Income and Adjusted Earnings per Share.
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 relevant period. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, voyage revenue, net income, or other measures determined in accordance with GAAP. Non-GAAP financial measures include (i) Adjusted Net Income and (ii) Adjusted Earnings per Share.
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Exhibit I
Reconciliation of Net Income to Adjusted Net Income and Adjusted Earnings per Share
Six-month period ended June 30, 2026 |
Three-month period ended June 30, 2026 |
|||||||
| (Expressed in thousands of U.S. dollars, except share and per share data) | ||||||||
| Net Income | $ | 15,103 | $ | 5,167 | ||||
| Deferred charter-in expense | (853 | ) | (397 | ) | ||||
| Amortization of time-charter assumed | (308 | ) | (308 | ) | ||||
| General and administrative expenses - non-cash component | 1,999 | 1,063 | ||||||
| Non-recurring, non-cash write-off of loan deferred financing costs | 166 | — | ||||||
| Non-recurring expenses for realignment of operating platform | 5,624 | 553 | ||||||
| Loss on derivative instruments, excluding realized (gain) / loss on derivative instruments (1) | 481 | 3,710 | ||||||
| Adjusted Net Income | $ | 22,212 | $ | 9,788 | ||||
| Adjusted Earnings per Share | $ | 0.92 | $ | 0.40 | ||||
| Weighted average number of shares | 24,211,897 | 24,241,646 | ||||||
Adjusted Net Income and Adjusted Earnings per Share represent Net Income before deferred charter-in expense, amortization of time-charter assumed, non-recurring, non-cash write-off of loan deferred financing costs, non-recurring expenses for realignment of operating platform, general and administrative expenses - non-cash component and loss on derivative instruments, excluding realized (gain)/loss on derivative instruments. However, Adjusted Net Income and Adjusted Earnings per Share are not recognized measurements under U.S. GAAP. We believe that the presentation of Adjusted Net Income 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 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 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 and Adjusted Earnings per Share generally eliminates the effects of the accounting, effects of 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 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 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. Previously, the Company’s calculation of Adjusted Net Income and Adjusted Earnings per Share included adjustments for any gain/loss incurred in connection with the sale of vessels and for any loss on vessels held for sale. As the Company’s fleet management activities may, subject to market and other conditions, periodically include the sale of dry bulk vessels, the Company no longer includes such adjustments in its calculation of these non-GAAP measures beginning with the results for the first quarter ended March 31, 2026. We believe this updated methodology provides a more meaningful view of the Company’s operating performance.
| (1) | Items to consider for comparability, when prior period figures are presented, 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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Exhibit II
Owned Dry Bulk Fleet Utilization(1)
Six-month period ended June 30, 2026 |
Three-month period ended June 30, 2026 |
|||||||
| Owned Dry Bulk Fleet Available Days | 5,257 | 2,670 | ||||||
| Owned Dry Bulk Fleet Utilization | 98.3 | % | 99.1 | % | ||||
(1) We calculate utilization of our owned dry bulk fleet (including vessels chartered-in by CBI) by dividing (i) the aggregate number of our on-hire days and ballast days (excluding dry dock ballast days) in a period of our owned dry bulk fleet by (ii) the number of our available days (owned dry bulk fleet) during such period. We use the following definitions in our calculation of utilization of owned dry bulk fleet:
| · | On-hire days. We define on-hire days as the total days that a vessel was on-hire during a period. |
| · | Ballast days (excluding dry dock ballast days). We define ballast days (excluding dry dock ballast days) during a period, as the total number of days that a vessel is not on-hire, but is conducting ordinary ship operations (other than dry dock ballast days) which include repositioning from a discharging port to a loading port, sailing to a port for the conclusion of a prospective sale of a vessel or a change of the technical manager of a vessel. |
| · | Available days. We define available days as the number of our ownership days of our owned dry bulk fleet during a period less the aggregate number of dry dock days and dry dock ballast days during such period. We use the following definitions in our calculation of available days (owned dry bulk fleet): |
| ü | Dry dock days. We define dry dock days as the days during a period that a vessel underwent scheduled repairs or repairs under guarantee, vessel upgrades, scheduled dry-docking or special surveys. |
| ü | Dry dock ballast days. We define dry dock ballast days as the total days during a period that a vessel spends sailing to and from a shipyard for scheduled repairs or repairs under guarantee, vessel upgrades, scheduled dry-docking or special surveys. |
6
Exhibit 99.2
Financial Report
Results of Operations
Three-month period ended June 30, 20261
During the three-month period ended June 30, 2026, we had an average of 29.8 vessels in our owned fleet. Furthermore, during the three-month period ended June 30, 2026, we chartered-in an average of 23.1 third-party dry bulk vessels.
During the three-month period ended June 30, 2026, we took delivery of the dry bulk vessel Astros (ex. Koushun) with a DWT capacity of 60,297.
During the three-month period ended June 30, 2026, our fleet ownership days totaled 2,715. Ownership days are one of the primary drivers of voyage revenue and vessels’ operating expenses and represent the aggregate number of days in a period during which each vessel in our fleet is owned.
Consolidated Financial Results and Vessels’ Operational Data
Three-month period ended June 30, 2026 |
||||
| (Expressed in millions of U.S. dollars) | ||||
| Voyage revenue | $ | 100.5 | ||
| Voyage revenue – related parties | 11.1 | |||
| Total voyage revenue | 111.6 | |||
| Voyage expenses | (30.2 | ) | ||
| Charter-in hire expenses | (38.9 | ) | ||
| Voyage expenses – related parties | (1.0 | ) | ||
| Vessels’ operating expenses | (16.4 | ) | ||
| General and administrative expenses | (2.5 | ) | ||
| Management and agency fees – related parties | (3.6 | ) | ||
| General and administrative expenses – non-cash component | (1.1 | ) | ||
| Amortization of dry-docking and special survey costs | (1.9 | ) | ||
| Depreciation | (8.9 | ) | ||
| Foreign exchange gains | 0.1 | |||
| Interest income | 1.7 | |||
| Interest and finance costs | (2.1 | ) | ||
| Other, net | (0.8 | ) | ||
| Loss on derivative instruments, net | (0.8 | ) | ||
| Net Income | $ | 5.2 | ||
| Vessels’ operational data | ||||
Three-month period ended June 30, 2026 |
||||
| Average number of vessels(I) | 29.8 | |||
| Ownership days(I) | 2,715 | |||
| Number of vessels under dry-docking and special survey(I) | — |
(I) Vessels in our owned fleet.
1 The discussion below reflects the second quarter 2026 consolidated financial results of Costamare Bulkers. Prior to the completion of the spin-off from Costamare Inc. on May 6, 2025, Costamare Bulkers did not operate as a separate legal entity. Costamare Bulkers financial results for the three-month period ended June 30, 2026 are therefore not comparable to the corresponding period in 2025 and accordingly, comparative figures are not presented.
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Total Voyage Revenue
Total voyage revenue was $111.6 million during the three-month period ended June 30, 2026, and mainly includes voyage revenue earned by the charter-out activities of both owned and chartered-in vessels and contractual reimbursements from certain of our charterers for EU Emissions Allowances (“EUAs”) and Fuel EU Maritime penalties.
Voyage Expenses
Voyage expenses were $30.2 million for the three-month period ended June 30, 2026. Voyage expenses mainly include (i) fuel consumption and port expenses, primarily relating to the activities of the charter-in vessels, (ii) third-party commissions, (iii) canal tolls and (iv) EUAs and Fuel EU Maritime expenses; however, a significant portion of EUAs and Fuel EU Maritime expenses are contractually reimbursed by the charterers, as discussed in “Total Voyage Revenue”, mitigating the net expenses impact.
Charter-in Hire Expenses
Charter-in hire expenses were $38.9 million for the three-month period ended June 30, 2026, relating to the chartering-in of third-party dry bulk vessels.
Voyage Expenses – related parties
Voyage expenses – related parties were $1.0 million for the three-month period ended June 30, 2026. Voyage expenses – related parties represent (i) fees of 1.25%, in the aggregate, on voyage revenues earned by our owned fleet charged by a related manager and a related service provider and (ii) address commissions on certain charter-out agreements payable to a related agent. These commissions are subsequently paid in full on a back-to-back basis by the related agent to its respective third-party clients with no benefit for the related agent.
Vessels’ Operating Expenses
Vessels’ operating expenses were $16.4 million during the three-month period ended June 30, 2026. Daily vessels’ operating expenses were $6,036 for the three-month period ended June 30, 2026. Daily operating expenses are calculated as vessels’ operating expenses for the period over the ownership days of the period.
General and Administrative Expenses
General and administrative expenses were $2.5 million during the three-month period ended June 30, 2026 and include an amount of $0.7 million that was paid to a related service provider.
Management and Agency Fees – related parties
Management fees charged by our related party managers were $2.8 million during the three-month period ended June 30, 2026. The amounts charged by our related party managers include amounts paid to third party managers of $0.5 million for the three-month period ended June 30, 2026. Furthermore, during the three-month period ended June 30, 2026, agency fees of $0.8 million, in aggregate, were charged by four related agents.
General and Administrative Expenses – non-cash component
General and administrative expenses - non-cash component for the three-month period ended June 30, 2026 amounted to $1.1 million, representing the value of the shares issued to a related service provider on June 30, 2026.
Amortization of Dry-Docking and Special Survey Costs
Amortization of deferred dry-docking and special survey costs was $1.9 million during the three-month period ended June 30, 2026. During the three-month period ended June 30, 2026, no vessels underwent and completed their dry-docking and special surveys.
Depreciation
Depreciation expense for the three-month period ended June 30, 2026 was $8.9 million.
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Vessel held for sale
During the three-month period ended June 30, 2026, the dry bulk vessel Bermondi was classified as vessel held for sale but no loss on vessel held for sale was recorded since the vessel’s estimated fair value less costs to sell exceeded the vessel’s carrying value.
Interest Income
Interest income amounted to $1.7 million for the three-month period ended June 30, 2026.
Interest and Finance Costs
Interest and finance costs were $2.1 million during the three-month period ended June 30, 2026. Interest and finance costs include mainly interest expense on our bank loans, amortization of deferred financing costs, bank charges and other financial expenses.
Other, net
Other, net, amounted to $0.8 million during the three-month period ended June 30, 2026, mainly related to certain non-recurring expenses in connection with the realignment of the operating platform.
Loss on Derivative Instruments, net
As of June 30, 2026, we hold derivative financial instruments that do not qualify for hedge accounting. The change in the fair value of each derivative instrument that does not qualify for hedge accounting is recorded in the consolidated statements of operations.
As of June 30, 2026, the fair value of these instruments, in aggregate, amounted to a net liability of $1.0 million. During the three-month period ended June 30, 2026, the change in the fair value (fair value as of June 30, 2026 compared to fair value as of March 31, 2026) of the derivative instruments, including their realized components during the period, resulted in a net loss of $0.8 million, which has been included in Gain /(loss) on Derivative Instruments, net.
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Results of Operations
Six-month period ended June 30, 20262
During the six-month period ended June 30, 2026, we had an average of 30.1 vessels in our owned fleet. Furthermore, during the six-month period ended June 30, 2026, we chartered-in an average of 23.5 third-party dry bulk vessels.
During the six-month period ended June 30, 2026, we took delivery of the dry bulk vessel Astros (ex. Koushun) with a DWT capacity of 60,297 and we sold the vessels Clara and Miracle with an aggregate DWT capacity of 237,200.
During the six-month period ended June 30, 2026, our fleet ownership days totaled 5,457. Ownership days are one of the primary drivers of voyage revenue and vessels’ operating expenses and represent the aggregate number of days in a period during which each vessel in our fleet is owned.
Consolidated Financial Results and Vessels’ Operational Data
Six-month period ended June 30, 2026 |
||||
| (Expressed in millions of U.S. dollars) | ||||
| Voyage revenue | $ | 204.4 | ||
| Voyage revenue – related parties | 18.7 | |||
| Total voyage revenue | 223.1 | |||
| Voyage expenses | (53.2 | ) | ||
| Charter-in hire expenses | (84.8 | ) | ||
| Voyage expenses – related parties | (1.8 | ) | ||
| Vessels’ operating expenses | (33.1 | ) | ||
| General and administrative expenses | (4.8 | ) | ||
| Management and agency fees – related parties | (9.0 | ) | ||
| General and administrative expenses – non-cash component | (2.0 | ) | ||
| Amortization of dry-docking and special survey costs | (3.5 | ) | ||
| Depreciation | (17.5 | ) | ||
| Gain on sale of vessels | 7.7 | |||
| Foreign exchange losses | (0.1 | ) | ||
| Interest income | 3.3 | |||
| Interest and finance costs | (4.7 | ) | ||
| Other, net | (6.0 | ) | ||
| Gain on derivative instruments, net | 1.5 | |||
| Net Income | $ | 15.1 | ||
| Vessels’ operational data | ||||
Six-month period ended June 30, 2026 |
||||
| Average number of vessels(I) | 30.1 | |||
| Ownership days(I) | 5,457 | |||
| Number of vessels under dry-docking and special survey(I) | 3 | |||
(I) Vessels in our owned fleet.
2 The discussion below reflects the consolidated financial results of Costamare Bulkers for the first half of 2026. Prior to the completion of the spin-off from Costamare Inc. on May 6, 2025, Costamare Bulkers did not operate as a separate legal entity. Costamare Bulkers financial results for the six-month period ended June 30, 2026 are therefore not comparable to the corresponding period in 2025 and accordingly, comparative figures are not presented.
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Total Voyage Revenue
Total voyage revenue was $223.1 million during the six-month period ended June 30, 2026, and mainly includes voyage revenue earned by the charter-out activities of both owned and chartered-in vessels and contractual reimbursements from certain of our charterers for EU Emissions Allowances (“EUAs”) and Fuel EU Maritime penalties.
Voyage Expenses
Voyage expenses were $53.2 million for the six-month period ended June 30, 2026. Voyage expenses mainly include (i) fuel consumption and port expenses, primarily relating to the activities of the charter-in vessels, (ii) third-party commissions, (iii) canal tolls and (iv) EUAs and Fuel EU Maritime expenses; however, a significant portion of EUAs and Fuel EU Maritime expenses are contractually reimbursed by the charterers, as discussed in “Total Voyage Revenue”, mitigating the net expenses impact.
Charter-in Hire Expenses
Charter-in hire expenses were $84.8 million for the six-month period ended June 30, 2026, relating to the chartering-in of third-party dry bulk vessels.
Voyage Expenses – related parties
Voyage expenses – related parties were $1.8 million for the six-month period ended June 30, 2026. Voyage expenses – related parties represent (i) fees of 1.25%, in the aggregate, on voyage revenues earned by our owned fleet charged by a related manager and a related service provider and (ii) address commissions on certain charter-out agreements payable to a related agent. These commissions are subsequently paid in full on a back-to-back basis by the related agent to its respective third-party clients with no benefit for the related agent.
Vessels’ Operating Expenses
Vessels’ operating expenses were $33.1 million during the six-month period ended June 30, 2026. Daily vessels’ operating expenses were $6,065 for the six-month period ended June 30, 2026. Daily operating expenses are calculated as vessels’ operating expenses for the period over the ownership days of the period.
General and Administrative Expenses
General and administrative expenses were $4.8 million during the six-month period ended June 30, 2026 and include an amount of $1.3 million that was paid to a related service provider.
Management and Agency Fees – related parties
Management fees charged by our related party managers were $5.7 million during the six-month period ended June 30, 2026. The amounts charged by our related party managers include amounts paid to third party managers of $1.1 million for the six-month period ended June 30, 2026. Furthermore, during the six-month period ended June 30, 2026, agency fees of $3.3 million, in aggregate, were charged by four related agents.
General and Administrative Expenses – non-cash component
General and administrative expenses - non-cash component for the six-month period ended June 30, 2026 amounted to $2.0 million, representing the value of the shares issued to a related service provider on March 30, 2026 and June 30, 2026.
Amortization of Dry-Docking and Special Survey Costs
Amortization of deferred dry-docking and special survey costs was $3.5 million during the six-month period ended June 30, 2026. During the six-month period ended June 30, 2026, three vessels underwent and completed their dry-docking and special surveys.
Depreciation
Depreciation expense for the six-month period ended June 30, 2026 was $17.5 million.
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Vessel held for sale
During the six-month period ended June 30, 2026, the dry bulk vessel Bermondi was classified as vessel held for sale but no loss on vessel held for sale was recorded since the vessel’s estimated fair value less costs to sell exceeded the vessel’s carrying value.
Gain on Sale of Vessels
During the six-month period ended June 30, 2026, we recorded an aggregate gain of $7.7 million from the sale of the dry bulk vessels Clara and Miracle.
Interest Income
Interest income amounted to $3.3 million for the six-month period ended June 30, 2026.
Interest and Finance Costs
Interest and finance costs were $4.7 million during the six-month period ended June 30, 2026. Interest and finance costs include mainly interest expense on our bank loans, amortization of deferred financing costs, bank charges and other financial expenses.
Other, net
Other, net, amounted to $6.0 million during the six-month period ended June 30, 2026, mainly related to certain non-recurring expenses in connection with the realignment of the operating platform.
Gain on Derivative Instruments, net
As of June 30, 2026, we hold derivative financial instruments that do not qualify for hedge accounting. The change in the fair value of each derivative instrument that does not qualify for hedge accounting is recorded in the consolidated statements of operations.
As of June 30, 2026, the fair value of these instruments, in aggregate, amounted to a net liability of $1.0 million. During the six-month period ended June 30, 2026, the change in the fair value (fair value as of June 30, 2026 compared to fair value as of December 31, 2025) of the derivative instruments, including their realized components during the period, resulted in a net gain of $1.5 million, which has been included in Gain / (loss) on Derivative Instruments, net.
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Liquidity and Unencumbered Vessels
Cash and cash equivalents
As of June 30, 2026, we had Cash and cash equivalents (including restricted cash) of $234.8 million and $12.0 million in margin deposits in relation to our FFAs, bunker swaps and EUA futures. Including the $84.7 million of available undrawn funds from our hunting license facility, our total liquidity as of June 30, 2026, was approximately $331.5 million.
Debt-free vessels
As of July 31, 2026, the following vessels were free of debt.
Unencumbered Vessels
| Vessel Name | Year Built |
DWT Capacity |
||
| ALWINE | 2014 | 61,090 | ||
| AUGUST | 2015 | 61,090 | ||
| ASTROS | 2018 | 60,297 | ||
| BERMONDI | 2009 | 55,469 |
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”, “expect” and similar expressions. You should not place undue reliance on these statements. These statements are not historical facts but instead represent only the Company’s beliefs regarding future results, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Although the Company believes that its expectations stated in this earnings release are based on reasonable assumptions, 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 the Company’s Annual Report on Form 20-F (File No. 001-42581). All forward-looking statements reflect management’s current views with respect to certain future events, and the Company expressly disclaims any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in the Company’s views or expectations, or otherwise.
Company Contacts:
Gregory Zikos – Chief Executive Officer
Dimitris Pagratis - Chief Financial Officer
Konstantinos Tsakalidis - Business Development
Costamare Bulkers Holdings Limited, Monaco
Tel: (+377) 92 00 1745
Email: ir@costamarebulkers.com
| 7 |
Owned Vessels Fleet List
The table below provides information about our owned fleet as of July 31, 2026.
|
|
Vessel Name | Year Built | Capacity (DWT) |
| 1 | FRONTIER | 2012 | 181,415 |
| 2 | PROSPER | 2012 | 179,895 |
| 3 | DORADO | 2011 | 179,842 |
| 4 | MAGNES | 2011 | 179,546 |
| 5 | IMPERATOR | 2012 | 176,387 |
| 6 | ENNA | 2011 | 175,975 |
| 7 | AEOLIAN | 2012 | 83,478 |
| 8 | GRENETA | 2010 | 82,166 |
| 9 | HYDRUS | 2011 | 81,601 |
| 10 | PHOENIX | 2012 | 81,569 |
| 11 | BUILDER | 2012 | 81,541 |
| 12 | FARMER | 2012 | 81,541 |
| 13 | SAUVAN | 2010 | 79,700 |
| 14 | MERCHIA | 2015 | 63,585 |
| 15 | DAWN | 2018 | 63,561 |
| 16 | SEABIRD | 2016 | 63,553 |
| 17 | ORION | 2015 | 63,473 |
| 18 | DAMON | 2012 | 63,301 |
| 19 | ARYA | 2013 | 61,424 |
| 20 | ALWINE | 2014 | 61,090 |
| 21 | AUGUST | 2015 | 61,090 |
| 22 | ASTROS | 2018 | 60,297 |
| 23 | ATHENA | 2012 | 58,018 |
| 24 | ERACLE | 2012 | 58,018 |
| 25 | NORMA | 2010 | 58,018 |
| 26 | CURACAO | 2011 | 57,937 |
| 27 | URUGUAY | 2011 | 57,937 |
| 28 | SERENA | 2010 | 57,266 |
| 29 | LIBRA | 2010 | 56,701 |
| 30 | BERMONDI(i) | 2009 | 55,469 |
| (i) | Denotes vessel we have agreed to sell. |
| 8 |
Chartered-In Vessels Fleet List
The table below provides information about our chartered-in fleet3 as of July 31, 2026.
|
|
Vessel Name | Year Built | Capacity (DWT) | Earliest Redelivery to Owners |
| 1 | SHANDONG MIGHTINESS | 2021 | 210,896 | August 2026 |
| 2 | CAPE PROTEUS (i) | 2011 | 180,585 | April 2027 |
| 3 | GRAMPUS CHARM | 2013 | 82,937 | November 2026 |
| 4 | GRAND OCEAN | 2023 | 82,698 | Two TC Trips |
| 5 | SAPHIRA | 2021 | 82,577 | September 2026 |
| 6 | APJ PRITI 2 | 2006 | 82,574 | October 2026 |
| 7 | ASTRAEA SB | 2009 | 82,533 | TC Trip |
| 8 | NEW ERA | 2011 | 82,153 | September 2026 |
| 9 | PELLA | 2010 | 82,114 | TC Trip |
| 10 | ADMIRAL JIMMU | 2020 | 82,024 | October 2026 |
| 11 | EVER RADIANCE | 2022 | 81,951 | October 2026 |
| 12 | EVER MAJESTY | 2021 | 81,936 | February 2027 |
| 13 | HERMES CENTURY | 2026 | 81,800 | February 2031 |
| 14 | PISTI | 2021 | 81,737 | October 2026 |
| 15 | SAKIYAZA ORCHID | 2017 | 81,588 | TC Trip |
| 16 | EVMILOS | 2012 | 81,507 | TC Trip |
| 17 | KYNOURIA | 2012 | 81,354 | November 2026 |
| 18 | GEORGITSI (i) | 2012 | 81,309 | September 2026 |
| 19 | PLATANOS | 2011 | 81,123 | TC Trip (plus one TC Trip in charterer’s option) |
| 20 | SEA UNITY | 2016 | 81,112 | September 2026 |
| 21 | SIFNOS | 2015 | 81,084 | TC Trip |
| 22 | GEMINI OCEAN | 2017 | 80,982 | September 2026 |
| 23 | NORD SATURN | 2012 | 77,288 | TC Trip |
| 24 | OCEAN ZENON | 2007 | 76,596 | TC Trip |
| 25 | FEDERAL SW | 2011 | 76,483 | TC Trip |
| 26 | STAHLA | 2012 | 76,049 | TC Trip (plus one TC Trip in charterer’s option) |
| (i) | Time-chartered out for the whole remaining charter-in period. |
Chartered-In Newbuilding Vessel
|
|
Vessel | Capacity (DWT) | Estimated Delivery |
| 1 | Newbuilding | 82,400 | Q2 2027 – Q1 2028 |
3 Excluding one vessel already sub-chartered out to Cargill on back to back terms pursuant to the Strategic Cooperation Agreement.
| 9 |
COSTAMARE BULKERS HOLDINGS LIMITED
Consolidated Statements of Operations
| Six-months ended June 304, | Three-months ended June 30, |
|||||||||||
| (Expressed in thousands of U.S. dollars, except share and per share amounts) | 2025 | 2026 | 2026 | |||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| REVENUES: | ||||||||||||
| Voyage revenue | $ | 107,211 | $ | 204,437 | $ | 100,474 | ||||||
| Voyage revenue – related parties | 48,655 | 18,681 | 11,136 | |||||||||
| Total voyage revenue | 155,866 | 223,118 | 111,610 | |||||||||
| EXPENSES: | ||||||||||||
| Voyage expenses | (50,420 | ) | (53,217 | ) | (30,240 | ) | ||||||
| Charter-in hire expenses | (74,767 | ) | (84,836 | ) | (38,860 | ) | ||||||
| Voyage expenses – related parties | (2,228 | ) | (1,791 | ) | (998 | ) | ||||||
| Vessels’ operating expenses | (19,500 | ) | (33,097 | ) | (16,388 | ) | ||||||
| General and administrative expenses | (2,159 | ) | (4,794 | ) | (2,520 | ) | ||||||
| Management and agency fees – related parties | (6,690 | ) | (9,024 | ) | (3,603 | ) | ||||||
| General and administrative expenses – non-cash component | (323 | ) | (1,999 | ) | (1,063 | ) | ||||||
| Amortization of dry-docking and special survey costs | (1,833 | ) | (3,502 | ) | (1,895 | ) | ||||||
| Depreciation | (9,886 | ) | (17,547 | ) | (8,902 | ) | ||||||
| Gain / (loss) on sale of vessels, net | (1,579 | ) | 7,741 | — | ||||||||
| Loss on asset held for sale | (4,990 | ) | — | — | ||||||||
| Foreign exchange gains / (losses) | 4 | (26 | ) | 48 | ||||||||
| Operating income/ (loss) | $ | (18,505 | ) | $ | 21,026 | $ | 7,189 | |||||
| OTHER INCOME / (EXPENSES): | ||||||||||||
| Interest income | $ | 778 | $ | 3,299 | $ | 1,656 | ||||||
| Interest and finance costs | (3,675 | ) | (4,737 | ) | (2,102 | ) | ||||||
| Other | 115 | (6,034 | ) | (784 | ) | |||||||
| Gain / (Loss) on derivative instruments, net | (5,228 | ) | 1,549 | (792 | ) | |||||||
| Total other expenses, net | $ | (8,010 | ) | $ | (5,923 | ) | $ | (2,022 | ) | |||
| Net Income/ (Loss) | $ | (26,515 | ) | $ | 15,103 | $ | 5,167 | |||||
| Earnings / (losses) per common share, basic and diluted | $ | (3.15 | ) | $ | 0.62 | $ | 0.21 | |||||
| Weighted average number of shares, basic and diluted | 8,424,213 | 24,211,897 | 24,241,646 | |||||||||
4 Costamare Bulkers had nominal operations from January 1, 2025 until late March 2025, when Costamare transferred to it the entities engaged in the dry bulk business, which had owned, owned, or were formed with the intention of owning dry bulk vessels. The results of these entities are included, from their transfer date forward, in our consolidated statement of operations for the six-month period ended June 30, 2025. On May 6, 2025, Costamare Bulkers acquired the Costamare Bulkers Inc. operating platform business, whose results are included, from that date forward, in our consolidated statement of operations for the six-month period ended June 30, 2025. Accordingly, the results for the six-month period ended June 30, 2026 are not comparable to the corresponding period in 2025.
| 10 |
COSTAMARE BULKERS HOLDINGS LIMITED
Consolidated Statements of Cash Flows
For the six-month period ended June 305, | Three-months ended June 30, |
|||||||||||
| (Expressed in thousands of U.S. dollars) | 2025 | 2026 | 2026 | |||||||||
| Cash Flows from Operating Activities: | (Unaudited) | (Unaudited) | ||||||||||
| Net income / (loss): | $ | (26,515 | ) | $ | 15,103 | $ | 5,167 | |||||
| Adjustments to reconcile net income / (loss) to net cash provided by operating activities: | ||||||||||||
| Depreciation | 9,886 | 17,547 | 8,902 | |||||||||
| Amortization and write-off of financing costs | 326 | 483 | 155 | |||||||||
| Amortization of deferred dry-docking and special survey costs | 1,833 | 3,502 | 1,895 | |||||||||
| Amortization of assumed time charter | — | (308 | ) | (308 | ) | |||||||
| Equity based payments | 323 | 1,999 | 1,063 | |||||||||
| Loss on derivative instruments, net | 3,667 | 481 | 3,710 | |||||||||
| (Gain) / loss on sale of vessels | 1,579 | (7,741 | ) | — | ||||||||
| Loss on vessels held for sale | 4,990 | — | — | |||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable and Margin deposits | 3,358 | 7,328 | (2,256 | ) | ||||||||
| Due from related parties | 5,856 | 293 | 96 | |||||||||
| Inventories | 5,250 | (1,176 | ) | (824 | ) | |||||||
| Insurance claims receivable | (937 | ) | (134 | ) | 226 | |||||||
| Prepayments and other assets | 6,295 | (5,091 | ) | (15,543 | ) | |||||||
| Accounts payable | 793 | (2,592 | ) | (2,824 | ) | |||||||
| Due to related parties | 4,997 | 1,321 | 1,651 | |||||||||
| Accrued liabilities | (1,495 | ) | (3,667 | ) | (5,068 | ) | ||||||
| Unearned revenue | 1,287 | 1,239 | 6,425 | |||||||||
| Other liabilities | (2,048 | ) | (717 | ) | 316 | |||||||
| Dry-dockings | (2,159 | ) | (7,617 | ) | (1,463 | ) | ||||||
| Accrued charter revenue | 1 | — | — | |||||||||
| Net Cash provided by Operating Activities | 17,287 | 20,253 | 1,320 | |||||||||
| Cash Flows from Investing Activities: | ||||||||||||
| Proceeds from the settlement of insurance claims | 358 | 1,072 | 494 | |||||||||
| Cash acquired from acquisition of subsidiaries | 22,805 | — | — | |||||||||
| Advances for vessel acquisitions /Additions to vessel cost | (5,049 | ) | (27,574 | ) | (21,851 | ) | ||||||
| Proceeds from the sale of vessels, net | 18,581 | 43,731 | — | |||||||||
| Net Cash provided by / (used in) Investing Activities | 36,695 | 17,229 | (21,357 | ) | ||||||||
| Cash Flows from Financing Activities: | ||||||||||||
| Repayment of long-term debt | (155,577 | ) | (18,196 | ) | (3,637 | ) | ||||||
| Cash contribution in relation to the Spin-Off | 230,565 | — | — | |||||||||
| Net Cash provided by / (used in) Financing Activities | 74,988 | (18,196 | ) | (3,637 | ) | |||||||
| Net increase / (decrease) in cash, cash equivalents and restricted cash | 128,970 | 19,286 | (23,674 | ) | ||||||||
| Cash, cash equivalents and restricted cash at beginning of the period | 2,104 | 215,495 | 258,455 | |||||||||
| Cash, cash equivalents and restricted cash at end of the period | $ | 131,074 | $ | 234,781 | $ | 234,781 | ||||||
5 Costamare Bulkers had nominal operations from January 1, 2025 until late March 2025, when Costamare transferred to it the entities engaged in the dry bulk business, which had owned, owned, or were formed with the intention of owning dry bulk vessels. The results of these entities are included, from their transfer date forward, in our consolidated statement of operations for the six-month period ended June 30, 2025. On May 6, 2025, Costamare Bulkers acquired the Costamare Bulkers Inc. operating platform business, whose results are included, from that date forward, in our consolidated financial statements for the six-month period ended June 30, 2025. Accordingly, the results for the six-month period ended June 30, 2026 are not comparable to the corresponding period in 2025.
| 11 |
COSTAMARE BULKERS HOLDINGS LIMITED
Consolidated Balance Sheets
| (Expressed in thousands of U.S. dollars) | As of December 31, 2025 | As of June 30, 2026 | ||||||
| ASSETS | (Audited) | (Unaudited) | ||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 211,845 | $ | 229,931 | ||||
| Restricted Cash | — | 150 | ||||||
| Margin deposits | 10,825 | 11,979 | ||||||
| Accounts receivable | 22,597 | 13,947 | ||||||
| Inventories | 14,217 | 15,393 | ||||||
| Due from related parties | 4,444 | 4,151 | ||||||
| Insurance claims receivable | 4,785 | 3,847 | ||||||
| Fair value of derivatives | 268 | 22 | ||||||
| Vessel held for sale | — | 12,600 | ||||||
| Prepayments and other | 24,668 | 31,920 | ||||||
| Total current assets | 293,649 | 323,940 | ||||||
| FIXED ASSETS, NET: | ||||||||
| Vessels and advances, net | 565,547 | 529,570 | ||||||
| Total fixed assets, net | 565,547 | 529,570 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Deferred charges, net | 18,357 | 21,089 | ||||||
| Operating leases, right-of-use assets | 41,667 | 34,789 | ||||||
| Accounts receivable, non-current | 5,503 | 5,671 | ||||||
| Due from related parties, non-current | 1,050 | 1,050 | ||||||
| Restricted cash | 3,650 | 4,700 | ||||||
| Total assets | $ | 929,423 | $ | 920,809 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Current portion of long-term debt | $ | 14,995 | $ | 16,369 | ||||
| Operating lease liabilities, current portion | 39,155 | 16,699 | ||||||
| Accounts payable | 26,028 | 23,436 | ||||||
| Due to related parties | 5,145 | 6,466 | ||||||
| Accrued liabilities | 9,732 | 6,066 | ||||||
| Unearned revenue | 11,911 | 14,045 | ||||||
| Fair value of derivatives | 825 | 1,059 | ||||||
| Other current liabilities | 15,385 | 13,234 | ||||||
| Total current liabilities | 123,176 | 97,374 | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Long-term debt, net of current portion | 140,599 | 121,512 | ||||||
| Operating lease liabilities, non-current portion | — | 17,622 | ||||||
| Other non-current liabilities | — | 1,551 | ||||||
| Total non-current liabilities | 140,599 | 140,685 | ||||||
| COMMITMENTS AND CONTINGENCIES | — | — | ||||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Preferred stock | — | — | ||||||
| Common stock | 2 | 2 | ||||||
| Additional paid-in capital | 702,992 | 704,991 | ||||||
| Accumulated deficit | (37,346 | ) | (22,243 | ) | ||||
| Total stockholders’ equity | 665,648 | 682,750 | ||||||
| Total liabilities and stockholders’ equity | $ | 929,423 | $ | 920,809 | ||||
| 12 |
Financial Summary
| (Expressed in thousands of U.S. dollars, except share and per share data) | Six-month period ended June 30, 2026 |
Three-month period ended June 30, 2026 |
||||||
| Voyage revenue | $ | 204,437 | $ | 100,474 | ||||
| Voyage revenue – related parties | $ | 18,681 | $ | 11,136 | ||||
| Total voyage revenue | $ | 223,118 | $ | 111,610 | ||||
| Adjusted Net Income (1) | $ | 22,212 | $ | 9,788 | ||||
| Weighted Average number of shares | 24,211,897 | 24,241,646 | ||||||
| Adjusted Earnings per share (1) | $ | 0.92 | $ | 0.40 | ||||
| Net Income | $ | 15,103 | $ | 5,167 | ||||
| Weighted Average number of shares | 24,211,897 | 24,241,646 | ||||||
| Earnings per share | $ | 0.62 | $ | 0.21 | ||||
(1) Adjusted Net Income and Adjusted Earnings per Share are non-GAAP measures. Refer to the reconciliation of Net Income to Adjusted Net Income and Adjusted Earnings per Share.
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 relevant period. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, voyage revenue, net income, or other measures determined in accordance with GAAP. Non-GAAP financial measures include (i) Adjusted Net Income and (ii) Adjusted Earnings per Share.
| 13 |
Reconciliation of Net Income to Adjusted Net Income and Adjusted Earnings per Share
Six-month period ended June 30, 2026 | Three-month period ended June 30, 2026 | |||||||
| (Expressed in thousands of U.S. dollars, except share and per share data) | ||||||||
| Net Income | $ | 15,103 | $ | 5,167 | ||||
| Deferred charter-in expense | (853 | ) | (397 | ) | ||||
| Amortization of time-charter assumed | (308 | ) | (308 | ) | ||||
| General and administrative expenses - non-cash component | 1,999 | 1,063 | ||||||
| Non-recurring, non-cash write-off of loan deferred financing costs | 166 | — | ||||||
| Non-recurring expenses for realignment of operating platform | 5,624 | 553 | ||||||
| Loss on derivative instruments, excluding realized (gain) / loss on derivative instruments (1) | 481 | 3,710 | ||||||
| Adjusted Net Income | $ | 22,212 | $ | 9,788 | ||||
| Adjusted Earnings per Share | $ | 0.92 | $ | 0.40 | ||||
| Weighted average number of shares | 24,211,897 | 24,241,646 | ||||||
Adjusted Net Income and Adjusted Earnings per Share represent Net Income before deferred charter-in expense, amortization of time-charter assumed, non-recurring, non-cash write-off of loan deferred financing costs, non-recurring expenses for realignment of operating platform, general and administrative expenses - non-cash component and loss on derivative instruments, excluding realized (gain)/loss on derivative instruments. However, Adjusted Net Income and Adjusted Earnings per Share are not recognized measurements under U.S. GAAP. We believe that the presentation of Adjusted Net Income 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 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 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 and Adjusted Earnings per Share generally eliminates the effects of the accounting, effects of 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 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 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. Previously, the Company’s calculation of Adjusted Net Income and Adjusted Earnings per Share included adjustments for any gain/loss incurred in connection with the sale of vessels and for any loss on vessels held for sale. As the Company’s fleet management activities may, subject to market and other conditions, periodically include the sale of dry bulk vessels, the Company no longer includes such adjustments in its calculation of these non-GAAP measures beginning with the results for the first quarter ended March 31, 2026. We believe this updated methodology provides a more meaningful view of the Company’s operating performance.
| (1) | Items to consider for comparability, when prior period figures are presented, 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. |
| 14 |
Owned Dry Bulk Fleet Utilization(1)
Six-month period ended June 30, 2026 |
Three-month period ended June 30, 2026 |
|||||||
| Owned Dry Bulk Fleet Available Days | 5,257 | 2,670 | ||||||
| Owned Dry Bulk Fleet Utilization | 98.3 | % | 99.1 | % | ||||
(1) We calculate utilization of our owned dry bulk fleet (including vessels chartered-in by CBI) by dividing (i) the aggregate number of our on-hire days and ballast days (excluding dry dock ballast days) in a period of our owned dry bulk fleet by (ii) the number of our available days (owned dry bulk fleet) during such period. We use the following definitions in our calculation of utilization of owned dry bulk fleet:
| · | On-hire days. We define on-hire days as the total days that a vessel was on-hire during a period. |
| · | Ballast days (excluding dry dock ballast days). We define ballast days (excluding dry dock ballast days) during a period, as the total number of days that a vessel is not on-hire, but is conducting ordinary ship operations (other than dry dock ballast days) which include repositioning from a discharging port to a loading port, sailing to a port for the conclusion of a prospective sale of a vessel or a change of the technical manager of a vessel. |
| · | Available days. We define available days as the number of our ownership days of our owned dry bulk fleet during a period less the aggregate number of dry dock days and dry dock ballast days during such period. We use the following definitions in our calculation of available days (owned dry bulk fleet): |
| ü | Dry dock days. We define dry dock days as the days during a period that a vessel underwent scheduled repairs or repairs under guarantee, vessel upgrades, scheduled dry-docking or special surveys. |
| ü | Dry dock ballast days. We define dry dock ballast days as the total days during a period that a vessel spends sailing to and from a shipyard for scheduled repairs or repairs under guarantee, vessel upgrades, scheduled dry-docking or special surveys. |
15