Robin Energy Ltd 6-K, filed May 12, 2026
Robin Energy Ltd. (RBNE)
6-K
2026-05-12
For: 2026-05-12
View Original
Added on
May 12, 2026
About this 6-K
Robin Energy Ltd filed this 6-K on May 12, 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 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number: 001-42543
ROBIN ENERGY LTD.
(Translation of registrant’s name into English)
223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus
(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.
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Form 20-F ☒
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Form 40-F ☐
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INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release issued by Robin Energy Ltd. (the “Company”) on
May 12, 2026, reporting the Company’s financial results for the three months ended March 31, 2026.
The information contained in this report on Form 6-K and Exhibit 99.1 attached hereto, other than the section entitled “Management Commentary:”, is hereby incorporated by reference into the Company’s
registration statements on Form F-3 (File Nos. 333-286726 and 333-288459).
EXHIBIT INDEX
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Exhibit No.
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Description
|
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Press Release of Robin Energy Ltd., dated as of May 12, 2026
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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.
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ROBIN ENERGY LTD.
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||
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Dated: May 12, 2026
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||
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By:
|
/s/ Petros Panagiotidis
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Petros Panagiotidis
|
||
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Chairman and Chief Executive Officer
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Exhibit 99.1
Robin Energy Ltd. Reports Results for the Three Months Ended March 31, 2026
Limassol, Cyprus, May 12, 2026 – Robin Energy Ltd. (NASDAQ: RBNE), (“Robin”, or the “Company”), an international ship-owning company providing energy transportation services
globally, today announced its results for the three months ended March 31, 2026.
Highlights of the First Quarter Ended March 31, 2026:
| ■ |
Total vessel revenues: $5.4 million, as compared to $1.6 million for the three months ended March 31, 2025, or a 237.5% increase;
|
| ■ |
Net income/(loss): $0.5 million, as compared to $(0.1) million, for the three months ended March 31, 2025, or a 600.0% increase;
|
| ■ |
Operating income/(loss): $1.3 million, as compared to $(0.1) million, for the three months ended March 31, 2025, or a 1,400.0% increase;
|
| ■ |
Earnings/(Loss) per common share, basic: $0.08 per share, as compared to $(0.20) per share for the three months ended March 31, 2025;
|
| ■ |
Adjusted net income/(loss)(1): $1.4 million, as compared to $(0.1) million for the three months ended March 31, 2025;
|
| ■ |
EBITDA(1): $1.3 million, as compared to $0.3 million for the three months ended March 31, 2025;
|
| ■ |
Adjusted EBITDA(1): $2.2 million, as compared to $0.3 million for the three months ended March 31, 2025;
|
| ■ |
Cash of $23.7 million as of March 31, 2026, as compared to $5.7 million as of December 31, 2025;
|
| ■ |
During the three months ended March 31, 2026, we received gross proceeds of $14.8 million by issuing 3.8 million common shares through an at-the-market ("ATM") offering agreement entered into on November 13,
2025, with Maxim Group LLC and Rodman & Renshaw LLC, pursuant to which we offered and sold common shares through the sales agents at our discretion. As of May 12, 2026, there were no further transactions; and
|
| ■ |
On March 24, 2026, the Company commenced a tender offer to purchase up to 1.0 million common shares at $3.00 per share, which expired on April 23, 2026. The offer was oversubscribed, with approximately 1.9
million shares tendered. The Company accepted 1,000,000 shares including 339,775 “odd lots,” for purchase at $3.00 per share, for an aggregate cost of approximately $3.0 million excluding fees relating to the offer.
|
|
(1)
|
Adjusted net income/(loss), EBITDA and Adjusted EBITDA are not recognized measures under United States generally accepted accounting principles (“U.S. GAAP”). Please refer to Appendix B for the definitions
and reconciliation of these measures to Net income/(Loss), the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
|
1
Management Commentary:
Mr. Petros Panagiotidis, Chief Executive Officer of the Company, commented:
“During the first quarter of 2026, we delivered strong financial results across all key metrics. Revenues grew substantially compared to the same period in 2025, driving a marked improvement in profitability — with both
net income and operating income turning positive — while our cash position strengthened materially, further solidifying our balance sheet. Following quarter end, we repurchased common shares through a tender offer and completed the sale of the M/T
Wonder Mimosa, a 20-year-old Handysize tanker, for $12.8 million, generating an expected net gain of approximately $6.7 million, now positioning the company for its next phase of growth.“
Earnings Commentary:
Total vessel revenues increased to $5.4 million in the three months ended March 31, 2026, from $1.6 million in the same period in 2025. This increase of $3.8 million was mainly associated with the increase in the Available Days of our fleet to 270 days in the three months ended March 31, 2026 from 90 days in the same period in
2025 due to the acquisitions of LPG Dream Syrax and LPG Dream Terrax in September 2025. During the three months ended March 31, 2026, our fleet earned on average a Daily TCE Rate of $17,870, compared to an average Daily TCE Rate of $15,153 earned
during the same period in 2025. Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix B for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial measure
calculated and presented in accordance with U.S. GAAP.
Voyage expenses for our fleet increased to $0.5 million in the three months ended March 31, 2026, from $0.2 million in the same period in 2025. This increase of $0.3 million was mainly
associated with the increase in Available days in the three months ended March 31, 2026, as compared to the same period in 2025.
The increase in vessel operating expenses by $0.9 million to $1.5 million in the three months ended March 31, 2026, from $0.6 million in the same period in 2025, mainly reflects the increase in the Ownership Days of
our fleet to 270 days in the three months ended December 31, 2026 from 90 days in the same period in 2025.
The increase in management fees to $0.3 million in the three months ended March 31, 2026, from $0.1 million in the same period in 2025, mainly reflects (i) the increase in the Ownership Days of our fleet in the three
months ended March 31, 2026, compared to the same period in 2025 and (ii) the increased management fees due to an inflation-based adjustment that was effected on July 1, 2025, following our entry into the master management agreement with Castor Ships
with effect from April 14, 2025.
Depreciation expenses amounted to $0.6 million for our fleet in the three months ended March 31, 2026 from $0.1 million in the same period in 2025, as a result of the increase in Ownership Days of our fleet in the
three months ended March 31, 2026, compared to the same period in 2025. Dry-dock amortization charges amounted to $0.3 million in the three months ended March 31, 2026 from $0.2 million in the same period of 2025. This increase in dry-dock
amortization charges primarily resulted from the increase in dry-dock amortization days to 254 dry-dock amortization days in the three months ended March 31, 2026 from 90 days in the three months ended March 31, 2025.
General and administrative expenses in the three months ended March 31, 2026, amounted to $0.8 million, compared to $0.3 million in the same period of 2025. The amount of $0.8 million is mainly associated with (i)
incurred legal and other corporate fees primarily related to the growth of our company, including expenses related to Proposed AI OKTO Spin-Off (as defined below) and (ii) the flat management fee for the three months ended March 31, 2026 amounting to
$0.2 million. For the three months ended March 31, 2025, General and administrative expenses reflect the expense allocations made to the Company by Toro Corp. (“Toro”). For further details of the allocation, please refer to the Consolidated Financial
Statements and related notes included elsewhere in the annual report on Form 20-F filed with the SEC on April 10, 2026.
2
Interest and finance costs, net, amounted to $(0.05) million in the three months ended March 31, 2026, whereas, in the same period of 2025, interest and finance costs, net amounted to $0.004 million. This variation is
mainly due to the substantial increase in interest income for the three months ended March 31, 2026 on our available cash.
Recent Financial Developments Commentary:
Equity Update
On April 15, 2026, we paid to Toro a dividend amounting to $0.1 million on our 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares (the “Series A Preferred Shares”) for the period from January
15, 2026 to April 14, 2026.
During the three months ended March 31, 2026, all pre-funded warrants in connection with the Company's registered direct equity offering on October 27, 2025 were exercised on a cashless basis, resulting in the issuance
of an aggregate of 1,026,671 shares of common shares.
During the three months ended March 31, 2026, we received gross proceeds of $14.8 million by issuing 3.8 million common shares through the ATM offering agreement entered into on November 13, 2025, with Maxim Group LLC
and Rodman & Renshaw LLC (“sales agents”), pursuant to which we may offer and sell common shares through the sales agents at our discretion. As of today, there were no further transactions.
On March 24, 2026, we commenced a tender offer (the “Offer”) to purchase up to 1.0 million of our common shares at a price of $3.00 per share in cash, which expired at 5:00 P.M. Eastern time on April 23, 2026. Based on
the final count by the depositary for the tender offer, 1,909,473 common shares were properly tendered and not properly withdrawn prior to expiration of the Offer. The Offer was oversubscribed. In accordance with the terms and conditions of the Offer
and based on the final count by the depositary, we accepted for payment an aggregate of 1,000,000 common shares including 339,775 “odd lots,” at a purchase price of $3.00 per share, net to the seller in cash, less any applicable withholding taxes and
without interest, for an aggregate cost of approximately $3,000,000 excluding fees relating to the Offer. We accepted the shares on a pro rata basis, except for tenders of “odd lots,” which were accepted in full. We have been informed by the
depositary that the final proration factor for the tender offer was 42.069%. We promptly paid for all of the common shares accepted for purchase.
As of May 12, 2026, we had 6,572,151 common shares issued and outstanding.
Recent Business Developments Commentary:
Vessel disposal
On April 22, 2026, we entered into an agreement with an unaffiliated third party for the sale of the M/T Wonder Mimosa, a 2006-built Handysize product tanker, for a price of $12.8 million. The vessel was delivered to
its new owners on April 29, 2026 and we expect to record during the second quarter of 2026 a net gain of approximately $6.7 million from the sale of the M/T Wonder Mimosa, excluding any transaction-related costs.
Update on the proposed spin-off of Company’s tanker segment
On March 10, 2026, the Company announced a proposed spin-off of its tanker segment comprising of one tanker and Xavier Shipping Co.(subsidiary formerly owning the M/T Wonder Formosa), and cash (the “Proposed AI OKTO
Spin-Off”), under which Robin shareholders would have received one common share of AI OKTO CORP., a newly formed subsidiary holding the tanker assets, for every 6.5 Robin common shares. In light of the sale of our tanker vessel, M/T Wonder Mimosa,
completed on April 29, 2026, the proposed spinoff of our tanker segment will not proceed on the proposed terms announced in March 2026 and may not proceed at all. As part of our planned fleet growth we may consider acquisitions of tanker vessels
and alternatives for our tanker segment, which subsequent to any acquisitions of tankers may still include the potential separation and spin-off of our tanker segment on terms to be determined. Any spin-off would be subject to regulatory approval,
including the registration statement filed with the SEC being declared effective and the approval of the listing of AI OKTO’s common shares, and the discretion of our Board of Directors.
3
Liquidity/ Financing/Cash Flow Update
Our consolidated cash position increased by $18.0 million, from $5.7 million as of December 31, 2025, to $23.7 million as of March 31, 2026. During the three months ended March 31, 2026, our cash position increased mainly as a result of (i) $3.9
million of net cash flows provided by operating activities, (ii) $14.2 million of net cash flows provided by financing activities, which mainly relates to the aggregate gross proceeds less paid issuance expenses from the ATM offering agreement
amounting to $14.3 million and (iii) $0.1 million of net cash flows used in investing activities, which relates to payments of vessel improvement expenses.
Fleet Employment Status (as of May 12, 2026): During the three months ended March 31, 2026, we operated on average 3.0 vessels earning a Daily TCE
Rate(1) of $17,870 as compared to an average of 1.0 vessel earning a Daily TCE Rate(1) of $15,153 during the same period in 2025. Our employment profile as of May 12, 2026 is presented immediately
below.
(1) Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix B for the definition and reconciliation of this measure to Total vessel revenues, the most directly
comparable financial measure calculated and presented in accordance with U.S. GAAP.
|
Name
|
Type
|
DWT
|
Year
Built
|
Country of Construction
|
Type of
Employment
|
Gross Charter Rate
|
Estimated Redelivery
Date
|
|
|
Earliest
|
Latest
|
|||||||
|
Dream Syrax
|
LPG carrier 5,000 cbm
|
5,158
|
2015
|
Japan
|
Time Charter period(1)
|
$360,000 per month
|
Feb-27
|
Mar-27
|
|
Dream Terrax
|
LPG carrier 5,000 cbm
|
4,743
|
2020
|
Japan
|
Time Charter period(2)
|
$353,000 per month
|
Dec-26
|
Jan-27
|
| (1) |
On January 30, 2026, it was agreed between us and the charterer that a new time charter period contract commenced from March 1, 2026 until March 1, 2027 (plus or minus seven days in charterer’s option),
pursuant to which the rate was $360,000 per month.
|
| (2) |
On October 9, 2025, it was agreed between us and the charterer that a new time charter period contract commenced from March 1, 2026 until January 1, 2027 (plus or minus seven days in charterer’s option),
pursuant to which the rate was $353,000 per month.
|
4
Financial Results Overview:
Set forth below are selected financial and operational data of the three months ended March 31, 2026 and 2025, respectively:
|
Three Months Ended
|
||||||||
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(Expressed in U.S. dollars)
|
March 31,
2026
(unaudited)
|
March 31,
2025
(unaudited)
|
||||||
|
Total vessel revenues
|
$
|
5,373,718
|
$
|
1,587,164
|
||||
|
Operating income/(loss)
|
$
|
1,326,671
|
$
|
(77,496
|
)
|
|||
|
Net income/(loss) and comprehensive income/(loss)
|
$
|
524,964
|
$
|
(82,077
|
)
|
|||
|
Adjusted net income/(loss)(1)
|
$
|
1,373,634
|
$
|
(82,077
|
)
|
|||
|
EBITDA(1)
|
$
|
1,336,520
|
$
|
284,351
|
||||
|
Adjusted EBITDA(1)
|
$
|
2,185,190
|
$
|
284,351
|
||||
|
Earnings/(loss) per common share, basic
|
$
|
0.08
|
$
|
(0.20
|
)
|
|||
|
Earnings/(loss) per common share, diluted
|
$
|
0.03
|
$
|
(0.20
|
)
|
|||
|
(1)
|
Adjusted net income/(loss), EBITDA and Adjusted EBITDA are not recognized measures under U.S. GAAP. Please refer to Appendix B of this release for the definition and reconciliation of
these measures to Net income/(loss), the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
|
Consolidated Fleet Selected Financial and Operational Data:
Set forth below are selected financial and operational data of our fleet for each of the three months ended March 31, 2026 and 2025,
respectively, that we believe are useful in analyzing trends in our results of operations.
|
Three Months Ended
March 31,
|
||||||||
|
(Expressed in U.S. dollars except for operational data)
|
2026
|
2025
|
||||||
|
Ownership Days(1)(7)
|
270
|
90
|
||||||
|
Available Days(2)(7)
|
270
|
90
|
||||||
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Operating Days(3)(7)
|
270
|
90
|
||||||
|
Daily TCE Rate(4)
|
$
|
17,870
|
$
|
15,153
|
||||
|
Fleet Utilization(5)(7)
|
100
|
%
|
100
|
%
|
||||
|
Daily vessel operating expenses(6)
|
$
|
5,663
|
$
|
7,106
|
||||
| (1) |
Ownership Days are the total number of calendar days in a period during which we owned a vessel.
|
| (2) |
Available Days are the Ownership Days in a period less the aggregate number of days our vessels are off-hire due to scheduled repairs, dry-dockings or special or intermediate surveys.
|
| (3) |
Operating Days are the Available Days in a period after subtracting unscheduled off-hire and idle days.
|
| (4) |
Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix B for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial
measure calculated and presented in accordance with U.S. GAAP.
|
| (5) |
Fleet Utilization is calculated by dividing the Operating Days during a period by the number of Available Days during that period.
|
| (6) |
Daily vessel operating expenses are calculated by dividing vessel operating expenses for the relevant period by the Ownership Days for such period.
|
| (7) |
Our definitions of Ownership Days, Available Days, Operating Days, Fleet Utilization may not be comparable to those reported by other companies.
|
5
APPENDIX A
ROBIN ENERGY LTD.
Unaudited Condensed Consolidated Statements of Comprehensive Income/(Loss)
(Expressed in U.S. Dollars—except for number of share data)
|
(In U.S. dollars except for number of share data)
|
Three Months Ended
March 31,
|
|||||||
|
2026
|
2025
|
|||||||
|
REVENUES
|
||||||||
|
Pool revenues
|
3,264,718
|
1,587,164
|
||||||
|
Time charter revenues
|
2,109,000
|
—
|
||||||
|
Total vessel revenues
|
$
|
5,373,718
|
$
|
1,587,164
|
||||
|
EXPENSES
|
||||||||
|
Voyage expenses (including commissions to related party)
|
(548,922
|
)
|
(223,383
|
)
|
||||
|
Vessel operating expenses
|
(1,528,993
|
)
|
(639,574
|
)
|
||||
|
General and administrative expenses (including related party fees)
|
(810,661
|
)
|
(342,536
|
)
|
||||
|
Management fees - related parties
|
(298,500
|
)
|
(96,390
|
)
|
||||
|
Depreciation and amortization
|
(859,971
|
)
|
(362,777
|
)
|
||||
|
Operating income/(loss)
|
$
|
1,326,671
|
$
|
(77,496
|
)
|
|||
|
Interest and finance costs, net (1)
|
48,415
|
(3,651
|
)
|
|||||
|
Other expenses, net(2)
|
(850,122
|
)
|
(930
|
)
|
||||
|
Net income/(loss) and comprehensive income/(loss), net of taxes
|
$
|
524,964
|
$
|
(82,077
|
)
|
|||
|
Dividend on Series A Preferred Shares
|
(125,000
|
)
|
—
|
|||||
|
Net income/(loss) attributable to common shareholders
|
$
|
399,964
|
$
|
(82,077
|
)
|
|||
|
Earnings/(loss) per common share, basic
|
$
|
0.08
|
$
|
(0.20
|
)
|
|||
|
Earnings/(loss) per common share, diluted
|
$
|
0.03
|
$
|
(0.20
|
)
|
|||
|
Weighted average number of common shares outstanding, basic:
|
4,981,238
|
477,345
|
||||||
|
Weighted average number of common shares outstanding, diluted:
|
20,468,188
|
477,345
|
||||||
| (1) |
Includes interest and finance costs and interest income, if any.
|
| (2) |
Includes aggregated amounts for foreign exchange losses and change in fair value of crypto assets-Bitcoin, as applicable in each period.
|
6
ROBIN ENERGY LTD.
Unaudited Condensed Consolidated Balance Sheets
(Expressed in U.S. Dollars—except for number of share data)
|
|
March 31,
2026
|
December 31,
2025
|
||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
23,651,666
|
$
|
5,649,692
|
||||
|
Due from related parties
|
4,597,618
|
6,034,859
|
||||||
|
Investment in crypto-assets-Bitcoin
|
3,002,731
|
3,851,400
|
||||||
|
Other current assets
|
1,488,934
|
1,166,860
|
||||||
|
Total current assets
|
32,740,949
|
16,702,811
|
||||||
|
NON-CURRENT ASSETS:
|
||||||||
|
Vessels, net
|
38,612,881
|
39,207,988
|
||||||
|
Due from related parties
|
981,162
|
981,162
|
||||||
|
Other non-currents assets
|
1,790,583
|
2,057,152
|
||||||
|
Total non-current assets
|
41,384,626
|
42,246,302
|
||||||
|
Total assets
|
74,125,575
|
58,949,113
|
||||||
|
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Due to related parties
|
106,944
|
106,944
|
||||||
|
Other current liabilities
|
3,062,365
|
2,495,422
|
||||||
|
Total current liabilities
|
3,169,309
|
2,602,366
|
||||||
|
NON-CURRENT LIABILITIES:
|
||||||||
|
Total non-current liabilities
|
—
|
—
|
||||||
|
Total liabilities
|
—
|
—
|
||||||
|
MEZZANINE EQUITY:
|
||||||||
|
1.00% Series A fixed rate cumulative perpetual convertible preferred shares: 2,000,000 shares issued and outstanding as of March 31, 2026, and December 31, 2025,
respectively, aggregate liquidation preference of $50,000,000 as of March 31, 2026 and December 31, 2025, respectively
|
25,877,180
|
25,877,180
|
||||||
|
Total mezzanine equity
|
25,877,180
|
25,877,180
|
||||||
|
SHAREHOLDERS’ EQUITY:
|
||||||||
|
Common shares, $0.001 par value: 3,900,000,000 shares authorized; 7,572,151 and 2,805,745 issued; 7,572,151 and 2,774,865 (net of 30,880 treasury shares) shares outstanding as of March 31, 2026
and December 31, 2025, respectively.
|
7,572
|
2,805
|
||||||
|
Preferred shares, $0.001 par value: 100,000,000 shares authorized; Series B preferred shares: 40,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.
|
40
|
40
|
||||||
|
Additional paid-in capital
|
45,648,203
|
31,573,963
|
||||||
|
Treasury shares; 0 and 30,880 shares as of March 31, 2026 and December 31, 2025, respectively
|
—
|
(130,548
|
)
|
|||||
|
Accumulated deficit
|
(576,729
|
)
|
(976,693
|
)
|
||||
|
Total shareholders’ equity
|
45,079,086
|
30,469,567
|
||||||
|
Total liabilities, mezzanine equity and shareholders’ equity
|
$
|
74,125,575
|
$
|
58,949,113
|
||||
7
ROBIN ENERGY LTD.
Unaudited Condensed Consolidated Statements of Cash Flows
|
(Expressed in U.S. Dollars)
|
Three Months Ended March 31,
|
|||||||
|
2026
|
2025
|
|||||||
|
Cash Flows (used in)/provided by Operating Activities:
|
||||||||
|
Net income/(loss)
|
$
|
524,964
|
$
|
(82,077
|
)
|
|||
|
Adjustments to reconcile net income/(loss) to net cash provided by Operating activities:
|
||||||||
|
Depreciation and amortization
|
859,971
|
362,777
|
||||||
|
Change in fair value of crypto assets-Bitcoin
|
848,670
|
—
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts receivable trade
|
(380,850
|
)
|
(175,431
|
)
|
||||
|
Inventories
|
19,061
|
(34,477
|
)
|
|||||
|
Due from/to related parties
|
1,537,240
|
(684,153
|
)
|
|||||
|
Prepaid expenses and other assets
|
39,714
|
(12,448
|
)
|
|||||
|
Accounts payable
|
(251,023
|
)
|
106,273
|
|||||
|
Accrued liabilities
|
706,911
|
177,416
|
||||||
|
Deferred revenue
|
15,000
|
—
|
||||||
|
Net Cash provided by/(used in) Operating Activities
|
3,919,658
|
(342,120
|
)
|
|||||
|
Cash flow (used in)/provided by Investing Activities:
|
||||||||
|
Other vessel improvements
|
(100,000
|
)
|
—
|
|||||
|
Net cash used in Investing Activities
|
(100,000
|
)
|
—
|
|||||
|
Cash flows (used in)/provided by Financing Activities:
|
||||||||
|
Net increase in former parent company Investment
|
—
|
341,937
|
||||||
|
Payment of Dividend on Series A Preferred Shares
|
(125,000
|
)
|
—
|
|||||
|
Gross proceeds from ATM
|
14,845,674
|
—
|
||||||
|
Capital issuance expenses paid pursuant to ATM
|
(538,358
|
)
|
—
|
|||||
|
Net cash provided by Financing Activities
|
14,182,316
|
341,937
|
||||||
|
Net increase/(decrease) in cash and cash equivalents
|
18,001,974
|
(183
|
)
|
|||||
|
Cash and cash equivalents at the beginning of the period
|
5,649,692
|
369
|
||||||
|
Cash and cash equivalents at the end of the period
|
$
|
23,651,666
|
$
|
186
|
||||
APPENDIX B
Non-GAAP Financial Information
Daily Time Charter Equivalent (“TCE”) Rate. The Daily Time Charter Equivalent Rate (“Daily TCE Rate”), is a measure of the average daily revenue performance of a vessel. The
Daily TCE Rate is not a measure of financial performance under U.S. GAAP (i.e., it is a non-GAAP measure) and should not be considered as an alternative to any measure of financial performance presented in accordance with U.S. GAAP. We calculate
Daily TCE Rate by dividing total revenues (time charter and/or voyage charter revenues, and/or pool revenues, net of charterers’ commissions), less voyage expenses, by the number of Available Days during that period. Under a time charter, the
charterer pays substantially all the vessel voyage related expenses. However, we may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time or other charter, during periods of commercial waiting
time or while off-hire during dry-docking or due to other unforeseen circumstances. Under voyage charters, the majority of voyage expenses are generally borne by us whereas for vessels in a pool, such expenses are borne by the pool operator. The
Daily TCE Rate is a standard shipping industry performance measure used primarily to compare period-to-period changes in a company’s performance and, management believes that the Daily TCE Rate provides meaningful information to our investors because
it compares daily net earnings generated by our vessels irrespective of the mix of charter types (e.g., time charter, voyage charter, pools) under which our vessels are employed between the periods while it further assists our management in making
decisions regarding the deployment and use of our vessels and in evaluating our financial performance. Our calculation of the Daily TCE Rates may be different from and may not be comparable to that reported by other companies.
8
The following table reconciles the calculation of the Daily TCE Rate for our fleet to Total vessel revenues, the most directly comparable U.S. GAAP financial measure, for the periods presented:
|
Three Months Ended
March 31,
|
||||||||
|
(In U.S. dollars, except for Available Days)
|
2026
|
2025
|
||||||
|
Total vessel revenues
|
$
|
5,373,718
|
$
|
1,587,164
|
||||
|
Voyage expenses including commissions to related party
|
(548,922
|
)
|
(223,383
|
)
|
||||
|
TCE revenues
|
$
|
4,824,796
|
$
|
1,363,781
|
||||
|
Available Days
|
270
|
90
|
||||||
|
Daily TCE Rate
|
$
|
17,870
|
$
|
15,153
|
||||
EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA are not measures of financial performance under U.S. GAAP, do not represent and should not be considered as an alternative
to net income, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. We define EBITDA as earnings before interest and finance costs (if any), net of interest
income, taxes (when incurred), depreciation and amortization of deferred dry-docking costs. Adjusted EBITDA represents EBITDA adjusted to exclude any change at fair Value of crypto assets-Bitcoin, which the Company believes is not indicative of the
ongoing performance of its core operations. EBITDA and Adjusted EBITDA are used as supplemental financial measure by management and external users of financial statements to assess our operating performance. We believe that EBITDA and Adjusted EBITDA
assist our management by providing useful information that increases the comparability of our operating performance from period to period and against the operating performance of other companies in our industry that provide EBITDA information. This
increased comparability is achieved by excluding the potentially disparate effects between periods or companies of interest, other financial items, depreciation and amortization and taxes, which items are affected by various and possibly changing
financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. We believe that including EBITDA and Adjusted EBITDA as measures of operating performance benefits investors in (a)
selecting between investing in us and other investment alternatives and (b) monitoring our ongoing financial and operational strength. EBITDA and Adjusted EBITDA as presented below may be different from and may not be comparable to similarly titled
measures of other companies. The following table reconciles EBITDA and Adjusted EBITDA to Net (loss)/Income, the most directly comparable U.S. GAAP financial measure, for the periods presented:
9
Reconciliation of EBITDA to Net Income/(Loss)
|
Three Months Ended March 31,
|
||||||||
|
(In U.S. dollars)
|
2026
|
2025
|
||||||
|
Net income/(loss), net of taxes
|
$
|
524,964
|
$
|
(82,077
|
)
|
|||
|
Depreciation and amortization
|
859,971
|
362,777
|
||||||
|
Interest and finance costs, net(1)
|
(48,415
|
)
|
3,651
|
|||||
|
EBITDA
|
$
|
1,336,520
|
$
|
284,351
|
||||
|
Change in fair value of crypto assets -Bitcoin
|
$
|
848,670
|
$
|
—
|
||||
|
Adjusted EBITDA
|
$
|
2,185,190
|
$
|
284,351
|
||||
| (1) |
Includes interest and finance costs and interest income, if any.
|
Adjusted Net Income/(Loss). To derive Adjusted Net income/(loss) from Net income/(loss), we exclude certain non-cash items, as provided in the table below. We believe that
Adjusted Net Income/(Loss) assists our management and investors by increasing the comparability of our performance from period to period since each such measure eliminates the effects of such non-cash item as change in fair value of crypto assets
-Bitcoin which may vary from year to year, for reasons unrelated to overall operating performance. Our method of computing Adjusted Net Income/(Loss) may not necessarily be comparable to other similarly titled captions of other companies due to
differences in methods of calculation. The following table reconciles Adjusted Net Income/(Loss) for the periods presented:
Adjusted Net Income/(Loss) Reconciliation
|
Three Months Ended
March 31,
|
||||||||
|
(In U.S. dollars)
|
2026
|
2025
|
||||||
|
Net income/(loss), net of taxes
|
$
|
524,964
|
$
|
(82,077
|
)
|
|||
|
Change in fair value of crypto assets -Bitcoin
|
848,670
|
—
|
||||||
|
Adjusted net income/(loss)
|
$
|
1,373,634
|
$
|
(82,077
|
)
|
|||
Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking
statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements concerning
plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. We are including this cautionary statement in connection with this safe harbor
legislation. The words “believe”, “anticipate”, “intend”, “estimate”, “forecast”, “project”, “plan”, “potential”, “will”, “may”, “should”, “expect”, “pending” and similar expressions identify forward-looking statements.
10
The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management’s examination of current
or historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these forward-looking statements, including these expectations, beliefs or projections.
In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward‐looking statements include generally: our planned fleet growth and our potential to
acquire tanker vessels and alternatives for our tanker segment, which may include a separation and spin-off; the effects of our spin-off from Toro, our business strategy, expected capital spending and other plans and objectives for future operations,
including our ability to expand our business as a new entrant to the tanker and liquefied petroleum gas shipping industry, market conditions and trends, including volatility and cyclicality in charter rates (particularly for vessels employed in the
spot voyage market or pools), factors affecting supply and demand for vessels, such as fluctuations in demand for and the price of the products we transport, fluctuating vessel values, changes in worldwide fleet capacity, opportunities for the
profitable operations of vessels in the segment of the shipping industry in which we operate and global economic and financial conditions, including interest rates, inflation and the growth rates of world economies, our ability to realize the
expected benefits of vessel acquisitions or sales and the effects of any change in our fleet’s size or composition, increased transactions costs and other adverse effects (such as lost profit) due to any failure to consummate any sale of our vessels,
our future financial condition, operating results, future revenues and expenses, future liquidity and the adequacy of cash flows from our operations, our relationships with our current and future service providers and customers, including the ongoing
performance of their obligations, dependence on their expertise, compliance with applicable laws, and any impacts on our reputation due to our association with them, the availability of debt or equity financing on acceptable terms and our ability to
comply with the covenants contained in agreements relating thereto, in particular due to economic, financial or operational reasons, our continued ability to enter into time charters, voyage charters or pool arrangements with existing and new
customers and pool operators and to re-charter our vessels upon the expiry of the existing charters or pool agreements, any failure by our contractual counterparties to meet their obligations, changes in our operating and capitalized expenses,
including bunker prices, dry-docking, insurance costs, costs associated with regulatory compliance and costs associated with climate change, our ability to fund future capital expenditures and investments in the acquisition and refurbishment of our
vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue), instances of off-hire, fluctuations in interest rates and currencies,
including the value of the U.S. dollar relative to other currencies, any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity breach, existing or future
disputes, proceedings or litigation, future sales of our securities in the public market, our ability to maintain compliance with applicable listing standards or the delisting of our common shares, volatility in our share price, potential conflicts
of interest involving members of our board of directors, senior management and certain of our service providers that are related parties, general domestic and international political conditions, such as political instability, events or conflicts
(including armed conflicts, such as the war in Ukraine and the conflict in the Middle East, including the outbreak of war in Iran and effective closure of the Strait of Hormuz, as well as any further broadening of the conflict), acts of piracy or
maritime aggression, such as recent maritime incidents involving vessels in and around the Red Sea, sanctions, “trade wars” (including the imposition of tariffs) and potential governmental requisitioning of our vessels during a period of war or
emergency, global public health threats and major outbreaks of disease, any material cybersecurity incident, changes in seaborne and other transportation, including due to the maritime incidents in and around the Red Sea, fluctuating demand for
tanker and LPG carriers and/or disruption of shipping routes due to accidents, political events, international sanctions, international hostilities and instability, piracy, smuggling or acts of terrorism, changes in governmental rules and regulations
or actions taken by regulatory authorities, including changes to environmental regulations applicable to the shipping industry and to vessel rules and regulations, as well as changes in inspection procedures and import and export controls,
inadequacies in our insurance coverage, developments in tax laws, treaties or regulations or their interpretation in any country in which we operate and changes in our tax treatment or classification, the impact of climate change, adverse weather and
natural disasters, accidents or the occurrence of other unexpected events, including in relation to the operational risks associated with transporting LPG, crude oil and/or refined petroleum products and any other factors described in our filings
with the SEC.
11
The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward‐looking statements as a result of developments occurring after the date of this
communication, except to the extent required by applicable law. New factors emerge from time to time, and it is not possible for us to predict all or any of these factors. Further, we cannot assess the impact of each such factor on our business or
the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. Please see our filings with the Securities and Exchange Commission for a more
complete discussion of these foregoing and other risks and uncertainties. These factors and the other risk factors described in this press release are not necessarily all of the important factors that could cause actual results or developments to
differ materially from those expressed in any of our forward-looking statements. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.
CONTACT DETAILS
For further information please contact:
Investor Relations
Robin Energy Ltd.
Email: ir@robinenergy.com
12