EX-99.2 3 exh_992.htm EXHIBIT 99.2

Exhibit 99.2

 

Financial Report

 

Results of Operations

 

Three-month period ended September 30, 2025

 

The discussion below reflects the third quarter 2025 consolidated financial results of Costamare Bulkers Holdings Limited (“Costamare Bulkers”). No comparative figures are presented for the prior period, as Costamare Bulkers had no operations during that time and all amounts would have been nil.

 

During the three-month period ended September 30, 2025, we had an average of 35.5 vessels in our owned fleet. Furthermore, during the three-month period ended September 30, 2025, we chartered-in an average of 44.7 third-party dry bulk vessels.

 

During the three-month period ended September 30, 2025, we acquired and accepted delivery of the secondhand dry bulk vessels Imperator and Gorgo with an aggregate DWT capacity of 252,885, and we sold the vessels Acuity, Verity, Bernis, Equity, Pythias and Gorgo with an aggregate DWT capacity of 281,897.

 

During the three-month period ended September 30, 2025, our fleet ownership days totaled 3,270. 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(1)

 

   Three-month period
ended September 30,
(Expressed in millions of U.S. dollars, except percentages)  2025
Voyage revenue  $158.8 
Voyage revenue – related parties   64.1 
Total voyage revenue   222.9 
Voyage expenses   (65.8)
Charter-in hire expenses   (117.4)
Voyage expenses – related parties   (3.0)
Vessels’ operating expenses   (19.3)
General and administrative expenses   (3.3)
Management and agency fees – related parties   (6.5)
General and administrative expenses – non-cash component   (0.9)
Amortization of dry-docking and special survey costs   (1.7)
Depreciation   (9.3)
Loss on sale of vessels   (3.8)
Loss on vessel held for sale   (1.1)
Foreign exchange losses   (0.2)
Interest income   1.0 
Interest and finance costs   (3.2)
Other, net   0.5 
Gain on derivative instruments, net   18.5 
Net Income  $7.4 

 

   Three-month period
ended September 30,
(Expressed in millions of U.S. dollars, except percentages)  2025
Total voyage revenue  $222.9 
Accrued charter revenue   - 
Total voyage revenue adjusted on a cash basis (1)  $222.9 

 

1

 

 

Vessels’ operational data

 

  

Three-month period ended

September 30, 2025

Average number of vessels(2)   35.5 
Ownership days(2)   3,270 
Number of vessels under dry-docking and special survey(2)   - 

 

(1) Total voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. generally accepted accounting principles (“GAAP”). Refer to “Consolidated Financial Results and Vessels’ Operational Data” above for the reconciliation of Total voyage revenue adjusted on a cash basis.

 

(2) Vessels in our owned fleet.

 

Total Voyage Revenue

 

Total voyage revenue was $222.9 million during the three-month period ended September 30, 2025, 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 $65.8 million for the three-month period ended September 30, 2025. Voyage expenses mainly include (i) fuel consumption, (ii) third-party commissions, (iii) port expenses, (iv) canal tolls and (v) 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 $117.4 million for the three-month period ended September 30, 2025, relating to the chartering-in of third-party dry bulk vessels.

 

Voyage Expenses – related parties

 

Voyage expenses – related parties were $3.0 million for the three-month period ended September 30, 2025. 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. This commission is 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 $19.3 million during the three-month period ended September 30, 2025. Daily vessels’ operating expenses were $5,899 for the three-month period ended September 30, 2025. 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 $3.3 million during the three-month period ended September 30, 2025 and include an amount of $0.7 million that was paid to a related service provider.

 

2

 

 

Management and Agency Fees – related parties

 

Management fees charged by our related party managers were $3.9 million during the three-month period ended September 30, 2025. The amounts charged by our related party managers include amounts paid to third party managers of $0.8 million for the three-month period ended September 30, 2025. Furthermore, during the three-month period ended September 30, 2025, agency fees of $2.6 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 September 30, 2025 amounted to $0.9 million, representing the value of the shares issued to a related service provider on September 30, 2025.

 

Amortization of Dry-Docking and Special Survey Costs

 

Amortization of deferred dry-docking and special survey costs was $1.7 million during the three-month period ended September 30, 2025. During the three-month period ended September 30, 2025, no vessel underwent her dry-docking and special survey.

 

Depreciation

 

Depreciation expense for the three-month period ended September 30, 2025 was $9.3 million.

 

Loss on Sale of Vessels

 

During the three-month period ended September 30, 2025, we recorded an aggregate loss of $3.8 million from the sale of the dry bulk vessels Acuity, Verity, Equity and Gorgo. Furthermore, we delivered to their new owners the dry-bulk vessels Pythias and Bernis (both vessels were classified as vessels held for sale during the second quarter of 2025).

 

Loss on Vessel Held for Sale

 

During the three-month period ended September 30, 2025, the dry bulk vessel Parity was classified as vessel held for sale and we recorded a loss on vessel held for sale of $1.1 million, which resulted from its estimated fair value measurement less costs to sell.

 

Interest Income

 

Interest income amounted to $1.0 million for the three-month period ended September 30, 2025.

 

Interest and Finance Costs

 

Interest and finance costs were $3.2 million during the three-month period ended September 30, 2025. Interest and finance costs include mainly interest expense on our bank loans, amortization of deferred financing costs and bank charges.

 

Gain on Derivative Instruments, net

 

As of September 30, 2025, 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 September 30, 2025, the fair value of these instruments, in aggregate, amounted to a net liability of $1.5 million. During the three-month period ended September 30, 2025, the change in the fair value (fair value as of September 30, 2025 compared to fair value as of June 30, 2025) of the derivative instruments that do not qualify for hedge accounting, including the realized components of such derivative instruments during the period, resulted in a net gain of $18.5 million, which has been included in Gain on Derivative Instruments, net.

 

3

 

 

Cash Flows

Three-month period ended September 30, 2025

 

Condensed cash flows   
(Expressed in millions of U.S. dollars) 

Three-month period ended

September 30, 2025

Net Cash Provided by Operating Activities  $31.9 
Net Cash Provided by Investing Activities  $29.3 
Net Cash Used in Financing Activities  $(7.8)

 

Net Cash Provided by Operating Activities

 

Net cash flows provided by operating activities for the three-month period ended September 30, 2025 was $31.9 million. Net cash flows are mainly affected by (i) the working capital position, excluding the current portion of long-term debt and the accrued charter revenue (representing the difference between cash received in that period and revenue recognized on a straight-line basis), (ii) the net cash from operations, (iii) the dry-docking and special survey costs and (iv) the interest payments (including interest derivatives net receipts).

 

Net Cash Provided by Investing Activities

 

Net cash provided by investing activities was $29.3 million in the three-month period ended September 30, 2025, which mainly consisted of proceeds we received from the sale of the dry bulk vessels Acuity, Verity, Bernis, Equity, Pythias and Gorgo; partly offset by (i) the payments for the acquisition of the secondhand dry bulk vessels Gorgo and Imperator and (ii) payments for upgrades for certain of our dry bulk vessels.

 

Net Cash Used in Financing Activities

 

Net cash used in financing activities was $7.8 million in the three-month period ended September 30, 2025, which mainly consisted of $7.7 million net payments relating to our debt financing agreements (including proceeds of $15.3 million we received from one debt financing agreement).

 

Liquidity

 

Cash and cash equivalents

 

As of September 30, 2025, we had Cash and cash equivalents (including restricted cash) of $184.5 million and $21.3 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 September 30, 2025 was approximately $290.5 million.

 

4

 

 

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 Registration Statement 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

 

5

 

 

Owned Vessels Fleet List

The table below provides information about our owned fleet as of November 13, 2025.

 

 

 

Vessel Name Year Built Capacity (DWT)
1 FRONTIER 2012 181,415
2 MIRACLE 2011 180,643
3 PROSPER 2012 179,895
4 DORADO 2011 179,842
5 MAGNES 2011 179,546
6 IMPERATOR 2012 176,387
7 ENNA 2011 175,975
8 AEOLIAN 2012 83,478
9 GRENETA 2010 82,166
10 HYDRUS 2011 81,601
11 PHOENIX 2012 81,569
12 BUILDER 2012 81,541
13 FARMER 2012 81,541
14 SAUVAN 2010 79,700
15 MERCHIA 2015 63,585
16 DAWN 2018 63,561
17 SEABIRD 2016 63,553
18 ORION 2015 63,473
19 DAMON 2012 63,301
20 ARYA 2013 61,424
21 ALWINE        2014 61,090
22 AUGUST 2015 61,090
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 CLARA 2008 56,557
31 BERMONDI 2009 55,469

 

6

 

 

Chartered-In Vessels Fleet List

 

The table below provides information about our chartered-in fleet as of November 13, 2025.

 

 

 

Vessel Name Year Built Capacity (DWT) Earliest Redelivery to Owners
1 SHANDONG MIGHTINESS 2021 210,896 September 2026
2 SHANDONG MISSION (i) 2021 210,800 November 2026
3 SHANDONG RENAISSANCE (i) 2022 210,800 December 2026
4 CAPE PROTEUS 2011 180,585 January 2026
5 MILDRED 2011 179,678 February 2026
6 NAVIOS LUZ (iii) 2010 179,144 December 2025
7 MILESTONE 2010 176,354 February 2026
8 GRAMPUS CHARM 2013 82,937 December 2025
9 NAVIOS LIBRA (ii) 2019 82,011 January 2026
10 NAVIOS CITRINE (ii) 2017 81,626 January 2026
11 AOM BIANCA (iii) 2017 81,600 December 2025
12 GEORGITSI (ii) 2012 81,309 September 2026

 

(i)Time-chartered out to a large extent for the remaining charter-in period.
(ii)Time-chartered out for the whole remaining charter-in period.
(iii)To be redelivered upon completion of her current voyage within Q4 2025.

 

 

Chartered-In Newbuilding Vessels

 

 

 

Vessel Capacity (DWT) Estimated Delivery  
1 Newbuilding 1 81,800 Q2 2026  
2 Newbuilding 2 82,400 Q2 2027 – Q1 2028  

 

7

 

 

COSTAMARE BULKERS HOLDINGS LIMITED

Consolidated Statement of Operations

 

   Nine-month period
ended September 30,
  Three-month period
ended September 30,

(Expressed in thousands of U.S. dollars, except share and per share amounts)

  2024  2025  2024  2025
   (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)
REVENUES:            
Voyage revenue  $-   $265,979   $-   $158,768 
Voyage revenue – related parties   -    112,761    -    64,106 
Total voyage revenue   -    378,740    -    222,874 
                     
EXPENSES:                    
Voyage expenses   -    (116,201)   -    (65,781)
Charter-in hire expenses   -    (192,144)   -    (117,377)
Voyage expenses – related parties   -    (5,237)   -    (3,009)
Vessels’ operating expenses   -    (38,791)   -    (19,291)
General and administrative expenses   -    (5,470)   -    (3,311)
Management and agency fees – related parties   -    (13,174)   -    (6,484)
General and administrative expenses – non-cash component   -    (1,192)   -    (869)
Amortization of dry-docking and special survey costs   -    (3,557)   -    (1,724)
Depreciation   -    (19,216)   -    (9,330)
Loss on sale of vessels   -    (10,399)   -    (3,830)
Loss on vessel held for sale   -    (1,058)   -    (1,058)
Foreign exchange losses   -    (248)   -    (252)
Operating loss  $-   $(27,947)  $-   $(9,442)
                     
OTHER INCOME / (EXPENSES):                    
Interest income  $-   $1,797   $-   $1,019 
Interest and finance costs   -    (6,905)   -    (3,230)
Other, net   -    631    -    516 
Gain on derivative instruments, net   -    13,263    -    18,491 
Total other income, net  $-   $8,786   $-   $16,796 
Net income/ (loss)  $-   $(19,161)  $-   $7,354 
                     
Earnings / (Losses) per common share, basic and diluted  $-   $(1.39)  $-   $0.30 
Weighted average number of shares, basic and diluted   -    13,754,628    -    24,241,640 

 

8

 

 

COSTAMARE BULKERS HOLDINGS LIMITED

Consolidated Balance Sheets

 

(Expressed in thousands of U.S. dollars)  As of December 31, 2024  As of September 30, 2025
ASSETS  (Audited)  (Unaudited)
CURRENT ASSETS:          
Cash and cash equivalents  $4   $180,807 
Margin deposits   -    21,270 
Accounts receivable   2    32,278 
Inventories   -    32,559 
Due from related parties   -    6,148 
Insurance claims receivable   -    3,918 
Vessels held for sale   -    11,250 
Prepayments and other   -    26,120 
Total current assets  $6   $314,350 
FIXED ASSETS, NET:          
Vessels and advances, net  $-   $574,290 
Total fixed assets, net  $-   $574,290 
NON-CURRENT ASSETS:          
Deferred charges, net  $-   $17,431 
Operating leases, right-of-use assets   -    151,449 
Accounts receivable, non-current   -    4,235 
Due from related parties, non-current   -    1,050 
Restricted cash   2,100    3,650 
Fair value of derivatives, non-current   -    107 
Total assets  $2,106   $1,066,562 
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES:          
Current portion of long-term debt  $-   $15,013 
Operating lease liabilities, current portion   -    136,806 
Accounts payable   -    24,984 
Due to related parties   2,100    15,756 
Accrued liabilities   -    12,958 
Unearned revenue   -    18,105 
Fair value of derivatives   -    1,596 
Other current liabilities   -    4,598 
Total current liabilities  $2,100   $229,816 
NON-CURRENT LIABILITIES:          
Long-term debt, net of current portion  $-   $144,306 
Operating lease liabilities, non-current portion   -    8,931 
Other non-current liabilities   -    603 
Total non-current liabilities  $-   $153,840 
COMMITMENTS AND CONTINGENCIES   -    - 
STOCKHOLDERS’ EQUITY:          
Common stock  $-   $2 
Additional paid-in capital   -    702,059 
Retained earnings / (Accumulated deficit)   6    (19,155)
Total stockholders’ equity   6    682,906 
Total liabilities and stockholders’ equity  $2,106   $1,066,562 

 

 

9

 

 

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Combined Carve-out Statements of Operations1

 

(Expressed in thousands of U.S. dollars) 

  For the nine-month period ended September 30, 2024  For the period from January 1, 2025 to May 6, 2025
REVENUES:   (Unaudited)    (Unaudited) 
Voyage revenue  $759,876   $239,719 
Voyage revenue – related parties   111,128    87,683 
Total voyage revenue   871,004    327,402 
           
EXPENSES:          
Voyage expenses   (255,367)   (107,383)
Charter-in hire expenses   (521,431)   (166,506)
Voyage expenses-related parties   (5,585)   (3,765)
Vessels’ operating expenses   (61,805)   (27,165)
General and administrative expenses   (11,045)   (10,832)
General and administrative expenses – related parties   (2,320)   (528)
Management and agency fees - related parties   (23,839)   (10,760)
Amortization of dry-docking and special survey costs   (4,585)   (2,337)
Depreciation   (27,586)   (14,044)
Gain / (loss) on sale of vessels, net   3,348    (4,669)
Loss on vessels held for sale   -    (1,579)
Vessel’s impairment loss   -    (179)
Foreign exchange gains   153    219 
Operating loss   (39,058)   (22,126)
OTHER INCOME / (EXPENSES):          
Interest income   1,346    236 
Interest and finance costs, net   (17,839)   (7,313)
Interest expense – related parties   (540)   (815)
Other, net   944    (47)
Gain / (loss) on derivative instruments, net   22,357    (710)
Total other income / (expenses), net   6,268    (8,649)
Net loss  $(32,790)  $(30,775)

 

 

1 This statement includes combined carve-out financial information for Costamare Bulkers Holdings Limited Predecessor, prepared in accordance with the same accounting principles as disclosed in Costamare Bulkers’ Registration Statement on Form 20-F (File No. 001-42581).

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COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Combined Carve-out Balance Sheet2

 

(Expressed in thousands of U.S. dollars)  December 31, 2024
ASSETS   (Audited) 
CURRENT ASSETS:     
Cash and cash equivalents  $49,858 
Restricted cash   941 
Margin deposits   45,221 
Accounts receivable, net   39,648 
Inventories   44,500 
Due from related parties   7,014 
Fair value of derivatives   197 
Insurance claims receivable   2,842 
Prepayments and other assets   49,796 
Total current assets   240,017 
FIXED ASSETS, NET:     
Vessels and advances, net   671,844 
Total fixed assets, net   671,844 
OTHER NON-CURRENT ASSETS:     
Accounts receivable, net, non-current   1,610 
Deferred charges, net   19,119 
Due from related parties, non-current   1,050 
Fair value of derivatives, non-current   147 
Restricted cash, non-current   9,236 
Operating leases, right-of-use assets   297,975 
Total assets  $1,240,998 
LIABILITIES AND SHAREHOLDERS’ EQUITY     
CURRENT LIABILITIES:     
Current portion of long-term debt, net of deferred financing costs  $30,505 
Related party loans   85,000 
Accounts payable   41,477 
Due to related parties   5,319 
Operating lease liabilities, current portion   205,172 
Accrued liabilities   11,906 
Unearned revenue   22,911 
Fair value of derivatives   14,465 
Other current liabilities   3,902 
Total current liabilities   420,657 
NON-CURRENT LIABILITIES:     
Long-term debt, net of current portion and deferred financing costs   305,724 
Operating lease liabilities, non-current portion   87,424 
Fair value of derivatives, non-current portion   5,174 
Total non-current liabilities   398,322 
COMMITMENTS AND CONTINGENCIES   - 
SHAREHOLDERS’ EQUITY:     
Common shares   250 
Additional paid-in capital   207,284 
Net Parent Investment   312,546 
Accumulated deficit   (98,061)
Total shareholders’ equity   422,019 
Total liabilities and shareholders’ equity  $1,240,998 

 

 

2 This statement includes combined carve-out financial information for Costamare Bulkers Holdings Limited Predecessor, prepared in accordance with the same accounting principles as disclosed in Costamare Bulkers’ Registration Statement on Form 20-F (File No. 001-42581).

11

 

 

Financial Summary

 

(Expressed in thousands of U.S. dollars, except share and per share data)  Nine-month period ended September 30, 2025  Three-month period ended September 30, 2025
Voyage revenue  $265,979   $158,768 
Voyage revenue – related parties  $112,761   $64,106 
Total voyage revenue  $378,740   $222,874 
Accrued charter revenue (1)  $2   $1 
Total voyage revenue adjusted on a cash basis (2)  $378,742   $222,875 
Adjusted Net Income / (Loss) (3)  $(10,423)  $5,361 
Weighted Average number of shares    13,754,628    24,241,640 
Adjusted Earnings / (Losses) per share (3)  $(0.76)  $0.22 
Net Income / (Loss)  $(19,161)  $7,354 
Weighted Average number of shares   13,754,628    24,241,640 
Earnings / (Losses) per share  $(1.39)  $0.30 

 

(1) Accrued charter revenue represents the difference between cash received during the period and revenue recognized during the period on a straight-line basis at the charter’s average rate. In the early years of a charter with escalating charter rates, voyage revenue will exceed cash received during the period and during the last years of such charter cash received will exceed revenue recognized on a straight-line basis. The reverse is true for charters with descending rates.

 

(2) Total voyage revenue adjusted on a cash basis represents Total voyage revenue after adjusting for non-cash “Accrued charter revenue” recorded under charters with escalating or descending charter rates. However, Total voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. GAAP. We believe that the presentation of Total voyage revenue adjusted on a cash basis is useful to investors because it presents the charter revenue for the relevant period based on the then-current daily charter rates.

 

(3) Adjusted Net Income / (Loss) and Adjusted Earnings / (Losses) per Share are non-GAAP measures. Refer to the reconciliation of Net Income / (Loss) to Adjusted Net Income / (Loss) and Adjusted Earnings / (Losses) 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 periods. 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) Voyage revenue adjusted on a cash basis (reconciled above), (ii) Adjusted Net Income / (Loss) and (iii) Adjusted Earnings / (Losses) per Share.

 

12

 

 

Reconciliation of Net Income / (Loss) to Adjusted Net Income / (Loss) and Adjusted Earnings / (Losses) per Share

 

   Nine-month period ended September 30,  Three-month period ended September 30,
(Expressed in thousands of U.S. dollars, except share and per share data)  2025  2025
Net Income / (Loss)  $(19,161)  $7,354 
Accrued charter revenue   2    1 
Deferred charter-in expense   145    91 
General and administrative expenses - non-cash component   1,192    869 
Loss on sale of vessels   10,399    3,830 
Loss on vessel held for sale   1,058    1,058 
Non-recurring, non-cash write-off of loan deferred financing costs   274    157 
Gain on derivative instruments, excluding realized (gain) / loss on derivative instruments (1)   (4,332)   (7,999)
Adjusted Net Income / (Loss)  $(10,423)  $5,361 
Adjusted Earnings / (Losses) per Share  $(0.76)  $0.22 
Weighted average number of shares   13,754,628    24,241,640 

 

Adjusted Net Income / (Loss) and Adjusted Earnings / (Losses) per Share represent Net Income / (Loss) before non-cash “Accrued charter revenue” recorded under charters with escalating or descending charter rates, deferred charter-in expense, loss on vessel held for sale, loss on sale of vessels, non-recurring, non-cash write-off of loan deferred financing costs, general and administrative expenses - non-cash component and gain on derivative instruments, excluding realized (gain)/loss on derivative instruments. “Accrued charter revenue” is attributed to the timing difference between the revenue recognition and the cash collection. However, Adjusted Net Income / (Loss) and Adjusted Earnings / (Losses) per Share are not recognized measurements under U.S. GAAP. We believe that the presentation of Adjusted Net Income / (Loss) and Adjusted Earnings / (Losses) 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 / (Loss) and Adjusted Earnings / (Losses) per Share are useful in evaluating our ability to service additional debt and make capital expenditures. In addition, we believe that Adjusted Net Income / (Loss) and Adjusted Earnings / (Losses) 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 / (Loss) and Adjusted Earnings / (Losses) 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 / (Loss) and Adjusted Earnings / (Losses) 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 / (Loss) and Adjusted Earnings / (Losses) per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

 

(1)Items to consider for comparability, when prior period figures are presented, include gains and charges. Gains positively impacting Net Income / (Loss) are reflected as deductions to Adjusted Net Income / (Loss). Charges negatively impacting Net Income / (Loss) are reflected as increases to Adjusted Net Income / (Loss).

 

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Owned Dry Bulk Fleet Utilization(1)

 

   Nine-month period ended September 30,  Three-month period ended September 30,
   2025  2025
Owned Dry Bulk Fleet Available Days (*)   6,535    3,259 
Owned Dry Bulk Fleet Utilization(*)   98.1%   98.4%

 

(*) Since late March 2025, when Costamare transferred to Costamare Bulkers the entities engaged in the dry bulk business.

 

(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 includes 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):

 

üDry 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.

 

üDry 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.

 

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