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6-K 1 f6k_080825.htm FORM 6-K

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 2025

 

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F-3, as filed with the U.S. Securities and Exchange Commission on May 30, 2025 (File No. 333-287685), to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by us under the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

 

99.1 Press Release, dated August 8, 2025: Costamare Bulkers Holdings Limited Reports Results for the Six-Month Period Ended June 30, 2025
99.2 Financial Report for the Six-Month period Ended June 30, 2025

 

 

 

 

 

 

 

 


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 8, 2025

     
  COSTAMARE BULKERS HOLDINGS LIMITED
     
  By: /s/ Gregory G. Zikos  
  Name: Gregory G. Zikos
  Title: Chief Executive Officer
         

 

 

 

 

EX-99.1 2 exh_991.htm EXHIBIT 99.1

Exhibit 99.1

 

 

COSTAMARE BULKERS HOLDINGS LIMITED REPORTS RESULTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2025

 

Monaco, August 8, 2025 – Costamare Bulkers Holdings Limited (“Costamare Bulkers” or the “Company”) (NYSE: CMDB) today reported unaudited financial results for the six-month period ended June 30, 2025 (“H1 2025”).

 

Costamare Bulkers had no operating activity during the first half of 2024 and remained a wholly-owned subsidiary of Costamare Inc. (“Costamare”), a New York Stock Exchange (the “NYSE”) listed company, until May 6, 2025, when it became an independent, publicly traded company on NYSE through a spin-off from Costamare.

 

Starting with the earnings release for the third quarter and the nine-month period ended September 30, 2025, which will reflect the first full quarter of operations, we intend to include additional financial information and management discussion on Costamare Bulkers’ performance.

 

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 own, have owned, or were formed with the intention to own dry bulk vessels. The results of these entities are included in Costamare Bulkers’ consolidated statement of operations for the six-month period ended June 30, 2025. On May 6, 2025, Costamare Bulkers also acquired from Costamare and a minority shareholder Costamare Bulkers Inc. (“CBI”), a dry bulk operating platform, whose results are included from that date forward. No comparative figures are presented for the six-month period ended June 30, 2024, as Costamare Bulkers had no operations during that time and all amounts would have been nil.

 

FINANCIAL RESULTS AND LIQUIDITY

 

· H1 2025 Net Loss of $26.5 million ($3.15 loss per share).
· H1 2025 Adjusted Net Loss1 of $15.8 million ($1.87 adjusted loss per share).
· H1 2025 Adjusted Net Loss of $15.8 million ($0.65 pro forma adjusted loss per share, which reflects the weighted average number of common shares as if all shares outstanding as of June 30, 2025 had been outstanding from January 1, 2025)2.
· H1 2025 liquidity of $242.3 million3.

 

 

 

 

 

 

___________________

1 Adjusted Net Loss 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.

2 The weighted average number of shares outstanding for the six-month period ended June 30, 2025, was 8,424,213, reflecting the timing of share issuances throughout the period. On a pro forma basis, assuming that all 24,240,982 common shares outstanding as of June 30, 2025, had been outstanding since January 1, 2025, the weighted average number of shares would have been 24,240,982. The pro forma adjusted loss per share metric is presented for comparability purposes only and does not reflect a GAAP measure.

3 Including margin deposits relating mainly to our forward freight agreements (“FFAs”) and bunker swaps of $26.6 million and $84.7 million of available undrawn funds from one hunting license facility as of June 30, 2025.

 

  1  

Mr. Gregory Zikos, Chief Executive Officer of Costamare Bulkers Holdings Limited, commented:

 

“As announced on May 7, 2025, Costamare Bulkers debuted as an independent, publicly traded company upon the completion of its separation from Costamare Inc.

 

The entity currently encompasses the owned dry bulk fleet of Costamare Inc., consisting of 37 vessels as well as the CBI operating platform commercially managing 39 ships on period charters.

 

For the first quarter of 2025, Costamare Bulkers had nominal operations, at the end of March it acquired the owned dry bulk fleet and on May 6, 2025 it acquired CBI.

 

· Adjusted Net Loss (excluding unrealized gains and losses from derivatives) for the period was $15.8 million ($1.87 adjusted loss per share)

 

· Liquidity was $242 million

 

Trading losses, partly due to the liquidation of older legacy positions, have contributed to the H1 2025 loss. As those positions are being closed, our goal is to manage a balanced trading book ancillary to the main shipowning business.

 

With minimal leverage and net debt of approximately $10 million, we are well positioned to grow opportunistically in the dry bulk sector.

 

We are progressing on our strategy to divest older and smaller tonnage and replacing it with younger and bigger-sized vessels. We recently acquired an additional Capesize vessel and we are proceeding with the disposal of our remaining five Handysize ships.

 

On the market, the Capesize sector in the second quarter of 2025 was marked by intense volatility. Total Capesize volumes rose, driven by strong Pacific and Brazil-Asia activity. The index hit a high mid-June, before softening by early July as fundamentals softened. The recent rally appears to be driven by positive sentiment, stimulus anticipation from China, real-time vessel tightness and firm Atlantic fronthaul demand.

 

Regarding the Panamax sector, the market strengthened in early June before declining as of the close of last week.  The strength was driven by South America grains delayed corn harvest and freight coverings.”

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  2  

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 37 vessels with a total carrying capacity of approximately 3,103,000 dwt (including six vessels that we have agreed to sell). Costamare Bulkers also owns a dry bulk operating platform (CBI) which charters in/out dry bulk vessels, enters into contracts of affreightment and 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. 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).

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  3  

 

Reconciliation of Net Loss to Adjusted Net Loss and Adjusted Loss per Share

 

     
    Six-month period ended June 30,
(Expressed in thousands of U.S. dollars, except share and per share data)   2025
Net Loss   $ (26,515 )
Accrued charter revenue     1  
Deferred charter-in expense     54  
General and administrative expenses - non-cash component     323  
Loss on sale of vessel     1,579  
Loss on vessels held for sale     4,990  
Non-recurring, non-cash write-off of loan deferred financing costs     117  
Loss on derivative instruments, excluding realized (gain) / loss on derivative instruments (1)     3,667  
Adjusted Net Loss   $ (15,784 )
Adjusted Loss per Share   $ (1.87 )
Weighted average number of shares     8,424,213  

 

 

Adjusted Net Loss and Adjusted Losses per Share represent Net 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 vessel, non-recurring, non-cash write-off of loan deferred financing costs, general and administrative expenses - non-cash component and loss 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 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 Loss are reflected as deductions to Adjusted Net Loss. Charges negatively impacting Net Loss are reflected as increases to Adjusted Net Loss.

 

 

4

 

 

 

 

EX-99.2 3 exh_992.htm EXHIBIT 99.2

Exhibit 99.2

 

 

Financial Report

 

 

 

Vessels’ Operational Data

 

  Six-month period ended June 30, 2025
   
Average number of vessels (1) 36.5
Ownership days (1) 3,320
Average number of third-party charter-in vessels 51.8
Number of vessels under dry-docking and special survey (1) 1

 

 

(1) Vessels in our owned fleet

 

 

 

 

 

 

Owned Vessels Fleet List

 

The table below provides information about our owned fleet as of August 7, 2025, including six vessels that we have agreed to sell. Each vessel is owned by one of our subsidiaries.

 

 

 

 

 

 

 

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 GORGO (ex. GORGOYPIKOOS) (i) 2005 76,498  
16 MERCHIA 2015 63,585  
17 DAWN 2018 63,561  
18 SEABIRD 2016 63,553  

 

 

  1  

 

 

 

 

 

Vessel Name Year
Built
Capacity
(DWT)
 
19 ORION 2015 63,473  
20 DAMON 2012 63,301  
21 ARYA 2013 61,424  
22 ALWINE        2014 61,090  
23 AUGUST 2015 61,090  
24 ATHENA 2012 58,018  
25 ERACLE 2012 58,018  
26 NORMA 2010 58,018  
27 CURACAO 2011 57,937  
28 URUGUAY 2011 57,937  
29 SERENA 2010 57,266  
30 LIBRA 2010 56,701  
31 CLARA 2008 56,557  
32 BERMONDI 2009 55,469  
33 VERITY(i) 2012 37,163  
34 PARITY(i) 2012 37,152  
35 ACUITY(i) 2011 37,152  
36 EQUITY(i) 2013 37,071  
37 BERNIS(i) 2011 35,995  

 

 

(i) Denotes vessels we have agreed to sell. Sales are expected to be concluded in Q3 and Q4 2025. Gorgo was initially acquired as part of an en-bloc deal in conjunction with the sale of four Handysize vessels (i.e. Verity, Parity, Acuity and Equity).

 

 

 

 

 

 

 

  2  

Chartered-In Vessels Fleet List

 

The table below provides information about our chartered-in fleet as of August 7, 2025.

 

 

 

 

 

 

Vessel Name Year
Built
Capacity
(DWT)
Charter
Hire -In Rate
Earliest
Redelivery
Quarter/ Year
Comments
1 BERGE ZUGSPITZE 2016 211,182 Index-Linked Q1 2026  -
2 BERGE GROSSGLOCKNER 2017 211,171 Index-Linked Q1 2026  -
3 SHANDONG PROSPERITY 2021 211,103 Index-Linked plus Fixed Amount Q3 2026  -
4 SHANDONG INNOVATION 2021 210,989 Index-Linked plus Fixed Amount Q4 2026  -
5 SHANDONG HAPPINESS 2021 210,938 Index-Linked plus Fixed Amount Q4 2026
6 SHANDONG MIGHTINESS 2021 210,896 Index-Linked plus Fixed Amount Q3 2026  -
7 SHANDONG MISSION 2021 210,800 Index-Linked plus Fixed Amount Q4 2026  -
8 SHANDONG RENAISSANCE 2022 210,800 Index-Linked plus Fixed Amount Q4 2026  -
9 BERGE DACHSTEIN 2020 208,718 Index-Linked Q3 2025  -
10 BULK SANTOS 2020 208,445 Index-Linked Q2 2026  -
11 BULK SAO PAULO 2020 208,445 Index-Linked Q2 2026  -
12 TITANSHIP 2011 207,855 Fixed Rate plus Profit Share Q3 2026  -
13 MEISHIP 2013 207,851 Fixed Rate plus Profit Share Q1 2026  -
14 MINERAL CLOUDBREAK 2012 205,097 Index-Linked Q4 2025 Converted to Fixed Rate until end 2025
15 ICONSHIP 2013 181,392 Index-Linked Q1 2026 Converted to Fixed Rate until end 2025
16 CAPE PROTEUS 2011 180,585 Fixed Rate    Q1 2026 CMDB option to extend for 10-14 months
17 MANDY 2010 180,371 Index-Linked Q3 2026 -
18 MILLIE 2009 180,310 Index-Linked Q4 2025 -
19 TOMINI K2 2014 179,816 Fixed Rate Q1 2027 -
20 MARIJEANNIE C 2009 179,759 Index-Linked Q1 2026 -
21 SHANDONG HENG CHANG 2013 179,713 Index-Linked plus Fixed Amount Q4 2025 -
22 MILDRED 2011 179,678 Index-Linked Q1 2026 -
23 MARIPERLA 2009 179,561 Index-Linked Q1 2026 Converted to Fixed Rate until end 2025

 

 

  3  

 

 

 

 

 

Vessel Name Year
Built
Capacity
(DWT)
Charter
Hire -In Rate
Earliest
Redelivery
Quarter/ Year
Comments
24 NAVIOS FULVIA 2010 179,263 Index-Linked Q4 2026
25 NAVIOS ALTAMIRA 2011 179,165 Index-Linked Q4 2026 Converted to Fixed Rate until end Q3 2025
26 NAVIOS LUZ 2010 179,144 Index-Linked Q4 2025 Converted to Fixed Rate until end Q3 2025
27 LORDSHIP 2010 178,838 Index-Linked Q1 2026 -
28 CAPE AQUA 2009 178,055 Index-Linked Q3 2025 -
29 MILESTONE 2010 176,354 Index-Linked Q1 2026 -
30 W-SMASH 2013 82,742 Index-Linked Q4 2025 -
31 SAPHIRA 2021 82,577 Fixed Rate Q2 2026 -
32 NAVIOS LIBRA 2019 82,011 Index-Linked Q1 2026 Converted to Fixed Rate until end 2025
33 AOM MARIA LAURA 2021 81,800 Fixed Rate Q2 2026 CMDB option to extend for 10-14 months
34 W-EMERALD 2012 81,709 Index-Linked Q3 2025 -
35 NAVIOS CITRINE 2017 81,626 Index-Linked Q1 2026 Converted to Fixed Rate until end 2025
36 AOM BIANCA 2017 81,600 Fixed Rate Q4 2025 CMDB option to extend until Nov 2026 – Feb 2027
37 KYNOURIA 2012 81,354 Index-Linked Q4 2026 -
38 KROUSSON 2011 81,351 Index-Linked Q3 2026 -
39 GEORGITSI 2012 81,309 Index-Linked Q3 2026 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  4  

 

COSTAMARE BULKERS HOLDINGS LIMITED

Consolidated Statement of Operations

 

 

    Six-month periods ended June 30,
(Expressed in thousands of U.S. dollars, except share and per share amounts)     2024   2025
    (Unaudited)   (Unaudited)
REVENUES:        
Voyage revenue   $ -     $ 107,211  
Voyage revenue – related parties     -       48,655  
Total voyage revenue     -       155,866  
                 
EXPENSES:                
Voyage expenses     -       (50,420 )
Charter-in hire expenses     -       (74,767 )
Voyage expenses – related parties     -       (2,228 )
Vessels’ operating expenses     -       (19,500 )
General and administrative expenses     -       (2,159 )
Management and agency fees – related parties     -       (6,690 )
General and administrative expenses – non-cash component     -       (323 )
Amortization of dry-docking and special survey costs     -       (1,833 )
Depreciation     -       (9,886 )
Loss on sale of vessels     -       (1,579 )
Loss on vessels held for sale     -       (4,990 )
Foreign exchange gains     -       4  
Operating loss   $ -     $ (18,505 )
                 
OTHER INCOME / (EXPENSES):                
Interest income   $ -     $ 778  
Interest and finance costs     -       (3,675 )
Other,  net     -       115  
Loss on derivative instruments, net     -       (5,228 )
Total other expenses, net   $ -     $ (8,010 )
Net loss   $ -     $ (26,515 )
                 
Losses per common share, basic and diluted   $ -     $ (3.15 )
Weighted average number of shares, basic and diluted     --       8,424,213  

 

 

 

 

 

 

  5  

COSTAMARE BULKERS HOLDINGS LIMITED

Consolidated Balance Sheets

 

 

 

(Expressed in thousands of U.S. dollars)   As of December 31, 2024   As of June 30, 2025
ASSETS     (Audited)       (Unaudited)  
CURRENT ASSETS:                
Cash and cash equivalents   $ 4     $ 127,474  
Restricted cash     2,100       -  
Margin deposits     -       26,550  
Accounts receivable     2       35,388  
Inventories     -       34,657  
Due from related parties     -       5,326  
Insurance claims receivable     -       3,681  
Vessels held for sale     -       19,453  
Prepayments and other     -       31,940  
Total current assets   $ 2,106     $ 284,469  
FIXED ASSETS, NET:                
Vessels and advances, net   $ -     $ 609,593  
Total fixed assets, net   $ -     $ 609,593  
NON-CURRENT ASSETS:                
Deferred charges, net   $ -     $ 20,520  
Operating leases, right-of-use assets     -       207,203  
Accounts receivable, non-current     -       1,460  
Due from related parties, non-current     -       975  
Restricted cash     -       3,600  
Total assets   $ 2,106     $ 1,127,820  
LIABILITIES AND STOCKHOLDERS’ EQUITY                
CURRENT LIABILITIES:                
Current portion of long-term debt   $ -     $ 19,400  
Operating lease liabilities, current portion     -       166,888  
Accounts payable     -       28,996  
Due to related parties     2,100       13,805  
Accrued liabilities     -       10,480  
Unearned revenue     -       15,718  
Fair value of derivatives     -       9,227  
Other current liabilities     -       6,196  
Total current liabilities   $ 2,100     $ 270,710  
NON-CURRENT LIABILITIES                
Long-term debt, net of current portion   $ -     $ 147,367  
Operating lease liabilities, non-current portion     -       33,456  
Fair value of derivatives, net of current portion     -       263  
Other non-current liabilities     -       1,341  
Total non-current liabilities   $ -     $ 182,427  
COMMITMENTS AND CONTINGENCIES     -       -  
STOCKHOLDERS’ EQUITY:                
Common stock   $ -     $ 2  
Additional paid-in capital     -       701,190  
Retained earnings / (Accumulated deficit)     6       (26,509 )
Total stockholders’ equity     6       674,683  
Total liabilities and stockholders’ equity   $ 2,106     $ 1,127,820  

 

 

 

 

 

 

  6  

COSTAMARE BULKERS HOLDINGS LIMITED

Condensed Consolidated Statements of Cash Flows

 

 

(Expressed in thousands of U.S. dollars)   For the six-month periods ended June 30,
    2024   2025
Net cash provided by:   (Unaudited)   (Unaudited)
Operating activities   $ -     $ 17,287  
Investing activities     -       36,695  
Financing activities     -       74,988  
Net increase in cash, cash equivalents and restricted cash   $ -     $ 128,970  
Cash, cash equivalents and restricted cash at beginning of the period     -       2,104  
Cash, cash equivalents and restricted cash at end of the period   $ -     $ 131,074  

 

 

 

 

 

 

 

 

 

 

 

  7  

COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Combined Carve-out Statements of Operations1

 

(Expressed in thousands of U.S. dollars)     For the six-month period
ended June 30, 2024
      For the period from
January 1, 2025 to May 6, 2025
 
REVENUES:     (Unaudited)       (Unaudited)  
Voyage revenue   $ 520,332     $ 239,719  
Voyage revenue – related parties     31,776       87,683  
Total voyage revenue     552,108       327,402  
                 
EXPENSES:                
Voyage expenses     (169,467 )     (107,383 )
Charter-in hire expenses     (308,557 )     (166,506 )
Voyage expenses-related parties     (2,203 )     (3,765 )
Vessels’ operating expenses     (41,372 )     (27,165 )
General and administrative expenses     (6,374 )     (10,832 )
General and administrative expenses – related parties     (1,488 )     (528 )
Management and agency fees - related parties     (15,102 )     (10,760 )
Amortization of dry-docking and special survey costs     (2,984 )     (2,337 )
Depreciation     (17,980 )     (14,044 )
Gain / (loss) on sale of vessels, net     3,422       (4,669 )
Loss on vessels held for sale     (2,308 )     (1,579 )
Vessel’s impairment loss     -       (179 )
Foreign exchange gains     46       219  
Operating loss     (12,259 )     (22,126 )
OTHER INCOME / (EXPENSES):                
Interest income     1,021       236  
Interest and finance costs, net     (11,889 )     (7,313 )
Interest expense – related parties     (219 )     (815 )
Other, net     868       (47 )
Gain / (loss) on derivative instruments, net     24,996       (710 )
Total other income / (expenses), net     14,777       (8,649 )
Net income / (loss)   $ 2,518     $ (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).

 

 

 

 

 

  8  

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).

  

 

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COSTAMARE BULKERS HOLDINGS LIMITED PREDECESSOR

Condensed Combined Carve-out Statements of Cash Flows3

 

    For the six-month period
ended June 30, 2024
  For the period from
January 1, 2025 to May 6, 2025
(Expressed in thousands of U.S. dollars)                
Net cash provided by/ (used in):     (Unaudited)       (Unaudited)  
Operating activities   $ (8,934 )   $ 3,938  
Investing activities     21,942       9,995  
Financing activities     (7,311 )     (42,174 )
Net increase / (decrease) in cash, cash equivalents and restricted cash   $ 5,697     $ (28,241 )
Cash, cash equivalents and restricted cash at beginning of the period     45,399       60,035  
Cash, cash equivalents and restricted cash at end of the period   $ 51,096     $ 31,794  

 

 

Forward-Looking Statements

 

This financial report 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. 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).

 

 

 

 

____________________

3 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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