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6-K 1 f6k_111425.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 November 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F-3, as filed with the U.S. Securities and Exchange Commission on May 30, 2025 (File No. 333-287685), to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by us under the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 November 14, 2025: Costamare Bulkers Holdings Limited Reports Results for the Third Quarter and Nine-Month Period Ended September 30, 2025
99.2 Financial Report for the Third Quarter and Nine-Month period Ended September 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: November 14, 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
THIRD QUARTER AND NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2025

 

Monaco, November 14, 2025 – Costamare Bulkers Holdings Limited (“Costamare Bulkers” or the “Company”) (NYSE: CMDB) today reported unaudited financial results for the third quarter and nine-month period ended September 30, 2025.

 

This earnings release focuses on the financial results and management’s discussion and analysis for the three-month period ended September 30, 2025, reflecting the Company’s performance during its first full quarter as an independent, publicly traded company.

 

Costamare Bulkers had no operating activity during the nine-month period ended September 30, 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.

 

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 three- and nine- month period ended September 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 three- and nine- month period ended September 30, 2024, as Costamare Bulkers had no operations during that time and all amounts would have been nil.

 

Financial Highlights and Operational Updates

 

I. PROFITABILITY - LIQUIDITY - DEBT

 

· Q3 2025 Net Income of $7.4 million ($0.30 per share).
· Q3 2025 Adjusted Net Income1 of $5.4 million ($0.22 per share).
· Q3 2025 liquidity of $290.5 million2.
· Debt3 of $159.3 million and Cash4 of $205.8 million, resulting in negative net debt5 as of the end of Q3.

 

 

 

 

______________________________

1 Adjusted Net Income and respective per share figures are non-GAAP measures and should not be used in isolation or as substitutes for Costamare Bulkers financial results presented in accordance with U.S. generally accepted accounting principles (“GAAP”). For the definition and reconciliation of these measures to the most directly comparable financial measure calculated and presented in accordance with GAAP, please refer to Exhibit I.

2 Liquidity includes Cash (as defined in footnote 4) plus $84.7 million of available undrawn funds from one hunting license facility as of September 30, 2025.

3 Long-term debt including non-current portion.

4 Cash and cash equivalents (including restricted cash) of $184.5 million plus margin deposits of $21.3 million relating mainly to our forward freight agreements (“FFAs”) and bunker swaps.

5 Net debt is equal to Debt (as defined in footnote 3) minus Cash (as defined in footnote 4).

 

  1  

 

II. REALIGNMENT OF TRADING PLATFORM AND INTEGRATION WITH OWNED FLEET

 

· Entered into a Strategic Cooperation Agreement (the “Cooperation Agreement”) with Cargill International S.A. (“Cargill”) (announced on September 29, 2025), which included among other things:

 

- The transfer of the majority of CMDB’s trading book as of that date, including:

 

· Chartered-in vessels;
· Cargo transportation commitments (contracts of affreightment); and
· Derivatives positions.

 

- The charter-out of four Company-owned Supramax vessels for a period of four to six months.

 

· The above-mentioned transfers are currently in progress with the timing for completion dependent on, among other things, the agreement of third parties and the vessels operations’ schedule.

 

As of November 13, 2025, the following transfers have been effected or have been agreed to become effected:

 

- Novation or sub-charter to Cargill6 of 19 chartered-in vessels;
- Novation or relet to Cargill7 of the entire forward cargo book under the Cooperation Agreement; and
- Transfer of the entire FFA trading book under the Cooperation Agreement.

 

· In addition to the Cooperation Agreement, we have:

 

- Early-redelivered three chartered-in vessels.
- Chartered-out on long-term period two chartered-in vessels.

 

· The remaining chartered-in fleet consists of 128 third-party owned dry bulk vessels of which:

 

- 8 vessels are expected to be redelivered within Q4 2025/Q1 2026.
- 4 vessels are expected to be redelivered within Q2 2026/Q4 2026.

 

· The realigned trading platform will aim to:

 

- focus on Kamsarmax-type vessels by building a balanced cargo-driven portfolio that optimizes earnings and manages downside exposure while maintaining flexibility through market cycles, and
- support the owned fleet through improved market insight and operational flexibility.

 

 

III. OWNED FLEET

 

· Costamare Bulkers currently owns a fleet of 319 dry bulk vessels of a total capacity of approximately 2.8 million DWT, consisting of:

 

- 7 Capesize vessels out of which 6 are on period charters.
- 7 Kamsarmax vessels out of which 5 are on period charters.
- 8 Ultramax vessels all of which are on period charters.
- 9 Supramax vessels out of which 7 are on period charters.

 

· The majority of the period charters are on index-linked charter agreements with owner’s option to convert to fixed rate based on the prevailing FFA curve.

 

 

______________________________

6 On back-to-back terms with the original charterparties.

7 On back-to-back terms with the original agreements.

8 As of November 13, 2025 and excluding vessels agreed to be novated or sub-chartered on back-to-back terms pursuant to the Cooperation Agreement.

9 As of November 13, 2025.

 

  2  

IV. SALE AND PURCHASE ACTIVITY

 

Vessel Disposals

 

Conclusion of the previously announced sale of the below vessels, generating net sale proceeds after debt prepayment of $44 million:

 

· 2010-built, 58,018 DWT capacity dry bulk vessel, Pythias.
· 2011-built, 35,995 DWT capacity dry bulk vessel, Bernis.
· 2011-built, 37,152 DWT capacity dry bulk vessel, Acuity.
· 2012-built, 37,163 DWT capacity dry bulk vessel, Verity.
· 2013-built, 37,071 DWT capacity dry bulk vessel, Equity.
· 2012-built, 37,152 DWT capacity dry bulk vessel, Parity.

 

Vessel Acquisition

 

· Conclusion of the acquisition of the 2012-built, 176,387 DWT capacity dry bulk vessel, Imperator (ex. Imperator Australis).

 

V. DEBT FINANCING

 

· Financed the acquisition of the Imperator through an existing hunting license facility. Total amount drawn of approximately $15.3 million.
· Approximately $84.7 million is available through one hunting license facility for the financing of vessels acquisitions until December 2027.
· No significant loan maturities until 2029.

 

 

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

 

“This is the first full quarter, during which the Company reports financial results as an independent, publicly traded entity.

 

During the quarter Costamare Bulkers generated net income of $7.4 million. With total cash of about $206 million and debt of ca. $160 million, the Company is in a net debt negative position, owning a fleet of 31 dry bulk vessels with an average age of approximately 13 years and an average size of ca. 91,700 DWT.

 

As previously announced, in September we entered into a Strategic Cooperation Agreement with Cargill whereby, among other things, we agreed to gradually transfer to Cargill the majority of our trading book. We have effectively transferred our entire forward cargo book and FFA positions, as well as the majority of the chartered-in vessels. We intend to maintain our operating platform as an integral part of our business mainly focusing on Kamsarmaxes with the goal to optimize earnings and tightly manage downside exposure.

 

We are progressing on our strategy to divest older and smaller tonnage and replacing it with younger and bigger-sized vessels. During the quarter we concluded the disposals of five Handysize ships and one Supramax vessel and we accepted delivery of one Capesize.

 

Regarding the market, the Capesize index retreated from late July by the end of August due to excess tonnage and softer Brazil flows, before rebounding in late September on the back of end-of-quarter Australia iron ore and Pacific weather disruptions. In October, China’s plan to impose reciprocal port restrictions on US-linked vessels triggered a brief spike in FFAs despite limited physical market impact. However, following the 30 October US–China meeting, the measures were suspended for a year under a trade de-escalation framework, leading Capes FFAs to ease. Panamax rates were lifted as well during October; however as measures were suspended they have since retreated.”

 

 

  3  

Conference Call details:

 

On November 14, 2025 at 8:30 a.m. EST, Costamare Bulkers management team will hold a conference call to discuss the financial results. Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1-800-860-2442 (from the US), 0808-238-9064 (from the UK) or +1-412-858-4600 (from outside the US and the UK). Please quote “Costamare Bulkers”. A replay of the conference call will be available until November 21, 2025. The United States replay number is +1-855-669-9658; the standard international replay number is +1-412-317-0088; and the access code required for the replay is: 5058584.

 

Live webcast:

There will also be a simultaneous live webcast over the Internet, through the Costamare Bulkers website (www.costamarebulkers.com). Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.

 

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 31 vessels with a total carrying capacity of approximately 2,842,000 DWT. Costamare Bulkers also owns a dry bulk operating platform (CBI) which charters in/out dry bulk vessels, enters into contracts of affreightment, forward freight agreements and may also utilize hedging solutions. Costamare Bulkers’ common stock trades on the New York Stock Exchange under the symbol “CMDB”.

 

Forward-Looking Statements

This earnings release contains “forward-looking statements”. In some cases, you can identify these statements by forward-looking words such as “believe”, “intend”, “anticipate”, “estimate”, “project”, “forecast”, “plan”, “potential”, “may”, “should”, “could”, “expect” and similar expressions. You should not place undue reliance on these statements. These statements are not historical facts but instead represent only the Company’s beliefs regarding future results, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Although the Company believes that its expectations stated in this earnings release are based on reasonable assumptions, it is possible that actual results may differ, possibly materially, from those anticipated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect future results, see the discussion in the Company’s 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

 

 

 

 

 

 

 

 

  4  

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.

 

 

  5  

Exhibit I

 

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).

 

 

 

 

 

 

 

 

 

  6  

Exhibit II

 

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):

 

ü Dry dock days. We define dry dock days as the days during a period that a vessel underwent scheduled repairs or repairs under guarantee, vessel upgrades, scheduled dry-docking or special surveys.

 

ü Dry dock ballast days. We define dry dock ballast days as the total days during a period that a vessel spends sailing to and from a shipyard for scheduled repairs or repairs under guarantee, vessel upgrades, scheduled dry-docking or special surveys.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7

 

 

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).

10


 

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).

 

13


 

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):

 

ü Dry dock days. We define dry dock days as the days during a period that a vessel underwent scheduled repairs or repairs under guarantee, vessel upgrades, scheduled dry-docking or special surveys.

 

ü Dry dock ballast days. We define dry dock ballast days as the total days during a period that a vessel spends sailing to and from a shipyard for scheduled repairs or repairs under guarantee, vessel upgrades, scheduled dry-docking or special surveys.

 

14