Costamare Bulkers Holdings Limited Friday 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
- 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.
- 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.
- 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).
- 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.”
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.
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.
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.
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.
