Robin Energy posts $5.6M Q2 profit on vessel sale
Robin Energy reported $35.7 million in cash at June 30, 2026, and $4.8 million of net cash from operating activities for the first half.
Rhea-AI Filing Summary
Robin Energy Ltd. reported second-quarter net income of $5.6 million and six-month net income of $6.1 million for periods ended June 30, 2026. Second-quarter vessel revenue was $2.6 million, compared with $2.0 million a year earlier; six-month vessel revenue was $8.0 million, versus $3.6 million. The quarter included a $6.2 million gain from selling the M/T Wonder Mimosa. Daily TCE rate fell to $11,381 from $20,054, which the company attributed mainly to adding LPG carriers that generally earn lower rates than the tanker. A 1-for-15 reverse split took effect July 9, 2026.
Cash and equivalents were $35.7 million at June 30, 2026, compared with $5.6 million at December 31, 2025; net cash provided by operating activities was $4.8 million for the six months, versus $13.1 million a year earlier. On July 27, 2026, Robin Energy issued 750,000 common shares at $4.00 each for $3.0 million gross. In September 2026, a wholly owned subsidiary invested $5.5 million (€4.7 million) in senior secured convertible loan notes that mature December 31, 2026, bear no coupon and are redeemable at a premium; part of the entitlement may instead be converted into equity of a subsidiary of the note issuer.
Positive
- Second-quarter net income was $5.6 million, versus $0.5 million.
- M/T Wonder Mimosa sale generated a $6.2 million gain.
Negative
- First-half operating cash flow was $4.8 million, versus $13.1 million.
- Daily TCE rate was $11,381, compared with $20,054.
Filing Explained
Robin issued 0.4 million ATM shares by June; its September 23 count was 1,332,297 common shares outstanding, diluting existing holders’ percentage ownership absent offsets.
After the April sale of M/T Wonder Mimosa, the company withdrew its SEC registration statement in July. As of
During the six months ended
Key Figures
Second-quarter net income: $5.6 million
Second-quarter vessel revenue: $2.6 million
Net cash provided by operating activities: $4.8 million
+5 more
8 metrics
Second-quarter net income
$5.6 million
Three months ended June 30, 2026; $0.5 million for the three months ended June 30, 2025
Second-quarter vessel revenue
$2.6 million
Three months ended June 30, 2026; $2.0 million for the three months ended June 30, 2025
Net cash provided by operating activities
$4.8 million
Six months ended June 30, 2026; $13.1 million for the six months ended June 30, 2025
Cash and cash equivalents
$35.7 million
June 30, 2026; $5.6 million at December 31, 2025
Gain on sale of vessel
$6.2 million
M/T Wonder Mimosa sale in the three months ended June 30, 2026
Daily TCE Rate
$11,381 per day
Three months ended June 30, 2026; $20,054 per day for the three months ended June 30, 2025
Senior secured convertible loan notes
$5.5 million (€4.7 million)
Investment made in September 2026
Underwritten public offering
750,000 common shares at $4.00 per share
Issued July 27, 2026; $3.0 million gross proceeds
Key Terms
Daily TCE Rate, Available Days, Ownership Days, Adjusted EBITDA, +1 more
5 terms
Daily TCE Rate financial
"Daily TCE Rate is not a recognized metric under U.S. GAAP"
Daily TCE rate is the average amount a ship earns per day after subtracting voyage-specific costs such as fuel, port fees and broker commissions, converted into a common daily figure so different trips and ship types can be compared. For investors it acts like a daily net pay check for a vessel—showing real operating earning power and helping compare profitability, cash flow and market strength across shipping companies or time periods.
Available Days technical
"by the number of Available Days during that period"
Ownership Days technical
"increase in the Ownership Days of our fleet"
Ownership days refer to the total number of days that an investor holds a particular asset or investment. It is a way to measure how long an investor has kept their investment before selling or changing it, similar to tracking how many days someone owns a car before trading it in. This measure helps assess investment behavior and can influence decisions related to taxes, performance, and strategy.
Adjusted EBITDA financial
"EBITDA and Adjusted EBITDA are not measures of financial performance under U.S. GAAP"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
senior secured convertible loan notes financial
"invested $5.5 million (€4.7 million) in senior secured convertible loan notes"
A senior secured convertible loan note is a debt instrument that ranks high in a borrower’s repayment order (senior), is backed by specific collateral (secured), and can be converted into the issuer’s shares under agreed terms (convertible). Think of it as a loan with collateral that can later be exchanged for ownership; it matters to investors because it changes credit risk, recovery prospects if the issuer defaults, and potential equity dilution if conversion happens.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were RBNE’s results for the three months ended June 30, 2026?
Robin Energy reported net income of $5.6 million, compared with $0.5 million for the three months ended June 30, 2025. Vessel revenue was $2.6 million, versus $2.0 million in the comparable 2025 period.
Why did RBNE’s Daily TCE Rate decrease?
The Daily TCE Rate was $11,381, compared with $20,054 for the three months ended June 30, 2025. Robin Energy attributed the decrease mainly to acquiring two LPG carriers, which generally earn lower Daily TCE Rates than the tanker.
How much cash did Robin Energy have at June 30, 2026?
Cash and cash equivalents were $35.7 million at June 30, 2026, compared with $5.6 million at December 31, 2025. Net cash provided by operating activities for the six months ended June 30, 2026, was $4.8 million.
What did RBNE receive from selling the M/T Wonder Mimosa?
Robin Energy sold the M/T Wonder Mimosa for $12.8 million; the vessel was delivered to its new owners on April 29, 2026. The company recorded a net gain of $6.2 million from the sale.
What are the terms of Robin Energy’s September 2026 loan-note investment?
Through a wholly owned subsidiary, Robin Energy invested $5.5 million (€4.7 million) in notes issued by IntegrEn Limited. The notes bear no coupon, mature December 31, 2026, and are redeemable at a premium; part of the entitlement may instead be converted into equity of a subsidiary of the note issuer.
What did the July 2026 RBNE public offering include?
On July 27, 2026, Robin Energy issued and sold 750,000 common shares at $4.00 per share in an underwritten public offering. Gross proceeds were $3.0 million before offering expenses. An option for up to 54,380 additional shares expired September 10, 2026, with no additional shares issued under it.
When did Robin Energy’s reverse stock split take effect?
Robin Energy effected a 1-for-15 reverse stock split of its common shares on July 9, 2026, without changing the number of authorized common shares. The company reported 0.6 million issued and outstanding shares as of that date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number: 001-42543
ROBIN ENERGY LTD.
(Translation of registrant’s name into English)
223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
|
Form 20-F ☒
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Form 40-F ☐
|
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release issued by Robin Energy Ltd.
(the “Company”) on September 23, 2026, reporting the Company’s financial results for the three and six months ended June 30, 2026.
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.
|
ROBIN ENERGY LTD.
|
||
|
Dated: September 23, 2026
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||
|
By:
|
/s/ Petros Panagiotidis
|
|
|
Petros Panagiotidis
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||
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Chairman and Chief Executive Officer
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||
Exhibit 99.1
Robin Energy Ltd. Reports Net Income of $5.6 Million for the Three Months Ended June 30, 2026, and $6.1 Million for the Six Months Ended June 30, 2026
Limassol, Cyprus, September 23, 2026 – Robin Energy Ltd. (NASDAQ: RBNE), (“Robin”, or the “Company”), an international ship-owning company providing energy transportation
services globally, today announced its results for the three months and the six months ended June 30, 2026.
Highlights of the Second Quarter Ended June 30, 2026:
| • |
Total vessel revenues: $2.6 million, as compared to $2.0 million for the three months ended June 30, 2025, or a 29.2% increase;
|
| • |
Net income: $5.6 million, as compared to $0.5 million for the three months ended June 30, 2025, or a 980.7% increase;
|
| • |
Operating income: $5.8 million, as compared to $0.3 million for the three months ended June 30, 2025, or a 1,571% increase;
|
| • |
Earnings per common share, basic: $11.01 per share, as compared to $10.88 per share for the three months ended June 30, 2025;
|
| • |
Adjusted net income(1): $6.0 million, as compared to $0.5 million for the three months ended June 30, 2025;
|
| • |
EBITDA(1): $6.0 million, as compared to $0.7 million for the three months ended June 30, 2025;
|
| • |
Adjusted EBITDA(1): $6.4 million, as compared to $0.7 million for the three months ended June 30, 2025;
|
| • |
Cash of $35.7 million as of June 30, 2026, as compared to $5.6 million as of December 31, 2025;
|
| • |
During the three months ended June 30, 2026, we received gross proceeds of $2.2 million by issuing 0.1 million common shares through an at-the-market (“ATM”) offering agreement entered into on November 13, 2025,
with Maxim Group LLC and Rodman & Renshaw LLC, pursuant to which we offered and sold common shares through the sales agents at our discretion. As of September 23, 2026, there were no further transactions;
|
| • |
On March 24, 2026, we commenced a tender offer to purchase up to 66,667 common shares (1,000,000 common shares pre-reverse stock split as described below) at $3.00 per share (pre-reverse stock split as described
below), which expired on April 23, 2026. The offer was oversubscribed and the Company accepted 66,667 shares for an aggregate cost of $3.0 million excluding fees relating to the offer; and
|
| • |
On April 22, 2026, we entered into an agreement with an unaffiliated third party for the sale of the M/T Wonder Mimosa, a 2006-built Handysize product tanker, for a price of $12.8 million. The vessel was
delivered to its new owners on April 29, 2026, and we recorded during the second quarter of 2026 a net gain of $6.2 million from the sale of the M/T Wonder Mimosa.
|
1
Highlights of the Six Months Ended June 30, 2026:
| • |
Total vessel revenues: $8.0 million, as compared to $3.6 million for the six months ended June 30, 2025, or a 121.5% increase;
|
| • |
Net income: $6.1 million, as compared to $0.4 million for the six months ended June 30, 2025, or a 1,306% increase;
|
| • |
Earnings per common share, basic: $14.07 per share, as compared to $9.42 per share for the six months ended June 30, 2025;
|
| • |
Adjusted net income(1): $7.4 million, as compared to $0.4 million for the six months ended June 30, 2025;
|
| • |
EBITDA(1): $7.3 million, as compared to $1.0 million for the six months ended June 30, 2025;
|
| • |
Adjusted EBITDA(1): $8.6 million, as compared to $1.0 million for the six months ended June 30, 2025; and
|
| • |
During the six months ended June 30, 2026, we received gross proceeds of $17.1 million by issuing 0.4 million common shares through the ATM offering agreement entered into on November 13, 2025, with Maxim Group
LLC and Rodman & Renshaw LLC, pursuant to which we offered and sold common shares through the sales agents at our discretion.
|
(1) Adjusted net income, EBITDA and Adjusted EBITDA are not recognized measures under United States generally accepted accounting principles (“U.S. GAAP”). Please refer to Appendix B for the definitions and
reconciliation of these measures to Net income/(Loss), the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
Management Commentary:
Mr. Petros Panagiotidis, Chief Executive Officer of the Company, commented:
“During the second quarter of 2026 we completed the sale of the M/T Wonder Mimosa, our Handysize tanker, realizing a gain on sale of $6.2 million. We enter the second half of the year at a robust financial position
consisting of strengthened cash reserves and zero debt. Our fleet of two modern LPG carriers is fully employed on period charters into late 2026 and 2027, and we would continue to evaluate attractive opportunities to expand our fleet and strengthen
our position in the market.”
Earnings Commentary:
Second quarter ended June 30, 2026 and 2025 Results
Total vessel revenues increased to $2.6 million in the three months ended June 30, 2026, from $2.0 million in the same period in 2025. This increase of $0.6 million was mainly associated with the increase in the Available Days of our fleet to 211 days in the three months ended June 30, 2026, from 91 days in the same period in
2025 due to the acquisitions of LPG Dream Syrax and LPG Dream Terrax in September 2025, partially offset by the sale of M/T Wonder Mimosa on April 29, 2026. During the three months ended June 30, 2026, our fleet earned on average a Daily TCE Rate of
$11,381, compared to an average Daily TCE Rate of $20,054 earned during the same period in 2025. This decrease in Daily TCE Rates was mainly due to the acquisition of the two LPG carrier vessels which generally earn a lower Daily TCE Rate than the
tanker vessel due to their size and the trade they operate in. Daily TCE Rate is not a recognized metric under U.S. GAAP. Please refer to Appendix B for the definition and reconciliation of this measure to Total vessel revenues, the most directly
comparable financial measure calculated and presented in accordance with U.S. GAAP.
Voyage expenses for our fleet amounted to $0.2 million in each of the three months ended June 30, 2026 and the three months ended June 30, 2025, as the increase in Available Days in the
three months ended June 30, 2026, as compared to the same period in 2025, was offset by the lower voyage expenses incurred by our LPG carrier vessels compared to the tanker vessel.
2
The increase in vessel operating expenses by $0.6 million to $1.2 million in the three months ended June 30, 2026, from $0.6 million in the same period in 2025, mainly reflects the increase in the Ownership Days of our
fleet to 211 days in the three months ended June 30, 2026, from 91 days in the same period in 2025.
The increase in management fees to $0.2 million in the three months ended June 30, 2026, from $0.1 million in the same period in 2025, mainly reflects (i) the increase in the Ownership Days of our fleet in the three
months ended June 30, 2026, compared to the same period in 2025 and (ii) the increased management fees due to an inflation-based adjustment that was effected on July 1, 2025, following our entry into the master management agreement with Castor Ships
with effect from April 14, 2025.
Depreciation expenses amounted to $0.5 million for our fleet in the three months ended June 30, 2026 from $0.1 million in the same period in 2025, as a result of the increase in Ownership Days of our fleet in the three
months ended June 30, 2026, compared to the same period in 2025. Dry-dock amortization charges decreased to $0.1 million in the three months ended June 30, 2026, from $0.2 million in the same period of 2025. This decrease in dry-dock amortization
charges primarily resulted from the sale of M/T Wonder Mimosa which carried higher dry-dock amortization charges than the two LPG carrier vessels.
General and administrative expenses in the three months ended June 30, 2026, amounted to $0.8 million, compared to $0.4 million in the same period of 2025. This increase is mainly associated with legal and other
corporate fees primarily related to the growth of our company, including expenses related to proposed tanker segment spin-off (as described below, the related registration statement was subsequently withdrawn in July 2026).
Gain on sale of vessel in the three months ended June 30, 2026, amounted to $6.2 million, representing the gain recognized from the sale of the tanker vessel M/T Wonder Mimosa during the second quarter of 2026.
Interest and finance costs, net, amounted to $(0.18) million in the three months ended June 30, 2026, whereas, in the same period of 2025, interest and finance costs, net amounted to $(0.17) million. This variation is
mainly due to the increase in interest income for the three months ended June 30, 2026 on our available cash.
Recent Financial Developments Commentary:
Equity Update
During the six months ended June 30, 2026, we received gross proceeds of $17.1 million by issuing 0.4 million common shares through the ATM offering agreement entered into on November 13, 2025, with Maxim Group LLC and
Rodman & Renshaw LLC (“sales agents”), pursuant to which we may offer and sell common shares through the sales agents at our discretion. As of today, there were no further transactions.
On March 24, 2026, we commenced a tender offer to purchase up to 66,667 common shares (1,000,000 common shares pre reverse stock split as described below) at $3.00 per share (pre-reverse stock split as described
below), which expired on April 23, 2026. The offer was oversubscribed and the Company accepted 66,667 shares for an aggregate cost of $3.0 million excluding fees relating to the offer.
On July 9, 2026, we effected a 1-for-15 reverse stock split of our common shares without any change in the number of authorized common shares. All share and per share amounts have been retroactively adjusted to reflect
the reverse stock split. As a result of the reverse stock split, the number of issued and outstanding shares as of July 9, 2026, was decreased to 0.6 million shares, respectively, while the par value of the Company’s common shares remained unchanged
at $0.001 per share.
3
On July 15, 2026, we paid to Toro a dividend amounting to $0.1 million on our 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares (the “Series A Preferred Shares”) for the period from April 15,
2026, to July 14, 2026.
On July 27, 2026, we issued and sold 750,000 common shares at an offering price of $4.00 per share in an underwritten public offering. The gross proceeds from the offering were $3.0 million, before deducting
underwriting discounts, commissions, and other offering expenses. In addition, we have granted the underwriter a 45-day option to purchase up to 54,380 additional shares of common stock at the public offering price less the underwriting discounts and
commissions. The option expired on September 10, 2026, and no additional shares have been issued pursuant to this option.
As of September 23, 2026, we had 1,332,297 common shares issued and outstanding.
Recent Business Developments Commentary:
Vessel disposal
On April 22, 2026, we entered into an agreement with an unaffiliated third party for the sale of the M/T Wonder Mimosa, a 2006-built Handysize product tanker, for a price of $12.8 million. The vessel was delivered to
its new owners on April 29, 2026, and we recorded during the second quarter of 2026 a net gain of $6.2 million from the sale of the M/T Wonder Mimosa.
Withdrawal of Form 20-F relating to proposed spin-off of Company’s tanker segment
In light of the sale of the Company’s tanker vessel, M/T Wonder Mimosa, completed on April 29, 2026, the proposed spin-off of the Company’s tanker segment announced in March 2026 did not proceed and the related
registration statement filed with the SEC was withdrawn in July 2026.
Investment in secured convertible loan notes
In September 2026, we, through a wholly owned subsidiary, invested $5.5 million (€4.7 million) in senior secured convertible loan notes issued by IntegrEn Limited (the “Notes”), an Irish-domiciled developer of digital infrastructure and
associated energy generation assets in the United States and the United Kingdom. The Notes bear no coupon, mature on December 31, 2026, and are redeemable at a premium to their principal amount; part of our entitlement may instead be converted into
equity of a subsidiary of the issuer. The Notes are secured over contractual rights of the issuer group, including any refund of amounts prepaid under a supply contract, and benefit from a guarantee, provided by a third party and two group
companies of the issuer, of certain deductions that may be applied against any such refund.
Liquidity/ Financing/Cash Flow Update
Our consolidated cash position increased by $30.1 million, from $5.6 million as of December 31, 2025, to $35.7 million as of June 30, 2026. During the six months ended June 30, 2026, our cash position increased mainly
as a result of (i) $4.8 million of net cash flows provided by operating activities, (ii) $12.2 million of net cash flows provided by investing activities, which relates to the net proceeds from the sale of M/T Wonder Mimosa and (iii) $13.1 million of
net cash flows provided by financing activities, which mainly relates to the aggregate gross proceeds less paid issuance expenses from the ATM offering agreement amounting to $16.4 million, partially offset by the payment for the repurchase of shares
pursuant to the self-tender offer amounting to $3.0 million, excluding fees relating to the offer.
Fleet Employment Status (as of September 23, 2026):
During the three months ended June 30, 2026, we operated on average 2.3 vessels earning a Daily TCE Rate(1) of $11,381 as compared to an average of 1.0 vessels earning a Daily TCE Rate(1) of
$20,054 during the same period in 2025. Our employment profile as of September 23, 2026, is presented immediately below.
(1) Daily TCE Rate is not a recognized metric under U.S. GAAP. Please refer to Appendix B for the definition and reconciliation of this measure to Total vessel revenues, the most directly
comparable financial measure calculated and presented in accordance with U.S. GAAP.
4
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LPG Carriers
|
||||||||
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Name
|
Type
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DWT
|
Year
Built
|
Country of
Construction
|
Type of
Employment
|
Gross Charter
Rate
|
Estimated Redelivery
Date
|
|
|
Earliest
|
Latest
|
|||||||
|
Dream Syrax
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LPG carrier 5,000 cbm
|
5,158
|
2015
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Japan
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Time Charter period
|
$360,000 per month
|
Feb-27
|
Mar-27
|
|
Dream Terrax
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LPG carrier 5,000 cbm
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4,743
|
2020
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Japan
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Time Charter period
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$353,000 per month
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Dec-26
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Jan-27
|
Financial Results Overview:
Set forth below are selected financial and operational data of the three months and six months ended June 30, 2026 and 2025, respectively:
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
|
(Expressed in U.S. dollars)
|
June 30,
2026
(unaudited)
|
June 30,
2025
(unaudited)
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June 30,
2026
(unaudited)
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June 30,
2025
(unaudited)
|
||||||||||||
|
Total vessel revenues
|
$
|
2,599,440
|
$
|
2,011,664
|
$
|
7,973,158
|
$
|
3,598,828
|
||||||||
|
Operating income
|
$
|
5,817,634
|
$
|
348,228
|
$
|
7,144,305
|
$
|
270,732
|
||||||||
|
Net income and comprehensive income
|
$
|
5,574,735
|
$
|
515,860
|
$
|
6,099,699
|
$
|
433,783
|
||||||||
|
Adjusted net income(1)
|
$
|
6,001,251
|
$
|
515,860
|
$
|
7,374,885
|
$
|
433,783
|
||||||||
|
EBITDA(1)
|
$
|
5,972,434
|
$
|
715,144
|
$
|
7,308,954
|
$
|
999,495
|
||||||||
|
Adjusted EBITDA(1)
|
$
|
6,398,950
|
$
|
715,144
|
$
|
8,584,140
|
$
|
999,495
|
||||||||
|
Earnings per common share, basic
|
$
|
11.01
|
$
|
10.88
|
$
|
14.07
|
$
|
9.42
|
||||||||
|
Earnings per common share, diluted
|
$
|
1.89
|
$
|
2.35
|
$
|
3.25
|
$
|
2.00
|
||||||||
(1)Adjusted net income, EBITDA and Adjusted EBITDA are not recognized measures under U.S. GAAP. Please refer to Appendix B of this release for the definition and reconciliation of these
measures to Net income, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
Consolidated Fleet Selected Financial and Operational Data:
Set forth below are selected financial and operational data of our fleet for each of the three and six months ended June 30, 2026 and 2025,
respectively, that we believe are useful in analyzing trends in our results of operations.
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
(Expressed in U.S. dollars except for operational data)
|
2026
|
2025
|
2026
|
2025
|
||||||||||||
|
Ownership Days(1)(7)
|
211
|
91
|
481
|
181
|
||||||||||||
|
Available Days(2)(7)
|
211
|
91
|
481
|
181
|
||||||||||||
|
Operating Days(3)(7)
|
191
|
91
|
461
|
181
|
||||||||||||
|
Daily TCE Rate(4)
|
$
|
11,381
|
$
|
20,054
|
$
|
15,023
|
$
|
17,617
|
||||||||
|
Fleet Utilization(5)(7)
|
91
|
%
|
100
|
%
|
96
|
%
|
100
|
%
|
||||||||
|
Daily vessel operating expenses(6)
|
$
|
5,702
|
$
|
6,577
|
$
|
5,680
|
$
|
6,840
|
||||||||
| (1) |
Ownership Days are the total number of calendar days in a period during which we owned a vessel.
|
| (2) |
Available Days are the Ownership Days in a period less the aggregate number of days our vessels are off-hire due to scheduled repairs, dry-dockings or special or intermediate surveys.
|
| (3) |
Operating Days are the Available Days in a period after subtracting unscheduled off-hire and idle days.
|
| (4) |
Daily TCE Rate is not a recognized metric under U.S. GAAP. Please refer to Appendix B for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial
measure calculated and presented in accordance with U.S. GAAP.
|
| (5) |
Fleet Utilization is calculated by dividing the Operating Days during a period by the number of Available Days during that period.
|
| (6) |
Daily vessel operating expenses are calculated by dividing vessel operating expenses for the relevant period by the Ownership Days for such period.
|
| (7) |
Our definitions of Ownership Days, Available Days, Operating Days, Fleet Utilization may not be comparable to those reported by other companies.
|
5
APPENDIX A
ROBIN ENERGY LTD.
Unaudited Condensed Consolidated Statements of Comprehensive Income
(Expressed in U.S. Dollars—except for number of share data)
|
(In U.S. dollars except for number of share data)
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
REVENUES
|
||||||||||||||||
|
Pool revenues
|
460,440
|
2,011,664
|
3,725,158
|
3,598,828
|
||||||||||||
|
Time charter revenues
|
2,139,000
|
—
|
4,248,000
|
—
|
||||||||||||
|
Total vessel revenues
|
$
|
2,599,440
|
$
|
2,011,664
|
$
|
7,973,158
|
$
|
3,598,828
|
||||||||
|
EXPENSES
|
||||||||||||||||
|
Voyage expenses (including commissions to related party)
|
(198,121
|
)
|
(186,786
|
)
|
(747,043
|
)
|
(410,169
|
)
|
||||||||
|
Vessel operating expenses
|
(1,203,197
|
)
|
(598,494
|
)
|
(2,732,190
|
)
|
(1,238,068
|
)
|
||||||||
|
General and administrative expenses (including related party fees)
|
(763,969
|
)
|
(413,887
|
)
|
(1,574,630
|
)
|
(756,423
|
)
|
||||||||
|
Management fees - related parties
|
(246,100
|
)
|
(97,461
|
)
|
(544,600
|
)
|
(193,851
|
)
|
||||||||
|
Depreciation and amortization
|
(577,162
|
)
|
(366,808
|
)
|
(1,437,133
|
)
|
(729,585
|
)
|
||||||||
|
Gain on sale of vessel
|
6,206,743
|
—
|
6,206,743
|
—
|
||||||||||||
|
Operating income
|
$
|
5,817,634
|
$
|
348,228
|
$
|
7,144,305
|
$
|
270,732
|
||||||||
|
Finance costs, net (1)
|
179,463
|
167,524
|
227,878
|
163,873
|
||||||||||||
|
Other expenses, net(2)
|
(422,362
|
)
|
108
|
(1,272,484
|
)
|
(822
|
)
|
|||||||||
|
Net income and comprehensive income, net of taxes
|
$
|
5,574,735
|
$
|
515,860
|
$
|
6,099,699
|
$
|
433,783
|
||||||||
|
Dividend on Series A Preferred Shares
|
(125,000
|
)
|
(106,944
|
)
|
(250,000
|
)
|
(106,944
|
)
|
||||||||
|
Net income attributable to common shareholders
|
$
|
5,449,735
|
$
|
408,916
|
$
|
5,849,699
|
$
|
326,839
|
||||||||
|
Earnings per common share, basic
|
$
|
11.01
|
$
|
10.88
|
$
|
14.07
|
$
|
9.42
|
||||||||
|
Earnings per common share, diluted
|
$
|
1.89
|
$
|
2.35
|
$
|
3.25
|
$
|
2.00
|
||||||||
|
Weighted average number of common shares outstanding, basic:
|
495,075
|
37,567
|
415,863
|
34,710
|
||||||||||||
|
Weighted average number of common shares outstanding, diluted:
|
2,953,943
|
219,398
|
1,875,095
|
216,541
|
||||||||||||
| (1) |
Includes finance costs and interest income, if any.
|
| (2) |
Includes aggregated amounts for foreign exchange gains/(losses) and change in fair value of crypto assets-Bitcoin, as applicable in each period.
|
6
ROBIN ENERGY LTD.
Unaudited Condensed Consolidated Balance Sheets
(Expressed in U.S. Dollars—except for number of share data)
|
|
June 30,
2026
|
December 31,
2025
|
||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
35,739,253
|
$
|
5,649,692
|
||||
|
Due from related parties
|
4,619,805
|
6,034,859
|
||||||
|
Investment in crypto assets-Bitcoin
|
2,576,214
|
3,851,400
|
||||||
|
Other current assets
|
1,839,288
|
1,166,860
|
||||||
|
Total current assets
|
44,774,560
|
16,702,811
|
||||||
|
NON-CURRENT ASSETS:
|
||||||||
|
Vessels, net
|
31,999,671
|
39,207,988
|
||||||
|
Due from related parties
|
592,620
|
981,162
|
||||||
|
Other non-current assets
|
1,346,643
|
2,057,152
|
||||||
|
Total non-current assets
|
33,938,934
|
42,246,302
|
||||||
|
Total assets
|
78,713,494
|
58,949,113
|
||||||
|
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Due to related party
|
106,944
|
106,944
|
||||||
|
Other current liabilities
|
3,289,238
|
2,495,422
|
||||||
|
Total current liabilities
|
3,396,182
|
2,602,366
|
||||||
|
NON-CURRENT LIABILITIES:
|
||||||||
|
Total non-current liabilities
|
—
|
—
|
||||||
|
Total liabilities
|
3,396,182
|
2,602,366
|
||||||
|
MEZZANINE EQUITY:
|
||||||||
|
1.00% Series A fixed rate cumulative perpetual convertible preferred shares: 2,000,000 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively, aggregate liquidation preference of
$50,000,000 as of June 30, 2026, and December 31, 2025, respectively
|
25,877,180
|
25,877,180
|
||||||
|
Total mezzanine equity
|
25,877,180
|
25,877,180
|
||||||
|
SHAREHOLDERS’ EQUITY:
|
||||||||
|
Common shares, $0.001 par value: 3,900,000,000 shares authorized; 582,524 and 187,049 issued; 582,524 and 184,991 shares (net of 2,058 treasury shares) shares outstanding as of June 30, 2026, and December 31, 2025, respectively.
|
582
|
187
|
||||||
|
Preferred shares, $0.001 par value: 100,000,000 shares authorized; Series B preferred shares: 40,000 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively.
|
40
|
40
|
||||||
|
Additional paid-in capital
|
44,566,504
|
31,576,581
|
||||||
|
Treasury shares; 0 and 2,058 shares as of June 30, 2026 and December 31, 2025, respectively
|
—
|
(130,548
|
)
|
|||||
|
Retained earnings/(accumulated deficit)
|
4,873,006
|
(976,693
|
)
|
|||||
|
Total shareholders’ equity
|
49,440,132
|
30,469,567
|
||||||
|
Total liabilities, mezzanine equity and shareholders’ equity
|
$
|
78,713,494
|
$
|
58,949,113
|
||||
7
ROBIN ENERGY LTD.
Unaudited Condensed Consolidated Statements of Cash Flows
|
(Expressed in U.S. Dollars)
|
Six Months Ended June 30,
|
|||||||
|
2026
|
2025
|
|||||||
|
Cash Flows (used in)/provided by Operating Activities:
|
||||||||
|
Net income
|
$
|
6,099,699
|
$
|
433,783
|
||||
|
Adjustments to reconcile net income to net cash provided by Operating activities:
|
||||||||
|
Depreciation and amortization
|
1,437,133
|
729,585
|
||||||
|
Change in fair value of crypto assets-Bitcoin
|
1,275,186
|
—
|
||||||
|
Gain on sale of vessel
|
(6,206,743
|
)
|
—
|
|||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts receivable trade
|
(760,662
|
)
|
(303,922
|
)
|
||||
|
Inventories
|
59,656
|
(20,346
|
)
|
|||||
|
Due from/to related parties
|
1,903,596
|
12,201,784
|
||||||
|
Prepaid expenses and other assets
|
386,347
|
(124,791
|
)
|
|||||
|
Accounts payable
|
365,416
|
(259,998
|
)
|
|||||
|
Accrued liabilities
|
237,897
|
410,425
|
||||||
|
Deferred revenue
|
15,000
|
—
|
||||||
|
Dry-dock costs paid
|
(16,259
|
)
|
—
|
|||||
|
Net Cash provided by Operating Activities
|
4,796,266
|
13,066,520
|
||||||
|
Cash flow (used in)/provided by Investing Activities:
|
||||||||
|
Capitalized vessel improvements
|
(118,638
|
)
|
—
|
|||||
|
Net proceeds from sale of vessel
|
12,328,880
|
—
|
||||||
|
Net cash provided by Investing Activities
|
12,210,242
|
—
|
||||||
|
Cash flows (used in)/provided by Financing Activities:
|
||||||||
|
Net increase in former parent company Investment
|
—
|
329,618
|
||||||
|
Gross proceeds from issuance of common shares pursuant to registered direct offerings
|
—
|
17,157,000
|
||||||
|
Common share issuance expenses pursuant to registered direct offerings
|
—
|
(1,501,182
|
)
|
|||||
|
Payment of Dividend on Series A Preferred Shares
|
(250,000
|
)
|
(1,389
|
)
|
||||
|
Gross proceeds from issuance of common shares pursuant to ATM
|
17,050,366
|
—
|
||||||
|
Common share issuance expenses pursuant to ATM
|
(681,938
|
)
|
—
|
|||||
|
Capital contribution from former parent company due to spin-off
|
—
|
10,356,450
|
||||||
|
Payment for repurchase of common shares pursuant to self-
tender offer
|
(3,035,375
|
)
|
||||||
|
Net cash provided by Financing Activities
|
13,083,053
|
26,340,497
|
||||||
|
Net increase in cash and cash equivalents
|
30,089,561
|
39,407,017
|
||||||
|
Cash and cash equivalents at the beginning of the period
|
5,649,692
|
369
|
||||||
|
Cash and cash equivalents at the end of the period
|
$
|
35,739,253
|
$
|
39,407,386
|
||||
8
APPENDIX B
Non-GAAP Financial Information
Daily Time Charter Equivalent (“TCE”) Rate. The Daily Time Charter Equivalent Rate (“Daily TCE Rate”), is a metric of the average daily net revenue performance of our vessels.
The Daily TCE Rate is not a metric of financial performance under U.S. GAAP (i.e., it is a non-GAAP metric) and should not be considered as an alternative to any metric of financial performance presented in accordance with U.S. GAAP. We calculate
Daily TCE Rate by dividing total revenues (time charter and/or voyage charter revenues, and/or pool revenues, net of charterers’ commissions), less voyage expenses, by the number of Available Days during that period. Under a time charter, the
charterer pays substantially all the vessel voyage related expenses. However, we may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time or other charter, during periods of commercial waiting
time or while off-hire during dry-docking or due to other unforeseen circumstances. Under voyage charters, the majority of voyage expenses are generally borne by us whereas for vessels in a pool, such expenses are borne by the pool operator. The
Daily TCE Rate is a standard shipping industry performance metric used primarily to compare period-to-period changes in a company’s performance and, management believes that the Daily TCE Rate provides meaningful information to our investors because
it compares daily net earnings generated by our vessels irrespective of the mix of charter types (e.g., time charter, voyage charter, pools) under which our vessels are employed between the periods while it further assists our management in making
decisions regarding the deployment and use of our vessels and in evaluating our financial performance. Our calculation of the Daily TCE Rates may be different from and may not be comparable to that reported by other companies.
The following table reconciles the calculation of the Daily TCE Rate for our fleet to Total vessel revenues, the most directly comparable U.S. GAAP financial measure, for the periods presented:
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
(In U.S. dollars, except for Available Days)
|
2026
|
2025
|
2026
|
2025
|
||||||||||||
|
Total vessel revenues
|
$
|
2,599,440
|
$
|
2,011,664
|
$
|
7,973,158
|
$
|
3,598,828
|
||||||||
|
Voyage expenses (including commissions to related party)
|
(198,121
|
)
|
(186,786
|
)
|
(747,043
|
)
|
(410,169
|
)
|
||||||||
|
TCE revenues
|
$
|
2,401,319
|
$
|
1,824,878
|
$
|
7,226,115
|
$
|
3,188,659
|
||||||||
|
Available Days
|
211
|
91
|
481
|
181
|
||||||||||||
|
Daily TCE Rate
|
$
|
11,381
|
$
|
20,054
|
$
|
15,023
|
$
|
17,617
|
||||||||
EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA are not measures of financial performance under U.S. GAAP, do not represent and should not be considered as an alternative
to net income, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. We define EBITDA as earnings before interest and finance costs (if any), net of interest
income, taxes (when incurred), depreciation and amortization of deferred dry-docking costs. Adjusted EBITDA represents EBITDA adjusted to exclude any change at fair Value of crypto assets-Bitcoin, which the Company believes is not indicative of the
ongoing performance of its core operations. EBITDA and Adjusted EBITDA are used as supplemental financial measure by management and external users of financial statements to assess our operating performance. We believe that EBITDA and Adjusted EBITDA
assist our management by providing useful information that increases the comparability of our operating performance from period to period and against the operating performance of other companies in our industry that provide EBITDA information. This
increased comparability is achieved by excluding the potentially disparate effects between periods or companies, of interest, other financial items, depreciation and amortization and taxes, which items are affected by various and possibly changing
financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. We believe that including EBITDA and Adjusted EBITDA as measures of operating performance benefits investors in (a)
selecting between investing in us and other investment alternatives and (b) monitoring our ongoing financial and operational strength. EBITDA and Adjusted EBITDA as presented below may be different from and may not be comparable to similarly titled
measures of other companies. The following table reconciles EBITDA and Adjusted EBITDA to Net income, the most directly comparable U.S. GAAP financial measure, for the periods presented:
9
Reconciliation of EBITDA to Net Income
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
(In U.S. dollars)
|
2026
|
2025
|
2026
|
2025
|
||||||||||||
|
Net income, net of taxes
|
$
|
5,574,735
|
$
|
515,860
|
$
|
6,099,699
|
$
|
433,783
|
||||||||
|
Depreciation and amortization
|
577,162
|
366,808
|
1,437,133
|
729,585
|
||||||||||||
|
Finance costs, net(1)
|
(179,463
|
)
|
(167,524
|
)
|
(227,878
|
)
|
(163,873
|
)
|
||||||||
|
EBITDA
|
$
|
5,972,434
|
$
|
715,144
|
$
|
7,308,954
|
$
|
999,495
|
||||||||
|
Change in fair value of crypto assets-Bitcoin
|
$
|
426,516
|
$
|
—
|
$
|
1,275,186
|
$
|
—
|
||||||||
|
Adjusted EBITDA
|
$
|
6,398,950
|
$
|
715,144
|
$
|
8,584,140
|
$
|
999,495
|
||||||||
| (1) |
Includes finance costs and interest income, if any.
|
Adjusted Net Income. To derive Adjusted Net income from Net income, we exclude certain non-cash items, as provided in the table below. We believe that Adjusted Net Income assists
our management and investors by increasing the comparability of our performance from period to period since each such measure eliminates the effects of such non-cash item as change in fair value of crypto assets-Bitcoin which may vary from year to
year, for reasons unrelated to overall operating performance. Our method of computing Adjusted Net Income may not necessarily be comparable to other similarly titled captions of other companies due to differences in methods of calculation. The
following table reconciles Adjusted Net Income to Net income, the most directly comparable U.S. GAAP financial measure, for the periods presented:
Adjusted Net Income Reconciliation
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
(In U.S. dollars)
|
2026
|
2025
|
2026
|
2025
|
||||||||||||
|
Net income, net of taxes
|
$
|
5,574,735
|
$
|
515,860
|
$
|
6,099,699
|
$
|
433,783
|
||||||||
|
Change in fair value of crypto assets-Bitcoin
|
426,516
|
—
|
1,275,186
|
—
|
||||||||||||
|
Adjusted net income
|
$
|
6,001,251
|
$
|
515,860
|
$
|
7,374,885
|
$
|
433,783
|
||||||||
10
Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking
statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements concerning
plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. We are including this cautionary statement in connection with this safe harbor
legislation. The words “believe”, “anticipate”, “intend”, “estimate”, “forecast”, “project”, “plan”, “potential”, “will”, “may”, “should”, “expect”, “pending” and similar expressions identify forward-looking statements.
The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management’s examination of current
or historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these forward-looking statements, including these expectations, beliefs or projections.
In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward‐looking statements include generally: our planned fleet growth and our potential to
acquire tanker and LPG carrier vessels and alternatives for our tanker and LPG carrier segment; the effects of our spin-off from Toro, our business strategy, expected capital spending and other plans and objectives for future operations, including
our ability to expand our business as a new entrant to the tanker and liquefied petroleum gas shipping industry, market conditions and trends, including volatility and cyclicality in charter rates (particularly for vessels employed in the spot voyage
market or pools), factors affecting supply and demand for vessels, such as fluctuations in demand for and the price of the products we transport, fluctuating vessel values, changes in worldwide fleet capacity, opportunities for the profitable
operations of vessels in the segment of the shipping industry in which we operate and global economic and financial conditions, including interest rates, inflation and the growth rates of world economies, our ability to realize the expected benefits
of vessel acquisitions or sales and the effects of any change in our fleet’s size or composition, increased transactions costs and other adverse effects (such as lost profit) due to any failure to consummate any sale of our vessels, our future
financial condition, operating results, future revenues and expenses, future liquidity and the adequacy of cash flows from our operations, our relationships with our current and future service providers and customers, including the ongoing
performance of their obligations, dependence on their expertise, compliance with applicable laws, and any impacts on our reputation due to our association with them, the availability of debt or equity financing on acceptable terms and our ability to
comply with the covenants contained in agreements relating thereto, in particular due to economic, financial or operational reasons, our continued ability to enter into time charters, voyage charters or pool arrangements with existing and new
customers and pool operators and to re-charter our vessels upon the expiry of the existing charters or pool agreements, any failure by our contractual counterparties to meet their obligations, changes in our operating and capitalized expenses,
including bunker prices, dry-docking, insurance costs, costs associated with regulatory compliance and costs associated with climate change, our ability to fund future capital expenditures and investments in the acquisition and refurbishment of our
vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue), instances of off-hire, fluctuations in interest rates and currencies,
including the value of the U.S. dollar relative to other currencies, any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity breach, existing or future
disputes, proceedings or litigation, future sales of our securities in the public market, our ability to maintain compliance with applicable listing standards or the delisting of our common shares, volatility in our share price, potential conflicts
of interest involving members of our board of directors, senior management and certain of our service providers that are related parties, general domestic and international political conditions, such as political instability, events or conflicts
(including armed conflicts, such as the war in Ukraine and the conflict in the Middle East, including the war in the Middle East between the U.S. and Israel and Iran and effective closure of the Strait of Hormuz, as well as any further broadening of
the conflict), acts of piracy or maritime aggression, such as recent maritime incidents involving vessels in and around the Red Sea, sanctions, “trade wars” (including the imposition of tariffs) and potential governmental requisitioning of our
vessels during a period of war or emergency, global public health threats and major outbreaks of disease, any material cybersecurity incident, changes in seaborne and other transportation, including due to the maritime incidents in and around the Red
Sea, fluctuating demand for tanker and LPG carriers and/or disruption of shipping routes due to accidents, political events, international sanctions, international hostilities and instability, piracy, smuggling or acts of terrorism, changes in
governmental rules and regulations or actions taken by regulatory authorities, including changes to environmental regulations applicable to the shipping industry and to vessel rules and regulations, as well as changes in inspection procedures and
import and export controls, inadequacies in our insurance coverage, developments in tax laws, treaties or regulations or their interpretation in any country in which we operate and changes in our tax treatment or classification, the impact of climate
change, adverse weather and natural disasters, accidents or the occurrence of other unexpected events, including in relation to the operational risks associated with transporting LPG, crude oil and/or refined petroleum products and any other factors
described in our filings with the SEC.
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The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward‐looking statements as a result of developments occurring after the date of this
communication, except to the extent required by applicable law. New factors emerge from time to time, and it is not possible for us to predict all or any of these factors. Further, we cannot assess the impact of each such factor on our business or
the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. Please see our filings with the Securities and Exchange Commission for a more
complete discussion of these foregoing and other risks and uncertainties. These factors and the other risk factors described in this press release are not necessarily all of the important factors that could cause actual results or developments to
differ materially from those expressed in any of our forward-looking statements. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.
CONTACT DETAILS
For further information please contact:
Investor Relations
Robin Energy Ltd.
Email: ir@robinenergy.com
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