Form 20-F ☒
|
Form 40-F ☐
|
CASTOR MARITIME INC.
|
||
Dated: May 23, 2023
|
||
By:
|
/s/ Petros Panagiotidis
|
|
Petros Panagiotidis
|
||
Chairman, Chief Executive Officer and Chief Financial Officer
|
Dry Bulk Carriers (1)
|
|||||||||||||||
Vessel Name
|
Vessel Type
|
DWT
|
Year
Built
|
Country of
Construction
|
Purchase Price
(in million)
|
Delivery
Date
|
|||||||||
Magic P
|
Panamax
|
76,453
|
2004
|
Japan
|
$
|
7.35
|
02/21/2017
|
||||||||
Magic Sun
|
Panamax
|
75,311
|
2001
|
Korea
|
$
|
6.71
|
09/05/2019
|
||||||||
Magic Moon(2)
|
Panamax
|
76,602
|
2005
|
Japan
|
$
|
10.20
|
10/20/2019
|
||||||||
Magic Horizon
|
Panamax
|
76,619
|
2010
|
Japan
|
$
|
12.75
|
10/09/2020
|
||||||||
Magic Nova
|
Panamax
|
78,833
|
2010
|
Japan
|
$
|
13.86
|
10/15/2020
|
||||||||
Magic Orion
|
Capesize
|
180,200
|
2006
|
Japan
|
$
|
17.50
|
03/17/2021
|
||||||||
Magic Venus
|
Kamsarmax
|
83,416
|
2010
|
Japan
|
$
|
15.85
|
03/02/2021
|
||||||||
Magic Argo
|
Kamsarmax
|
82,338
|
2009
|
Japan
|
$
|
14.50
|
03/18/2021
|
||||||||
Magic Twilight
|
Kamsarmax
|
80,283
|
2010
|
Korea
|
$
|
14.80
|
04/09/2021
|
||||||||
Magic Nebula
|
Kamsarmax
|
80,281
|
2010
|
Korea
|
$
|
15.45
|
05/20/2021
|
||||||||
Magic Thunder
|
Kamsarmax
|
83,375
|
2011
|
Japan
|
$
|
16.85
|
04/13/2021
|
||||||||
Magic Eclipse
|
Panamax
|
74,940
|
2011
|
Japan
|
$
|
18.48
|
06/07/2021
|
||||||||
Magic Starlight
|
Kamsarmax
|
81,048
|
2015
|
China
|
$
|
23.50
|
05/23/2021
|
||||||||
Magic Vela
|
Panamax
|
75,003
|
2011
|
China
|
$
|
14.50
|
05/12/2021
|
||||||||
Magic Perseus
|
Kamsarmax
|
82,158
|
2013
|
Japan
|
$
|
21.00
|
08/09/2021
|
||||||||
Magic Pluto
|
Panamax
|
74,940
|
2013
|
Japan
|
$
|
19.06
|
08/06/2021
|
||||||||
Magic Mars
|
Panamax
|
76,822
|
2014
|
Korea
|
$
|
20.40
|
09/20/2021
|
||||||||
Magic Phoenix
|
Panamax
|
76,636
|
2008
|
Japan
|
$
|
18.75
|
10/26/2021
|
||||||||
Magic Callisto(3)
|
Panamax
|
74,930
|
2012
|
Japan
|
$
|
23.55
|
01/04/2022
|
||||||||
Containerships(4)
|
|||||||||||||||
Ariana A
|
2,700 TEU capacity Containership
|
38,117
|
2005
|
Germany
|
$
|
25.00
|
11/23/22
|
||||||||
Gabriela A
|
2,700 TEU capacity Containership
|
38,121
|
2005
|
Germany
|
$
|
25.75
|
11/30/22
|
(1)
|
On March 13, 2023, the Company entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Rainbow for a gross sale price of $12.6
million. The vessel was delivered to its new owners on April 18, 2023. For further information, please refer to Note 7(b) to our unaudited interim condensed consolidated financial statements, included elsewhere herein.
|
(2)
|
On March 23, 2023, the Company entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Moon for a gross sale price of $13.95
million. The vessel is expected to be delivered to its new owner during the third quarter of 2023. For further information, please refer to Note 7(b) to our unaudited interim condensed consolidated financial statements, included elsewhere
herein.
|
(3)
|
On January 4, 2022, our wholly owned subsidiary, Mickey Shipping Co., pursuant to a purchase agreement entered into on December 17, 2021, took delivery of the
M/V Magic Callisto, a Japanese-built Panamax dry bulk carrier acquired from a third-party in which a family member of Petros Panagiotidis had
a minority interest. The transaction was approved by a special committee of disinterested and independent directors of the Company.
|
(4)
|
On October 26, 2022, our wholly owned subsidiaries, Tom Shipping Co. and Jerry Shipping Co., entered into two separate agreements to each acquire a 2005 German-built 2,700 TEU containership vessel each,
from two separate entities beneficially owned by family members of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer. The terms of these transactions were negotiated and approved by a special committee of
disinterested and independent directors of the Company.
|
-
|
The levels of demand and supply of seaborne cargoes and vessel tonnage in the shipping industries in which we operate;
|
-
|
The cyclical nature of the shipping industry in general and its impact on charter rates and vessel values;
|
-
|
The successful implementation of the Company’s growth business strategy, including our ability to obtain equity and debt financing at acceptable and attractive terms to fund future capital expenditures
and/or to implement our business strategy;
|
-
|
The global economic growth outlook and trends;
|
-
|
Economic, regulatory, political and governmental conditions that affect shipping and the dry bulk and container industries, including international conflict or war (or threatened war), such as between
Russia and Ukraine;
|
-
|
The employment and operation of our Fleet including the utilization rates of our vessels;
|
-
|
Our ability to successfully employ our vessels at economically attractive rates and our strategic decisions regarding the employment mix of our Fleet as our charters expire or are otherwise terminated;
|
-
|
Management of the financial, general and administrative elements involved in the conduct of our business and ownership of our Fleet, including the effective and efficient technical management of our Fleet
by our head and sub-managers, and their suppliers;
|
-
|
The number of customers who use our services and the performance of their obligations under their agreements, including their ability to make timely payments to us;
|
-
|
Our ability to maintain solid working relationships with our existing customers and our ability to increase the number of our charterers through the development of new working relationships;
|
-
|
The reputation and safety record of our manager and/or sub-managers for the management of our vessels;
|
-
|
Dry-docking and special survey costs and duration, both expected and unexpected;
|
-
|
The level of any distribution on all classes of our shares;
|
-
|
Our borrowing levels and the finance costs related to our outstanding debt as well as our compliance with our debt covenants;
|
-
|
Management of our financial resources, including banking relationships and of the relationships with our various stakeholders;
|
-
|
Major outbreaks of diseases (such as COVID-19) and governmental responses thereto.
|
Consolidated Results of Operations
Three months ended March 31, 2023, as compared to the three months ended March 31, 2022
|
||||||||||||
(In U.S. Dollars, except for number of share data)
|
Three Months
Ended March 31,
2022
|
Three Months
Ended March 31,
2023
|
Change-
amount
|
|||||||||
Total vessel revenues
|
$
|
37,810,865
|
$
|
24,468,970
|
$
|
13,341,895
|
||||||
Expenses:
|
||||||||||||
Voyage expenses (including commissions to related party)
|
(989,454
|
)
|
(1,277,085
|
)
|
287,631
|
|||||||
Vessel operating expenses
|
(10,127,405
|
)
|
(11,267,683
|
)
|
1,140,278
|
|||||||
Management fees to related parties
|
(1,530,000
|
)
|
(1,831,500
|
)
|
301,500
|
|||||||
Depreciation and amortization
|
(4,272,809
|
)
|
(5,812,463
|
)
|
1,539,654
|
|||||||
General and administrative expenses (including costs from related party)
|
(921,707
|
)
|
(1,134,664
|
)
|
212,957
|
|||||||
Operating income
|
$
|
19,969,490
|
$
|
3,145,575
|
$
|
16,823,915
|
||||||
Interest and finance costs, net (including interest costs from related party)
|
(1,424,409
|
)
|
(2,289,115
|
)
|
864,706
|
|||||||
Other expenses(1)
|
(1,288
|
)
|
(7,343,592
|
)
|
7,342,304
|
|||||||
Income taxes
|
(87,081
|
)
|
(22,906
|
)
|
64,175
|
|||||||
Net income/(loss) and comprehensive income/(loss) from continuing operations, net of taxes
|
$
|
18,456,712
|
$
|
(6,510,038
|
)
|
$
|
24,966,750
|
|||||
Net income and comprehensive income from discontinued operations, net of taxes
|
$
|
1,519,576
|
$
|
17,339,332
|
$
|
15,819,756
|
||||||
Net income and comprehensive income
|
$
|
19,976,288
|
$
|
10,829,294
|
$
|
9,146,994
|
||||||
Earnings/(Loss) per common share, basic and diluted, continuing operations
|
$
|
0.20
|
$
|
(0.07
|
)
|
|||||||
Earnings per common share, basic and diluted, discontinued operations
|
$
|
0.02
|
$
|
0.18
|
||||||||
Earnings per common share, basic and diluted, total
|
$
|
0.21
|
$
|
0.11
|
||||||||
Weighted average number of common shares, basic and diluted
|
94,610,088
|
94,610,088
|
(1) |
Includes aggregated amounts for foreign exchange losses, unrealized losses from equity securities and other income, as applicable in each period.
|
Three Months
Ended
March 31,
|
January 1
through March 7,
|
|||||||
2022
|
2023
|
|||||||
REVENUES:
|
||||||||
Time charter revenues
|
2,986,345
|
914,000
|
||||||
Voyage charter revenues
|
10,734,868
|
7,930
|
||||||
Pool revenues
|
3,109,235
|
22,447,344
|
||||||
Total vessel revenues
|
16,830,448
|
23,369,274
|
||||||
EXPENSES:
|
||||||||
Voyage expenses (including commissions to related party)
|
(7,241,316
|
)
|
(374,396
|
)
|
||||
Vessel operating expenses
|
(5,236,713
|
)
|
(3,769,132
|
)
|
||||
Management fees to related parties
|
(688,500
|
)
|
(507,000
|
)
|
||||
Depreciation and amortization
|
(1,808,997
|
)
|
(1,493,759
|
)
|
||||
Recovery of provision for doubtful accounts
|
—
|
266,732
|
||||||
Total expenses
|
(14,975,526
|
)
|
(5,877,555
|
)
|
||||
Operating income
|
1,854,922
|
17,491,719
|
||||||
OTHER INCOME/ (EXPENSES):
|
||||||||
Interest and finance costs
|
(184,222
|
)
|
(220,061
|
)
|
||||
Interest income
|
615
|
253,165
|
||||||
Foreign exchange gains/(losses)
|
22
|
(11,554
|
)
|
|||||
Total other (expenses)/income, net
|
(183,585
|
)
|
21,550
|
|||||
Net income and comprehensive income from discontinued operations, before taxes
|
$
|
$ 1,671,337
|
$
|
17,513,269
|
||||
Income taxes
|
(151,761
|
)
|
(173,937
|
)
|
||||
Net income and comprehensive income from
discontinued operations, net of taxes
|
$
|
$ 1,519,576
|
$
|
17,339,332
|
(In U.S. Dollars)
|
Three months
ended
March 31, 2022
|
Three months
ended
March 31, 2023
|
Change-
amount
|
|||||||||
Total vessel revenues
|
$
|
37,810,865
|
$
|
21,031,930
|
$
|
16,778,935
|
||||||
Expenses:
|
||||||||||||
Voyage expenses (including commissions to related party)
|
(989,454
|
)
|
(1,109,565
|
)
|
120,111
|
|||||||
Vessel operating expenses
|
(10,127,405
|
)
|
(9,708,905
|
)
|
418,500
|
|||||||
Management fees to related parties
|
(1,530,000
|
)
|
(1,665,000
|
)
|
135,000
|
|||||||
Depreciation and amortization
|
(4,272,809
|
)
|
(4,553,307
|
)
|
280,498
|
|||||||
Operating income (1)
|
$
|
20,891,197
|
$
|
3,995,153
|
$
|
16,896,044
|
(1)
|
Does not include corporate general and administrative expenses. See the discussion under “Consolidated Results of Operations” above.
|
(In U.S. Dollars)
|
Three months ended
March 31, 2023
|
|||
Total vessel revenues
|
3,437,040
|
|||
Expenses:
|
||||
Voyage expenses (including commissions to related party)
|
(167,520
|
)
|
||
Vessel operating expenses
|
(1,558,778
|
)
|
||
Management fees to related parties
|
(166,500
|
)
|
||
Depreciation and amortization
|
(1,259,156
|
)
|
||
Operating income (1)
|
$
|
285,086
|
(1)
|
Does not include corporate general and administrative expenses. See the discussion under “Consolidated Results of Operations” above.
|
(in thousands of U.S. Dollars)
|
Three months
ended
March 31, 2022
|
Three months
ended
March 31, 2023
|
||||||
Net cash provided by/(used in) operating activities from continuing operations
|
$
|
17,098,800
|
$
|
(22,942
|
)
|
|||
Net cash used in investing activities from continuing operations
|
(22,400,364
|
)
|
(31,374,129
|
)
|
||||
Net cash provided by/(used in) financing activities from continuing operations
|
50,824,125
|
(5,899,175
|
)
|
|||||
Net cash (used in)/ provided by operating activities from discontinued operations
|
(4,035,029
|
)
|
20,409,041
|
|||||
Net cash used in investing activities from discontinued operations
|
(62,383
|
)
|
(153,861
|
)
|
||||
Net cash used in financing activities from discontinued operations
|
(850,000
|
)
|
(62,734,774
|
)
|
||||
Cash, cash equivalents and restricted cash at beginning of period
|
43,386,468
|
152,307,420
|
||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
83,961,617
|
$
|
72,531,580
|
Three-Months
ended
March 31,
|
Three-Months
ended
March 31,
|
|||||||
![]() 2022
|
![]() 2023
|
|||||||
Total vessel revenues
|
$
|
37,810,865
|
$
|
24,468,970
|
||||
Voyage expenses -including commissions from related party
|
(989,454
|
)
|
(1,277,085
|
)
|
||||
TCE revenues
|
$
|
36,821,411
|
$
|
23,191,885
|
||||
Available Days
|
1,796
|
1,980
|
||||||
Daily TCE Rate
|
$
|
20,502
|
$
|
11,713
|
Three-Months ended
March 31,
|
Three-Months
ended
March 31,
|
|||||||
Reconciliation of Daily TCE Rate to Total vessel revenues — Dry Bulk Segment
|
![]() 2022
|
![]() 2023
|
||||||
Total vessel revenues
|
$
|
37,810,865
|
$
|
21,031,930
|
||||
Voyage expenses -including commissions from related party
|
(989,454
|
)
|
(1,109,565
|
)
|
||||
TCE revenues
|
$
|
36,821,411
|
$
|
19,922,365
|
||||
Available Days
|
1,796
|
1,800
|
||||||
Daily TCE Rate
|
$
|
20,502
|
$
|
11,068
|
||||
Reconciliation of Daily TCE Rate to Total vessel revenues — Containership Segment
|
||||||||
Three-Months
ended
March 31,
|
||||||||
![]() 2023
|
||||||||
Total vessel revenues
|
$
|
3,437,040
|
||||||
Voyage expenses -including commissions from related party
|
(167,520
|
)
|
||||||
TCE revenues
|
$
|
3,269,520
|
||||||
Available Days
|
180
|
|||||||
Daily TCE Rate
|
$
|
18,164
|
Page
|
|||
Unaudited Interim Consolidated Balance Sheets as of December 31, 2022, and March 31, 2023
|
F-2
|
||
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2022, and 2023
|
F-3
|
||
Unaudited Interim Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2022, and 2023
|
F-4
|
||
Unaudited Interim Consolidated Statements of Cash Flows for the three months ended March 31, 2022, and 2023
|
F-5
|
||
Notes to Unaudited Interim Condensed Consolidated Financial Statements
|
F-6
|
Three Months Ended
March 31,
|
Three Months Ended
March 31,
|
|||||||||||
Note
|
2022
|
2023
|
||||||||||
REVENUES:
|
||||||||||||
Time charter revenues
|
6, 14
|
37,810,865
|
24,468,970
|
|||||||||
Total vessel revenues
|
$
|
37,810,865
|
$
|
24,468,970
|
||||||||
EXPENSES:
|
||||||||||||
Voyage expenses (including $488,672, and $326,770 to related party for the three months ended March 31, 2022, and 2023, respectively)
|
4, 15
|
(989,454
|
)
|
(1,277,085
|
)
|
|||||||
Vessel operating expenses
|
15
|
(10,127,405
|
)
|
(11,267,683
|
)
|
|||||||
Management fees to related parties
|
4
|
(1,530,000
|
)
|
(1,831,500
|
)
|
|||||||
Depreciation and amortization
|
5, 7
|
(4,272,809
|
)
|
(5,812,463
|
)
|
|||||||
General and administrative expenses (including $300,000, and $750,000 to related party for the three months ended March 31, 2022, and 2023, respectively)
|
4, 16
|
(921,707
|
)
|
(1,134,664
|
)
|
|||||||
Total expenses
|
(17,841,375
|
)
|
(21,323,395
|
)
|
||||||||
Operating income
|
19,969,490
|
3,145,575
|
||||||||||
OTHER INCOME/(EXPENSES):
|
||||||||||||
Interest and finance costs
|
8, 17
|
(1,449,613
|
)
|
(3,088,079
|
)
|
|||||||
Interest income
|
25,204
|
798,964
|
||||||||||
Foreign exchange losses
|
(1,288
|
)
|
(61,578
|
)
|
||||||||
Dividend income on equity securities
|
9
|
—
|
313,716
|
|||||||||
Dividend income from related party
|
4
|
—
|
97,222
|
|||||||||
Gain on sale of equity securities
|
—
|
2,636
|
||||||||||
Unrealized loss on equity securities
|
9
|
—
|
(7,695,588
|
)
|
||||||||
Total other expenses, net
|
(1,425,697
|
)
|
(9,632,707
|
)
|
||||||||
Net income/(loss) and comprehensive income/(loss) from continuing operations, before taxes
|
$
|
18,543,793
|
$
|
(6,487,132
|
)
|
|||||||
Income taxes
|
(87,081
|
)
|
(22,906
|
)
|
||||||||
Net income/(loss) and comprehensive income/(loss) from continuing operations, net of taxes
|
$
|
18,456,712
|
$
|
(6,510,038
|
)
|
|||||||
Net income and comprehensive income from discontinued operations, net of taxes
|
3
|
1,519,576
|
17,339,332
|
|||||||||
Net income and comprehensive income
|
19,976,288
|
10,829,294
|
||||||||||
Earnings/(Loss) per common share, basic and diluted, continuing operations
|
13
|
0.20
|
(0.07
|
)
|
||||||||
Earnings per common share, basic and diluted, discontinued operations
|
13
|
0.02
|
0.18
|
|||||||||
Earnings per common share, basic and diluted, total
|
13
|
0.21
|
0.11
|
|||||||||
Weighted average number of common shares, basic and diluted
|
94,610,088
|
94,610,088
|
Number of shares issued
|
||||||||||||||||||||||||||||
Common
Shares
|
Series A Preferred
Shares
|
Series B Preferred
Shares
|
Par
Value of
Shares
Issued
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Total
Shareholders’ Equity
|
||||||||||||||||||||||
Balance, December 31, 2021
|
94,610,088
|
—
|
12,000
|
94,622
|
303,658,153
|
39,181,595
|
342,934,370
|
|||||||||||||||||||||
- Net income and comprehensive income
|
—
|
—
|
—
|
—
|
—
|
19,976,288
|
19,976,288
|
|||||||||||||||||||||
Balance, March 31, 2022
|
94,610,088
|
—
|
12,000
|
94,622
|
303,658,153
|
59,157,883
|
362,910,658
|
|||||||||||||||||||||
Balance, December 31,
2022
|
94,610,088
|
—
|
12,000
|
94,622
|
303,658,153
|
157,742,285
|
461,495,060
|
|||||||||||||||||||||
- Net income and comprehensive income
|
—
|
—
|
—
|
—
|
—
|
10,829,294
|
10,829,294
|
|||||||||||||||||||||
-Distribution of net assets of Toro Corp. to shareholders (Note 1)
|
—
|
—
|
—
|
—
|
(37,919,432
|
)
|
—
|
(37,919,432
|
)
|
|||||||||||||||||||
Balance, March 31, 2023
|
94,610,088
|
—
|
12,000
|
94,622
|
265,738,721
|
168,571,579
|
434,404,922
|
1. |
Basis of Presentation and General information (continued):
|
March 7, 2023
|
||||
Cash and cash equivalents
|
$
|
61,359,774
|
||
Accounts receivable trade, net
|
6,767,408
|
|||
Due from related parties, current
|
4,528,948
|
|||
Inventories
|
890,523
|
|||
Prepaid expenses and other assets, current
|
1,447,062
|
|||
Vessels, net
|
91,492,003
|
|||
Restricted cash
|
700,000
|
|||
Due from related parties, non-current
|
1,708,474
|
|||
Prepaid expenses and other assets, non-current
|
4,449,999
|
|||
Deferred charges, net
|
2,685,922
|
|||
Due to Related Parties
|
(3,001,865
|
)
|
||
Accounts payable
|
(2,432,095
|
)
|
||
Accrued liabilities
|
(3,041,530
|
)
|
||
Long-term debt, net
|
(12,413,056
|
)
|
||
Net assets of Toro
|
155,141,567
|
|||
Less Investment in Preferred Shares of Toro issued as part of Spin-Off (refer Note 4(c) )
|
(117,222,135
|
)
|
||
Distribution of net assets of Toro to shareholders
|
$
|
37,919,432
|
1. |
Basis of Presentation and General information (continued):
|
(a) |
Consolidated vessel owning subsidiaries:
|
|
Company
|
Country of
incorporation
|
Vessel Name
|
DWT
|
Year Built
|
Delivery date to
Castor
|
1
|
Spetses Shipping Co. (“Spetses”)
|
Marshall Islands
|
M/V Magic P
|
76,453
|
2004
|
February 2017
|
2
|
Bistro Maritime Co. (“Bistro”)
|
Marshall Islands
|
M/V Magic Sun
|
75,311
|
2001
|
September 2019
|
3
|
Pikachu Shipping Co. (“Pikachu”)
|
Marshall Islands
|
M/V Magic Moon
|
76,602
|
2005
|
October 2019
|
4
|
Bagheera Shipping Co. (“Bagheera”)
|
Marshall Islands
|
M/V Magic Rainbow
|
73,593
|
2007
|
August 2020
|
5
|
Pocahontas Shipping Co. (“Pocahontas”)
|
Marshall Islands
|
M/V Magic Horizon
|
76,619
|
2010
|
October 2020
|
6
|
Jumaru Shipping Co. (“Jumaru”)
|
Marshall Islands
|
M/V Magic Nova
|
78,833
|
2010
|
October 2020
|
7
|
Super Mario Shipping Co. (“Super Mario”)
|
Marshall Islands
|
M/V Magic Venus
|
83,416
|
2010
|
March 2021
|
8
|
Pumba Shipping Co. (“Pumba”)
|
Marshall Islands
|
M/V Magic Orion
|
180,200
|
2006
|
March 2021
|
9
|
Kabamaru Shipping Co. (“Kabamaru”)
|
Marshall Islands
|
M/V Magic Argo
|
82,338
|
2009
|
March 2021
|
10
|
Luffy Shipping Co. (“Luffy”)
|
Marshall Islands
|
M/V Magic Twilight
|
80,283
|
2010
|
April 2021
|
11
|
Liono Shipping Co. (“Liono”)
|
Marshall Islands
|
M/V Magic Thunder
|
83,375
|
2011
|
April 2021
|
12
|
Stewie Shipping Co. (“Stewie”)
|
Marshall Islands
|
M/V Magic Vela
|
75,003
|
2011
|
May 2021
|
13
|
Snoopy Shipping Co. (“Snoopy”)
|
Marshall Islands
|
M/V Magic Nebula
|
80,281
|
2010
|
May 2021
|
14
|
Mulan Shipping Co. (“Mulan”)
|
Marshall Islands
|
M/V Magic Starlight
|
81,048
|
2015
|
May 2021
|
15
|
Cinderella Shipping Co. (“Cinderella”)
|
Marshall Islands
|
M/V Magic Eclipse
|
74,940
|
2011
|
June 2021
|
16
|
Mickey Shipping Co. (“Mickey”)
|
Marshall Islands
|
M/V Magic Callisto
|
74,930
|
2012
|
January 2022
|
17
|
Songoku Shipping Co. (“Songoku”)
|
Marshall Islands
|
M/V Magic Pluto
|
74,940
|
2013
|
August 2021
|
18
|
Asterix Shipping Co. (“Asterix”)
|
Marshall Islands
|
M/V Magic Perseus
|
82,158
|
2013
|
August 2021
|
19
|
Johnny Bravo Shipping Co. (“Johnny Bravo”)
|
Marshall Islands
|
M/V Magic Mars
|
76,822
|
2014
|
September 2021
|
20
|
Garfield Shipping Co. (“Garfield”)
|
Marshall Islands
|
M/V Magic Phoenix
|
76,636
|
2008
|
October 2021
|
21
|
Jerry Shipping Co. (“Jerry S”)
|
Marshall Islands
|
M/V Ariana A
|
38,117
|
2005
|
November 2022
|
22
|
Tom Shipping Co. (“Tom S”)
|
Marshall Islands
|
M/V Gabriela A
|
38,121
|
2005
|
November 2022
|
Company
|
Country of incorporation
|
||
1
|
Tom Maritime Ltd. (“Tom M”)
|
Malta
|
|
2
|
Jerry Maritime Ltd. (“Jerry M”)
|
Malta
|
|
3
|
Containco Shipping Inc.
|
Marshall Islands
|
1. |
Basis of Presentation and General information (continued):
|
Company
|
Country of incorporation
|
||
1
|
Castor Maritime SCR Corp. (“Castor SCR”) (1)
|
Marshall Islands |
(1) |
Incorporated under the laws of the Marshall Islands on September 16, 2021, this entity serves as the Company’s subsidiaries’ cash manager with effect from November 1, 2021.
|
(2) |
Incorporated on July 29, 2022. At the Distribution Date, Toro served as the holding company to which the equity interests of the Aframax/LR2 and Handysize tanker owning subsidiaries and Elektra were
contributed.
|
(3) |
Incorporated under the laws of the Marshall Islands on October 3, 2022, to serve, with effect from the Distribution Date, as the cash manager of Toro and its subsidiaries.
|
(4) |
Elektra no longer owns any vessel following the sale of the M/T Wonder Arcturus on May 9, 2022, and delivery of such vessel to an unaffiliated third-party on July 15,
2022.
|
CURRENT ASSETS:
|
December 31, 2022
|
|||
Cash and cash equivalents
|
$
|
41,779,594
|
||
Accounts receivable trade, net
|
10,616,573
|
|||
Due from related parties
|
558,328
|
|||
Inventories
|
893,568
|
|||
Prepaid expenses and other assets
|
915,245
|
|||
Total current assets of discontinued operations
|
54,763,308
|
|||
NON-CURRENT ASSETS:
|
||||
Vessels, net
|
92,486,178
|
|||
Restricted cash
|
700,000
|
|||
Due from related parties
|
1,708,474
|
|||
Prepaid expenses and other assets
|
5,199,999
|
|||
Deferred charges, net
|
2,621,145
|
|||
Total non-current assets of discontinued operations
|
102,715,796
|
|||
CURRENT LIABILITIES:
|
||||
Current portion of long-term debt, net
|
2,606,302
|
|||
Accounts payable
|
1,643,468
|
|||
Accrued liabilities
|
2,269,281
|
|||
Total current liabilities of discontinued operations
|
6,519,051
|
|||
NON-CURRENT LIABILITIES:
|
||||
Long-term debt, net
|
10,463,172
|
|||
Total non-current liabilities of discontinued operations
|
10,463,172
|
Three Months
Ended
March 31,
|
January 1 through
March 7,
|
|||||||
2022
|
2023
|
|||||||
REVENUES:
|
||||||||
Time charter revenues
|
2,986,345
|
914,000
|
||||||
Voyage charter revenues
|
10,734,868
|
7,930
|
||||||
Pool revenues
|
3,109,235
|
22,447,344
|
||||||
Total vessel revenues
|
16,830,448
|
23,369,274
|
||||||
EXPENSES:
|
||||||||
Voyage expenses (including $213,837, and $294,831 to related party for the three months ended March 31, 2022, and 2023, respectively)
|
(7,241,316
|
)
|
(374,396
|
)
|
||||
Vessel operating expenses
|
(5,236,713
|
)
|
(3,769,132
|
)
|
||||
Management fees to related parties
|
(688,500
|
)
|
(507,000
|
)
|
||||
Depreciation and amortization
|
(1,808,997
|
)
|
(1,493,759
|
)
|
||||
Recovery of provision for doubtful accounts
|
—
|
266,732
|
||||||
Total expenses
|
(14,975,526
|
)
|
(5,877,555
|
)
|
||||
Operating income
|
1,854,922
|
17,491,719
|
||||||
OTHER INCOME/(EXPENSES):
|
||||||||
Interest and finance costs
|
(184,222
|
)
|
(220,061
|
)
|
||||
Interest income
|
615
|
253,165
|
||||||
Foreign exchange (losses)/ gains
|
22
|
(11,554
|
)
|
|||||
Total other (expenses)/income, net
|
(183,585
|
)
|
21,550
|
|||||
Net income and comprehensive income from discontinued operations, before taxes
|
$
|
1,671,337
|
$
|
17,513,269
|
||||
Income taxes
|
(151,761
|
)
|
(173,937
|
)
|
||||
Net income and comprehensive income from discontinued operations, net of taxes
|
$
|
1,519,576
|
$
|
17,339,332
|
Three months ended
March 31,
|
Three months ended
March 31,
|
|||||||
2022
|
2023
|
|||||||
Management fees-related parties
|
||||||||
Management fees – Castor Ships (a)
|
$
|
1,080,000
|
$
|
1,188,000
|
||||
Management fees – Pavimar (b)
|
450,000
|
643,500
|
||||||
Included in Voyage expenses
|
||||||||
Charter hire commissions – Castor Ships (a)
|
$
|
488,672
|
$
|
326,770
|
||||
Included in General and administrative expenses
|
||||||||
Administration fees – Castor Ships (a)
|
$
|
300,000
|
$
|
750,000
|
December 31,
2022
|
March 31,
2023
|
|||||||
Assets:
|
||||||||
Due from Castor Ships (a) – current
|
$
|
—
|
$
|
379,435
|
||||
Due from Castor Ships (a) – non-current
|
3,514,098
|
3,198,586
|
||||||
Due from Pavimar (b) – current
|
2,664,976
|
3,030,158
|
||||||
Due from Toro (c) related to Spin-Off expenses reimbursement
|
—
|
124,144
|
||||||
Investment in Toro (c) – non-current
|
—
|
117,319,357
|
||||||
Liabilities:
|
||||||||
Due to Castor (a) – current
|
$
|
227,622
|
$
|
—
|
|
|
|
Valuation Technique
|
|
|
Significant other observable Input
|
|
|
Values
|
|
|
|
“Straight” Preferred Stock Component
|
|
|
Discounted cash flow model
|
|
|
• Weighted average cost of capital
|
|
|
12.80%
|
|
|
Option Component
|
|
|
Black Scholes
|
|
|
• Volatility
• Risk-free rate
• Weighted average cost of capital
• Strike price
• Share price (based on the first 5 trading days volume weighted average)
|
|
|
69.0%
3.16%
12.80%
$5.75
$4.52
|
|
Dry-docking costs
|
||||
Balance December 31, 2022
|
$
|
5,357,816
|
||
Additions
|
37,457
|
|||
Amortization
|
(562,058
|
)
|
||
Transfer to Assets held for sale (Note 7(b))
|
(1,162,092
|
)
|
||
Balance March 31, 2023
|
$
|
3,671,123
|
Vessel Cost
|
Accumulated depreciation
|
Net Book Value
|
||||||||||
Balance December 31, 2022
|
372,382,480
|
(28,974,014
|
)
|
343,408,466
|
||||||||
— Transfer to Assets held for sale (b)
|
(20,042,433
|
)
|
2,979,087
|
(17,063,346
|
)
|
|||||||
— Period depreciation
|
—
|
(5,250,405
|
)
|
(5,250,405
|
)
|
|||||||
Balance March 31, 2023
|
352,340,047
|
(31,245,332
|
)
|
321,094,715
|
Year/Period Ended
|
|||||||||
Loan facilities
|
Borrowers
|
December 31,
2022
|
March 31,
2023
|
||||||
$11.0 Million Term Loan Facility (a)
|
Spetses- Pikachu
|
$
|
6,200,000
|
$
|
5,800,000
|
||||
$4.5 Million Term Loan Facility (b)
|
Bistro
|
2,850,000
|
2,700,000
|
||||||
$15.29 Million Term Loan Facility (c)
|
Pocahontas- Jumaru
|
11,993,000
|
11,522,000
|
||||||
$40.75 Million Term Loan Facility (e)
|
Liono-Snoopy-Cinderella-Luffy
|
34,980,000
|
33,826,000
|
||||||
$23.15 Million Term Loan Facility (f)
|
Bagheera-Garfield
|
17,800,500
|
16,566,000
|
||||||
$55.00 Million Term Loan Facility (g)
|
Mulan- Johnny Bravo-Songoku-Asterix-Stewie
|
44,395,000
|
40,860,000
|
||||||
$22.5 Million Term Loan Facility (h)
|
Tom-Jerry
|
22,250,000
|
20,750,000
|
||||||
Total long-term debt including Debt related to assets held for sale
|
$
|
140,468,500
|
$
|
132,024,000
|
|||||
Less: Deferred financing costs
|
(1,696,738
|
)
|
(1,510,587
|
)
|
|||||
Total long-term debt including Debt related to assets held for sale, net of deferred finance costs
|
$
|
138,771,762
|
130,513,413
|
||||||
Presented:
|
|||||||||
Current portion of long-term debt
|
$
|
29,848,400
|
$
|
24,740,000
|
|||||
Less: Current portion of deferred finance costs
|
(677,585
|
)
|
(595,253
|
)
|
|||||
Current portion of long-term debt, net of deferred finance costs
|
$
|
29,170,815
|
$
|
24,144,747
|
|||||
Debt related to assets held for sale
|
$
|
—
|
9,995,000
|
||||||
Less: Current portion of deferred finance costs
|
—
|
(90,844
|
)
|
||||||
Debt related to assets held for sale, net of deferred finance costs
|
—
|
9,904,156
|
|||||||
$ | |||||||||
Non-Current portion of long-term debt
|
110,620,100
|
97,289,000
|
|||||||
Less: Non-Current portion of deferred finance costs
|
(1,019,153
|
)
|
(824,490
|
)
|
|||||
Non-Current portion of long-term debt, net of deferred finance costs
|
$
|
109,600,947
|
$
|
96,464,510
|
Twelve-month period ending March 31,
|
Amount
|
|||
2024
|
34,735,000
|
|||
2025
|
30,193,400
|
|||
2026
|
14,820,400
|
|||
2027
|
47,175,200
|
|||
2028
|
5,100,000
|
|||
Total long-term debt
|
$
|
132,024,000
|
Equity securities
|
||||
Balance December 31, 2022
|
$
|
—
|
||
Equity securities acquired
|
31,742,081
|
|||
Proceeds from sale of equity securities
|
(258,999
|
)
|
||
Gain on sale of equity securities
|
2,636
|
|||
Unrealized loss on equity securities revalued at fair value at end of the period
|
(7,695,588
|
)
|
||
Balance March 31, 2023
|
$
|
23,790,130
|
Twelve-month period ending March 31,
|
Amount
|
|||
2024
|
$
|
62,211,180
|
||
2025
|
607,778
|
|||
Total
|
$
|
62,818,958
|
Three months ended
March 31,
|
Three months ended
March 31,
|
|||||||
2022
|
2023
|
|||||||
Net income/(loss) and comprehensive income/(loss) from continuing operations, net of taxes
|
$
|
18,456,712
|
$
|
(6,510,038
|
)
|
|||
Net income and comprehensive income from discontinued operations, net of taxes
|
1,519,576
|
17,339,332
|
||||||
Net income and comprehensive income
|
19,976,288
|
10,829,294
|
||||||
Weighted average number of common shares outstanding, basic and diluted
|
94,610,088
|
94,610,088
|
||||||
Earnings/(loss) per common share, basic and diluted, continuing operations
|
0.20
|
(0.07
|
)
|
|||||
Earnings per common share, basic and diluted, discontinued operations
|
0.02
|
0.18
|
||||||
Earnings per common share, basic and diluted, total
|
0.21
|
0.11
|
Three months ended
March 31,
|
Three months ended
March 31,
|
|||||||
2022
|
2023
|
|||||||
Time charter revenues
|
37,810,865
|
24,468,970
|
||||||
Total Vessel revenues
|
$
|
37,810,865
|
$
|
24,468,970
|
Three months ended
March 31,
|
Three months ended
March 31,
|
|||||||
Vessel Operating Expenses
|
2022
|
2023
|
||||||
Crew & crew related costs
|
4,952,614
|
5,937,987
|
||||||
Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling
|
2,886,534
|
2,862,901
|
||||||
Lubricants
|
618,771
|
796,155
|
||||||
Insurances
|
919,252
|
913,414
|
||||||
Tonnage taxes
|
185,732
|
235,212
|
||||||
Other
|
564,502
|
522,014
|
||||||
Total Vessel operating expenses
|
$
|
10,127,405
|
$
|
11,267,683
|
Three months ended
March 31,
|
Three months ended
March 31,
|
|||||||
Voyage expenses
|
2022
|
2023
|
||||||
Brokerage commissions
|
452,727
|
393,247
|
||||||
Brokerage commissions- related party
|
488,672
|
326,770
|
||||||
Port & other expenses
|
214,711
|
88,534
|
||||||
Bunkers consumption
|
969,323
|
402,131
|
||||||
(Gain)/loss on bunkers
|
(1,135,979
|
)
|
66,403
|
|||||
Total Voyage expenses
|
$
|
989,454
|
$
|
1,277,085
|
Three months ended
March 31,
|
Three months ended
March 31,
|
|||||||
2022
|
2023
|
|||||||
Audit fees
|
$
|
58,310
|
$
|
57,496
|
||||
Chief Executive and Chief Financial Officer and directors’ compensation
|
18,000
|
18,000
|
||||||
Professional fees and other expenses
|
545,397
|
309,168
|
||||||
Administration fees-related party (Note 4(a))
|
300,000
|
750,000
|
||||||
Total
|
$
|
921,707
|
$
|
1,134,664
|
Three months ended
March 31,
|
Three months ended
March 31,
|
|||||||
2022
|
2023
|
|||||||
Interest on long-term debt
|
$
|
1,200,985
|
$
|
2,719,402
|
||||
Amortization of deferred finance charges
|
185,994
|
186,151
|
||||||
Other finance charges
|
62,634
|
182,526
|
||||||
Total Interest and Finance Costs
|
$
|
1,449,613
|
$
|
3,088,079
|
Three months ended March 31,
|
Three months ended March 31,
|
|||||||||||||||||||
2022
|
2023
|
|||||||||||||||||||
Dry bulk
segment
|
Total
|
Dry bulk segment
|
Container
ship
segment
|
Total
|
||||||||||||||||
Time charter revenues
|
$
|
37,810,865
|
37,810,865
|
$
|
21,031,930
|
3,437,040
|
24,468,970
|
|||||||||||||
Total vessel revenues
|
$
|
37,810,865
|
37,810,865
|
$
|
21,031,930
|
3,437,040
|
24,468,970
|
|||||||||||||
Voyage expenses (including charges from related party)
|
(989,454
|
)
|
(989,454
|
)
|
(1,109,565
|
)
|
(167,520
|
)
|
(1,277,085
|
)
|
||||||||||
Vessel operating expenses
|
(10,127,405
|
)
|
(10,127,405
|
)
|
(9,708,905
|
)
|
(1,558,778
|
)
|
(11,267,683
|
)
|
||||||||||
Management fees to related parties
|
(1,530,000
|
)
|
(1,530,000
|
)
|
(1,665,000
|
)
|
(166,500
|
)
|
(1,831,500
|
)
|
||||||||||
Depreciation and amortization
|
(4,272,809
|
)
|
(4,272,809
|
)
|
(4,553,307
|
)
|
(1,259,156
|
)
|
(5,812,463
|
)
|
||||||||||
Segments operating income/(loss)
|
$
|
20,891,197
|
$
|
20,891,197
|
$
|
3,995,153
|
$
|
285,086
|
$
|
4,280,239
|
||||||||||
Interest and finance costs
|
(1,478,573
|
)
|
(2,941,420
|
)
|
||||||||||||||||
Interest income
|
3,356
|
660,541
|
||||||||||||||||||
Foreign exchange (losses)/gains
|
(1,256
|
)
|
(55,082
|
)
|
||||||||||||||||
Unrealized loss on equity securities
|
—
|
(7,695,588
|
)
|
|||||||||||||||||
Less: Unallocated corporate general and administrative expenses
|
(921,707
|
)
|
(1,134,664
|
)
|
||||||||||||||||
Less: Corporate Interest and finance costs
|
28,960
|
(146,659
|
)
|
|||||||||||||||||
Less: Corporate Interest income
|
21,848
|
138,423
|
||||||||||||||||||
Less: Corporate exchange (losses)/gains
|
(32
|
)
|
(6,496
|
)
|
||||||||||||||||
Dividend income on equity securities
|
—
|
313,716
|
||||||||||||||||||
Dividend income from related party
|
97,222
|
|||||||||||||||||||
Gain on sale of equity securities
|
—
|
2,636
|
||||||||||||||||||
Net income/ (loss) and comprehensive income/(loss) from continuing operations, before taxes
|
$
|
18,543,793
|
$
|
(6,487,132
|
)
|
|||||||||||||||
Net income and Comprehensive income from discontinued operations, before taxes
|
$
|
1,671,336
|
$
|
17,513,269
|
||||||||||||||||
Net income and Comprehensive income, before taxes
|
$
|
20,215,129
|
$
|
11,026,137
|
As of
December 31,
2022
|
As of
March 31,
2023
|
|||||||
Dry bulk segment
|
$
|
339,599,683
|
$
|
326,681,599
|
||||
Containership segment
|
52,850,927
|
50,116,804
|
||||||
Cash and cash equivalents (1)
|
82,336,438
|
54,634,994
|
||||||
Prepaid expenses and other assets (1)
|
654,796
|
141,888,607
|
||||||
Total assets from continuing operations
|
$
|
475,441,844
|
$
|
573,322,004
|
||||
Total assets from discontinued operations
|
$
|
157,479,104
|
$
|
—
|
||||
Total consolidated assets
|
$
|
632,920,948
|
$
|
573,322,004
|
(1) |
Refers to assets of other, non-vessel owning, entities included in the unaudited interim condensed consolidated financial statements.
|
19. |
Subsequent Events:
|