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
|
◾ |
Total Vessel Revenues from continuing operations: $24.5 million for the three months ended March 31, 2023, as compared to $37.8 million for the three months ended March 31, 2022, or a 35.2% decrease;
|
◾ |
Net income of $10.8 million for the three months ended March 31, 2023, as compared to $20.0 million for the three months ended March 31, 2022, or a 46% decrease;
|
◾ |
Net (loss) / income from continuing operations: $(6.5) million for the three months ended March 31, 2023, as compared to $18.5 million for the three months ended March 31, 2022, or a 135% decrease;
|
◾ |
(Loss) / Earnings (basic and diluted) per common share from continuing operations: $(0.07) per share for the three months ended March 31, 2023, as compared to $0.20 per share for the three months ended March 31,
2022;
|
◾ |
EBITDA from continuing operations(1): $1.6 million for the three months ended March 31, 2023, as compared to $24.2 million for
the three months ended March 31, 2022;
|
◾ |
Adjusted EBITDA from continuing operations(1): $9.3 million for the three months ended March 31, 2023, as compared to $24.2
million for the three months ended March 31, 2022;
|
◾ |
Cash and restricted cash of $72.5 million as of March 31, 2023, as compared to $109.9 million as of December 31, 2022; and
|
◾ |
The spin-off (the “Spin-Off”) of our Aframax/LR2 and Handysize tanker segments to a new Nasdaq-listed company, Toro Corp. (“Toro”) was completed on March 7, 2023;
|
◾ |
Discontinued Operations: Following the Spin-Off, the results of the tanker business are reported as discontinued operations for all periods presented.
|
Dry Bulk Carriers
|
||||||||
Vessel Name
|
Type
|
DWT
|
Year
Built
|
Country of
Construction
|
Type of
Employment
|
Daily Gross
Charter Rate
|
Estimated Redelivery
Date
|
|
Earliest
|
Latest
|
|||||||
Magic Orion
|
Capesize
|
180,200
|
2006
|
Japan
|
TC (1) period
|
101% of BCI5TC (2)
|
Jan-24
|
Apr-24
|
Magic Venus
|
Kamsarmax
|
83,416
|
2010
|
Japan
|
TC period
|
$18,000 (3)
|
Apr-24
|
Jul-24
|
Magic Thunder
|
Kamsarmax
|
83,375
|
2011
|
Japan
|
TC period
|
$14,000 (4)
|
Sep-23
|
Dec-23
|
Magic Argo
|
Kamsarmax
|
82,338
|
2009
|
Japan
|
TC period
|
103% of BPI5TC
|
Apr-24
|
Jul-24
|
Magic Perseus
|
Kamsarmax
|
82,158
|
2013
|
Japan
|
TC period
|
100% of BPI5TC
|
Sep-23
|
Dec-23
|
Magic Starlight
|
Kamsarmax
|
81,048
|
2015
|
China
|
TC period
|
$18,000 (5)
|
Nov-23
|
Feb-24
|
Magic Twilight
|
Kamsarmax
|
80,283
|
2010
|
Korea
|
TC trip
|
$13,000
|
Jun-23
|
Jun-23
|
Magic Nebula
|
Kamsarmax
|
80,281
|
2010
|
Korea
|
TC period
|
93% of BPI5TC
|
May-23
|
Aug -23
|
Magic Nova
|
Panamax
|
78,833
|
2010
|
Japan
|
TC period
|
101% of BPI4TC (6)
|
Sep-23
|
Dec-23
|
Magic Mars
|
Panamax
|
76,822
|
2014
|
Korea
|
TC period
|
102% of BPI4TC
|
Oct-23
|
Jan-24
|
Magic Phoenix
|
Panamax
|
76,636
|
2008
|
Japan
|
TC period
|
102% BPI4TC
|
Aug-23
|
Nov-23
|
Magic Horizon
|
Panamax
|
76,619
|
2010
|
Japan
|
TC period
|
$15,300 (7)
|
Jun-23
|
Oct-23
|
Magic Moon
|
Panamax
|
76,602
|
2005
|
Japan
|
TC period
|
95% of BPI4TC
|
Apr-23
|
Jul-23
|
Magic P
|
Panamax
|
76,453
|
2004
|
Japan
|
TC period
|
$13,100 (8)
|
Oct-23
|
Jan-24
|
Magic Sun
|
Panamax
|
75,311
|
2001
|
Korea
|
TC trip
|
$9,000
|
May-23
|
May-23
|
Magic Vela
|
Panamax
|
75,003
|
2011
|
China
|
TC period
|
87.5% of BPI5TC (9)
|
Apr-23
|
Jul-23
|
Magic Eclipse
|
Panamax
|
74,940
|
2011
|
Japan
|
TC period
|
100% BPI4TC
|
Mar-24
|
Jun-24
|
Magic Pluto
|
Panamax
|
74,940
|
2013
|
Japan
|
TC period
|
100% of BPI4TC
|
Dec-23
|
Mar-24
|
Magic Callisto
|
Panamax
|
74,930
|
2012
|
Japan
|
TC period
|
$15,000 (10)
|
Mar-24
|
Jun-24
|
Containerships
|
||||||||
Vessel Name
|
Type
|
DWT
|
Year
Built
|
Country of
Construction
|
Type of
Employment
|
Daily Gross
Charter Rate
|
Estimated Redelivery
Date
|
|
Earliest
|
Latest
|
|||||||
Ariana A
|
Containership
|
38,117
|
2005
|
Germany
|
TC period
|
$20,200
|
Jan-24
|
Mar-24
|
Gabriela A
|
Containership
|
38,121
|
2005
|
Germany
|
TC period
|
$26,350
|
Feb-24
|
May-24
|
(1)
|
TC stands for time charter.
|
(2)
|
The benchmark vessel used in the calculation of the average of the Baltic Capesize Index (“BCI”) 5TC routes (“BCI5TC”) is a non-scrubber fitted 180,000mt dwt vessel (Capesize) with specific age, speed – consumption, and design
characteristics.
|
(3) |
The vessel’s daily gross charter rate is equal to 100% of the Baltic Panamax Index 5TC routes (“BPI5TC”). In accordance with the prevailing charter party, , on March 29, 2023, the owners converted the index-linked rate to fixed from April
1, 2023 to June 30, 2023 at a rate of $18,000 per day. Upon completion of this period, the rate will be converted back to index‑linked. The benchmark vessel used in the calculation of the average of the BPI5TC routes is a non-scrubber fitted
82,000mt dwt vessel (Kamsarmax) with specific age, speed – consumption, and design characteristics.
|
(4) |
The vessel’s daily gross charter rate is equal to 97% of BPI5TC. In accordance with the prevailing charter party, on January 1, 2023 the owners converted the index-linked rate to fixed from February 1, 2023 until June 30, 2023, at a rate
of $14,000 per day. Upon completion of this period, the rate will be converted back to index‑linked.
|
(5) |
The vessel’s daily gross charter rate is equal to 98% of BPI5TC. In accordance with the prevailing charter party, on April 5, 2023 the owners converted the index-linked rate to fixed from April 7, 2023 until September 30, 2023, at a rate
of $18,000 per day. Upon completion of this period, the rate will be converted back to index‑linked.
|
(6) |
The benchmark vessel used in the calculation of the average of the BPI4TC routes is a non-scrubber fitted 74,000mt dwt vessel (Panamax) with specific age, speed – consumption, and design characteristics.
|
(7) |
The vessel’s daily gross charter rate is equal to 103% of BPI4TC. In accordance with the prevailing charter party, on February 27, 2023, the owners converted the index-linked rate to fixed from April 1, 2023 to June 30, 2023 at a rate of
$15,300 per day. Upon completion of this period, the rate will be converted back to index‑linked.
|
(8) |
The vessel’s daily gross charter rate is equal to 96% of BPI4TC. In accordance with the prevailing charter party, on January 16, 2023 the owners converted the index-linked rate to fixed from February 1, 2023 until September 30, 2023, at a
rate of $13,100 per day. Upon completion of this period, the rate will be converted back to index‑linked.
|
(9) |
After redelivery from the current charter, estimated to take place between April and July 2023 in accordance with the prevailing charterparty terms, the vessel has been fixed for a period of minimum 12 to maximum 15 months, at a daily
gross charter rate equal to 95% of BPI4TC.
|
(10) |
The vessel’s daily gross charter rate is equal to 101% of BPI4TC. In accordance with the prevailing charter party, on February 27, 2023, the owners converted the index-linked rate to fixed from April 1, 2023 to June 30, 2023 at a rate of
$15,000 per day. Upon completion of this period, the rate will be converted back to index‑linked.
|
|
Three Months Ended
|
|||||||
(Expressed in U.S. dollars)
|
March 31,
2023
(unaudited)
|
March 31,
2022
(unaudited)
|
||||||
Total vessel revenues
|
$
|
24,468,970
|
$
|
37,810,865
|
||||
Operating income
|
$
|
3,145,575
|
$
|
19,969,490
|
||||
Net (loss)/income, net of taxes
|
$
|
(6,510,038
|
)
|
$
|
18,456,712
|
|||
EBITDA (1)
|
$
|
1,614,446
|
$
|
24,241,011
|
||||
Adjusted EBITDA(1)
|
$
|
9,310,034
|
$
|
24,241,011
|
||||
(Loss)/Earnings (basic) per common share
|
$
|
(0.07
|
)
|
$
|
0.20
|
|
Three Months Ended
March 31,
|
|||||||
(Expressed in U.S. dollars except for operational data)
|
2023
|
2022
|
||||||
Ownership Days (1)(7)
|
1,980
|
1,796
|
||||||
Available Days (2)(7)
|
1,980
|
1,796
|
||||||
Operating Days (3)(7)
|
1,980
|
1,781
|
||||||
Daily TCE Rate (4)
|
$
|
11,713
|
$
|
20,502
|
||||
Fleet Utilization (5)
|
100
|
%
|
99
|
%
|
||||
Daily vessel operating expenses (6)
|
$
|
5,691
|
$
|
5,639
|
(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 measure 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.
|
(In U.S. dollars except for number of share data)
|
Three Months Ended
March 31,
|
|||||||
|
2023
|
2022
|
||||||
REVENUES
|
||||||||
Total vessel revenues
|
$
|
24,468,970
|
$
|
37,810,865
|
||||
EXPENSES
|
||||||||
Voyage expenses (including commissions to related party)
|
(1,277,085
|
)
|
(989,454
|
)
|
||||
Vessel operating expenses
|
(11,267,683
|
)
|
(10,127,405
|
)
|
||||
General and administrative expenses (including related party fees)
|
(1,134,664
|
)
|
(921,707
|
)
|
||||
Management fees - related parties
|
(1,831,500
|
)
|
(1,530,000
|
)
|
||||
Depreciation and amortization
|
(5,812,463
|
)
|
(4,272,809
|
)
|
||||
Operating income
|
$
|
3,145,575
|
$
|
19,969,490
|
||||
Interest and finance costs, net (including related party interest costs) (1)
|
(2,289,115
|
)
|
(1,424,409
|
)
|
||||
Other expenses, net
|
(7,343,592
|
)
|
(1,288
|
)
|
||||
Income taxes
|
(22,906
|
)
|
(87,081
|
)
|
||||
Net (loss)/income and comprehensive (loss)/income from continuing operations, net of taxes
|
$
|
(6,510,038
|
)
|
$
|
18,456,712
|
|||
Net income and comprehensive income from discontinued operations, net of taxes
|
$
|
17,339,332
|
1,519,576
|
|||||
Net income and comprehensive income
|
$
|
10,829,294
|
19,976,288
|
|||||
(Loss)/ Earnings per common share, basic and diluted, continuing operations
|
$
|
(0.07
|
)
|
$
|
0.20
|
|||
Earnings per common share, basic and diluted, discontinued operations
|
$
|
0.18
|
$
|
0.02
|
||||
Earnings per common share, basic and diluted, total
|
$
|
0.11
|
$
|
0.21
|
||||
Weighted average number of common shares outstanding, basic and diluted:
|
94,610,088
|
94,610,088
|
(1) |
Includes interest and finance costs and interest income, if any.
|
|
March 31,
2023
|
December 31,
2022
|
||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
63,091,223
|
$
|
100,593,557
|
||||
Restricted cash
|
1,935,357
|
1,684,269
|
||||||
Due from related parties
|
3,533,737
|
2,437,354
|
||||||
Assets held for sale
|
18,369,707
|
—
|
||||||
Other current assets
|
30,902,652
|
6,762,778
|
||||||
Current assets of discontinued operations
|
—
|
54,763,308
|
||||||
Total current assets
|
117,832,676
|
166,241,266
|
||||||
|
||||||||
NON-CURRENT ASSETS:
|
||||||||
Vessels, net
|
321,094,715
|
343,408,466
|
||||||
Restricted cash
|
7,505,000
|
7,550,000
|
||||||
Due from related parties
|
3,198,586
|
3,514,098
|
||||||
Investment in related party
|
117,319,357
|
—
|
||||||
Other non-currents assets
|
6,371,670
|
9,491,322
|
||||||
Non-Current assets of discontinued operations
|
—
|
102,715,796
|
||||||
Total non-current assets
|
455,489,328
|
466,679,682
|
||||||
Total assets
|
573,322,004
|
632,920,948
|
||||||
|
||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current portion of long-term debt, net
|
24,144,747
|
29,170,815
|
||||||
Debt related to assets held for sale, net
|
9,904,156
|
—
|
||||||
Other current liabilities
|
8,403,669
|
15,671,903
|
||||||
Current liabilities of discontinued operations
|
—
|
6,519,051
|
||||||
Total current liabilities
|
42,452,572
|
51,361,769
|
||||||
NON-CURRENT LIABILITIES:
|
+
|
|||||||
Long-term debt, net
|
96,464,510
|
109,600,947
|
||||||
Non-Current liabilities of discontinued operations
|
—
|
10,463,172
|
||||||
Total non-current liabilities
|
96,464,510
|
120,064,119
|
||||||
Total liabilities
|
138,917,082
|
171,425,888
|
||||||
|
||||||||
SHAREHOLDERS’ EQUITY
|
||||||||
Common shares, $0.001 par value; 1,950,000,000 shares authorized; 94,610,088 shares issued and outstanding as of March 31, 2023 and December 31, 2022
|
94,610
|
94,610
|
||||||
Series B Preferred Shares- 12,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022
|
12
|
12
|
||||||
Additional paid-in capital
|
265,738,721
|
303,658,153
|
||||||
Retained Earnings
|
168,571,579
|
157,742,285
|
||||||
Total shareholders’ equity
|
434,404,922
|
461,495,060
|
||||||
Total liabilities and shareholders’ equity
|
$
|
573,322,004
|
$
|
632,920,948
|
(Expressed in U.S. Dollars)
|
Three months Ended
March 31,
|
|||||||
|
2023
|
2022
|
||||||
Cash Flows (used in)/ provided by Operating Activities of continuing operations:
|
||||||||
Net income
|
$
|
10,829,294
|
$
|
19,976,288
|
||||
Net income from discontinued operations, net of taxes
|
17,339,332
|
1,519,576
|
||||||
Net (loss)/ income from continuing operations, net of taxes
|
(6,510,038
|
)
|
18,456,712
|
|||||
Adjustments to reconcile net (loss)/ income from continuing operations to net cash (used in)/ provided by Operating Activities:
|
||||||||
Depreciation and amortization
|
5,812,463
|
4,272,809
|
||||||
Amortization of deferred finance charges
|
186,151
|
185,994
|
||||||
Amortization of fair value of acquired time charters
|
1,026,959
|
—
|
||||||
Realized gain on sale of equity securities
|
(2,636
|
)
|
—
|
|||||
Unrealized loss on equity securities
|
7,695,588
|
—
|
||||||
Dividend income on equity securities
|
(313,716
|
)
|
—
|
|||||
Dividend income from related party
|
(97,222
|
)
|
—
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable trade, net
|
(195,435
|
)
|
316,042
|
|||||
Inventories
|
180,445
|
(1,935,431
|
)
|
|||||
Due from/to related parties
|
(656,726
|
)
|
(3,795,006
|
)
|
||||
Prepaid expenses and other assets
|
(124,161
|
)
|
(232,941
|
)
|
||||
Other deferred charges
|
51,138
|
(122,806
|
)
|
|||||
Accounts payable
|
(3,595,122
|
)
|
1,108,178
|
|||||
Accrued liabilities
|
(1,382,673
|
)
|
332,041
|
|||||
Deferred revenue
|
(782,933
|
)
|
(949,362
|
)
|
||||
Dry-dock costs paid
|
(1,315,024
|
)
|
(537,430
|
)
|
||||
Net Cash (used in)/provided by Operating Activities from continuing operations
|
(22,942
|
)
|
17,098,800
|
|||||
|
||||||||
Cash flow (used in)/provided by Investing Activities of continuing operations:
|
||||||||
Vessel acquisitions (including time charters acquired) and other vessel improvements
|
(204,763
|
)
|
(22,400,364
|
)
|
||||
Purchase of equity securities
|
(31,742,081
|
)
|
—
|
|||||
Dividends received on equity securities
|
313,716
|
—
|
||||||
Proceeds from sale of equity securities
|
258,999
|
—
|
||||||
Net cash used in Investing Activities from continuing operations
|
(31,374,129
|
)
|
(22,400,364
|
)
|
||||
|
||||||||
Cash flows (used in)/ provided by Financing Activities of continuing operations:
|
||||||||
Common stock issuance expenses
|
—
|
(65,797
|
)
|
|||||
Proceeds from long-term debt
|
—
|
55,000,000
|
||||||
Repayment of long-term debt
|
(8,444,500
|
)
|
(3,409,500
|
)
|
||||
Payment of deferred financing costs
|
(25,178
|
)
|
(700,578
|
)
|
||||
Proceeds received from Toro related to Spin-Off
|
2,570,503
|
—
|
||||||
Net cash (used in)/ provided by Financing Activities from continuing operations
|
(5,899,175
|
)
|
50,824,125
|
|||||
|
||||||||
Cash flows of discontinued operations:
|
||||||||
Net cash provided by /(used in) Operating Activities from discontinued operations
|
20,409,041
|
(4,035,029
|
)
|
|||||
Net cash used in Investing Activities from discontinued operations
|
(153,861
|
)
|
(62,383
|
)
|
||||
Net cash used in Financing Activities from discontinued operations
|
(62,734,774
|
)
|
(850,000
|
)
|
||||
Net cash used in from discontinued operations
|
(42,479,594
|
)
|
(4,947,412
|
)
|
||||
|
||||||||
Net (decrease)/increase in cash, cash equivalents, and restricted cash
|
(79,775,840
|
)
|
40,575,149
|
|||||
Cash, cash equivalents and restricted cash at the beginning of the period
|
152,307,420
|
43,386,468
|
||||||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
72,531,580
|
$
|
83,961,617
|
|
Three Months Ended
March 31,
|
|||||||
(In U.S. dollars, except for Available Days)
|
2023
|
2022
|
||||||
Total vessel revenues
|
$
|
24,468,970
|
$
|
37,810,865
|
||||
Voyage expenses -including commissions from related party
|
(1,277,085
|
)
|
(989,454
|
)
|
||||
TCE revenues
|
$
|
23,191,885
|
$
|
36,821,411
|
||||
Available Days
|
1,980
|
1,796
|
||||||
Daily TCE Rate
|
$
|
11,713
|
$
|
20,502
|
|
Three Months Ended
March 31,
|
|||||||
(In U.S. dollars)
|
2023
|
2022
|
||||||
Net (Loss) / Income from continuing operations, net of taxes
|
$
|
(6,510,038
|
)
|
$
|
18,456,712
|
|||
Depreciation and amortization
|
5,812,463
|
4,272,809
|
||||||
Interest and finance costs, net (including related party interest costs) (1)
|
2,289,115
|
1,424,409
|
||||||
US source income taxes
|
22,906
|
87,081
|
||||||
EBITDA
|
$
|
1,614,446
|
$
|
24,241,011
|
||||
Unrealized loss on equity securities
|
7,695,588
|
—
|
||||||
Adjusted EBITDA
|
$
|
9,310,034
|
$
|
24,241,011
|
(1) |
Includes interest and finance costs and interest income, if any.
|