6-K
Castor Maritime Inc. (CTRM)
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 March 2023
Commission File Number: 001-38802
CASTOR MARITIME INC.
(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 ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On March 7, 2023, Castor Maritime Inc. (the “Company”) completed the spin-off of Toro Corp. (“Toro”). The spin-off was achieved through the Company’s pro rata distribution of all outstanding common shares of Toro to holders of record of the Company’s common shares. Each holder of record of the Company’s common shares received one Toro common share for every ten common shares of the Company held on the record date of February 22, 2022. In lieu of fractional common shares of Toro, the Company’s shareholders will receive cash from the sale of such shares on Nasdaq Capital Market after the distribution. Additional information regarding the spin-off may be found in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 8, 2023.
Attached to this report on Form 6-K as Exhibit 99.1 are the unaudited pro forma consolidated financial statements of the Company as of and for the year ended December 31, 2022, which are presented to illustrate the impact on Castor’s historical consolidated financial results of (i) the contribution by the Company to Toro of all the assets and liabilities (including Elektra Shipping Co., the holding company of the now sold tanker vessel M/T Wonder Arcturus) that comprise the Aframax/LR2 and Handysize tanker segments previously owned and operated by Castor, (ii) the distribution of 100% of the outstanding common shares of Toro to the Company’s common shareholders, and (iii) certain other transactions consummated in connection with the spin-off transaction.
The information contained in this report on Form 6-K and Exhibit 99.1 attached hereto are hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-236331, 333-240262 and 333-254977).
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.
| CASTOR MARITIME INC. | ||
|---|---|---|
| Dated: March 8, 2023 | ||
| By: | /s/ Petros Panagiotidis | |
| Petros Panagiotidis | ||
| Chairman, Chief Executive Officer and | ||
| Chief Financial Officer |
Exhibit 99.1
CASTOR MARITIME INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
On March 7, 2023, Castor Maritime Inc., (“Castor”) completed the previously announced spin-off of its Aframax/LR2 and Handysize tanker segments, which was effected by the distribution of 100% of the outstanding common shares of Toro Corp. (“Toro”) to Castor’s common shareholders (the “Distribution”). Holders of Castor’s common shares received one common share of Toro for every ten common shares of Castor held of record at the close of business on February 22, 2023. Toro is now an independent public company whose common shares trade on the NASDAQ Capital Market under the symbol “TORO”. Castor retained 140,000 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares of Toro, having a stated amount of $1,000 per share and a par value of $0.001 per share.
The following unaudited pro forma consolidated financial information is presented to illustrate the impact on Castor’s historical consolidated financial results of (i) the contribution by Castor to Toro of all the assets and liabilities (including Elektra Shipping Co., the holding company of the now sold tanker vessel M/T Wonder Arcturus) that comprise the Aframax/LR2 and Handysize tanker segments previously owned and operated by Castor, (ii) the Distribution and (iii) certain other transactions consummated in connection with the contribution and Distribution (collectively, the “Spin-Off”). The unaudited pro forma consolidated balance sheet as of December 31, 2022 has been prepared giving effect to the Spin-Off as if the Spin-Off had occurred as of December 31, 2022. The unaudited pro forma consolidated statements of comprehensive income for the year ended December 31, 2022 have been prepared giving effect to the Spin-Off as if the Spin-Off had occurred on January 1, 2022.
The unaudited pro forma consolidated statements of comprehensive income reflect expense allocations made to Toro by Castor of its general and administrative expenses for items such as audit, legal and consultancy services, and other corporate expenses. The general and administrative expenses incurred by Castor have been allocated on a pro rata basis between Castor and Toro within ‘General and administrative expenses’ based on the proportion of the number of ownership days of Toro’s vessels to the total ownership days of Castor’s fleet.
The unaudited pro forma financial information has been derived from the historical annual consolidated financial statements of Castor and Toro, and reflects certain assumptions and adjustments, including the assumptions regarding allocation of general and administrative expenses, that management believes are reasonable under the circumstances and given the information available at this time. The unaudited pro forma financial statements are provided for illustrative and informational purposes only and are not intended to represent or be indicative of what Castor’s financial condition or results of operations would have been had the Spin-Off occurred on the dates indicated. The unaudited pro forma financial statements should not be considered representative of Castor’s future consolidated financial position or consolidated results of operations. The unaudited pro forma consolidated financial information presented below should be read in conjunction with Castor’s “Operating and Financial Review and Prospects” and historical annual condensed consolidated financial statements and corresponding notes thereto included in its annual report on Form 20-F for the year ended December 31, 2022.
CASTOR MARITIME, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of December 31, 2022
(Expressed in U.S. Dollars – except for share data)
| Distribution of Toro | Other Transaction<br><br> <br>Accounting<br><br> <br>Adjustments | Notes | Pro Forma Castor | ||||||
|---|---|---|---|---|---|---|---|---|---|
| ASSETS | |||||||||
| CURRENT ASSETS: | |||||||||
| Cash and cash equivalents | 142,373,151 | (41,779,626 | ) | - | 100,593,525 | ||||
| Restricted Cash | 1,684,269 | - | - | 1,684,269 | |||||
| Accounts receivable trade, net | 13,322,984 | (10,616,573 | ) | - | 2,706,411 | ||||
| Inventories | 2,833,258 | (893,569 | ) | - | 1,939,689 | ||||
| Due from related parties | 2,995,682 | (558,327 | ) | - | 2,437,355 | ||||
| Prepaid expenses and other assets | 2,980,784 | (915,244 | ) | - | 2,065,540 | ||||
| Deferred charges, net | 51,138 | - | - | 51,138 | |||||
| Total current assets | 166,241,266 | (54,763,339 | ) | - | 111,477,927 | ||||
| NON-CURRENT ASSETS: | |||||||||
| Vessels, net | 435,894,644 | (92,486,178 | ) | - | 343,408,466 | ||||
| Restricted cash | 8,250,000 | (700,000 | ) | - | 7,550,000 | ||||
| Due from related parties | 5,222,572 | (1,708,474 | ) | 3,514,098 | |||||
| Prepaid expenses and other assets, non-current | 6,825,999 | (5,199,999 | ) | - | 1,626,000 | ||||
| Investment in related party | - | - | 75,200,000 | (a) | 75,200,000 | ||||
| Deferred charges, net | 7,978,961 | (2,621,145 | ) | - | 5,357,816 | ||||
| Fair value of acquired time charters | 2,507,506 | 2,507,506 | |||||||
| Total non-current assets | 466,679,682 | (102,715,796 | ) | 75,200,000 | (a) | 439,163,886 | |||
| Total assets | 632,920,948 | (157,479,135 | ) | 75,200,000 | (a) | 550,641,813 | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||
| CURRENT LIABILITIES: | |||||||||
| Current portion of long-term debt, net | 31,777,117 | (2,606,302 | ) | - | 29,170,815 | ||||
| Accounts payable | 9,237,447 | (1,643,468 | ) | - | 7,593,979 | ||||
| Due to related parties, current | - | - | - | - | |||||
| Deferred revenue | 2,583,880 | - | - | 2,583,880 | |||||
| Accrued liabilities | 7,763,325 | (2,269,281 | ) | - | 5,494,044 | ||||
| Total current liabilities | 51,361,769 | (6,519,051 | ) | - | 44,842,718 | ||||
| NON-CURRENT LIABILITIES: | |||||||||
| Long-term debt, net | 120,064,119 | (10,463,172 | ) | - | 109,600,947 | ||||
| Total non-current liabilities | 120,064,119 | (10,463,172 | ) | - | 109,600,947 | ||||
| SHAREHOLDERS’ EQUITY: | - | ||||||||
| Common shares, 0.001 par value; 1,950,000,000 shares authorized; 94,610,088 shares issued and outstanding as of December 31, 2022 | 94,610 | - | - | 94,610 | |||||
| Preferred shares, 0.001 par value: 50,000,000 shares authorized: | - | - | - | - | |||||
| Series B Preferred Shares – 12,000 shares issued and outstanding as of December 31, 2022 | 12 | - | - | 12 | |||||
| Additional paid-in capital | 303,658,153 | (92,000,885 | ) | 75,200,000 | (a) | 286,857,268 | |||
| Retained earnings | 157,742,285 | (48,496,027 | ) | - | 109,246,258 | ||||
| Total shareholders’ equity | 461,495,060 | (140,496,912 | ) | 75,200,000 | (a) | 396,198,148 | |||
| Total liabilities and shareholders’ equity | 632,920,948 | (157,479,135 | ) | 75,200,000 | (a) | 550,641,813 |
All values are in US Dollars.
CASTOR MARITIME INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended December 31, 2022
(Expressed in U.S. Dollars – except for share data)
| Historical Castor | Distribution<br><br> <br>of Toro | Other<br><br> <br>Transaction<br><br> <br>Accounting<br><br> <br>Adjustments | Notes | PPro Forma Castor | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REVENUES: | ||||||||||||
| Time charter revenues | 163,872,159 | (13,656,027 | ) | 150,216,132 | ||||||||
| Voyage charter revenues | 51,805,097 | (51,805,097 | ) | - | ||||||||
| Pool revenues | 46,424,742 | (46,424,742 | ) | - | ||||||||
| Total vessel revenues | 262,101,998 | (111,885,866 | ) | 150,216,132 | ||||||||
| EXPENSES: | ||||||||||||
| Voyage expenses (including related party voyage expenses) | (33,040,690 | ) | 29,319,414 | (3,721,276 | ) | |||||||
| Vessel operating expenses | (62,967,844 | ) | 21,708,290 | (41,259,554 | ) | |||||||
| Management fees to related parties | (9,395,900 | ) | 2,833,500 | (6,562,400 | ) | |||||||
| Depreciation and amortization | (25,829,713 | ) | 7,294,476 | (18,535,237 | ) | |||||||
| Provision for doubtful accounts | (266,732 | ) | 266,732 | |||||||||
| General and administrative expenses (including related party general and administrative expenses) | (7,043,937 | ) | 2,093,347 | (4,950,590 | ) | |||||||
| Gain on sale of vessel | 3,222,631 | (3,222,631 | ) | - | ||||||||
| Total expenses | (135,322,185 | ) | 60,293,128 | (75,029,057 | ) | |||||||
| Operating income | 126,779,813 | (51,592,738 | ) | 75,187,075 | ||||||||
| OTHER INCOME / (EXPENSES): | ||||||||||||
| Interest and finance costs | (8,584,054 | ) | 902,572 | (7,681,482 | ) | |||||||
| Interest income | 1,558,103 | (202,612 | ) | 1,355,491 | ||||||||
| Foreign exchange gains | 103,700 | 6,181 | 109,881 | |||||||||
| Dividend on equity securities | 24,528 | - | 24,528 | |||||||||
| Gain on sale of equity securities | 27,450 | - | 27,450 | |||||||||
| Dividend income from related party | - | - | 1,400,000 | (b) | 1,400,000 | |||||||
| Total other expenses, net | (6,870,273 | ) | 706,141 | 1,400,000 | (b) | (4,764,132 | ) | |||||
| Net income and comprehensive income, before taxes | 119,909,540 | (50,886,597 | ) | 1,400,000 | (b) | 70,422,943 | ||||||
| Income taxes | (1,348,850 | ) | 960,181 | (388,669 | ) | |||||||
| Net income and comprehensive income | 118,560,690 | (49,926,416 | ) | 1,400,000 | (b) | 70,034,274 | ||||||
| Earnings per common share, basic | 1.25 | 0.74 | ||||||||||
| Earnings per common share, diluted | 1.25 | 0.74 | ||||||||||
| Weighted average number of common shares, basic | 94,610,088 | 94,610,088 | ||||||||||
| Weighted average number of common shares, diluted | 94,610,088 | 94,610,088 |
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
| (a) | Castor recognized the 140,000 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares of Toro in their fair value in the amount of $75,200,000, represented in “Investment in<br> related party”. |
|---|---|
| (b) | Castor is entitled to receive cumulative cash dividends, at the annual rate of 1.00% on the stated amount of $1,000 per share, of the 140,000 1.00% Series A Fixed Rate Cumulative Perpetual Convertible<br> Preferred Shares of Toro, receivable quarterly in arrears on the 15^th^ day of each January, April, July and October in<br> each year. The receivable dividends amounted to $1,357,222 and $1,400,000 during the years ended December 31, 2021 and 2022, respectively, and are presented in “Dividend income from related party”. |
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