Castor Maritime Inc 6-K, filed Aug 5, 2021
Castor Maritime Inc. (CTRM)
6-K
2021-08-05
For: 2021-06-30
View Original
Added on
April 06, 2026
About this 6-K
Castor Maritime Inc filed this 6-K on August 5, 2021.
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 August 2021
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note:
Regulation S-T Rule 101(b) (1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which
the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a
press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this report on Form 6-K as Exhibit 99.1 are the unaudited consolidated interim financial statements and related Management’s Discussion and Analysis of Financial Condition and Results of Operations of Castor Maritime Inc. (the “Company”) for the
six months ended June 30, 2021.
Attached to this report on Form 6-K as Exhibit 99.2 is a copy of the press release
issued by the Company on August 5, 2021, reporting the Company’s financial results for the three months and six months ended June 30, 2021.
Except for the commentary of Petros Panagiotidis, the information contained in this report on Form 6-K and the exhibits attached hereto are hereby incorporated by reference into the Company's registration statements
on Form F-3 (File Nos. 333-238990, 333-240262 and 333-254977) that were declared effective on September 23, 2020, September 23, 2020 and April 1, 2021, respectively.
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.
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CASTOR MARITIME INC.
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Dated: August 5, 2021
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By:
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/s/ Petros Panagiotidis
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Petros Panagiotidis
Chairman, Chief Executive Officer and
Chief Financial Officer
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Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of the financial condition and results of operations of Castor Maritime Inc. (“Castor”) for the six-month periods ended June 30, 2020 and 2021. Unless otherwise specified herein,
references to the “Company”, “we”, “our” and “us” or similar terms shall include Castor and its wholly owned subsidiaries. You should read the following discussion and analysis together with the unaudited interim condensed consolidated financial
statements and related notes included elsewhere in this report. Amounts relating to percentage variations in period-on-period comparisons shown in this section are derived from such unaudited interim condensed consolidated financial statements. The
following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control
which could cause actual events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements. For additional information relating to our management’s
discussion and analysis of financial conditions and results of operations and a more complete discussion of the risks and uncertainties referenced in the preceding sentence, please see our Annual Report for the
year ended December 31, 2020 (the “2020 Annual Report”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2021. Unless otherwise defined herein, capitalized words and expressions used herein shall have the
same meanings ascribed to them in the 2020 Annual Report.
Business Overview and Fleet Information
We are a growth-oriented global shipping company that was incorporated in the Republic of the Marshall Islands in September 2017 for the purpose of acquiring, owning, chartering and operating oceangoing cargo vessels.
We are a provider of worldwide seaborne transportation services for dry bulk cargo as well as crude oil and refined petroleum products.
We currently operate a fleet of 23 vessels, consisting of 15 dry bulk carriers and 8 tankers with an aggregate cargo carrying capacity of 2.0 million dwt and an average age of 14.0 years (which we refer to throughout
this report as our “Fleet”), and, as of the date of this report, we have agreed to acquire an additional 3 dry bulk vessels from unaffiliated sellers which we expect to take delivery of in the third quarter of 2021. Upon the successful consummation
of our recent vessel acquisitions, our fleet will consist of 26 vessels, with an aggregate capacity of 2.2 million dwt, consisting of 1 Capesize, 7 Kamsarmax and 10 Panamax dry bulk vessels, as well as 1 Aframax, 5 Aframax/LR2 and 2 MR1 tankers.
We intend to continue to explore the market in order to identify potential acquisition targets which will help us grow our fleet and business. Our acquisition strategy has so far focused on secondhand Capesize,
Kamsarmax, and Panamax dry bulk vessels as well as Aframax, Aframax/LR2 and MR1 tanker vessels, although we may acquire vessels in other sizes, age and/or sectors which we believe offer attractive investment opportunities.
Our commercial strategy primarily focuses on deploying our fleet under a mix of (a) period time charters and (b) trip time charters or voyage charters, according to our assessment of market conditions, adjusting the
mix of these charters to take advantage of the stable cash flows and high utilization rates associated with period time charters or to profit from attractive spot charter rates during periods of strong freight market conditions.
Our vessels are technically managed by Pavimar S.A, or Pavimar, a company controlled by Ismini Panagiotidis, the sister of our Chairman, Chief Executive Officer and Chief Financial Officer, Petros Panagiotidis, and,
commercially managed by Castor Ships S.A, or Castor Ships, a company controlled by our Chairman, Chief Executive Officer and Chief Financial Officer.
The following table summarizes key information about our Fleet as of the date of this report:
Owned Vessels:
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Vessel Name
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Vessel Type
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DWT
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Year Built
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Country of Construction
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Delivery date to Castor
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|
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1
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M/V Magic P
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Panamax
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76,453
|
2004
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Japan
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February 2017
|
|
2
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M/V Magic Sun
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Panamax
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75,311
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2001
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Korea
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September 2019
|
|
3
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M/V Magic Moon
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Panamax
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76,602
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2005
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Japan
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October 2019
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|
4
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M/V Magic Rainbow
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Panamax
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73,593
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2007
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China
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August 2020
|
|
5
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M/V Magic Horizon
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Panamax
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76,619
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2010
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Japan
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October 2020
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|
6
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M/V Magic Nova
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Panamax
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78,833
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2010
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Japan
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October 2020
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7
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M/V Magic Orion
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Capesize
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180,200
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2006
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Japan
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March 2021
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8
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M/V Magic Venus
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Kamsarmax
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83,416
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2010
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Japan
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March 2021
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9
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M/V Magic Argo
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Kamsarmax
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82,338
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2009
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Japan
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March 2021
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10
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M/V Magic Twilight
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Kamsarmax
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80,283
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2010
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Korea
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April 2021
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|
11
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M/V Magic Thunder
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Kamsarmax
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83,375
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2011
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Japan
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April 2021
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|
12
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M/V Magic Nebula
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Kamsarmax
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80,281
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2010
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Korea
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May 2021
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13
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M/V Magic Starlight
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Kamsarmax
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81,048
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2015
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China
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May 2021
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14
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M/V Magic Vela
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Panamax
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75,003
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2011
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China
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May 2021
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15
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M/V Magic Eclipse
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Panamax
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74,940
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2011
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Japan
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June 2021
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16
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M/T Wonder Polaris
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Aframax/LR2
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115,341
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2005
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Korea
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March 2021
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17
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M/T Wonder Sirius
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Aframax/LR2
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115,341
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2005
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Korea
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March 2021
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18
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M/T Wonder Vega
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Aframax
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106,062
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2005
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Korea
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May 2021
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19
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M/T Wonder Avior
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Aframax/LR2
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106,162
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2004
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Korea
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May 2021
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20
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M/T Wonder Mimosa
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MR1
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37,620
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2006
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Korea
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May 2021
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21
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M/T Wonder Arcturus
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Aframax/LR2
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106,149
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2002
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Korea
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May 2021
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22
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M/T Wonder Musica
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Aframax/LR2
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106,209
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2004
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Korea
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June 2021
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| 23 | M/T Wonder Formosa | MR1 |
37,562 | 2006 |
Korea |
June 2021 |
Vessels we have agreed to acquire:
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Vessel Type
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DWT
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Year Built
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Country of Construction
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Purchase Price (in million)
|
|
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1
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Kamsarmax
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82,158
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2013
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Japan
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$21.00
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2
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Panamax
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74,940
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2013
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Japan
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$19.06
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3
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Panamax
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76,822
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2014
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Korea
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$21.00
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Recent Developments
Please refer to Note 15 to our unaudited interim condensed consolidated financial statements, included elsewhere herein, for developments that took place after June 30, 2021.
Vessel Acquisitions
Please refer to Note 5 to our unaudited interim condensed consolidated financial statements, included elsewhere herein, for fleet developments that took place during the six months ended June 30, 2021
and further as of the date of this report.
Operating results
Important Measures and Definitions for Analyzing Results of Operations
We believe that important concepts and measures for analyzing trends in our results of operations include the following:
Off-hire. The period our Fleet is unable to perform the services for which it is required under a charter for reasons such as scheduled
repairs, vessel upgrades, dry-dockings or special or intermediate surveys or other unforeseen events.
Dry-docking/Special Surveys. We
periodically dry-dock and/ or perform special surveys on our Fleet for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Our ability to control our dry-docking and special
survey expenses and our ability to complete our scheduled dry-dockings and/or special surveys on time also affects our financial results. Dry-docking and special survey costs are accounted under the deferral method whereby the actual costs incurred
are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due.
Time charter. A time charter is a contract for the use of a
vessel for a specific period of time during which the charterer pays substantially all of the voyage expenses, including port charges, bunker expenses and canal charges. The vessel owner pays the vessel operating expenses, which include crew costs,
provisions, deck and engine stores and spares, lubricants, insurance, maintenance and repairs. The vessel owner is also responsible for each vessel's dry-docking and intermediate and special survey costs. Time charter rates are usually fixed during
the term of the charter. Prevailing time charter rates do fluctuate on a seasonal and year-to-year basis and may be substantially higher or lower from a prior time charter agreement when the subject vessel is seeking to renew the time charter
agreement with the existing charterer or enter into a new time charter agreement with another charterer. Fluctuations in time charter rates are influenced by changes in spot charter rates.
Our results of operations are affected by numerous factors. Important factors that, in our view, have historically impacted our business and that are likely to continue to impact our business, are the following:
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-
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The levels of demand and supply of seaborne cargoes and vessel tonnage in the dry bulk and tanker shipping industries;
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-
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The cyclical nature of the shipping industry in general and its impact on charter rates and vessel values;
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-
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Utilization rates of our Fleet;
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-
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The employment and operation of our Fleet;
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-
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Management of the financial, general and administrative elements involved in the conduct of our business and ownership of our Fleet;
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-
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The performance of our charterers’ obligations under their charter agreements including our charterers ability to make charter payment to us;
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-
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Our ability to maintain solid working relationships with our existing charterers and our ability to increase the number of our charterers through the development of new working relationships;
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-
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The effective and efficient technical management of our Fleet by our Managers including the performance of their suppliers;
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-
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The vetting approvals by oil majors of our commercial and technical managers for the management of our tanker vessels;
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-
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Economic, regulatory, political and governmental conditions that affect shipping and the dry-bulk and tanker industries;
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-
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Dry-docking and special survey costs and duration, both expected and unexpected;
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-
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Our ability to successfully employ our vessels at economically attractive rates and our strategic decisions regarding the employment mix of our Fleet in the voyage, pool and time charter markets, as our
charters expire or are otherwise terminated;
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-
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Our ability to obtain equity and debt financing at acceptable and attractive terms to fund future capital expenditures;
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-
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Our access to capital required to acquire additional ships and/or to implement our business strategy;
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-
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The level of any distribution on all classes of our shares;
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-
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Management of our financial resources, including banking relationships and of the relationships with our various stakeholders;
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-
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Our borrowing levels and the finance costs related to our outstanding debt; and
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-
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Major outbreaks of diseases (such as COVID-19) and governmental responses thereto.
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Employment and operation of our Fleet
A factor that impacts our profitability is the employment and operation of our Fleet. The profitable employment of our Fleet is highly dependent on the levels of demand and supply in the
dry bulk and tanker shipping industries, our commercial strategy including the decisions regarding the employment mix of our Fleet as well as our Managers’ ability to leverage our relationships with existing or potential customers. The effective
operation of our Fleet mainly requires regular maintenance and repair, effective crew selection and training, ongoing supply of our Fleet with the spares and the stores that it requires, contingency response planning, auditing of our
vessels’ onboard safety procedures, arrangements for our vessels’ insurance, chartering of the vessels, training of onboard and on shore personnel with respect to the vessels’ security and security response plans (ISPS), obtaining of ISM
certifications and performing the necessary audit for the vessels within the six months of taking over a vessel and the ongoing performance monitoring of the vessels.
Financial, general and administrative management
The management of financial, general and administrative elements involved in the conduct of our business and ownership of our Fleet, requires us to manage our financial resources, including commercial and investment
banking relationships; the efficient administration of bank accounts; manage the accounting system and records and financial reporting; monitor and ensure compliance with the legal and regulatory requirements affecting our business and assets; and
manage our relationships with our service providers and customers.
Selected financial information
The following tables present our selected unaudited consolidated financial information at the dates and for the periods presented. All amounts are expressed in United States Dollars except for share and per share data.
This information was derived from the unaudited interim condensed consolidated statements for the periods presented included herein. All number of share and earnings per share data in the financial information presented
below have been retroactively adjusted to reflect the reverse stock split effected on May 28, 2021.
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Selected Historical Financial Data
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Six Months Ended
June 30,
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STATEMENT OF INCOME
(In U.S. Dollars, except for share and per share data)
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2020
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2021
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Vessel revenues, net
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$
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5,310,936
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$
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28,762,636
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Voyage expenses (including commissions to related party)
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(259,600
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)
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(941,593
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)
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Vessel operating expenses
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(2,604,336
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)
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(11,266,895
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)
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Depreciation and amortization
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(694,372
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)
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(4,040,601
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)
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Management fees - related parties
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(273,000
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)
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(2,524,500
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)
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General and administrative expenses (including related party)
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(237,636
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)
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(1,459,355
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)
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Operating income
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$
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1,241,992
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$
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8,529,692
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||||
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Interest and finance costs, net (including interest costs to related party)
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(1,633,736
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)
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(840,762
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)
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||||
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Other expenses
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(12,724
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)
|
(12,239
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)
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US Source Income Taxes
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—
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(74,123
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)
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|||||
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Net (Loss)/Income
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$
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(404,468
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)
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$
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7,602,568
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(Loss)/Earnings Per Share (basic and diluted):
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$
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(0.50
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)
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$
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0.10
|
|||
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Weighted average number of shares outstanding, basic:
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802,765
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73,384,422
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||||||
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Weighted average number of shares outstanding, diluted:
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802,765
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76,203,009
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December 31,
2020
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June 30,
2021
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BALANCE SHEET DATA
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Total current assets
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$
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13,564,154
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$
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50,477,706
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||||
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Vessels, net
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58,045,628
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300,516,947
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||||||
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Other non-current assets
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2,761,573
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15,997,848
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||||||
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Total assets
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$
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74,371,355
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$
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366,992,501
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Total current liabilities
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10,903,907
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19,904,443
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||||||
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Long-term debt, net (including current portion, excluding related party)
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13,185,866
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44,274,049
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||||||
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Long-term debt, related party
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5,000,000
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5,000,000
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||||||
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Common stock
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13,121
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93,519
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||||||
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Total shareholders’ equity
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$
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52,383,619
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$
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309,967,419
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Common shares issued and outstanding
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13,121,238
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93,519,255
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Six Months Ended
June 30,
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CASH FLOW DATA
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2020
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2021
|
||||||
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Net cash (used in) /provided by operating activities
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$
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(390,619
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)
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$
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7,212,014
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|||
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Net cash used in investing activities
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(388,635
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)
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(255,124,019
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)
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||||
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Net cash provided by financing activities
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$
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26,974,956
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$
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281,168,137
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Set forth below are selected operational and financial statistical data of our Fleet for each of the six month periods ended June 30, 2020 and 2021 that we believe are useful in better analyzing trends
in our results of operations:
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Selected Historical Operational Data
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Six Months Ended
June 30,
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2020
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2021
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FLEET PERFORMANCE DATA:
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Average number of vessels in operation in period (1)
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3.0
|
11.6
|
||||||
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Age of vessels in operation at end of period
|
16.6
|
13.9
|
||||||
| (1) |
Represents the number of vessels that constituted our Fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our Fleet during the period divided by the number of days in the period.
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Results of Operations
Six months ended June 30, 2021 compared to the six months ended June 30, 2020
Vessel revenues
Vessel revenues, net of charterers’ commissions, increased from $5.3 million in the six months ended June 30, 2020, to $28.8 million in the same period of 2021. This increase was largely driven by the acquisition and
delivery to our fleet of 20 vessels since June 30, 2021. The increase in vessel revenues during the six months ended June 30, 2021 as compared with the same period of 2020 was further underpinned by a stronger dry bulk shipping market resulting in
higher daily net revenues earned on average for our fleet as compared with this earned during the same period of 2020.
Voyage expenses
Voyage expenses increased by $0.6 million, from $0.3 million in the six months ended June 30, 2020, to $0.9 million in the corresponding period of 2021. This increase in voyage expenses is mainly associated with an
increase in brokerage commissions by $0.6 million, commensurate with the above discussed increase in vessel charter revenues.
Vessel operating expenses
The increase in operating expenses by $8.7 million, from $2.6 million in the six-month period ended June 30, 2020 to $11.3 million in same period of 2021 mainly reflect the increase in the number of vessels in our
Fleet.
General and Administrative Expenses
General and administrative expenses in the six months ended June 30, 2020 amounted to $0.2 million, whereas, in the same period of 2021 general and administrative expenses totaled $1.5 million. This increase stemmed
from incurred legal and other corporate fees primarily related to the growth of our company, and the $0.3 million quarterly flat fee we pay Castor Ships with effect from September 1, 2020.
Management fees- related party
Management fees in the six months ended June 30, 2020 amounted to $0.3 million, whereas, in the same period of 2021 management fees totaled $2.5 million. This increase in management fees is primarily due to the
sizeable increase of our fleet following the acquisitions discussed above, resulting in a substantial increase in the total number of calendar days in the period during which we owned our vessels for which our managers charge us with a daily
management fee. Effective September 1, 2020, the daily management fees for the technical management of our fleet by Pavimar, was increased from $500 to $600 per vessel and the daily management fees for the commercial and administrative management of
our fleet by Castor Ships was set to $250 per vessel.
Depreciation and amortization
Depreciation and amortization expenses comprise of vessels’ depreciation and the amortization of vessels’ capitalized dry-dock costs. Depreciation and amortization charges totaled $0.7
million in the six months ended June 30, 2020, as compared to $4.0 million in the six months ended June 30, 2021.
Vessels’ depreciation increased from $0.7 million in the six-months ended June 30, 2020 to $3.7 million in the six-months ended June 30, 2021, reflecting primarily the increase in the size of our Fleet.
Interest and finance costs, net
The decrease by $0.8 million in net interest and finance costs in the six months ended June 30, 2021, as compared with the previous year’s six month period, is mainly the result of having incurred during the six months
ended June 30, 2020, $1.1 million of non-cash recurring and accelerated amortization expenses related to deferred financing costs and to a beneficial conversion feature recognized in connection with our repaid,
as of the same period, $5.0 million convertible debentures.
Significant Accounting Policies
There have been no material changes to our significant accounting policies since December 31, 2020. For a description of our significant accounting policies, see Note 2 to our audited consolidated financial statements
included in our 2020 Annual Report, as supplemented by Note 2 to our interim unaudited consolidated financial statements contained elsewhere in this report.
Liquidity and Capital Resources
We operate in a capital-intensive industry and we expect to finance the purchase of additional vessels and other capital expenditures through a combination of proceeds from equity offerings, borrowings
from debt transactions and cash generated from operations. Our liquidity requirements relate to servicing the principal and interest on our debt, funding capital expenditures and working capital (which includes maintaining the quality of our vessels
and complying with international shipping standards and environmental laws and regulations) and maintaining cash reserves for the purpose of satisfying a certain minimum liquidity restrictions contained in our credit facilities. In accordance with
our business strategy, other liquidity needs may relate to funding potential investments and maintaining cash reserves against fluctuations in operating cash flows. Our funding and treasury activities are intended to maximize investment returns while
maintaining appropriate liquidity.
For the six months ended June 30, 2021, our principal sources of funds were the net proceeds from (i) the issuance of common stock pursuant to the three follow-on direct registered offerings we
conducted in January and April of this year, (ii) the issuance of common stock pursuant to warrant exercises under our then effective warrant schemes, (iii) the incurrence of secured debt as discussed below under "Our Borrowing Activities", (iv) the
issuance of common stock pursuant to sales under our current at-the-market common stock offering program and (v) cash flow from our operations. As of June 30, 2021 and December 31, 2020, we had cash and cash equivalents of $42.7 million and $9.4
million (which includes minimum cash restricted in both periods under our debt agreements). Cash and cash equivalents are primarily held in U.S. dollars.
As of June 30, 2021, we had $50.2 million of gross indebtedness outstanding under our debt agreements, of which $12.5 million matures in the twelve-month period ending June 30, 2022. As of June 30,
2021, we were in compliance with all the financial and liquidity covenants contained in our debt agreements.
Working capital is equal to current assets minus current liabilities. As of June 30, 2021, we had a working capital surplus of $30.6 million as compared to a working capital surplus of $2.7 million as of December 31,
2020. We believe that our current sources of funds and those that we anticipate to internally generate for a period of at least the next twelve months from the date of this report, will be sufficient to fund the operations of our Fleet, meet our
normal working capital requirements and service the principal and interest on our debt.
On November 15, 2018, we entered into a contract to purchase and install ballast water management system (“BWMS”) on our dry bulk carriers, which was further amended on October 20, 2019 and December 8, 2020, to reflect
our vessel acquisitions, as applicable in each period. We completed the BWMS installation on the Magic Sun during the vessel’s scheduled dry-docking which took place
in the fourth quarter of 2020 and the BWTS was put into use during the second quarter of 2021. The BWMS system installations on the Magic P and the Magic Moon were
granted extensions from the third quarter of 2020 to the third quarter of 2022. It is estimated that the contractual obligations related to these purchases as well as purchases on our remaining fleet vessels (where not already installed), excluding
installation costs, will be on aggregate approximately €0.6 million (or $0.7 million on the basis of a Euro/US Dollar exchange rate of €1.0000/$1.1904 as of June 30, 2021), of which $0.01 million are due in 2021 and
$0.69 million are due in 2022. These costs will be capitalized and depreciated over the remainder of the life of each vessel.
During the six months ended June 30, 2021, cash provided by operating activities in the amount of $7.2 million as compared to $0.4 million used in operating activities in the corresponding
period of 2020, which represents an increase in cash provided from operating activities of $7.6 million. This increase is largely associated with expansion of our business and the higher net revenues we earned during the six month period ended June
30, 2021.
Our Borrowing Activities
Please refer to Notes 6 and 15 to our unaudited interim condensed consolidated financial statements, included elsewhere herein, for information regarding our borrowing activities as of June 30, 2021,
and subsequent, as of the date of this report.
Cash Flows
The following table summarizes our net cash flows (used in)/provided from operating, investing and financing activities and our cash, cash equivalents and restricted cash for the six month periods ended June 30, 2020
and 2021:
|
Six months ended June 30,
|
||||||||
|
(in thousands of U.S. Dollars)
|
2020
|
2021
|
||||||
|
Net cash provided by / (used in) operating activities
|
$
|
(390,619
|
)
|
$
|
7,212,014
|
|||
|
Net cash used in investing activities
|
(388,635
|
)
|
(255,124,019
|
)
|
||||
|
Net cash provided by financing activities
|
26,974,956
|
281,168,137
|
||||||
|
Cash, cash equivalents and restricted cash at beginning of period
|
5,058,939
|
9,426,903
|
||||||
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
31,254,641
|
$
|
42,683,035
|
||||
Operating Activities:
Net cash provided by operating activities amounted to $7.2 million for the six-month period ended June 30, 2021, consisting of net income after non-cash items of $11.7 million and a working capital cash decrease of
$4.5 million.
Net cash used in operating activities amounted to $0.4 million for the six-month period ended June 30, 2020, consisting of net income after non-cash items of $1.1 million, offset by a reduction in working capital by
$1.5 million.
The $7.6 million increase, hence, in net cash from operating activities in the six-month period ended June 30, 2021 as compared with the same period of 2020 reflects mainly the increase in net income after non-cash
items.
Investing Activities:
Net cash used in investing activities amounting to $255.1 million for the six-months ended June 30, 2021 mainly reflects the cash outflows associated with the vessel acquisitions we made during the period, as discussed
in more detail under Note 5 of our unaudited interim consolidated financial statements included elsewhere in this report, and the costs paid for the BWMS purchases on the Magic P, Magic Sun and the Magic Vela.
Net cash used in investing activities during the six-months ended June 30, 2020 amounting to $0.4 million, relates to the paid portion of the capitalized expenditures in connection the Magic P partial BWMS installation that was completed during the vessel’s dry-docking in the first quarter of 2020.
Financing Activities:
Net cash provided by financing activities during the six-months ended June 30, 2021 amounting to $281.2 million, relates to (i) the net proceeds raised under our First, Second and Third Registered Direct Equity
Offerings amounting to $157.0 million, (ii) the proceeds from the issuance of stock under our then effective warrant schemes amounting to $83.4 million, (iii) the net proceeds from the issuance of stock pursuant to the ATM Program amounting to $9.8
million, (iv) the $32.6 million net proceeds related to the secured credit facilities that we entered into during the six-months ended June 30, 2021 (as further discussed under Note 5 of the unaudited interim consolidated financial statements
included elsewhere in this report), as offset by (v) $1.6 million of period scheduled principal repayments under our secured credit facilities.
The 2020 six-month period $27.0 million cash inflow from financing activities resulted from (i) the net proceeds raised under our Underwritten Public Offering amounting to
$19.0 million and (ii) the $9.5 million cash proceeds under our $5.0 Million Convertible Debentures and the Chailease Financial Services Facility, that were offset by (i) $1.0 million of scheduled principal repayments under the Alpha Bank Facility
and the Chailease Financial Services Facility and (ii) an aggregate $0.6 million cash outflow related to deferred finance fees payments in the period.
9
F-1
|
CASTOR MARITIME INC.
|
|
UNAUDITED INTERIM CONSOLIDATED BALANCE SHEETS
|
|
December 31, 2020 and June 30, 2021
|
|
(Expressed in U.S. Dollars – except for share data)
|
|
ASSETS
|
December 31,
|
June 30,
|
||||||||||
|
CURRENT ASSETS:
|
Note
|
2020
|
2021
|
|||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||||||
| Restricted Cash |
6 | |||||||||||
|
Accounts receivable trade, net
|
|
|
||||||||||
|
Due from related party
|
3
|
|
|
|||||||||
|
Inventories
|
|
|
||||||||||
|
Prepaid expenses and other assets
|
|
|
||||||||||
|
Deferred charges, net
|
|
|
||||||||||
|
Total current assets
|
|
|
||||||||||
|
NON-CURRENT ASSETS:
|
||||||||||||
|
Vessels, net
|
5
|
|
|
|||||||||
| Advances for vessel acquisitions | 5 |
|||||||||||
|
Restricted cash
|
6
|
|
|
|||||||||
| Due from related party | 3 |
|||||||||||
|
Prepaid expenses and other assets, non-current
|
|
|
||||||||||
|
Deferred charges, net
|
4
|
|
|
|||||||||
|
Total non-current assets
|
|
|
||||||||||
|
Total assets
|
$ | $ | ||||||||||
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||||||
|
CURRENT LIABILITIES:
|
||||||||||||
|
Current portion of long-term debt, net
|
6
|
|
|
|||||||||
|
Current portion of long-term debt, related party
|
3, 6
|
|
|
|||||||||
|
Accounts payable
|
|
|
||||||||||
| Due to related parties, current |
3 |
|||||||||||
|
Deferred revenue, net
|
|
|
||||||||||
|
Accrued liabilities (including $
|
3 |
|
|
|||||||||
|
Total current liabilities
|
|
|
||||||||||
|
Commitments and contingencies
|
9
|
|||||||||||
|
|
||||||||||||
|
NON-CURRENT LIABILITIES:
|
||||||||||||
|
Long-term debt, net
|
6
|
|||||||||||
|
Total non-current liabilities
|
||||||||||||
|
SHAREHOLDERS' EQUITY:
|
||||||||||||
|
Common shares, $
|
7
|
|
|
|||||||||
|
Preferred shares, $
|
7
|
|||||||||||
|
Series A Preferred Shares-
|
7
|
|
||||||||||
|
Series B Preferred Shares –
|
7
|
|
|
|||||||||
|
Additional paid-in capital
|
|
|
||||||||||
|
(Accumulated deficit)/ Retained earnings
|
(
|
)
|
|
|||||||||
|
Total shareholders' equity
|
|
|
||||||||||
|
Total liabilities and shareholders' equity
|
$ |
$
|
|
|||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-2
|
CASTOR MARITIME INC.
|
|
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
For the six months ended June 30, 2020 and 2021
|
|
(Expressed in U.S. Dollars – except for share data)
|
|
|
Six months ended June 30,
|
|||||||||||
|
|
Note
|
2020
|
2021
|
|||||||||
|
REVENUES:
|
||||||||||||
|
Vessel revenues (net of commissions to charterers of $
|
11 |
$
|
|
$
|
|
|||||||
|
Total revenues
|
|
|
||||||||||
|
EXPENSES:
|
||||||||||||
|
Voyage expenses (including $
|
3,12
|
(
|
)
|
(
|
)
|
|||||||
|
Vessel operating expenses
|
12
|
(
|
)
|
(
|
)
|
|||||||
|
Management fees to related parties
|
3
|
(
|
)
|
(
|
)
|
|||||||
|
Depreciation and amortization
|
4,5
|
(
|
)
|
(
|
)
|
|||||||
|
General and administrative expenses (including $
|
13
|
( |
) | ( |
) | |||||||
|
Total expenses
|
( |
) |
(
|
)
|
||||||||
|
Operating income
|
|
|
||||||||||
|
OTHER INCOME/ (EXPENSES):
|
||||||||||||
|
Interest and finance costs (including $
|
3,6, 14
|
(
|
)
|
(
|
)
|
|||||||
|
Interest income
|
|
|
||||||||||
|
Foreign exchange losses
|
(
|
)
|
(
|
)
|
||||||||
|
Total other expenses, net
|
(
|
)
|
(
|
)
|
||||||||
|
Net (loss)/income and comprehensive (loss)/income, before taxes
|
$
|
(
|
)
|
$
|
|
|||||||
| US Source Income Taxes |
( |
) | ||||||||||
| Net (loss)/income and comprehensive (loss)/income |
$ | ( |
) | $ | ||||||||
|
(Loss)/ Earnings per common share, basic and diluted
|
10
|
$ | ( |
) |
$
|
|
||||||
|
Weighted average number of common shares, basic
|
|
|
||||||||||
| Weighted average number of common shares, diluted | ||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-3
|
CASTOR MARITIME INC.
|
|
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the six months ended June 30, 2020 and 2021
|
|
(Expressed in U.S. Dollars – except for share data)
|
|
|
Number of shares issued
|
|||||||||||||||||||||||||||
|
|
Common
shares
|
Preferred
A shares
|
Preferred
B shares
|
Par
Value of
Shares
issued
|
Additional
Paid-in
capital |
Retained earnings
/(Accumulated Deficit)
|
Total
Shareholders' Equity
|
|||||||||||||||||||||
|
Balance, December 31, 2019
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| - Issuance of common stock pursuant to the $ |
— | — | ||||||||||||||||||||||||||
| - Issuance of common stock pursuant to the June Equity Offering, net of issuance costs (Note 7) |
— | — | ||||||||||||||||||||||||||
| - Beneficial conversion feature pursuant to the issuance of the $ |
— | — | — | |||||||||||||||||||||||||
|
-Net loss
|
—
|
—
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
|
Balance, June 30, 2020
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Balance, December 31, 2020
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
|
- Issuance of
common stock pursuant to the registered direct offerings (Note 7)
|
|
—
|
—
|
|
|
|
|
|||||||||||||||||||||
|
- Issuance of common stock pursuant to warrant exercises (Note 7)
|
|
—
|
—
|
|
|
|
|
|||||||||||||||||||||
|
- Issuance of common stock pursuant to the ATM Program (Note 7)
|
|
—
|
—
|
|
|
|
|
|||||||||||||||||||||
|
-Net income
|
—
|
—
|
—
|
|
|
|
|
|||||||||||||||||||||
|
Balance, June 30, 2021
|
|
|
|
|
|
|
|
|||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-4
|
CASTOR MARITIME INC.
|
|
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2020 and 2021 (Expressed in U.S. Dollars)
|
|
|
Note |
Six months ended June 30,
|
||||||||||
|
|
2020
|
2021
|
||||||||||
|
Cash Flows (used in)/provided by Operating Activities:
|
||||||||||||
|
Net (loss)/income
|
$
|
(
|
)
|
$
|
|
|||||||
|
Adjustments to reconcile net (loss)/income to net cash (used in)/provided by Operating activities:
|
||||||||||||
|
Vessels' depreciation and amortization of deferred dry-docking costs
|
4,5
|
|
|
|||||||||
|
Amortization and write-off of deferred finance charges
|
14
|
|
|
|||||||||
|
Amortization of other deferred charges
|
|
|
||||||||||
|
Deferred revenue amortization
|
(
|
)
|
(
|
)
|
||||||||
|
Interest settled in common stock
|
|
|
||||||||||
|
Amortization and write-off of convertible notes beneficial conversion feature
|
|
|
||||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accounts receivable trade
|
(
|
)
|
(
|
)
|
||||||||
|
Inventories
|
(
|
)
|
(
|
)
|
||||||||
|
Due from/to related parties
|
|
(
|
)
|
|||||||||
|
Prepaid expenses and other assets
|
(
|
)
|
(
|
)
|
||||||||
|
Dry-dock costs paid
|
(
|
)
|
(
|
)
|
||||||||
| Other deferred charges |
( |
) | ||||||||||
|
Accounts payable
|
(
|
)
|
|
|||||||||
|
Accrued liabilities
|
(
|
)
|
|
|||||||||
|
Deferred revenue
|
(
|
)
|
|
|||||||||
|
Net Cash (used in)/provided by Operating Activities
|
(
|
)
|
|
|||||||||
|
|
||||||||||||
|
Cash flow used in Investing Activities:
|
||||||||||||
|
Vessel acquisitions and other vessel improvements
|
5
|
(
|
)
|
(
|
)
|
|||||||
| Advances for vessel acquisitions |
5 | ( |
) | |||||||||
|
Net cash used in Investing Activities
|
(
|
)
|
(
|
)
|
||||||||
|
|
||||||||||||
|
Cash flows provided by Financing Activities:
|
||||||||||||
|
Gross proceeds from issuance of common stock and warrants
|
7
|
|
|
|||||||||
|
Common stock issuance expenses
|
(
|
)
|
(
|
)
|
||||||||
|
Proceeds from long-term debt
|
6
|
|
|
|||||||||
|
Repayment of long-term debt
|
6
|
(
|
)
|
(
|
)
|
|||||||
|
Payment of deferred financing costs
|
(
|
)
|
(
|
)
|
||||||||
|
Net cash provided by Financing Activities
|
|
|
||||||||||
|
|
||||||||||||
|
Net increase in cash, cash equivalents, and restricted cash
|
|
|
||||||||||
|
Cash, cash equivalents and restricted cash at the beginning of the period
|
|
|
||||||||||
|
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
|
$
|
|
||||||||
|
|
||||||||||||
|
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
||||||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||||||
|
Restricted cash
|
|
|
||||||||||
|
Cash, cash equivalents, and restricted cash
|
$
|
|
$
|
|
||||||||
|
|
||||||||||||
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||||||
|
Cash paid for interest
|
|
|
||||||||||
|
Shares issued in connection with the settlement of the $
|
|
|
||||||||||
|
Unpaid capital raising costs (included in Accounts payable and Accrued Liabilities)
|
|
|
||||||||||
|
Unpaid vessel acquisition and other vessel improvement costs (included in Accounts payable and Accrued liabilities)
|
|
|
||||||||||
| Unpaid advances for vessel acquisitions (included in Accounts payable and Accrued Liabilities) |
||||||||||||
| Unpaid deferred dry-dock costs (included in Accounts payable and Accrued liabilities) |
||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-5
CASTOR MARITIME INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 1. |
Basis of Presentation and General
information:
|
Castor
Maritime Inc. (“Castor”) was incorporated in September 2017 under the laws of the Republic of the Marshall Islands. The accompanying consolidated financial statements include the accounts of Castor and its wholly-owned subsidiaries (collectively, the “Company”).
The Company is engaged in the worldwide transportation of ocean-going cargoes through its vessel-owning subsidiaries. On December 21,
2018, Castor’s common shares began trading on the Norwegian OTC and on February 11, 2019, they began trading on the Nasdaq Capital Market, or Nasdaq, under the symbol “CTRM”. As of June 30, 2021, Castor was controlled by Thalassa Investment Co. S.A. (“Thalassa”) by virtue of the 100 % Series B preferred shares owned by it and, as a result, could control the outcome of matters on which shareholders are entitled to vote. Thalassa
is controlled by Petros Panagiotidis, the Company's Chairman, Chief Executive Officer and Chief Financial Officer.
Pavimar
S.A., a corporation incorporated under the laws of the Republic of the Marshall Islands (“Pavimar”), a related party controlled by the sister of Petros Panagiotidis, Ismini Panagiotidis, provides technical, crew and operational management services to the Company.
Castor
Ships S.A., a corporation incorporated under the laws of the Republic of the Marshall Islands (“Castor Ships”), a related party controlled by the Company’s Chairman, Chief Executive Officer and Chief Financial Officer, manages overall the Company’s business and provides commercial shipmanagement, chartering and administrative
services to the Company.
As of June 30, 2021, the Company owned a diversified fleet of 23 vessels, with a combined carrying capacity of 2.0 million
dwt, consisting of 1 Capesize, 6
Kamsarmax and 8 Panamax dry bulk vessels, as well as 1 Aframax, 5 Aframax/LR2 and 2 MR1 tankers. Details of the Company’s vessel owning subsidiary companies as of June 30, 2021 are listed below.
Vessel owning
subsidiaries consolidated:
|
Company
|
Country of incorporation
|
Vessel Name
|
DWT
|
Year Built
|
Delivery date to Castor
|
|||||
|
Spetses Shipping Co. (“Spetses”)
|
|
|
|
|
|
|||||
|
Bistro Maritime Co. (“Bistro”)
|
|
|
|
|
|
|||||
|
Pikachu Shipping Co. (“Pikachu”)
|
|
|
|
|
|
|||||
| Bagheera Shipping Co. (“Bagheera”) | ||||||||||
| Pocahontas Shipping Co. (“Pocahontas”) | ||||||||||
| Jumaru Shipping Co. (“Jumaru”) | ||||||||||
| Super Mario Shipping Co. (“Super Mario”) | |
|
||||||||
| Pumba Shipping Co. (“Pumba”) | ||||||||||
| Kabamaru Shipping Co. (“Kabamaru”) | ||||||||||
| Luffy Shipping Co. (“Luffy”) | ||||||||||
| Liono Shipping Co. (“Liono”) | ||||||||||
| Stewie Shipping Co. (“Stewie”) | |
|||||||||
| Snoopy Shipping Co. (“Snoopy”) | ||||||||||
| Mulan Shipping Co. (“Mulan”) | ||||||||||
| Cinderella Shipping Co. (“Cinderella”) | ||||||||||
| Rocket Shipping Co. (“Rocket”) | ||||||||||
| Gamora Shipping Co. (“Gamora”) | ||||||||||
| Starlord Shipping Co. (“Starlord”) | ||||||||||
| Hawkeye Shipping Co. (“Hawkeye”) | ||||||||||
| Elektra Shipping Co. (“Elektra”) | ||||||||||
| Vision Shipping Co. (“Vision”) | |
|
|
|
||||||
| Colossus Shipping Co. (“Colossus”) | ||||||||||
| Xavier Shipping Co. (“Xavier”) |
|
|||||||||
F-6
CASTOR MARITIME INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
|
1.
|
Basis of Presentation and General information (continued):
|
The accompanying unaudited interim condensed consolidated financial statements include the accounts of Castor and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These statements and the accompanying notes should be read in conjunction with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed with the SEC on March 30, 2021 (the “2020 Annual Report”).
These
unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments
considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six-month period ended June 30, 2021 are not necessarily indicative of the
results that might be expected for the fiscal year ending December 31, 2021.
| 2. |
Significant Accounting Policies and
Recent Accounting Pronouncements:
|
A discussion of the Company's significant
accounting policies can be found in the consolidated financial statements for the year ended December 31, 2020, included in the Company’s 2020 Annual Report. Apart from the below, there have been no material changes to these policies in the six-month
period ended June 30, 2021.
New significant accounting policies adopted
during the six months ended June 30, 2021
Segment Reporting
The Company reports financial information and evaluates its operations by charter revenues and not by the length, type of vessel or type of ship employment for its customers,
i.e. time or voyage charters. The Company does not use discrete financial information to evaluate the operating results for each such type of charter or vessel. Although revenue can be identified for these types of charters or vessels, management
cannot and does not identify expenses, profitability or other financial information for these various types of charters or vessels. As a result, management, including the chief operating decision
maker, reviews operating results solely by revenue per day and operating results of the fleet, and thus the Company has determined that it operates as one
reportable segment. Furthermore, when the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographic information is impracticable.
Recent Accounting Pronouncements
There are no recent accounting pronouncements the adoption of which are expected to have a material effect on the Company’s unaudited interim consolidated
condensed financial statements in the current period.
F-7
CASTOR MARITIME INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 3. |
Transactions with Related Parties:
|
During the six month
periods ended June 30, 2020 and 2021, the Company incurred the following charges in connection with related party transactions, which are included in the accompanying unaudited interim condensed consolidated statements of comprehensive income/
(loss):
|
|
Six months ended
June 30,
|
Six months ended
June 30,
|
||||||
|
|
2020
|
2021
|
||||||
|
Management fees-related parties
|
||||||||
|
Management fees – Pavimar (a)
|
$
|
|
$
|
|
||||
| Management fees – Castor Ships (c) | ||||||||
|
|
||||||||
|
Included in Voyage expenses
|
||||||||
|
Charter hire commissions – Castor Ships (c)
|
$
|
|
$
|
|
||||
|
|
||||||||
|
Included in Interest and finance costs
|
||||||||
|
Interest expenses (b) – Thalassa
|
$
|
|
$
|
|
||||
| Included in General and administrative expenses | ||||||||
| Administration fees – Castor Ships (c) | $ | $ |
||||||
| Included in Vessels’ cost | ||||||||
| Sale & purchase commission – Castor Ships (c) | $ | $ |
||||||
As of December 31, 2020
and June 30, 2021, balances with related parties consisted of the following:
|
|
December 31, 2020
|
June 30, 2021
|
||||||
|
Assets:
|
||||||||
|
Working capital advances granted to Pavimar (a) – current
|
$
|
|
$
|
|
||||
| Working capital advances granted to Pavimar (a) – non-current | ||||||||
|
Liabilities:
|
||||||||
|
Related party debt (b) – Thalassa
|
$
|
|
$
|
|
||||
| Accrued loan interest (b) – Thalassa | ||||||||
| Voyage commissions & management fees due to Castor Ships (c) |
||||||||
| Management fees due to Pavimar (a) |
||||||||
| (a) |
Pavimar:
|
Each of the Company’s ship-owning subsidiaries have entered into separate vessel management agreements with Pavimar, a company controlled by Ismini Panagiotidis, the sister of Petros
Panagiotidis (see Note 1). Pursuant to the terms of the management agreements, Pavimar provides the Company with a wide range of shipping services, including crew management, technical management, operational employment management, insurance
arrangements, provisioning, bunkering, vessel accounting and audit support services, in exchange for a daily fee. During the six month period ended June 30,
2020, the Company’s vessels then comprising its fleet were charged with a daily management fee of $500 per day per vessel.
F-8
CASTOR MARITIME INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
|
3.
|
Transactions with Related Parties (continued):
|
On September 1, 2020, the Company’s then shipowning subsidiaries entered into revised
shipmanagement agreements with Pavimar which replaced the then existing shipmanagement agreements in their entirety (the “Technical Management Agreements”). Pursuant to the Technical Management Agreements, effective September 1, 2020, Pavimar
provides the Company’s shipowning subsidiaries with the range of technical, crewing, insurance and operational services stipulated in the previous agreements in exchange for which Pavimar is now paid a daily fee of $600 per vessel, which shall be also subject to an annual review on their anniversary date.
The Technical Management Agreements have a term of five years and such
term automatically renews for a successive five year term on each anniversary of their effective date, unless the agreements are terminated earlier in accordance with the
provisions contained therein. In the event that the Technical Management Agreements are terminated by the ship-owning subsidiaries other than by reason of default by Pavimar, a termination fee equal to four times the total amount of the daily management fee calculated on an annual basis shall be payable from the ship-owning subsidiaries to Pavimar.
As of June 30, 2021, Pavimar has subcontracted the technical management of three
of the Company’s dry bulk vessels and eight of its tanker vessels to third-party ship-management companies. These third-party management
companies provide technical management to the respective vessels for a fixed annual fee which is paid by Pavimar at its own expense. In connection with the subcontracting services rendered by the third-party ship-management companies, the Company
has as of June 30, 2021 paid Pavimar working capital guarantee deposits aggregating the amount of $1,362,646 , of which $258,252 are included in Due from related party, current and $1,104,394 are presented in Due from related party, non-current in the accompanying unaudited interim consolidated balance sheets.
During the six months ended June 30, 2020 and 2021, the Company incurred management fees under the Technical Management Agreements amounting to $273,000 and $1,782,000 , respectively, which are separately presented in Management fees to related parties in the accompanying unaudited interim
condensed consolidated statements of comprehensive income/(loss).
In addition, Pavimar and its subcontractor third-party managers make payments for operating expenses
with funds paid in advance from the Company to Pavimar. As of December 31, 2020 and June 30, 2021, amounts of $1,559,132 and $1,573,059 , respectively, were due from Pavimar in relation to these working capital advances granted to it, net of payments
made by Pavimar on behalf of the Company vessels.
(b) Thalassa:
$5.0 Million Term Loan Facility
Details of the Company’s loan agreement
with Thalassa are discussed in Note
3 of the consolidated financial statements for the year ended December 31, 2020,
included in the Company’s 2020 Annual Report.
During the six months ended June 30, 2020 and 2021, the Company incurred interest costs in connection with the $5.0 million unsecured term loan with Thalassa (the “$5.0 Million Term Loan
Facility”) amounting to $151,667 and $150,833 , which are included in Interest and finance costs in the accompanying unaudited interim consolidated statements of comprehensive
income/(loss).
As of June 30, 2021, no amounts were prepaid under the $5.0
Million Term Loan Facility.
F-9
CASTOR MARITIME INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
|
3.
|
Transactions with Related Parties (continued):
|
(c) Castor Ships:
On September 1, 2020, the Company and its shipowning subsidiaries entered into a master management agreement (the “Master Agreement”) with Castor Ships. Pursuant to the terms of the Master Agreement each of the Company’s shipowning subsidiaries also entered into separate commercial shipmanagement agreements with Castor Ships (the “Commercial Shipmanagement Agreements” and together with the Master Agreement, the “Castor Ships Management Agreements”). Under the terms of the Castor Ships Management Agreements, Castor Ships manages overall the Company’s business and provides commercial shipmanagement, chartering and administrative services, including, but not limited to, securing employment for the Company’s fleet, arranging and supervising the vessels’ commercial operations, handling all the Company’s vessel sale and purchase transactions, undertaking related shipping project and management advisory and support services, as well as other associated services requested from time to time by the Company and its shipowning subsidiaries. In exchange for these services, the Company and its subsidiaries pay Castor Ships (i) a flat quarterly management fee in the amount of $
The Castor Ships Management Agreements have a term of
During the six month period ended June 30, 2021, the Company incurred (i) management fees amounting to $
| 4. |
Deferred charges, net:
|
The movement in
deferred dry-docking costs, net in the accompanying unaudited interim consolidated balance sheets, is as follows:
|
|
Dry-docking
costs
|
|||
|
Balance December 31, 2020
|
$
|
|
||
|
Additions
|
|
|||
|
Amortization
|
(
|
)
|
||
|
Balance June 30, 2021
|
$
|
|
||
On November 27, 2020, the Magic Moon commenced its scheduled dry-dock
which was completed on January 13, 2021 and, on May 11, 2021 the Magic Rainbow commenced its scheduled dry-dock
which was completed on June 7, 2021. The Wonder Mimosa was undergoing dry-dock as of
June 30, 2021. Amortization of deferred dry-docking costs is included in Depreciation and amortization in the accompanying unaudited interim condensed consolidated statements of comprehensive income/(loss).
F-10
CASTOR MARITIME INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 5. |
Vessels, net/ Advances for vessel acquisitions:
|
(a) Vessels, net:
The amounts in the accompanying unaudited interim consolidated balance sheets are analyzed as follows:
|
Vessel Cost
|
Accumulated depreciation
|
Net Book Value
|
||||||||||
|
Balance December 31, 2020
|
|
(
|
)
|
|
||||||||
|
— Acquisitions, improvements and other vessel costs
|
|
—
|
|
|||||||||
|
— Transfers from Advances for vessel acquisitions
|
|
— |
|
|||||||||
|
— Period depreciation
|
— |
(
|
)
|
(
|
)
|
|||||||
|
Balance June 30, 2021
|
|
(
|
)
|
|
||||||||
Vessel Acquisitions and other Capital Expenditures:
During the six month period ended June 30, 2021, the
Company agreed to acquire 12 dry bulk carriers and 8 tanker vessels for an aggregate cash consideration of $303.7 million (the
“2021 Vessel Acquisitions”). Of the 2021 Vessel Acquisitions, 17 were concluded during the six months ended June 30, 2021, whereas, the remaining are expected to be concluded in the third quarter of 2021. The concluded acquisitions were
financed in their entirety with cash on hand. Details regarding the 2021 Vessel Acquisitions delivered as of June 30, 2021,
are discussed below.
On January 20, 2021, the Company, through Pumba, entered into an agreement to purchase
a 2006 Japanese-built Capesize dry bulk carrier, the Magic Orion, from an unaffiliated third party for a purchase price of $17.5 million. The Magic Orion was delivered to the Company on March 17, 2021.
On January 28, 2021, the Company, through Super Mario, entered into an agreement to purchase a 2010 Japanese-built Kamsarmax dry bulk
carrier, the Magic Venus, from an unaffiliated third party
for a purchase price of $15.89 million. The Magic Venus was delivered to the Company on March 2, 2021.
On February 2, 2021, the Company, through Kabamaru, entered into an agreement to purchase a 2009 Japanese-built Kamsarmax dry bulk carrier,
the Magic Argo, from an unaffiliated third party for a
purchase price of $14.5 million. The Magic Argo was delivered to the Company on March 18, 2021.
On February 5, 2021, the Company, through Rocket and Gamora, entered into agreements to purchase two 2005 Korean-built Aframax LR2 tankers, the Wonder Polaris and the Wonder Sirius, for an aggregate purchase price of $27.2 million from an unaffiliated third-party seller. The Wonder Polaris and the Wonder Sirius were delivered to the Company on March 11, 2021 and March 22, 2021, respectively.
On February 18, 2021, the Company, through Luffy, entered into an agreement to purchase a 2010 Korean-built Kamsarmax dry bulk carrier, the Magic Twilight, from an unaffiliated third party for a purchase price of
$14.8 million. The Magic
Twilight was delivered to the Company on April 9, 2021.
On March 9, 2021, the Company, through Snoopy, entered into an agreement to purchase a 2010 Korean-built Kamsarmax dry bulk carrier, the Magic Nebula, from an unaffiliated third party for a purchase price of $15.5 million. The Magic Nebula was delivered to the Company on May 20, 2021.
F-11
CASTOR MARITIME INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
|
5.
|
Vessels, net/ Advances for vessel acquisitions (continued):
|
On March 11, 2021, the Company, through Liono, entered into an agreement to purchase a 2011 Japanese-built Kamsarmax dry bulk carrier, the Magic Thunder, from an unaffiliated third party for a purchase price of $16.9 million. The Magic Thunder was delivered to the Company on April 13, 2021.
On April 9, 2021, the Company, through Cinderella, entered into an agreement to purchase a 2011 Japanese-built Panamax dry bulk carrier, the Magic Eclipse, from an unaffiliated third party for a purchase price of $18.5 million. The Magic Eclipse was delivered to the Company on June 7, 2021.
On April 15, 2021, the Company, through Mulan, entered into an agreement to purchase a 2015 Chinese-built Kamsarmax dry bulk carrier, the Magic Starlight, from an unaffiliated third party for a purchase price of
$23.5 million. The Magic
Starlight was delivered to the Company on May 23, 2021.
On April 16, 2021, the Company, through Starlord, entered into an agreement to purchase a 2005 Korean-built Aframax tanker, the Wonder Vega, from an unaffiliated third party for a purchase price of $14.8 million. The Wonder Vega was delivered to the Company on May 21, 2021.
On April 27, 2021, the Company, through Stewie, entered
into an agreement to purchase a 2011 Chinese-built Panamax dry bulk carrier, the Magic Vela, from an unaffiliated third party for a purchase price of $14.5 million. The Magic Vela was delivered to the Company on May 12, 2021.
On April 29, 2021, the Company, through Vision, Xavier, Hawkeye, Colossus and Elektra,
entered into separate agreements for the en bloc acquisition from an unaffiliated third party of a tanker fleet comprising of two 2006 Korean-built MR1 tankers, two 2004 Korean-built Aframax/LR2
tankers and one 2002 Korean-built Aframax/LR2 tanker for an aggregate purchase price
of $49.3 million. The Wonder Avior, Wonder Mimosa,
Wonder Arcturus, Wonder Musica and Wonder Formosa were
delivered to the Company on May 27, May 31, May 31, June 15 and June 22, 2021, respectively.
During the six months ended June 30,
2021, the Company incurred aggregate vessel improvement costs of $0.9 million related to (i) the partial installation of a ballast
water management system (“BWMS”) on the Wonder Mimosa that was undergoing dry dock as of June 30, 2021, and (ii) the $349,287 consideration paid for the already installed BWMS of the Magic Vela upon completion of its acquisition from the Company.
As of June 30, 2021, 8
of the 23 vessels in the Company’s fleet having an aggregate carrying value of $75,644,907 were first priority mortgaged as collateral to their loan facilities (Note 6).
(b) Advances for vessel acquisitions
The amounts in the accompanying unaudited interim consolidated balance sheets are analyzed as follows:
|
Vessel Cost
|
||||
|
Balance December 31, 2020
|
$
|
|
||
|
— Advances for vessel acquisitions and other vessel pre-delivery costs
|
|
|||
|
—Transfer to Vessels, net (a)
|
(
|
)
|
||
|
Balance June 30, 2021
|
$
|
|
||
During the six months ended June 30, 2021, the Company took delivery of a number of the vessels discussed under (a) above and, hence, advances paid in the period for these vessels
were transferred from Advances for vessel acquisitions to Vessels, net.
F-12
CASTOR MARITIME INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 6. |
Long-Term Debt:
|
The amount of long-term debt (including related party debt discussed under Note 3) shown in the accompanying unaudited interim consolidated balance sheet of June 30, 2021, is analyzed as follows:
|
|
|
Year/Period Ended
|
|||||||
| Loan facilities |
Borrowers- Issuers
|
December 31,
2020
|
June 30,
2021
|
||||||
|
$
|
|
$
|
|
$
|
|
||||
|
$
|
|
|
|
||||||
| $ |
|||||||||
| $ |
|||||||||
|
Total long-term debt
|
|
$
|
|
$
|
|
||||
|
Less: Deferred financing costs
|
|
(
|
)
|
(
|
)
|
||||
|
Total long-term debt, net of deferred finance costs
|
|
$
|
|
|
|||||
|
|
|
||||||||
|
Presented:
|
|
||||||||
|
Current portion of long-term debt
|
|
$
|
|
$
|
|
||||
|
Less: Current portion of deferred finance costs
|
|
(
|
)
|
(
|
)
|
||||
|
Current portion of long-term debt, net of deferred finance costs
|
|
$
|
|
$
|
|
||||
|
|
|
||||||||
|
Non-Current portion of long-term debt
|
|
|
|
||||||
|
Less: Non-Current portion of deferred finance costs
|
|
(
|
)
|
(
|
)
|
||||
|
Non-Current portion of long-term debt, net of deferred finance costs
|
|
$
|
|
$
|
|
||||
|
|
|
||||||||
|
Debt instruments from related party
|
|
||||||||
|
$
|
|
|
|
||||||
|
Total long-term debt from related party, current
|
|
$
|
|
$
|
|
||||
| a. |
$
|
Details of the
Company’s $11.0 million senior secured credit facility with Alpha Bank A.E, or the $11.0 Million Term Loan Facility, are discussed in (Note 6) of the consolidated financial statements for the year ended December 31, 2020, included in the Company’s 2020 Annual
Report.
| b. |
$
|
Details of the Company’s $4.5 million senior secured credit facility with Chailease International Financial Services Co. Ltd., or the $4.5 Million Term Loan Facility, are discussed in
(Note 6) of the consolidated financial statements for the year ended December 31, 2020, included in the Company’s 2020 Annual Report.
F-13
CASTOR MARITIME INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
|
6.
|
Long-Term Debt (continued):
|
| c. |
$ |
On January 22, 2021, pursuant to the terms of a credit agreement, Pocahontas and Jumaru, the Company’s wholly-owned subsidiaries, entered into a $15.3 million senior secured term loan facility with Hamburg Commercial Bank AG, or the $15.3
Million Term Loan Facility. The loan was drawn down on January 27, 2021, is repayable in sixteen (16 ) equal quarterly installments of $471,000 each, plus a balloon installment in the amount of $7.8
million payable at maturity and bears interest at a margin plus LIBOR per annum. The facility contains a standard security package including first preferred mortgages on the vessels, pledge of bank accounts, charter assignments, shares pledge and a
general assignment over the vessels' earnings, insurances and any requisition compensation in relation to the vessels owned by the borrowers, and is guaranteed by the Company. Pursuant to the terms of the $15.3 Million Term Loan Facility, the Company is also subject to a certain minimum liquidity restriction requiring the borrowers to maintain a certain credit balance with the
lender (the “Minimum Liquidity Accounts”), to maintain and gradually fund certain dry-dock reserve accounts (the “Dry-dock Reserve Accounts”) in order to ensure the payment of any costs incurred in relation to the next dry-docking of each mortgaged
vessel, as well as to certain customary, for this type of facilities, negative covenants. The credit agreement governing the $15.3
Million Term Loan Facility also requires maintenance of a minimum security cover ratio being the aggregate amount of (i) the fair market value of the collateral vessels, (ii) the value of the Minimum Liquidity Accounts, (iii) the value of the
Dry-dock Reserve Accounts and (iv) any additional security provided, over the aggregate principal amount outstanding of the loan.
The $15.3 Million
Term Loan Facility net proceeds were used to fund the 2021 Vessel Acquisitions (Note 5(a)) and for general corporate purposes.
| d. |
$ |
On April 27, 2021, the Company, through Rocket and Gamora, its
wholly-owned subsidiaries owning the Wonder Sirius and the Wonder Polaris (the
“Borrowers”), entered into a $18.0 million senior secured term loan facility with Alpha Bank A.E., or the $18.0 Million Term Loan Facility. The facility was drawn down on May 7, 2021. The $18.0 Million Term Loan Facility has a term of four years from the drawdown
date, bears interest at a margin over LIBOR per annum and is repayable in (a) sixteen (16 ) quarterly installments (1 to 4 in the amount of $850,000 and 5 to 16 in the amount of $675,000 )
and (b) a balloon installment in the amount of $6.0 million payable at maturity. The facility is secured by first preferred mortgage and
first priority general assignment covering earnings, insurances and requisition compensation over the vessels owned by the Borrowers, an earnings account pledge, shares security deed relating to the shares of the vessels’ owning subsidiaries,
manager’s undertakings and is guaranteed by the Company. The $18.0 Million Term Loan Facility net proceeds were used to fund the 2021 Vessel Acquisitions (Note 5(a)) and for general corporate purposes. The $18.0 Million Term Loan Facility contains certain customary minimum liquidity restrictions and financial covenants that require the Borrowers to maintain a certain level of minimum free
liquidity per collateralized vessel (“the Minimum Liquidity Deposit”) and meet a specified minimum security requirement ratio, which is the ratio of the aggregate market value of the mortgaged vessels plus the value of any additional security and
the value of the Minimum Liquidity Deposit to the aggregate principal amounts due under the $18.0 Term Loan Facility.
As of June 30, 2021, the Company was in compliance with all financial covenants prescribed in its debt agreements.
F-14
CASTOR MARITIME INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
|
6.
|
Long-Term Debt (continued):
|
Restricted cash as of June 30, 2021 includes (i) $2.2 million of minimum liquidity deposits required pursuant to the $11.0 Million Term Loan
Facility, the $18.0 Million Term Loan Facility and the $15.3 Million Term Loan Facility, (ii) $0.05 million in the Dry-dock Reserve
Accounts and (iii) $0.4 million of retention deposits.
Restricted cash as of December 31, 2020, includes $0.5 million of non-legally restricted cash as per the $11.0 Million Term Loan Facility minimum
liquidity requirements, or $0.25 million per collateralized vessel.
The annual principal payments for the Company’s outstanding debt arrangements as of June 30, 2021 (including related party debt
discussed under Note 3), required to be made after the balance sheet date, are as follows:
|
Twelve-month period ending June 30,
|
Amount
|
|||
|
2022
|
$
|
|
||
|
2023
|
|
|||
|
2024
|
|
|||
|
2025
|
|
|||
|
Total long-term debt (including related party debt)
|
$
|
|
||
The weighted average interest rate on the Company’s long-term debt for the six months ended June 30, 2020 and 2021 was 5.4 %
and 4.0 % respectively.
Total interest incurred on long-term debt for the six months ended June 30, 2020 and 2021, amounted to $583,996 and $730,851 respectively, and is included in Interest and finance costs (Note 14) in the accompanying unaudited interim condensed consolidated statements of comprehensive income/(loss).
| 7. |
Equity Capital Structure:
|
Under the Company's
articles of incorporation, the Company's authorized capital stock consists of 2,000,000,000 0.001 1,950,000,000 50,000,000
2021 First Registered
Direct Equity Offering
On December 30, 2020,
the Company entered into agreements with certain unaffiliated institutional investors pursuant to which it offered and sold 9,475,000
common shares and warrants to purchase up to 9,475,000 common shares (the “2021 First Private Placement Warrants”) in a registered
direct offering or the 2021 First Registered Direct Equity Offering. In connection with the 2021 First Registered Direct Equity Offering, which closed on January 5, 2021, the Company received gross and net cash proceeds of approximately $18.0 million and $16.5 million,
respectively.
The 2021 First Private
Placement Warrants issued in the 2021 First Registered Direct Equity Offering had a term of five years and were exercisable immediately
and throughout their term for $1.90 per common share (American style option). The exercise price of the 2021 First Private Placement
Warrants was subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common shares and also upon any distributions of
assets, including cash, stock or other property to existing shareholders.
As of February 10,
2021, all the 2021 First Private Placement Warrants had been exercised, and, pursuant to their exercise and the issuance by the Company of 9,475,000
common shares, the Company received gross and net proceeds of $18.0
F-15
CASTOR MARITIME INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
|
7.
|
Equity Capital Structure (continued):
|
On initial recognition
the fair value of the 2021 First Private Placement Warrants was $22.2 million and was determined using the Black-Scholes methodology. The
fair value was considered by the Company to be classified as Level 3 in the fair value hierarchy since it was derived by unobservable inputs. The major unobservable input in connection with the valuation of the 2021 First Private Placement Warrants
was the volatility used in the valuation model, which was approximated by using historical observations of the Company’s share price. The annualized historical volatility that has been applied in the 2021 First Private Placement Warrants valuation
was 137.5 %. A 5 %
increase in the volatility applied would have led to an increase of 1.7 % in the fair value of the 2021 First Private Placement Warrants.
2021 Second Registered
Direct Equity Offering
On January 8, 2021, the
Company entered into agreements with certain unaffiliated institutional investors pursuant to which it offered and sold 13,700,000
common shares and warrants to purchase up to 13,700,000 common shares (the “2021 Second Private Placement Warrants”) in a registered
direct offering or the 2021 Second Registered Direct Equity Offering. In connection with the 2021 Second Registered Direct Equity Offering, which closed on January 12, 2021, the Company received gross and net cash proceeds of approximately $26.0 million and $24.1 million,
respectively.
The 2021 Second Private
Placement Warrants issued in the 2021 Second Registered Direct Equity Offering had a term of five years and were exercisable immediately
and throughout their term for $1.90 per common share (American style option). The exercise price of the 2021 Second Private Placement
Warrants was subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common shares and also upon any distributions of
assets, including cash, stock or other property to existing shareholders.
As of February 10,
2021, all the 2021 Second Private Placement Warrants had been exercised, and, pursuant to their exercise and the issuance by the Company of 13,700,000
common shares, the Company received gross and net proceeds of $26.0
On initial recognition
the fair value of the 2021 Second Private Placement Warrants was $37.3 million and was determined using the Black-Scholes methodology.
The fair value was considered by the Company to be classified as Level 3 in the fair value hierarchy since it was derived by unobservable inputs. The major unobservable input in connection with the valuation of the 2021 Second Private Placement
Warrants was the volatility used in the valuation model, which was approximated by using historical observations of the Company’s share price. The annualized historical volatility that has been applied in the 2021 Second Private Placement Warrants
valuation was 152.1 %. A 5 %
increase in the volatility applied would have led to an increase of 1.3 % in the fair value of the 2021 Second Private Placement
Warrants.
F-16
CASTOR MARITIME INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
|
7.
|
Equity Capital Structure (continued):
|
2021 Third Registered
Direct Equity Offering
On April 5, 2021, the
Company entered into agreements with certain unaffiliated institutional investors pursuant to which it offered and sold 19,230,770
common shares and warrants to purchase up to 19,230,770 common shares (the “2021 Third Private Placement Warrants”) in a registered
direct offering or the 2021 Third Registered Direct Equity Offering. In connection with the 2021 Third Registered Direct Equity Offering, which closed on April 7, 2021, the Company received gross and net cash proceeds of approximately $125.0 million and $116.3 million,
respectively.
The 2021 Third Private
Placement Warrants issued in the 2021 Third Registered Direct Equity Offering have a term of five years and are exercisable immediately
and throughout their term for $6.50 per common share (American style option). The exercise price of the 2021 Third Private Placement
Warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common shares and also upon any distributions of
assets, including cash, stock or other property to existing shareholders.
Between their issuance
date and June 30, 2021, there were no exercises of the Third Private Placement Warrants and, as a result, as of June 30, 2021, 19,230,770 Third Private Placement Warrants remained unexercised and potentially issuable into common stock of the Company.
On initial recognition
the fair value of the 2021 Third Private Placement Warrants was $106.6 million and was determined using the Black-Scholes methodology.
The fair value was considered by the Company to be classified as Level 3 in the fair value hierarchy since it was derived by unobservable inputs. The major unobservable input in connection with the valuation of the 2021 Third Private Placement
Warrants was the volatility used in the valuation model, which was approximated by using historical observations of the Company’s share price. The annualized historical volatility that has been applied in the 2021 Third Private Placement Warrants
valuation was 201.7 %. A 5 %
increase in the volatility applied would have led to an increase of 0.7 % in the fair value of the 2021 Third Private Placement Warrants.
The Company accounted for the 2021 First, Second and Third Private Placement Warrants as equity in accordance with the accounting
guidance under ASC 815-40. The accounting guidance provides a scope exception from classifying and measuring as a financial liability a contract that would otherwise meet the definition of a derivative if the contract is both (i) indexed to the
entity's own stock and (ii) meets the equity classifications conditions. The Company concluded these warrants were equity-classified since they contained no provisions which would require the Company to account for the warrants as a derivative
liability, and therefore were initially measured at fair value in permanent equity with subsequent changes in fair value not measured.
At-the-market (“ATM”)
common stock offering program
On June 14, 2021, the
Company, entered into an equity distribution agreement, or as commonly referred to, an at-the-market offering, with Maxim Group LLC (“Maxim”), under which the Company may sell an aggregate offering price of up to $300.0 million of its common stock with Maxim acting as a sales agent over a minimum period of 12 months (the “ATM Program”). No warrants, derivatives, or other share classes were associated with this transaction. As of June 30, 2021, the Company had received gross proceeds of $10.1 million under the ATM Program by issuing 3,563,407
common shares, whereas, the net proceeds under the ATM Program, after deducting sales commissions and other transaction fees and expenses, amounted to $9.7
million.
Issuance of common stock
in connection with the Class A Warrants and the July 2020 equity offering warrants
During the six months
ended June 30, 2021, the Company issued 5,546,705 common shares upon the exercise of an equivalent number of Class A Warrants issued in
the June 2020 follow-on offering and 5,707,135 common shares upon the exercise of an equivalent number of warrants issued in the July
2020 follow-on equity offering. As of June 30, 2021, the Company raised $39.4
F-17
CASTOR MARITIME INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
|
7.
|
Equity Capital Structure (continued):
|
Reverse Stock Split
On May 28, 2021, the
Company effected a reverse stock split of its common stock without any change in the number of authorized common shares. All
share and per share amounts, as well as warrant shares eligible for purchase under the Company's effective warrant schemes in the accompanying unaudited interim consolidated financial statements have been retroactively adjusted to reflect the
reverse stock split. As a result of the reverse stock split, the number of outstanding shares as of May 28, 2021, was decreased to 89,955,848
while the par value of the Company's common shares remained unchanged to $0.001 per share.
| 8. |
Financial Instruments and Fair Value
Disclosures:
|
The principal financial
assets of the Company consist of cash at banks, restricted cash, trade accounts receivable and amounts due from related party. The principal financial liabilities of the Company consist of trade accounts payable, amounts due to related parties and
long-term debt (including related party debt).
The following methods and
assumptions were used to estimate the fair value of each class of financial instruments:
| ◾ |
Cash and cash equivalents,
restricted cash, trade accounts receivable, amounts due from related party and trade accounts payable: The carrying values reported in the accompanying unaudited interim consolidated balance sheets for those financial instruments are reasonable estimates of their fair values due to their short-term maturity nature. Cash
and cash equivalents and restricted cash, current are considered Level 1 items as they represent liquid assets with short term maturities. The carrying value approximates the fair market value for interest bearing cash classified as
restricted cash, non-current and is considered Level 1 item of the fair value hierarchy. The carrying value of these instruments is separately reflected in the accompanying unaudited interim consolidated balance sheets.
|
| ◾ |
Long-term debt: The secured credit facilities discussed in Note 6, have a recorded value which is a
reasonable estimate of their fair value due to their variable interest rate and are thus considered Level 2 items in accordance with the fair value hierarchy as LIBOR rates are observable at commonly quoted intervals for the full terms of
the loans. The fair value of the fixed interest bearing $
|
Concentration
of credit risk: Financial instruments, which
potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents and trade accounts receivable. The Company places its cash and cash equivalents, consisting mostly of deposits, with high
credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of the financial institutions in which it places its deposits. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers'
financial condition.
| 9. |
Commitments and contingencies:
|
Various claims,
lawsuits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims
with suppliers relating to the operations of the Company's vessels. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying
unaudited interim consolidated financial statements.
F-18
CASTOR MARITIME INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
|
9.
|
Commitments and contingencies (continued):
|
The Company accrues for
the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities, which should
be disclosed, or for which a provision should be established in the accompanying unaudited interim consolidated financial statements. The Company is covered for liabilities associated with the vessels’ actions to the maximum limits as provided by
Protection and Indemnity (P&I) Clubs, members of the International Group of P&I Clubs.
| (a) |
Commitments under Contracts for BWMS
Installation
|
On November 15, 2018,
the Company entered into a contract to purchase and install BWMS on its dry bulk carriers, which was further amended on October 20, 2019 and December 8, 2020, to reflect the Company’s vessel acquisitions, as applicable in each period. The Company
completed the BWMS installation on the Magic Sun during the vessel’s scheduled dry-docking which took place in the fourth quarter of 2020 and the BWMS was put into use during the second quarter of 2021. The BWMS system installations on the Magic P
and the Magic Moon were granted extensions from the third quarter of 2020 to the third quarter of 2022. It is estimated that the contractual obligations related to these purchases as well as purchases on the Company’s remaining fleet vessels (where
not already installed), excluding installation costs, will be approximately €0.6 million (or $0.7 million on the basis of a Euro/US Dollar exchange rate of €
as of June 30, 2021), of which $0.01 million are due in 2021 and $0.69 million are due in 2022. These costs will be capitalized and depreciated over the remainder of the life of each vessel.
| (b) |
Commitments under long-term lease
contracts
|
The
following table sets forth the Company’s future minimum contracted lease payments (gross of charterers’ commissions), based on vessels’ commitments to non-cancelable fixed time charter contracts as of June 30, 2021. The
calculation does not include any assumed off-hire days.
|
Twelve-month period ending June 30,
|
Amount
|
|||
|
2022
|
$
|
|
||
|
Total
|
$
|
|
||
| 10. |
Earnings/ (Loss) Per Share:
|
The Company calculates earnings/(loss) per share by dividing net
income/(loss) available to common stockholders in each period by the weighted-average number of common shares outstanding during that period, after adjusting for the effect of cumulative dividends on the Series A Preferred Shares, whether or not
earned, and only at periods when dividends on the Series A Preferred Shares are contractually allowed to accumulate. As further disclosed under Note 7 of the audited financial statements included in the 2020 Annual Report, dividends on the
Series A Preferred Shares neither accrue nor accumulate during the period from July 1, 2019 until December 31, 2021 and the Company does not have any dividend priority restrictions to holders of its common shares during this period.
Diluted earnings/(loss) per share, if applicable, reflects the
potential dilution that could occur if potentially dilutive instruments were exercised, resulting in the issuance of additional shares that would then share in the Company’s net income. During the six months ended June 30, 2021, the denominator of
diluted earnings per common share calculation includes the incremental shares assumed issued under the treasury stock method weighted for the period the shares were outstanding with respect to warrants outstanding as of June 30, 2021. During
the six months ended June 30, 2020, securities that could potentially dilute basic loss per share that were excluded from the computation of diluted loss per
share, because to do so would have been antidilutive for the period presented, were the incremental shares in connection with the unexercised, as of June 30, 2020, Class A warrants, calculated in accordance with the treasury stock method.
F-19
CASTOR MARITIME INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
10. Earnings/ (Loss) Per Share (continued):
The components of the
calculation of basic and diluted earnings/(loss) per common share in each of the periods comprising the accompanying unaudited interim condensed consolidated statements of comprehensive income/(loss) are as follows:
|
|
Six months ended
June 30,
|
Six months ended
June 30,
|
||||||
|
|
2020
|
2021
|
||||||
|
Net (loss)/ income and comprehensive (loss)/income
|
$
|
(
|
)
|
$
|
|
|||
|
Less: Cumulative dividends on Series A Preferred Shares
|
|
|
||||||
|
Net (loss)/income and comprehensive (loss)/ income available to common shareholders
|
(
|
)
|
|
|||||
|
Weighted average number of common shares outstanding, basic
|
|
|
||||||
| Plus: Dilutive effect of warrants |
||||||||
| Weighted average number of common shares outstanding, diluted |
||||||||
|
(Loss)/Earnings per common share, basic and diluted
|
$
|
(
|
)
|
$
|
|
|||
| 11. |
Vessel Revenues:
|
The following table includes the voyage
revenues earned by the Company from time charters, voyage charters and pool agreements for the six month periods ended June 30, 2020 and 2021, as presented in the accompanying unaudited interim condensed consolidated statements of comprehensive
income/(loss):
|
|
Six
months ended
June 30,
|
Six
months ended
June 30,
|
||||||
|
|
2020
|
2021
|
||||||
|
Time charter revenues
|
|
|
||||||
|
Voyage charter revenues
|
|
|
||||||
|
Pool revenues
|
|
|
||||||
|
Total Vessel revenues
|
$
|
|
$
|
|
||||
As of June 30, 2021,
trade accounts receivable, net increased by $1,496,824 and deferred revenue increased by $1,564,978 compared to December 31, 2020. These changes were mainly attributable to the timing of collections and the timing of commencement of revenue recognition, the increase in charter rates and the increase in vessel revenues resultant to the growth of the Company’s fleet during the six
months ended June 30, 2021. As of June 30, 2021, the Company had no deferred revenue related to undelivered performance obligations under any of its voyages in progress.
Further, as of June 30,
2021, deferred assets related to revenue contracts presented under “Deferred charges, net” amounted to $142,898 compared to $0 as of December 31, 2020 and will be expensed during the third quarter of 2021. This change was mainly attributable to the timing of commencement of
revenue recognition.
F-20
CASTOR MARITIME INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 12. |
Vessel Operating and Voyage Expenses:
|
The amounts in the accompanying
unaudited interim condensed consolidated statements of comprehensive income/(loss) are analyzed as follows:
|
|
Six months ended
June 30,
|
Six months ended
June 30,
|
||||||
|
Vessel Operating Expenses
|
2020
|
2021
|
||||||
|
Crew & crew related costs
|
$
|
|
$
|
|
||||
|
Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling
|
|
|
||||||
|
Lubricants
|
|
|
||||||
|
Insurances
|
|
|
||||||
|
Tonnage taxes
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total Vessel operating expenses
|
$
|
|
$
|
|
||||
|
|
Six months ended
June 30,
|
Six months ended
June 30,
|
||||||
|
Voyage expenses
|
2020
|
2021
|
||||||
|
Brokerage commissions
|
$
|
|
$
|
|
||||
| Brokerage commissions- related party |
||||||||
|
Port & other expenses
|
|
|
||||||
|
Bunkers consumption
|
|
|
||||||
|
Loss/(Gain) on bunkers
|
|
(
|
)
|
|||||
|
Total Voyage expenses
|
$
|
|
$
|
|
||||
| 13. |
General
and Administrative
Expenses:
|
The amounts in the accompanying unaudited
interim condensed consolidated statements of comprehensive income/(loss) are analyzed as follows:
|
Six months ended
June 30,
|
Six months ended
June 30,
|
|||||||
|
2020
|
2021
|
|||||||
|
Audit fees
|
$
|
|
$
|
|
||||
| Chief Executive and Chief Financial Officer and directors' compensation |
||||||||
|
Other professional fees
|
|
|
||||||
| Administration fees-related party (Note 3(c)) |
||||||||
|
Total
|
$
|
|
$
|
|
||||
The Chief Executive Officer and Chief Financial Officer compensation was terminated on October 1, 2020 and, subsequent to this date, all services rendered
by the Company’s Chief Executive Officer and Chief Financial Officer are included in its Master Agreement with Castor Ships (see Note 3(c)).
F-21
CASTOR MARITIME INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 14. |
Interest and Finance Costs:
|
The amounts in the accompanying unaudited
interim consolidated balance sheets are analyzed as follows:
|
Six months ended
June 30,
|
Six months ended
June 30,
|
|||||||
|
2020
|
2021
|
|||||||
|
Interest on long-term debt
|
$
|
|
$
|
|
||||
|
Interest on long-term debt – related party (Note 3 (b))
|
|
|
||||||
|
Interest on convertible debt – non cash
|
|
|
||||||
|
Amortization and write-off of deferred finance charges
|
|
|
||||||
|
Amortization and write-off of convertible notes beneficial conversion features
|
|
|
||||||
|
Other finance charges
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
|
|||
|
15.
|
Subsequent Events:
|
(a) Entry into $40.75 Million Debt Financing: On July 23, 2021, the Company, through four of its ship-owning subsidiaries, entered into a $40.75 million senior secured term loan facility with Hamburg Commercial Bank AG (the “$40.75
Million Hamburg Facility”). The $40.75 Million Hamburg Facility was drawn in full on July 27, 2021. The facility has a tenor of five years from the drawdown date, bears interest plus LIBOR per annum, and is secured by first mortgages on the M/V Magic Thunder, M/V Magic Nebula, M/V Magic Eclipse and the M/V Magic Twilight.
Castor Maritime Inc. Reports $6.5 Million net profit for the Three Months Ended June 30, 2021 and $7.6 Million net profit for the Six Months Ended June 30, 2021
Limassol, Cyprus, August 5, 2021 – Castor Maritime Inc. (NASDAQ: CTRM), (“Castor” or the “Company”), a diversified global shipping company, today announced its results for the three and six months ended June 30, 2021.
Highlights of the Second Quarter Ended June 30, 2021:
| ◾ |
Revenues, net: $21.8 million for the three months ended June 30, 2021, as compared to $2.6 million for the three months ended June 30, 2020;
|
| ◾ |
Net income/loss: Net income of $6.5 million for the three months ended June 30, 2021, as compared to net loss of $0.1 million for the three months ended June 30, 2020;
|
| ◾ |
Earnings/Loss per common share(1): $0.07 earnings per share for the three months ended June 30, 2021, as compared to loss per
share of $0.12 for the three months ended June 30, 2020;
|
| ◾ |
EBITDA(2): $10.0 million for the three months ended June 30, 2021, as compared to $1.0 million for the three months ended June
30, 2020;
|
| ◾ |
Cash and restricted cash of $42.7 million as of June 30, 2021, as compared to $9.4 million as of December 31, 2020;
|
| ◾ |
During the second quarter of 2021 and as of the date of this press release, we have taken successful delivery of 12 vessels consisting of 4 Kamsarmax and 2 Panamax dry bulk carriers as well as 1 Aframax, 3
Aframax / LR2 and 2 MR1 tankers. We expect three remaining acquisitions to conclude in the third quarter of this year, subject to customary closing conditions. On a fully delivered basis, Castor will own a diversified fleet of 26 vessels with
an aggregate capacity of 2.2 million dwt, having more than quadrupled its fleet size since December 31, 2020;
|
| ◾ |
On June 14, 2021, we received written notice from the Nasdaq Stock Market (“Nasdaq”) that the Company has regained compliance with the Nasdaq’s minimum bid price requirement for continued listing on the Nasdaq
Capital Market; and
|
| ◾ |
In June 2021, we entered into an at-the-market (“ATM”) sales agreement for the offer and sale from time to time of our common shares, having an aggregate offering amount of up to $300.0 million.
|
Page 1
Earnings Highlights of the Six Months Ended June 30, 2021:
| ◾ |
Revenues, net: $28.8 million for the six months ended June 30, 2021, as compared to $5.3 million for the six months ended June 30, 2020;
|
| ◾ |
Net income/loss: Net income of $7.6 million for the six months ended June 30, 2021, as compared to net loss of $0.4 million for the six months ended June 30, 2020;
|
| ◾ |
Earnings/Loss per common share(1): $0.10 earnings per share for the six months ended June 30, 2021, as compared to loss per
share of $0.50 for the six months ended June 30, 2020; and
|
| ◾ |
EBITDA(2): $12.6 million for the six months ended June 30, 2021, as compared to $1.9 million for the six months ended June 30,
2020.
|
(1) All share and per share amounts disclosed throughout this press release and in the financial information presented in Appendix B have been retroactively updated to reflect the one-for-ten
(1-for-10) reverse stock split effected on May 28, 2021, unless otherwise indicated.
(2) EBITDA is not a recognized measure under United States generally accepted accounting principles (“U.S. GAAP”). Please refer to Appendix B for the definition and reconciliation of this measure to
the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
Management Commentary:
Mr. Petros Panagiotidis, Chief Executive Officer of Castor commented:
“The first six months of 2021 was a transformational period for our Company, as we were able to raise $262.5 million of equity and $33.3 million of debt and grow our fleet from 6 vessels at the end of 2020 to 26
vessels on a fully delivered basis.
Strong demand for dry bulk transportation services has resulted in robust freight rates, with the upward momentum expected to be sustained by the tight vessel supply and historically low newbuilding orderbook.
Following our timely acquisitions, Castor is well positioned to take advantage of this strong market with a dry bulk fleet consisting of 18 vessels, on a fully delivered basis. At the same time, most of our newly acquired tanker vessels are in either
term or pool employment ensuring a high utilization for that part of our fleet.”
Earnings Commentary:
Second Quarter ended June 30, 2021 and 2020 Results
Vessel revenues, net of charterers’ commissions, for the three months ended June 30, 2021, increased to $21.8 million from $2.6 million in the same period of 2020. This increase was largely driven by the increase in
our Ownership days (defined below) from 273 in the three months ended June 30, 2020 to 1,477 in the three months ended June 30, 2021, following the acquisition and delivery to our fleet of 20 vessels since June 30, 2020. The increase in vessel
revenues during the three months ended June 30, 2021 as compared with the same period of 2020 was further underpinned by a stronger dry bulk shipping market resulting in higher daily TCE earned on average for our fleet
The increase in operating expenses by $6.8 million, from $1.2 million in the second quarter of 2020 to $8.0 million in the second quarter of 2021, as well as the increase in vessels’ depreciation costs by $2.5 million,
from $0.3 million in the second quarter of 2020 to $2.8 million in the second quarter of 2021, mainly reflect the increase in our Ownership days following the expansion of our fleet.
Page 2
Management fees in the second quarter of 2021 amounted to $1.8 million, whereas, in the same period of 2020 management fees totalled $0.1 million. This increase in management fees is primarily due to the sizeable
increase of our fleet, resulting in a substantial increase in our Ownership days for which our managers charge us with a daily management fee, following the acquisitions discussed above. Effective September 1, 2020, the daily management fee for the
technical management of our fleet by Pavimar S.A. was increased from $500 to $600 per vessel, and the daily management fee for the commercial and administrative management of our fleet by Castor Ships S.A. was set to $250 per vessel.
General and administrative expenses in the second quarter of 2021 amounted to $0.7 million, whereas, in the same period of 2020 general and administrative expenses totalled $0.1 million. This increase stemmed from
incurred legal and other corporate fees primarily related to the growth of our company and the $0.3 million quarterly flat fee we pay Castor Ships S.A. with effect from September 1, 2020.
During the second quarter of 2021, we incurred net interest costs and finance costs amounting to $0.5 million compared to $0.8 million during the same period in 2020.
Recent Business and Financial Developments Commentary:
Nasdaq Listing Standards Compliance Update
On June 14, 2021, Nasdaq notified us that as a result of the closing bid price of the Company’s common stock having been at $1.00 per share or greater for at least ten consecutive business days, from May 28, 2021 to June 11, 2021, the Company has regained compliance with Nasdaq’s minimum bid price requirement for continued listing on the Nasdaq Capital
Market, and the matter is now closed.
ATM common stock offering program
On June 14, 2021, we entered into an equity distribution agreement with Maxim Group LLC acting as a sales agent, under which we may, from time to time, offer and sell shares of our common stock
through the ATM program having an aggregate offering price of up to $300.0 million (the “ATM Program”). As of June 30, 2021, we had raised net proceeds of $9.7 million by issuing and selling 3,563,407 common shares under the ATM Program. Between June
30, 2021 and August 4, 2021, no sales of common shares have taken place. We intend to use the net proceeds from the sale of our common stock under the ATM Program, for capital expenditures, working capital, funding for vessel and other asset or share
acquisitions or for other general corporate purposes or a combination thereof.
Financing Transactions Update
On July 23, 2021, we, through four of our ship-owning subsidiaries, entered into a $40.75 million senior secured term loan facility with a European bank which is secured by the M/V Magic Thunder, M/V Magic Nebula, M/V Magic Eclipse and the M/V Magic Twilight. The $40.75 million term loan facility has a tenor of five years and bears interest at a
margin plus LIBOR. The loan was drawn down in full on July 27, 2021.
Vessel Acquisitions Update
During the second quarter of 2021 and as of the date of this earnings press release, we have taken delivery of 12 vessels, aggregating to 17 completed vessel acquisitions of the total 20 vessel acquisitions we made
since the beginning of this year.
Details and delivery information of our completed as well as in progress vessel acquisitions within the second quarter of 2021 and as of the date of this press release are as follows:
Page 3
Completed acquisitions:
|
Vessel Name
|
Vessel Type
|
DWT
|
Year Built
|
Country of
Construction
|
Purchase Price
(in million) |
Delivery
Date in
2021
|
||||
|
Dry Bulk Carriers
|
||||||||||
|
Magic Twilight
|
Kamsarmax
|
80,283
|
2010
|
Korea
|
$14.80
|
9 April
|
||||
|
Magic Thunder
|
Kamsarmax
|
83,375
|
2011
|
Japan
|
$16.85
|
13 April
|
||||
|
Magic Vela
|
Panamax
|
75,003
|
2011
|
China
|
$14.50
|
12 May
|
||||
|
Magic Nebula
|
Kamsarmax
|
80,281
|
2010
|
Korea
|
$15.45
|
20 May
|
||||
|
Magic Starlight
|
Kamsarmax
|
81,048
|
2015
|
China
|
$23.50
|
23 May
|
||||
|
Magic Eclipse
|
Panamax
|
74,940
|
2011
|
Japan
|
$18.48
|
7 June
|
||||
|
Tankers
|
||||||||||
|
Wonder Vega
|
Aframax
|
106,062
|
2005
|
Korea
|
$14.80
|
21 May
|
||||
|
Wonder Avior
|
Aframax/LR2
|
106,162
|
2004
|
Korea
|
$12.00
|
27 May
|
||||
|
Wonder Mimosa
|
MR1
|
37,620
|
2006
|
Korea
|
$7.25
|
31 May
|
||||
|
Wonder Arcturus
|
Aframax/LR2
|
106,149
|
2002
|
Korea
|
$10.00
|
31 May
|
||||
|
Wonder Musica
|
Aframax/LR2
|
106,209
|
2004
|
Korea
|
$12.00
|
15 June
|
||||
|
Wonder Formosa
|
MR1
|
37,562
|
2006
|
Korea
|
$8.00
|
22 June
|
||||
Vessels we have agreed to acquire:
|
Vessel Type
|
DWT
|
Year
Built
|
Country of
Construction
|
Purchase Price
(in million) |
|||||
|
Dry Bulk Carriers
|
|||||||||
|
Kamsarmax
|
82,158
|
2013
|
Japan
|
$21.00
|
|||||
|
Panamax
|
74,940
|
2013
|
Japan
|
$19.06
|
|||||
|
Panamax
|
76,822
|
2014
|
Korea
|
$21.00
|
|||||
Update on common shares issued and outstanding
As of August 4, 2021, we had issued and outstanding 93,519,255 common shares.
Liquidity / Financing / Cash Flow Commentary:
Our consolidated cash position as of June 30, 2021 increased by $33.3 million, to $42.7 million, in relation to our cash position on December 31, 2020. That was mainly the result of: (i) $7.2 million of positive
operating cash flows during the six months ended June 30, 2021, (ii) $157.0 million of net cash proceeds pursuant to the three registered direct offerings of an aggregate 42,405,770 common shares and the concurrent private placement of an equivalent
aggregate number of warrants on January 5, January 12 and April 7, 2021, (iii) proceeds of approximately $83.4 million resulting from subsequent exercises of approximately 34.4 million warrants pursuant to the June 2020, July 2020 and the January
2021 equity offerings, that resulted in the issuance of an equal number of common shares, (iv) net cash inflows of approximately $32.5 million following our entry into two secured loan facilities with two reputable European banks in January and April
of 2021, (v) $9.8 million of net cash proceeds pursuant to common stock sales under the ATM Program, as offset by (vi) $1.6 of scheduled principal repayments on our existing debt agreements.
Page 4
During the six months ended June 30 2021, we used $255.1 million of the net proceeds from our first half of 2021 equity and debt financings to fund our growth and other capital expenditures.
Between July 1, 2021 and August 4, 2021, there have been no subsequent warrant exercises under our currently effective warrant schemes.
As of June 30, 2021, our total debt (including $5.0 million of related party debt maturing in September 2021), gross of unamortized deferred loan fees, was $50.2 million of which $12.5 million was repayable within one
year, as compared to $18.5 million of debt as of December 31, 2020.
Fleet Employment Update (as of August 4, 2021)
During the second quarter of 2021, we operated on average 16.2 vessels earning a daily average TCE rate of $14,381 as compared to an average 3 vessels earning a daily average TCE rate of $9,090 during the same period
in 2020. Our current employment profile is presented below.
|
Vessel Name
|
Type/
Country of Construction
|
DWT
|
Year
Built
|
Type of Employment
|
Daily Gross
Charter Rate
|
Estimated Redelivery Date (Earliest/ Latest)
|
||||||||||||
|
Magic P
|
Panamax dry bulk carrier / Japan
|
76,453
|
2004
|
Time charter
period
|
$12,750
|
August 2021
|
November 2021
|
|||||||||||
|
Magic Sun
|
Panamax dry bulk carrier / Korea
|
75,311
|
2001
|
Time charter
period
|
$10,200
|
August 2021
|
October 2021
|
|||||||||||
|
Magic Moon
|
Panamax dry bulk carrier / Japan
|
76,602
|
2005
|
Time charter
period |
$10,500
|
July 2021
|
September 2021
|
|||||||||||
|
Magic Rainbow
|
Panamax dry bulk carrier / China
|
73,593
|
2007
|
Time charter
period
|
$25,000
|
January 2022
|
March 2022
|
|||||||||||
|
Magic Horizon
|
Panamax dry bulk carrier / Japan
|
76,619
|
2010
|
Time charter
period |
$11,000
|
August 2021
|
December 2021
|
|||||||||||
|
Magic Nova
|
Panamax dry bulk carrier / Japan
|
78,833
|
2010
|
Time charter
period
|
$10,400
|
April 2021
|
August 2021
|
|||||||||||
|
Magic Venus
|
Kamsarmax dry bulk carrier / Japan
|
83,416
|
2010
|
Time charter
period
|
$18,500
|
August 2021
|
October 2021
|
|||||||||||
|
Magic Orion
|
Capesize dry bulk carrier / Japan
|
180,200
|
2006
|
Time charter
trip |
$39,500
|
September
2021
|
September
2021 |
|||||||||||
|
Magic Argo
|
Kamsarmax dry bulk carrier / Japan
|
82,338
|
2009
|
Time charter
trip |
$33,000
|
September
2021
|
September
2021
|
|||||||||||
|
Magic Twilight
|
Kamsarmax dry bulk carrier / Korea
|
80,283
|
2010
|
Time charter
period
|
$21,000
|
November
2021
|
January 2022
|
|||||||||||
|
Magic Thunder
|
Kamsarmax dry bulk carrier / Japan
|
83,375
|
2011
|
Unfixed
|
N/A
|
N/A
|
N/A
|
|||||||||||
|
Magic Vela
|
Panamax dry bulk carrier / China
|
75,003
|
2011
|
Time charter
trip
|
$25,500
|
August 2021
|
August 2021
|
|||||||||||
|
Magic Nebula
|
Kamsarmax dry bulk carrier / Korea
|
80,281
|
2010
|
Time charter trip
|
$25,500 +
$550,000 Ballast
Bonus
|
August 2021
|
August 2021
|
|||||||||||
|
Magic Starlight
|
Kamsarmax dry bulk carrier / China
|
81,048
|
2015
|
Time charter
period
|
114% of BPI Index
|
September
2022
|
March 2023
|
|||||||||||
Page 5
|
Magic Eclipse
|
Panamax dry bulk carrier / Japan
|
74,940
|
2011
|
Time charter
trip
|
$26,500
|
September
2021
|
September 2021
|
||||||||||
|
Wonder Polaris
|
Aframax/LR2 tanker / Korea
|
115,341
|
2005
|
Time charter
period |
$15,000 +
profit sharing
|
February 2022
|
February 2023
|
||||||||||
|
Wonder Sirius
|
Aframax/LR2 tanker / Korea
|
115,341
|
2005
|
Time charter
period |
$15,000 +
profit sharing
|
February 2022
|
February 2023
|
||||||||||
|
Wonder Vega
|
Aframax tanker / Korea
|
106,062
|
2005
|
Tanker Pool (1)
|
N/A
|
N/A
|
N/A
|
||||||||||
|
Wonder Avior
|
Aframax/LR2 tanker / Korea
|
106,162
|
2004
|
Voyage
|
$11,280(2)
|
28 August
2021 (3)
|
N/A
|
||||||||||
|
Wonder Mimosa
|
MR1 tanker / Korea
|
37,620
|
2006
|
Tanker Pool (4)
|
N/A
|
N/A
|
N/A
|
||||||||||
|
Wonder Arcturus
|
Aframax/LR2 tanker / Korea
|
106,149
|
2002
|
Voyage
|
$5,500(2)
|
7 August
2021 (3)
|
N/A
|
||||||||||
|
Wonder Musica
|
Aframax/LR2 tanker / Korea
|
106,209
|
2004
|
Voyage
|
$5,000(2)
|
9 August
2021 (3)
|
N/A
|
||||||||||
|
Wonder Formosa
|
MR1 tanker /Korea
|
37,562
|
2006
|
Tanker Pool (4)
|
N/A
|
N/A
|
N/A
|
| (1) |
The vessel is currently participating in an unaffiliated tanker pool specializing in the employment of Aframax tanker vessels
|
| (2) |
For vessels that are employed on the voyage/spot market, the daily gross charter rate is considered as the TCE on the basis of the expected completion date.
|
| (3) |
Estimated completion date of the voyage.
|
| (4) |
The vessel is currently participating in an unaffiliated tanker pool specializing in the employment of Handysize tanker vessels.
|
Financial Results Overview:
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
|
(expressed in U.S. dollars)
|
June 30, 2021 (unaudited)
|
June 30, 2020 (unaudited)
|
June 30, 2021 (unaudited)
|
June 30, 2020 (unaudited)
|
||||||||||||
|
Vessel revenues, net
|
$
|
21,789,783
|
$
|
2,585,659
|
$
|
28,762,636
|
$
|
5,310,936
|
||||||||
|
Operating income
|
$
|
7,038,253
|
$
|
659,851
|
$
|
8,529,692
|
1,241,992
|
|||||||||
|
Net income/ (loss)
|
$
|
6,475,508
|
$
|
(144,600
|
)
|
$
|
7,602,568
|
$
|
(404,468
|
)
|
||||||
|
EBITDA(1)
|
$
|
9,987,330
|
$
|
1,018,366
|
$
|
12,558,054
|
$
|
1,923,640
|
||||||||
|
Earnings/(Loss) per common share
|
$
|
0.07
|
$
|
(0.12
|
)
|
$
|
0.10
|
$
|
(0.50
|
)
|
||||||
(1) EBITDA is not a recognized measure under U.S. GAAP. Please refer to Appendix B of this press release for the definition and reconciliation of this
measure to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
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, 2021 and 2020, respectively, that we believe are useful in better
analysing trends in our results of operations:
Page 6
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
|
(expressed in U.S. dollars except for operational data)
|
2021
|
2020
|
2021
|
2020
|
||||||||||||
|
Ownership days (1) (7)
|
1,477
|
273
|
2,105
|
546
|
||||||||||||
|
Available days (2)(7)
|
1,420
|
273
|
2,030
|
488
|
||||||||||||
|
Operating days (3) (7)
|
1,380
|
273
|
1,978
|
488
|
||||||||||||
|
Daily TCE rate(4)
|
$
|
14,381
|
$
|
9,090
|
$
|
13,705
|
$
|
10,351
|
||||||||
|
Fleet Utilization (5)
|
97
|
%
|
100
|
%
|
97
|
%
|
100
|
%
|
||||||||
|
Daily vessel operating expenses (6)
|
$
|
5,390
|
$
|
4,452
|
$
|
5,352
|
$
|
4,770
|
||||||||
| (1) |
Ownership days are the total number of calendar days in a period during which we owned our vessels.
|
| (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 off-hire and idle days.
|
| (4) |
Daily TCE rate is not a recognized measure under U.S. GAAP. Please refer to Appendix B of this press release for the definition and reconciliation of this measure to 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 days (i.e. Ownership days, Available days, Operating days) may not be comparable to that reported by other companies.
|
Page 7
APPENDIX A
CASTOR MARITIME INC.
Unaudited Condensed Consolidated Statements of Comprehensive Income/ (Loss)
|
(In U.S. dollars except for number of share data)
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
REVENUES
|
||||||||||||||||
|
Vessel revenues, net
|
$
|
21,789,783
|
$
|
2,585,659
|
$
|
28,762,636
|
$
|
5,310,936
|
||||||||
|
EXPENSES
|
||||||||||||||||
|
Voyage expenses -including commissions to related party
|
(1,368,565
|
)
|
(104,093
|
)
|
(941,593
|
)
|
(259,600
|
)
|
||||||||
|
Vessel operating expenses
|
(7,960,638
|
)
|
(1,215,266
|
)
|
(11,266,895
|
)
|
(2,604,336
|
)
|
||||||||
|
General and administrative expenses (including related party fees)
|
(720,124
|
)
|
(109,253
|
)
|
(1,459,355
|
)
|
(237,636
|
)
|
||||||||
|
Management fees -related parties
|
(1,750,150
|
)
|
(136,500
|
)
|
(2,524,500
|
)
|
(273,000
|
)
|
||||||||
|
Depreciation and amortization
|
(2,952,053
|
)
|
(360,696
|
)
|
(4,040,601
|
)
|
(694,372
|
)
|
||||||||
|
Operating income
|
$
|
7,038,253
|
$
|
659,851
|
$
|
8,529,692
|
$
|
1,241,992
|
||||||||
|
Interest and finance costs, net (including related party interest costs)
|
(485,646
|
)
|
(802,270
|
)
|
(840,762
|
)
|
(1,633,736
|
)
|
||||||||
|
Other expenses, net
|
(2,976
|
)
|
(2,181
|
)
|
(12,239
|
)
|
(12,724
|
)
|
||||||||
|
US source income taxes
|
(74,123
|
)
|
—
|
(74,123
|
)
|
—
|
||||||||||
|
Net income/(loss)
|
$
|
6,475,508
|
$
|
(144,600
|
)
|
$
|
7,602,568
|
$
|
(404,468
|
)
|
||||||
|
Earnings/(loss) per common share (basic and diluted)
|
$
|
0.07
|
$
|
(0.12
|
)
|
$
|
0.10
|
$
|
(0.50
|
)
|
||||||
|
Weighted average number of common shares outstanding, basic
|
88,933,581
|
1,222,427
|
73,384,422
|
802,765
|
||||||||||||
Page 8
CASTOR MARITIME INC.
Unaudited Condensed Consolidated Balance Sheets
(Expressed in U.S. Dollars—except for number of share data)
|
June 30,
2021
|
December 31,
2020
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
40,032,095
|
$
|
8,926,903
|
||||
|
Due from related party
|
1,831,311
|
1,559,132
|
||||||
|
Other current assets
|
8,614,300
|
3,078,119
|
||||||
|
Total current assets
|
50,477,706
|
13,564,154
|
||||||
|
NON-CURRENT ASSETS:
|
||||||||
|
Vessels, net
|
300,516,947
|
58,045,628
|
||||||
|
Advances for vessel acquisitions
|
9,243,007
|
—
|
||||||
|
Due from related party
|
1,104,394
|
—
|
||||||
|
Other non-currents assets
|
5,650,447
|
2,761,573
|
||||||
|
Total non-current assets, net
|
316,514,795
|
60,807,201
|
||||||
|
Total assets
|
366,992,501
|
74,371,355
|
||||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Current portion of long-term debt, net – including related party
|
12,153,410
|
7,102,037
|
||||||
|
Due to related parties
|
198,845
|
1,941
|
||||||
|
Trade payables
|
2,419,986
|
2,078,695
|
||||||
|
Accrued liabilities
|
3,616,175
|
1,613,109
|
||||||
|
Deferred Revenue, net
|
1,516,027
|
108,125
|
||||||
|
Total current liabilities
|
19,904,443
|
10,903,907
|
||||||
|
NON-CURRENT LIABILITIES:
|
||||||||
|
Long-term debt, net
|
37,120,639
|
11,083,829
|
||||||
|
Total non-current liabilities
|
37,120,639
|
11,083,829
|
||||||
|
Total Liabilities
|
57,025,082
|
21,987,736
|
||||||
|
SHAREHOLDERS’ EQUITY
|
||||||||
|
Common shares, $0.001 par value; 1,950,000,000 shares authorized; 93,519,255 and 13,121,238 shares, issued and outstanding as at June 30, 2021 and December 31, 2020, respectively (1)
|
93,519
|
13,121
|
||||||
|
Series A Preferred Shares- 480,000 shares issued and outstanding as at June 30, 2021 and December 31, 2020
|
480
|
480
|
||||||
|
Series B Preferred Shares- 12,000 shares issued and outstanding as at June 30, 2021 and December 31, 2020
|
12
|
12
|
||||||
|
Additional paid-in capital
|
303,587,575
|
53,686,741
|
||||||
|
Retained Earnings/(Accumulated Deficit)
|
6,285,833
|
(1,316,735
|
)
|
|||||
|
Total shareholders’ equity
|
309,967,419
|
52,383,619
|
||||||
|
Total liabilities and shareholders’ equity
|
$
|
366,992,501
|
$
|
74,371,355
|
||||
Page 9
CASTOR MARITIME INC.
Unaudited Consolidated Statements of Cash Flows
|
(Expressed in U.S. Dollars—except for number of share data)
|
Six Months Ended June 30,
|
|||||||
|
2021
|
2020
|
|||||||
|
Cash flows (used in)/provided by Operating Activities:
|
||||||||
|
Net income/(loss)
|
$
|
7,602,568
|
$
|
(404,468
|
)
|
|||
|
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) Operating activities:
|
||||||||
|
Vessels’ depreciation and amortization of deferred dry-docking costs
|
4,040,601
|
694,372
|
||||||
|
Amortization and write-off of deferred finance charges
|
125,234
|
541,441
|
||||||
|
Amortization of other deferred charges
|
53,449
|
112,508
|
||||||
|
Deferred revenue amortization
|
(157,076
|
)
|
(430,994
|
)
|
||||
|
Interest settled in common stock
|
—
|
57,773
|
||||||
|
Amortization and write-off of convertible notes beneficial conversion feature
|
—
|
532,437
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts receivable trade
|
(1,496,824
|
)
|
(705,003
|
)
|
||||
|
Inventories
|
(2,836,214
|
)
|
(47,380
|
)
|
||||
|
Due from/to related parties
|
(1,179,669
|
)
|
288,538
|
|||||
|
Prepaid expenses and other assets
|
(901,228
|
)
|
(260,596
|
)
|
||||
|
Dry-dock costs paid
|
(1,288,364
|
)
|
(509,976
|
)
|
||||
|
Other deferred charges
|
(196,347
|
)
|
—
|
|||||
|
Accounts payable
|
515,337
|
(179,960
|
)
|
|||||
|
Accrued liabilities
|
1,365,569
|
(17,290
|
)
|
|||||
|
Deferred revenue
|
1,564,978
|
(62,021
|
)
|
|||||
|
Net Cash provided by/(used in) Operating Activities
|
7,212,014
|
(390,619
|
)
|
|||||
|
Cash flows used in Investing Activities:
|
||||||||
|
Vessel acquisitions and other vessel improvements
|
(245,945,567
|
)
|
(388,635
|
)
|
||||
|
Advances for vessel acquisitions
|
(9,178,452
|
)
|
—
|
|||||
|
Net cash used in Investing Activities
|
(255,124,019
|
)
|
(388,635
|
)
|
||||
|
Cash flows provided by Financing Activities:
|
||||||||
|
Gross proceeds from issuance of common stock and warrants
|
262,516,826
|
20,671,500
|
||||||
|
Common stock issuance expenses
|
(12,311,638
|
)
|
(1,637,559
|
)
|
||||
|
Proceeds from long-term debt
|
33,290,000
|
9,500,000
|
||||||
|
Repayment of long-term debt
|
(1,571,000
|
)
|
(950,000
|
)
|
||||
|
Payment of deferred financing costs
|
(756,051
|
)
|
(608,985
|
)
|
||||
|
Net cash provided by Financing Activities
|
281,168,137
|
26,974,956
|
||||||
|
Net increase in cash, cash equivalents, and restricted cash
|
33,256,132
|
26,195,702
|
||||||
|
Cash, cash equivalents and restricted cash at the beginning of the period
|
9,426,903
|
5,058,939
|
||||||
|
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
42,683,035
|
$
|
31,254,641
|
||||
All numbers of share and earnings per share amounts in these unaudited interim condensed financial statements have been retroactively adjusted to reflect the reverse stock split effected on May 28, 2021.
Page 10
APPENDIX B
Non-GAAP Financial Information
Daily TCE Rate. TCE rate, is a measure of the average daily revenue performance of a vessel. The TCE rate is calculated by dividing total revenues (time charter and/or voyage
charter 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 charter, during periods of commercial waiting time or while off-hire during dry docking or due to other unforeseen circumstances. The TCE rate is not a
measure of financial performance under U.S. GAAP (non-GAAP measure), and should not be considered as an alternative to Time charter revenues, net, the most directly comparable GAAP measure, or any other measure of financial performance presented in
accordance with U.S. GAAP. However, TCE rate is a standard shipping industry performance measure used primarily to compare period-to-period changes in a company’s performance and, management believes that the TCE rate provides meaningful information
to our investors since it compares daily net earnings generated by our vessels irrespective of the mix of charter types (i.e., time charter trips, time charter periods and voyage charters) 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 TCE rates may not be comparable to that reported by other companies. The
following table reflects the calculation of our TCE rates for the periods presented (amounts in U.S. dollars, except for Available days):
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
(In U.S. dollars, except for Available Days)
|
2021
|
2020
|
2021
|
2020
|
||||||||||||
|
Vessel revenues, net
|
$
|
21,789,783
|
$
|
2,585,659
|
$
|
28,762,636
|
$
|
5,310,936
|
||||||||
|
Voyage expenses -including commissions from related party
|
(1,368,565
|
)
|
(104,093
|
)
|
(941,593
|
)
|
(259,600
|
)
|
||||||||
|
TCE revenues
|
$
|
20,421,218
|
$
|
2,481,566
|
$
|
27,821,043
|
$
|
5,051,336
|
||||||||
|
Available Days
|
1,420
|
273
|
2,030
|
488
|
||||||||||||
|
TCE rate
|
$
|
14,381
|
$
|
9,090
|
$
|
13,705
|
$
|
10,351
|
||||||||
EBITDA. 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. EBITDA is used as a supplemental financial measure by management and external users of financial statements to assess our operating performance. We believe that EBITDA assists our management by providing useful information that
increases the comparability of our performance operating 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 as a measure 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 is not a measure of financial performance under U.S. GAAP, does 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. EBITDA as presented below may not be comparable to similarly titled measures of other companies. The following table reconciles EBITDA to net
(loss)/income, the most directly comparable U.S. GAAP financial measure, for the periods presented:
Page 11
Reconciliation of Net Income/(Loss) to EBITDA
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
|
(In U.S. dollars)
|
2021
|
2020
|
2021
|
2020
|
||||||||||||
|
Net Income/(Loss)
|
$
|
6,475,508
|
$
|
(144,600
|
)
|
$
|
7,602,568
|
$
|
(404,468
|
)
|
||||||
|
Depreciation and amortization
|
2,952,053
|
360,696
|
4,040,601
|
694,372
|
||||||||||||
|
Interest and finance costs, net (including amortization of deferred financing costs and beneficial conversion feature, as applicable)
|
485,646
|
802,270
|
840,762
|
1,633,736
|
||||||||||||
|
US source income taxes
|
74,123
|
—
|
74,123
|
—
|
||||||||||||
|
EBITDA
|
$
|
9,987,330
|
$
|
1,018,366
|
$
|
12,558,054
|
$
|
1,923,640
|
||||||||
Page 12
Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to
encourage companies to provide prospective information about their business. 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 desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and 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 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 expectations, beliefs or projections. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or
otherwise. 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 general dry bulk and tanker shipping market
conditions, including fluctuations in charterhire rates and vessel values, the strength of world economies the stability of Europe and the Euro, fluctuations in interest rates and foreign exchange rates, changes in demand in the dry bulk and tanker
shipping industries, including the market for our vessels, changes in our operating expenses, including bunker prices, dry docking and insurance costs, changes in governmental rules and regulations or actions taken by regulatory authorities,
potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, the length and severity of the COVID-19 outbreak, the impact
of public health threats and outbreaks of other highly communicable diseases, the impact of the expected discontinuance of LIBOR after 2021 on interest rates of our debt that reference LIBOR, the availability of financing and refinancing and grow our
business, vessel breakdowns and instances of off‐hire, potential exposure or loss from investment in derivative instruments, potential conflicts of interest involving our Chief Executive Officer, his family and other members of our senior management,
and our ability to complete acquisition transactions as planned. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. 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.
CONTACT DETAILS
For further information please contact:
Petros Panagiotidis
Chief Executive Officer & Chief Financial Officer
Castor Maritime Inc.
Email: ir@castormaritime.com
Media Contact:
Kevin Karlis
Capital Link
Email: castormaritime@capitallink.com
Page 13