CTRM Castor Maritime Inc

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 February 2024

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.

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INFORMATION CONTAINED IN THIS FORM 6-K REPORT

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.

 

 

Limassol, Cyprus, February 8, 2024 – Castor Maritime Inc. (NASDAQ: CTRM) (“Castor” or the “Company”), a diversified global shipping company, today announced its results for the three months and year ended December 31, 2023.

 

Earnings Highlights of the Fourth Quarter Ended December 31, 2023:

 

 

 

 

 

 

 

 

 

Highlights of the Year Ended December 31, 2023:

 

 

 

 

 

 

 

 

 

 

Management Commentary Fourth Quarter 2023:

 

Fourth Quarter ended December 31, 2023, and 2022 Results

 

Total vessel revenues from continuing operations for the three months ended December 31, 2023, decreased to $26.4 million from $31.3 million in the same period of 2022. This variation was mainly driven by the decrease (i) in the prevailing charter rates of dry bulk vessels and (ii) in our Available Days (defined below) from 1,824 days in the three months ended December 31, 2022, to 1,740 days in the three months ended December 31, 2023, following the sale of three dry bulk vessels during the three months ended December 31, 2023.

 

The decrease in voyage expenses from continuing operations to $1.1 million in the three months ended December 31, 2023, from $1.6 million in the same period of 2022, is mainly associated with a decrease in bunkers consumption.

 

The decrease in vessel operating expenses from continuing operations by $0.2 million, to $10.1 million in the three months ended December 31, 2023, from $10.3 million in the same period of 2022, mainly reflects the decrease in the Ownership Days of our fleet to 1,740 days in the three-months ended December 31, 2023, from 1,911 days in the same period in 2022.

Management fees from continuing operations in the three months ended December 31, 2023, amounted to $1.7 million, whereas in the same period of 2022, management fees totaled $1.8 million. This decrease in management fees is mainly due to the decrease in our Ownership Days for which our managers charge us a daily management fee, partly offset by the management fee adjustment for inflation under our Amended and Restated Master Management Agreement, with effect from July 1, 2023.

 

The decrease in vessels’ depreciation and amortization costs by $0.2 million, to $4.9 million in the three months ended December 31, 2023, from $5.1 million in the same period of 2022, mainly reflect the decrease in our Ownership Days following the sale of the three dry bulk vessels during the three months ended December 31, 2023.

 

General and administrative expenses from continuing operations in the three months ended December 31, 2023, amounted to $1.3 million, whereas, in the same period of 2022 general and administrative expenses totaled $2.6 million. This decrease mainly stemmed from higher corporate fees incurred during the three-month period ended December 31, 2022, which were primarily related to the Spin-Off.

 

Net gain on sale of vessels from continuing operations in the three months ended December 31, 2023, amounted to $0.1 million following the sales of: (i) M/V Magic Sun on November 14, 2023, (ii) M/V Magic Phoenix on November 27, 2023 and (iii) M/V Magic Argo on December 14, 2023.

During the three months ended December 31, 2023, we incurred net interest costs and finance costs from continuing operations amounting to $1.4 million compared to $1.8 million during the same period in 2022. The decrease is due to the drop in our weighted average indebtedness as well as an increase in interest income we earned from our deposits due to the increased interest rates, offset by a higher weighted average interest rate, as a result of the increase in the variable benchmark rates during the three months ended December 31, 2023, as compared with the same period of 2022.

 

Other income, net from continuing operations in the three months ended December 31, 2023, amounted to $19.1 million, which includes (i) the unrealized gain of $18.6 million from revaluing our investments in listed equity securities at the period end market rates, (ii) dividend income on equity securities of $0.1 million and (iii) dividend income of $0.4 million from our investment in 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares of Toro (“Series A Preferred Shares”). During the three months period ended December 31, 2022, we did not hold any investment in equity securities.

 

 

At-the-market (“ATM”) Common Shares offering program

 

On May 23, 2023, we entered into an equity distribution agreement, for an at-the-market offering of our common shares, par value $0.001 per share (the “Common Shares”), with Maxim Group LLC acting as a sales agent, under which we may sell an aggregate offering price of up to $30.0 million (the “ATM Program”). No warrants, derivatives, or other share classes were associated with this transaction. As of December 31, 2023, we had received gross proceeds of $0.9 million under the ATM Program by issuing 2,013,788 Common Shares. There were no sales under the ATM Program during the fourth quarter 2023. The net proceeds under the ATM Program, after deducting sales commissions and other transaction fees and expenses (advisory and legal fees), amounted to $0.6 million in 2023. As of February 8, 2024, we had 96,623,876 Common Shares issued and outstanding.

 

Issuance of Series D Preferred Shares

 

On August 7, 2023, we agreed to issue 50,000 Series D Preferred Shares, having a stated value of $1,000 and par value of $0.001 per share, to Toro for aggregate consideration of $50.0 million in cash. Dividends are payable quarterly and the dividend rate of the Series D Preferred Shares is 5.00% per annum, which rate will be multiplied by a factor of 1.3 on the seventh anniversary of the issue date of the Series D Preferred Shares and annually thereafter, subject to a maximum dividend rate of 20% per annum in respect of any quarterly dividend period.  On October 16, 2023, we paid Toro a dividend on the Series D Preferred Shares, amounting to $0.5 million. On January 16, 2024, we paid Toro a dividend on the Series D Preferred Shares, amounting to $0.6 million.

The Series D Preferred Shares are convertible, in whole or in part, at Toro’s option to Common Shares from the first anniversary of the issue date of the Series D Preferred Shares at the lower of (i) $0.70 per Common Shares and (ii) the 5 day value weighted average price immediately preceding the conversion. The conversion price of the Series D Preferred Shares is subject to adjustment upon the occurrence of certain events, including the occurrence of splits and combinations (including a reverse stock split) of the Common Shares. The minimum conversion price is $0.30 per Common Share.

Warrant Repurchases

On October 6, 2023, we repurchased, in privately negotiated transactions with unaffiliated third-party warrantholders, 8,900,000 warrants issued on April 7, 2021 (the “April 7 Warrants”) and 67,864 warrants issued on July 15, 2020 (the “Private Placement Warrants”) for $0.105 per repurchased warrant, or an aggregate purchase price of $0.9 million. We agreed that if at any time prior to January 31, 2024, we repurchase additional April 7 Warrants at a higher price, we will pay the selling warrantholders the difference between the higher repurchase price and $0.105 with respect to the applicable repurchased warrants. Following the repurchase, (i) 10,330,770 April 7 Warrants with an exercise price of $5.53, (ii) no Private Placement Warrants and (iii) 62,344 Class A warrants issued on June 26, 2020 with an exercise price of $2.53, remain outstanding, each exercisable for one of our common shares.

Liquidity/ Financing/Cash flow update

Our consolidated cash position (including our restricted cash) from continuing operations as of December 31, 2023, increased by $11.0 million to $120.9 million, as compared to our cash position on December 31, 2022, which amounted to $109.9 million. The increase was mainly the result of: (i) $22.2 million of net operating cash flows received during the year ended December 31, 2023, (ii) $72.0 million of net cash outflow from the net purchase of equity securities (iii) $63.6 million inflow of net proceeds from the sales of the M/V Magic Rainbow, M/V Magic Twilight, M/V Magic Sun, M/V Magic Phoenix and M/V Magic Argo to unaffiliated third-party buyers, offset by $0.6 million used for other capital expenditures relating to our fleet, (iv) $49.9 million of net proceeds following the issuance of Series D Preferred Shares to Toro, offset by $0.5 million of dividends paid on the Series D Preferred Shares, (v) $53.9 million for scheduled principal repayments and early prepayments due to sale of vessels, on our debt, (vi) a $2.7 million cash reimbursement from Toro related to the Spin-Off expenses incurred by us on Toro’s behalf during 2022 and up to the completion of the Spin-Off, (vii) $0.9 million of cash outflows for the repurchase of warrants and (viii) $0.6 million of net proceeds under the ATM Program.

 

As of December 31, 2023, our total debt from continuing operations, gross of unamortized deferred loan fees, was $86.6 million, of which $20.5 million is repayable within one year, as compared to $140.5 million of gross total debt as of December 31, 2022, a decline mainly due to prepayments in connection with vessel dispositions.

 

On October 6, 2023, we entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Sun, a 2001-built Panamax, at a price of $6.55 million. The vessel was delivered to its new owners on November 14, 2023. The Company recognized during the fourth quarter of 2023 a net gain on the sale of the M/V Magic Sun of approximately $0.7 million.

 

On October 16, 2023, we entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Phoenix, a 2008-built Panamax, at a price of $14.0 million. The vessel was delivered to its new owners on November 27, 2023. The Company recognized during the fourth quarter of 2023 a net loss on the sale of the M/V Magic Phoenix of approximately $3.3 million.

 

On September 22, 2023, we entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Argo, a 2009-built Kamsarmax, at price of $15.75 million. The vessel was delivered to its new owners on December 14, 2023. The Company recognized during the fourth quarter of 2023 a net gain on the sale of the M/V Magic Argo of approximately $2.6 million.

 

On November 10, 2023, we entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Moon, a 2005-built Panamax, at a price of $11.8 million. The vessel was delivered to its new owners on January 16, 2024. We expect to recognize during the first quarter of 2024 a net gain on the sale of the M/V Magic Moon of approximately $3.0 million, excluding any transaction related costs.

 

On December 7, 2023, we entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Orion, a 2006-built Capesize, at a price of $17.4 million. The vessel is expected to be delivered to its new owners during the first quarter of 2024. We expect to recognize during the first quarter of 2024 a net gain on the sale of the M/V Magic Orion of approximately $2.0 million, excluding any transaction related costs.

 

On December 21, 2023, we entered into an agreement with an entity beneficially owned by a family member of our Chairman, Chief Executive Officer and Chief Financial Officer for the sale of the M/V Magic Venus, a 2010-built Kamsarmax, at a price of $17.5 million. The vessel is expected to be delivered to its new owners during the first quarter of 2024. We expect to recognize during the first quarter of 2024 a net gain of approximately $3.5 million, excluding any transaction-related costs.

 

On January 19, 2024, we entered into an agreement with an entity beneficially owned by a family member of our Chairman, Chief Executive Officer and Chief Financial Officer for the sale of the M/V Magic Horizon, a 2010-built Panamax, at a price of $15.8 million. The vessel is expected to be delivered to its new owners during the first quarter of 2024. We expect to recognize during the first quarter of 2024 a net gain of approximately $4.6 million, excluding any transaction-related costs.

 

On January 19, 2024, the Company entered into an agreement with an entity beneficially owned by a family member of our Chairman, Chief Executive Officer and Chief Financial Officer for the sale of the M/V Magic Nova, a 2010-built Panamax, at a price of $16.1 million. The vessel is expected to be delivered to its new owners during the first quarter of 2024. We expect to recognize during the first quarter of 2024 a net gain of approximately $4.4 million, excluding any transaction-related costs.

 

 

Nasdaq Capital Market Minimum Bid Price Notice

 

On April 20, 2023, the Company received a notification from the Nasdaq that it was not in compliance with the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market and was provided with 180 calendar days to regain compliance with the Nasdaq Capital Market minimum bid price requirement. On October 19, 2023, we announced that we received a notification letter on October 18, 2023 from Nasdaq granting us an additional 180-day extension to April 15, 2024 (the “Second Compliance Period”) to regain compliance with Nasdaq’s $1.00 per share minimum bid price requirement (the “Minimum Bid Price Requirement”) for continued listing of our Common Shares on the Nasdaq Capital Market. We can cure this deficiency if the closing bid price of our Common Shares is $1.00 per share or higher for at least ten consecutive business days during the Second Compliance Period. We intend to regain compliance with the Minimum Bid Price Requirement within the Second Compliance Period and are considering all available options, including a reverse stock split, for which we have received shareholder approval. During the Second Compliance Period, our Common Shares will continue to be listed and trade on the Nasdaq Capital Market and our business operations are not affected by receipt of the notification. If we do not regain compliance within the Second Compliance Period, our Common Shares will be subject to delisting by Nasdaq.

 

Fleet Employment Status (as of February 7, 2024) During the three months ended December 31, 2023, we operated on average 18.9 vessels earning a Daily TCE Rate⁽²⁾ of $14,530 as compared to an average of 20.8 vessels earning a Daily TCE Rate⁽²⁾ of $16,295 during the same period in 2022.

 

Our employment profile as of February 7, 2024 is presented immediately below.

 

 

 

Financial Results Overview of Continuing Operations:

 

Set forth below are selected financial data of our dry bulk and containerships fleets (continuing operations) for each of the three months and year ended December 31, 2023, and 2022, respectively:

 

 

⁽¹⁾        EBITDA and Adjusted EBITDA are not recognized measures under U.S. GAAP. Please refer to Appendix B of this release for the definition and reconciliation of these measures to Net income, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

 

Consolidated Fleet Selected Financial and Operational Data:

 

Set forth below are selected financial and operational data of our dry bulk and containership fleets (continuing operations) for each of the three months and year ended December 31, 2023, and 2022, respectively, that we believe are useful in analyzing trends in our results of operations.

 

 

 

APPENDIX A

 

CASTOR MARITIME INC.

 

Unaudited Condensed Consolidated Statements of Comprehensive Income

 

(Expressed in U.S. Dollars—except for number of share data)

 

 

 

CASTOR MARITIME INC.

Unaudited Condensed Consolidated Balance Sheets

(Expressed in U.S. Dollars—except for number of share data)

CASTOR MARITIME INC.

Unaudited Consolidated Statements of Cash Flows

 

APPENDIX B

 

Non-GAAP Financial Information

 

Daily Time Charter (“TCE”) Rate. The Daily Time Charter Equivalent Rate (“Daily TCE Rate”) is a measure of the average daily revenue performance of a vessel. The Daily 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 any measure of financial performance presented in accordance with U.S. GAAP. We calculate Daily TCE Rate by dividing total revenues (time charter and/or voyage charter revenues, and/or pool revenues, net of charterers’ commissions), less voyage expenses, by the number of Available Days during that period. Under a time charter, the charterer pays substantially all the vessel voyage related expenses. However, we may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time or other charter, during periods of commercial waiting time or while off-hire during dry-docking or due to other unforeseen circumstances. Under voyage charters, the majority of voyage expenses are generally borne by us whereas for vessels in a pool, such expenses are borne by the pool operator. The Daily TCE Rate is a standard shipping industry performance measure used primarily to compare period-to-period changes in a company’s performance and management believes that the Daily TCE Rate provides meaningful information to our investors since it compares daily net earnings generated by our vessels irrespective of the mix of charter types (i.e., time charter, voyage charter, or other) under which our vessels are employed between the periods while it further assists our management in making decisions regarding the deployment and use of our vessels and in evaluating our financial performance. Our calculation of the Daily TCE Rates may be different from and may not be comparable to that reported by other companies.

EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA are not measures of financial performance under U.S. GAAP, do not represent and should not be considered as an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. We define EBITDA as earnings before interest and finance costs (if any), net of interest income, taxes (when incurred), depreciation and amortization of deferred dry-docking costs. Adjusted EBITDA represents EBITDA adjusted to exclude unrealized gain/loss on equity securities, which the Company believes are not indicative of the ongoing performance of its core operations. EBITDA and Adjusted EBITDA are used as supplemental financial measure by management and external users of financial statements to assess our operating performance. We believe that EBITDA and Adjusted EBITDA assists our management by providing useful information that increases the comparability of our operating performance from period to period and against the operating performance of other companies in our industry that provide EBITDA information. This increased comparability is achieved by excluding the potentially disparate effects between periods or companies of interest, other financial items, depreciation and amortization and taxes for EBITDA, and further excluding unrealized gains/ loss on securities for Adjusted EBITDA, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. We believe that including EBITDA and Adjusted EBITDA as measures of operating performance benefits investors in (a) selecting between investing in us and other investment alternatives and (b) monitoring our ongoing financial and operational strength. Our basis of computing EBITDA and Adjusted EBITDA as presented below may be different from and may not be comparable to similarly titled measures of other companies.

 

The following table reconciles EBITDA and Adjusted EBITDA to Net income from continuing operations, the most directly comparable U.S. GAAP financial measure, for the periods presented:

 

 

 

 

Matters discussed in this press release may constitute forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance (including the expected deliveries of vessels by us discussed herein), and underlying assumptions and other statements, which are other than statements of historical facts. We are including this cautionary statement in connection with this safe harbor legislation. The words “believe”, “anticipate”, “intend”, “estimate”, “forecast”, “project”, “plan”, “potential”, “will”, “may”, “should”, “expect”, “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management’s examination of current or historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these forward-looking statements, including these expectations, beliefs or projections. In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward‐looking statements include the effects of the spin-off of our tanker business, our business strategy, shipping markets conditions and trends, changes in the size and composition of our fleet, our ability to realize the expected benefits of vessel acquisitions, increased transactions costs and other adverse effects (such as lost profit) due to any failure to consummate any sale of our vessels, our relationships with our current and future service providers and customers, our ability to borrow under existing or future debt agreements or to refinance our debt on favorable terms and our ability to comply with the covenants contained therein, our continued ability to enter into time or voyage charters with existing and new customers and to re-charter our vessels upon the expiry of the existing charters, changes in our operating and capitalized expenses, our ability to fund future capital expenditures and investments in the acquisition and refurbishment of our vessels, instances of off-hire, future sales of our securities in the public market and our ability to maintain compliance with applicable listing standards, volatility in our share price, potential conflicts of interest involving members of our board of directors, senior management and certain of our service providers that are related parties, general domestic and international political conditions or events (including armed conflicts such as the war in Ukraine and the conflict in the Middle East, acts of piracy or maritime aggression, such as recent maritime incidents involving vessels in and around the Red Sea, “trade wars”, global public health threats and major outbreaks of disease), changes in seaborne and other transportation (including as a result of the maritime incidents in and around the Red Sea), changes in governmental rules and regulations or actions taken by regulatory authorities, accidents and the impact of adverse weather and natural disasters. The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication, except to the extent required by applicable law. New factors emerge from time to time, and it is not possible for us to predict all or any of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these foregoing and other risks and uncertainties. These factors and the other risk factors described in this press release are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

CONTACT DETAILS

For further information please contact:

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