CTRM Castor Maritime Inc

 

 

Limassol, Cyprus, May 16, 2024 – Castor Maritime Inc. (NASDAQ: CTRM) (“Castor” or the “Company”), a diversified global shipping company, today announced its results for the three months ended March 31, 2024.

 

Earnings Highlights of the First Quarter Ended March 31, 2024:

 

 

 

 

 

 

 

 

 

Management Commentary First Quarter 2024:

 

First Quarter ended March 31, 2024, and 2023 Results

 

Total vessel revenues from continuing operations for the three months ended March 31, 2024, decreased to $20.4 million from $24.5 million in the same period of 2023. This variation was mainly driven by the decrease in our Available Days (defined below) from 1,980 days in the three months ended March 31, 2023, to 1,441 days in the three months ended March 31, 2024, following the sale of three dry bulk vessels during the three months ended March 31, 2024 and the sale of five dry bulk vessels from the second to fourth quarters of 2023. This decrease in Available Days was partially offset by an increase in prevailing charter rates of our dry bulk vessels.

 

There was a decrease in voyage expenses from continuing operations to $1.1 million in the three months ended March 31, 2024, from $1.3 million in the same period of 2023, which was mainly associated with a decrease in bunkers consumption.

 

Vessel operating expenses from continuing operations decreased by $3.2 million to $8.1 million in the three months ended March 31, 2024 from $11.3 million in the same period of 2023, mainly reflecting the decrease in the Ownership Days of our fleet to 1,441 days in the three months ended March 31, 2024, from 1,980 days in the same period in 2023.

 

Management fees for continuing operations in the three months ended March 31, 2024, amounted to $1.4 million, whereas in the same period of 2023, management fees totaled $1.8 million. This decrease in management fees is due to the decrease in the total number of Ownership Days for which our managers charge us a daily management fee following the sales of the dry bulk vessels mentioned above, 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 depreciation and amortization costs by $1.9 million to $3.9 million in the three months ended March 31, 2024, from $5.8 million in the same period of 2023, mainly reflects the decrease in our Ownership Days following the sale of three dry bulk vessels during the three months ended March 31, 2024 and the sale of five dry bulk vessels from the second to fourth quarters of 2023.

 

General and administrative expenses from continuing operations in the three months ended March 31, 2024, amounted to $1.9 million, whereas, in the same period of 2023, general and administrative expenses totaled $1.1 million. This increase mainly stemmed from higher professional fees during the period.

 

Gain on sale of vessels from continuing operations in the three months ended March 31, 2024, amounted to $7.9 million following the sales of: (i) M/V Magic Moon on January 16, 2024, (ii) M/V Magic Nova on March 11, 2024 and (iii) M/V Magic Orion on March 22, 2024.

During the three months ended March 31, 2024, we incurred net interest costs and finance costs from continuing operations amounting to $0.6 million compared to $2.3 million during the same period in 2023. The decrease is due to the drop in our weighted average indebtedness, as well as an increase in interest income we earned from our time and cash deposits, due to increased interest rates, as partially offset by a higher weighted average interest rate in our borrowings, as a result of the increase in the variable benchmark rates during the three months ended March 31, 2024, as compared with the same period of 2023.

 

Other income, net from continuing operations in the three months ended March 31, 2024, amounted to $11.1 million, which includes (i) an unrealized gain of $9.9 million from revaluing our investments in listed equity securities at period end market rates, (ii) dividend income on equity securities of $0.8 million and (iii) dividend income of $0.4 million from our investment in 140,000 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares of Toro (the “Toro Series A Preferred Shares”). Other expenses, net in the three months ended March 31, 2023 amounted to $7.3 million and mainly included (i) an unrealized loss of $7.7 million from revaluing our investments in listed equity securities at period end market rates, (ii) dividend income on equity securities of $0.3 million and (iii) dividend income of $0.1 million from our investment in the Toro Series A Preferred Shares.

 

 

Warrants tender offer

 

On April 22, 2024, we commenced a tender offer (the “Offer”) to purchase all of our outstanding Common Share Purchase Warrants issued on April 7, 2021 (the “Warrants”) at a price of $0.105 per Warrant, net to the seller in cash, without interest. Payments made pursuant to the Offer will be rounded down to the nearest whole cent. The purpose of the Offer is to reduce the number of shares that would become outstanding upon the exercise of the Warrants, thereby providing investors and potential investors with greater clarity as to our capital structure. The Offer will expire at the end of the day, 5:00 P.M., Eastern time, on Friday, May 31, 2024, unless extended. The Warrants are exercisable in the aggregate into 1,033,077 of our common shares, par value $0.001 per share (the “warrant shares”), at an exercise price per warrant share of $55.30. The number of warrant shares and this exercise price reflect adjustments as a result of the 1-for-10 reverse stock split discussed above.

 

Liquidity/ Financing/Cash flow update

Our consolidated cash position (including our restricted cash) from continuing operations as of March 31, 2024, increased by $44.3 million to $165.2 million, as compared to our cash position on December 31, 2023, which amounted to $120.9 million. The increase was mainly the result of: (i) $11.3 million of net operating cash flows received during the three months ended March 31, 2024, (ii) $43.8 million inflow of net proceeds from the sales of the M/V Magic Moon, M/V Magic Nova and M/V Magic Orion and from advance deposits of $4.95 million received relating to the sale of the M/V Magic Nebula, M/V Magic Venus and M/V Magic Horizon, offset by $3.8 million of cash outflow from the purchase of equity securities, (iii) $0.6 million of dividends paid on the Series D Preferred Shares and (iv) $11.4 million for scheduled principal repayments and early prepayments due to sale of vessels, on our debt.

 

As of March 31, 2024, our total debt from continuing operations, gross of unamortized deferred loan fees, was $75.2 million, of which $26.6 million is repayable within one year, as compared to $86.6 million of gross total debt as of December 31, 2023, a decline mainly due to prepayments in connection with vessel dispositions.

 

Nasdaq Listing Standards Compliance Update

 

On April 20, 2023, we received a notification from the Nasdaq Stock Market (“Nasdaq”) that the Company was not in compliance with the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market and we were 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 the Nasdaq granting us an additional 180-day extension to April 15, 2024 to regain compliance with Nasdaq’s minimum bid price requirement. On March 27, 2024, we effected a 1-for-10 reverse stock split of our common stock for the purpose of regaining compliance with the Nasdaq minimum bid price requirement pursuant to the authority granted to our board of directors by our shareholders. As a result of the reverse stock split, the number of outstanding shares was decreased to 9,662,354 common shares as of March 27, 2024, while the par value of our common shares remained unchanged at $0.001 per share. On April 11, 2024, we received written confirmation from Nasdaq that we had regained compliance with Nasdaq Listing Rule 5550(a)(2).

 

All share and per share amounts, as well as warrant shares eligible for purchase under the Company’s effective warrant schemes have been retroactively adjusted to reflect the reverse stock split.

 

Vessel Sales

 

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 recognized during the first quarter of 2024 a net gain on the sale of the M/V Magic Moon of approximately $2.4 million.

 

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 was delivered to its new owners on March 22, 2024. We recognized during the first quarter of 2024 a net gain on the sale of the M/V Magic Orion of approximately $1.4 million.

 

On December 21, 2023, we entered into an agreement with an entity affiliated with 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 terms of the transaction were negotiated and approved by a special committee of our disinterested and independent directors. The vessel was delivered to its new owners on May 10, 2024. We expect to recognize during the second 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 terms of the transaction were negotiated and approved by a special committee of our disinterested and independent directors. The vessel is expected to be delivered to its new owners during the second quarter of 2024. We expect to recognize during the second quarter of 2024 a net gain of approximately $4.6 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 Nova, a 2010-built Panamax, at a price of $16.1 million. The terms of the transaction were negotiated and approved by a special committee of our disinterested and independent directors. The vessel was delivered to its new owners on March 11, 2024. We recognized during the first quarter of 2024 a net gain of approximately $4.1 million.

 

On February 15, 2024, we entered into an agreement with an entity affiliated with a family member of our Chairman, Chief Executive Officer and Chief Financial Officer for the sale of the M/V Magic Nebula, a 2010-built Kamsarmax, at a price of $16.2 million. The terms of the transaction were negotiated and approved by a special committee of our disinterested and independent directors. The vessel was delivered to its new owners on April 18, 2024. We expect to recognize during the second quarter of 2024 a net gain of approximately $2.5 million, excluding any transaction-related costs.

 

On May 1, 2024, we entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Vela, a 2011-built Panamax, at a price of $16.4 million. The vessel is expected to be delivered to its new owners during the second quarter of 2024. We expect to recognize during the second quarter of 2024 a net gain of approximately $2.7 million, excluding any transaction-related costs.

 

 

During the three months ended March 31, 2024, we operated on average 15.8 vessels earning a Daily TCE Rate⁽²⁾ of $13,411 as compared to an average of 22.0 vessels earning a Daily TCE Rate⁽²⁾ of $11,713 during the same period in 2023.

 

Our employment profile as of May 15, 2024 is presented immediately below.

 

 

Dry Bulk Carriers
Vessel Name	Type	Capacity (dwt)	Year Built	Country of Construction	Type of Employment(1)	Daily Gross Charter Rate	Estimated Redelivery Date
							Earliest	Latest
Magic Thunder	Kamsarmax	83,375	2011	Japan	TC period	$16,200 per day(3)	Sep-24	-(11)
Magic Perseus	Kamsarmax	82,158	2013	Japan	TC period	$16,300 per day(4)	Sep-24	-(11)
Magic Starlight	Kamsarmax	81,048	2015	China	TC period	$14,600 per day(5)	Jun-24	-(12)
Magic Mars	Panamax	76,822	2014	Korea	TC period	$14,750 per day(6)	May-24	-(12)
Magic Horizon (2)	Panamax	76,619	2010	Japan	TC period	$17,450 per day (7)	Mar-24	-(13)
Magic P	Panamax	76,453	2004	Japan	TC period	$15,150 per day(8)	May-24	-(12)
Magic Vela(2)	Panamax	75,003	2011	China	TC period	95% of BPI4TC (9)	May-24	Aug-24
Magic Eclipse	Panamax	74,940	2011	Japan	TC period	100% of BPI4TC	May-24	Aug-24
Magic Pluto	Panamax	74,940	2013	Japan	TC period	$18,150 per day (10)	Sep-24	-(11)
Magic Callisto	Panamax	74,930	2012	Japan	TC period	101%  BPI4TC	Apr-24	Jul-24
Containerships
Vessel Name	Type	Capacity (dwt)	Year Built	Country of Construction	Type of Employment	Daily Gross Charter Rate ($/day)	Estimated Redelivery Date
							Earliest	Latest
Ariana A	Containership	38,117	2005	Germany	TC period	$16,000	May-24	Jun-24(14)
Gabriela A	Containership	38,121	2005	Germany	TC period	$17,000	Feb-25	May-25

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 ended March 31, 2024, and 2023, 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/(loss), 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 ended March 31, 2024, and 2023, 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)

		March 31, 2024				December 31, 2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	157,203,721			$	111,383,645
Restricted cash			2,830,759				2,327,502
Due from related parties			4,337,429				5,650,168
Assets held for sale			39,068,012				38,656,048
Other current assets			97,066,433				84,259,511
Total current assets			300,506,354				242,276,874
NON-CURRENT ASSETS:
Vessels, net			189,713,003				229,536,996
Restricted cash			5,150,000				7,190,000
Due from related parties			3,599,018				4,504,340
Investment in related party			117,541,024				117,537,135
Other non-currents assets			3,024,666				3,996,634
Total non-current assets			319,027,711				362,765,105
Total assets			619,534,065				605,041,979
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt, net			14,541,683				17,679,295
Debt related to assets held for sale, net			11,689,285				2,406,648
Due to related parties, current			548,610				541,666
Other current liabilities			12,052,624				7,974,787
Total current liabilities			38,832,202				28,602,396
NON-CURRENT LIABILITIES:
Long-term debt, net			48,272,320				65,709,842
Total non-current liabilities			48,272,320				65,709,842
Total liabilities			87,104,522				94,312,238
MEZZANINE EQUITY
5.00% Series D fixed rate cumulative perpetual convertible preferred shares: 50,000 shares issued and outstanding as of December 31, 2023 and March 31, 2024, respectively, aggregate liquidation preference of $50,000,000 as of December 31, 2023 and March 31, 2024, respectively			49,673,302				49,549,489
Total mezzanine equity			49,673,302				49,549,489
SHAREHOLDERS’ EQUITY
Common shares, $0.001 par value; 1,950,000,000 shares authorized; 9,662,354 issued and outstanding as of December 31, 2023 and March 31, 2024			9,662				9,662
Series B Preferred Shares - 12,000 shares issued and outstanding as of December 31, 2023 and March 31, 2024			12				12
Additional paid-in capital			266,447,819				266,447,819
Retained Earnings			216,298,748				194,722,759
Total shareholders’ equity			482,756,241				461,180,252
Total liabilities, mezzanine equity and shareholders’ equity		$	619,534,065			$	605,041,979

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. 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.

The following table reconciles the calculation of the Daily TCE Rate for our dry bulk and containership fleet (continuing operations) to Total vessel revenues (from continuing operations) for the periods presented (amounts in U.S. dollars, except for Available Days):

 

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 / (loss) 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 generally: the effects of the spin-off of our tanker business, our business strategy, expected capital spending and other plans and objectives for future operations, dry bulk and containership market conditions and trends, including volatility in charter rates (particularly for vessels employed in short-term time charters or index linked period time charters), factors affecting supply and demand, fluctuating vessel values, opportunities for the profitable operations of dry bulk and container vessels and the strength of world economies, changes in the size and composition of our fleet, our ability to realize the expected benefits from our past or future vessel acquisitions, 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, including the ongoing performance of their obligations, dependence on their expertise, compliance with applicable laws, and any impacts on our reputation due to our association with them, 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, in particular due to economic, financial or operational reasons, 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, including bunker prices, dry-docking, insurance costs, costs associated with regulatory compliance, and costs associated with climate change, our ability to fund future capital expenditures and investments in the acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue), instances of off-hire, due to vessel upgrades and repairs, fluctuations in interest rates and currencies, including the value of the U.S. dollar relative to other currencies, any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity breach, existing or future disputes, proceedings or litigation, future sales of our securities in the public market and our ability to maintain compliance with applicable listing standards, volatility in our share price, including due to high volume transactions in our shares by retail investors, potential conflicts of interest involving affiliated entities and/or 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, sanctions, “trade wars”, global public health threats and major outbreaks of disease, changes in seaborne and other transportation, including due to the maritime incidents in and around the Red Sea, fluctuating demand for dry bulk and container vessels and/or disruption of shipping routes due to accidents, political events, international sanctions, international hostilities and instability, piracy or acts of terrorism, changes in governmental rules and regulations or actions taken by regulatory authorities, including changes to environmental regulations applicable to the shipping industry, accidents, the impact of adverse weather and natural disasters and any other factors described in our filings with the SEC. 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, 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