REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(Exact name of Registrant as specified in its charter)
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(Translation of Registrant’s name into English)
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Republic of the
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(Jurisdiction of incorporation or organization)
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(Address of principal executive offices)
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Phone number: +
Fax Number: +
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(Name, Telephone, E-mail and/or Facsimile number and
Address of Company Contact Person)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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☐ Yes
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☒
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☐ Yes
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☒
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☒
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☐ No
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☒
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☐ No
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Large accelerated filer ☐
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Accelerated filer ☐
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Emerging Growth Company
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☒
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☐
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International Financial Reporting Standards as issued by the International Accounting Standards Board
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☐
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Other
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☐
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Item 17
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☐
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Item 18
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☒ No
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☐ Yes
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☐ No
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PAGE
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1 |
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ITEM 1.
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1 |
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ITEM 2.
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1 |
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ITEM 3.
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1 |
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ITEM 4.
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30 |
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ITEM 4A.
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47 |
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ITEM 5.
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47 |
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ITEM 6.
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66 |
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ITEM 7.
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67 |
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ITEM 8.
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69 |
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ITEM 9.
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70 |
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ITEM 10.
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70 |
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ITEM 11.
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81 |
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ITEM 12.
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82 |
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83 |
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ITEM 13.
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83 |
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ITEM 14.
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83 |
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ITEM 15.
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83 |
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ITEM 16.
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84 |
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ITEM 16A.
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84 |
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ITEM 16B.
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84 |
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ITEM 16C.
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85 |
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ITEM 16D.
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85 |
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ITEM 16E.
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85 |
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ITEM 16F.
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85 |
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ITEM 16G.
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85 |
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ITEM 16H.
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86 |
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ITEM 16I.
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86 |
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86 |
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ITEM 17.
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86 |
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ITEM 18.
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86 |
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ITEM 19.
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87 |
• |
our business strategy, expected capital spending and other plans and objectives for future operations;
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• |
dry bulk and tanker market conditions and trends, including volatility in charter rates, factors affecting supply and demand, fluctuating vessel values, opportunities for the profitable operations of dry bulk and tanker carriers and the
strength of world economies;
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• |
the rapid growth of our fleet, our ability to realize the expected benefits from our past or future vessel acquisitions, and the effects of our fleet’s growth on our future financial condition, operating results, future revenues and
expenses, future liquidity, and the adequacy of cash flows from our operations;
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• |
our relationships with our current and future service providers and customers, including the ongoing performance of their obligations, compliance with applicable laws, and any impacts on our reputation due to our association with them;
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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;
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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;
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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;
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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);
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instances of off-hire, including due to limitations imposed by COVID-19 and/or due to vessel upgrades and repairs;
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future sales of our securities in the public market and our ability to maintain compliance with applicable listing standards;
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volatility in our share price, including due to high volume transactions in our shares by retail investors;
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potential conflicts of interest involving members of our Board of Directors, senior management and certain of our service providers that are related parties;
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general domestic and international political conditions or events, including “trade wars”, global public health threats and major outbreaks of disease;
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changes in seaborne and other transportation, including due to fluctuating demand for dry bulk and tanker vessels and/or disruption of shipping routes due to accidents, political events, international
hostilities and instability, piracy or acts of terrorism;
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changes in governmental rules and regulations or actions taken by regulatory authorities, including changes to environmental regulations applicable to the shipping industry;
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the impact of adverse weather and natural disasters; and
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any other factor detailed in this annual report and from time to time in our reports.
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ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
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ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE
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ITEM 3. |
KEY INFORMATION
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A. |
[Reserved]
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B. |
Capitalization and Indebtedness
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C. |
Reasons for the Offer and Use of Proceeds
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D. |
Risk Factors
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Charter hire rates for dry bulk and tanker vessels are volatile. A decrease in charter rates may adversely affect our business, financial condition and operating results.
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An oversupply of dry bulk and/or tanker vessel capacity may prolong or further depress low charter rates when they occur, which may limit our ability to operate our vessels profitably.
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Global economic and financial conditions may negatively impact the dry bulk and tanker sectors of the shipping industry, including the extension of credit.
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Risks involved in operating ocean-going vessels could affect our business and reputation.
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The operation of tankers has unique operational risks associated with the transportation of oil.
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A decline in the market values of our vessels could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, and result in impairment charges or losses on sale.
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Political instability, terrorist attacks, international hostilities and global public health threats, including major outbreaks of diseases, could adversely affect our business.
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Compliance with safety and other vessel requirements imposed by classification societies may be costly and could reduce our net cash flows and negatively impact our results of operations.
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We are subject to laws, regulations and standards (including environmental standards such as IMO 2020, standards regulating ballast water discharge, etc.), which could adversely affect our business, results
of operations, cash flows, and financial condition. In particular, climate change and greenhouse gas restrictions may adversely impact our operations and markets.
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Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.
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We have grown our fleet exponentially and we may have difficulty managing our growth properly which may adversely affect our operations and profitability.
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We may not be able to execute our growth strategy and we may not realize the benefits we expect from past acquisitions or future acquisitions or other strategic transactions.
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We operate secondhand vessels with an age above the industry average which may lead to increased technical problems for our vessels, higher operating expenses, affect our ability to profitably charter our vessels and to comply with
environmental standards and future maritime regulations and result in a more rapid depreciation in our vessels’ market and book values.
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We are dependent upon Castor Ships and Pavimar, which are related parties, and other third-party sub-managers (particularly for our tanker segments), for the management of our fleet and business, and failure
of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.
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Our credit facilities contain, and we expect that any new or amended credit facility we enter into will contain, restrictive financial covenants that we may not be able to comply with due to economic,
financial or operational reasons and may limit our business and financing activities.
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Our Board may never declare dividends.
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Our share price has been highly volatile and may continue to be volatile in the future, and as a result, investors in our common shares could incur substantial losses.
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Nasdaq may delist our common shares from its exchange which could limit your ability to make transactions in our securities and subject us to additional trading restrictions.
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Recent share issuances and future issuances, or the potential of such issuances, may impact the price of our common shares and could impair our ability to raise capital through subsequent equity offerings.
Shareholders may experience significant dilution as a result of any such issuances.
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We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate and case law.
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Our Chairman, Chief Executive Officer and Chief Financial Officer, who may be deemed to beneficially own, directly or indirectly, 100% of our Series B Preferred Shares, has control over us.
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global and regional economic and political conditions and developments, including armed conflicts and terrorist activities, embargoes and strikes;
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developments in international trade;
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changes in seaborne and other transportation and distribution patterns, typically influenced by the relative advantage of the various sources of production, locations of consumption, pricing differentials and
seasonality;
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pandemics, such as the COVID-19 outbreak;
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environmental and other regulatory developments;
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currency exchange rates; and
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the weather.
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the number of newbuilding orders and deliveries;
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the number of shipyards and ability of shipyards to deliver vessels;
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port and canal congestion;
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scrapping of older vessels;
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the speed of vessels being operated;
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vessel casualties; and
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the number of vessels that are out of service or laid up.
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low charter rates, particularly for vessels employed on short-term time charters, in the spot voyage market or pools;
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decreases in the market value of vessels and limited second-hand market for the sale of vessels;
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limited financing for vessels;
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widespread loan covenant defaults; and
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declaration of bankruptcy by certain vessel operators, vessel managers, vessel owners, shipyards and charterers.
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a marine disaster;
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terrorism;
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environmental accidents;
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cargo and property losses and damage; and
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business interruptions caused by mechanical failure, human error, war, terrorism, piracy, political action in various countries, labor strikes, or adverse weather conditions.
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office assessments and audits of the vessel operator;
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the operator’s environmental, health and safety record;
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compliance with the standards of the International Maritime Organization (the “IMO”), a United Nations agency that issues international trade standards for shipping;
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compliance with heightened industry standards that have been set by several oil companies;
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shipping industry relationships, reputation for customer service, technical and operating expertise;
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compliance with oil majors codes of conduct, policies and guidelines, including transparency, anti-bribery and ethical conduct requirements and relationships with third parties;
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• |
shipping experience and quality of ship operations, including cost-effectiveness;
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quality, experience and technical capability of crews;
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• |
the ability to finance vessels at competitive rates and overall financial stability;
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• |
relationships with shipyards and the ability to obtain suitable berths;
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• |
construction management experience, including the ability to procure on-time delivery of new vessels according to customer specifications;
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• |
willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and
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• |
competitiveness of the bid in terms of overall price.
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• |
prevailing level of charter rates;
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• |
general economic and market conditions affecting the shipping industry;
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• |
the types, sizes and ages of the vessels, including as compared to other vessels in the market;
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• |
supply of and demand for vessels;
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• |
the availability and cost of other modes of transportation;
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distressed asset sales, including newbuilding contract sales below acquisition costs due to lack of financing;
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cost of newbuildings;
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• |
governmental or other regulations, including those that may limit the useful life of vessels; and
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the need to upgrade vessels as a result of charterer requirements, technological advances in vessel design or equipment or otherwise.
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• |
deterioration of economic conditions and activity and of demand for shipping;
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operational disruptions to us or our customers due to worker health risks and the effects of new regulations, directives or practices implemented in response to the pandemic (such as travel restrictions for individuals, delays in
replacing crews and vessels, and quarantining and physical distancing);
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delays in the loading and discharging of cargo on or from our vessels, vessel inspections and related certifications by class societies, customers or government agencies and maintenance, modifications or repairs to, or dry-docking of,
our existing vessels due to worker health or other business disruptions;
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• |
reduced cash flow as a result of the above and worsened financial condition, including potential liquidity constraints;
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• |
potential non-performance by counterparties relying on force majeure clauses and potential deterioration in the financial condition and prospects of our customers or other business partners;
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• |
credit tightening or declines in global financial markets, including to the prices of our publicly traded securities and the securities of our peers, could make it more difficult for us to access capital; and
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potential disruptions, delays or cancellations in the construction of new vessels, which could reduce our future growth opportunities.
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•
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identify suitable vessels, including newbuilding slots at reputable shipyards and/or shipping companies for acquisitions at attractive prices;
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•
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realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements from past acquisitions;
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•
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obtain required financing for our existing and new operations;
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integrate any acquired vessels, assets or businesses successfully with our existing operations, including obtaining any approvals and qualifications necessary to operate vessels that we acquire;
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hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet;
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improve our operating, financial and accounting systems and controls; and
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cope with competition from other companies, many of which have significantly greater financial resources than we do, and may reduce our acquisition opportunities or cause us to pay higher prices.
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as our vessels age, typically, they become less fuel-efficient and more costly to maintain than more recently constructed vessels due to improvements in engine technology and increased maintenance
requirements;
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cargo insurance rates increase with the age of a vessel, making our vessels more expensive to operate;
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•
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governmental regulations, environmental and safety or other equipment standards related to the age of vessels may also require expenditures for alterations or the addition of new equipment to our vessels
and may restrict the type of activities in which our vessels may engage.
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incur or guarantee additional indebtedness outside of our ordinary course of business;
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charge, pledge or encumber our vessels;
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change the flag, class, management or ownership of our vessels;
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change the commercial and technical management of our vessels;
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declare or pay any dividends or other distributions at a time when the Company has an event of default or the payment of such distribution would cause an event of default;
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form or acquire any subsidiaries;
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make any investments in any person, asset, firm, corporation, joint venture or other entity;
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merge or consolidate with any other person;
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sell or change the beneficial ownership or control of our vessels if there has been a change of control directly or indirectly in our subsidiaries or us; and
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to enter into time charter contracts above a certain duration or bareboat charters.
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(i) |
maintaining a certain minimum level of cash on pledged deposit accounts with the borrowers;
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(ii) |
maintaining a certain minimum value ratio at the borrowers’ level, which is the ratio of the aggregate market value of the mortgaged vessels plus the value of any additional security and value of the pledged deposit and/or the value of
dry dock reserve accounts to the aggregate principal amounts due under the facilities;
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(iii) |
maintaining a dry dock reserve at the borrowers’ level;
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(iv) |
not having a ratio of net debt to assets adjusted for the market value of the vessels above a certain level;
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(v) |
maintaining a certain level of minimum free cash at Castor Maritime; and
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(vi) |
maintaining a trailing 12 months EBITDA to net interest expense ratio at and above a certain level.
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the market price of our common shares may experience rapid and substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals;
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to the extent volatility in our common shares is caused by a “short squeeze” in which coordinated trading activity causes a spike in the market price of our common shares as traders with a short position make market purchases to avoid
or to mitigate potential losses, investors may purchase at inflated prices unrelated to our financial performance or prospects, and may thereafter suffer substantial losses as prices decline once the level of short-covering purchases has
abated;
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if the market price of our common shares declines, you may be unable to resell your shares at or above the price at which you acquired them. We cannot assure you that the equity issuance of our common shares will not fluctuate,
increase or decline significantly in the future, in which case you could incur substantial losses.
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• |
investor reaction to our business strategy;
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the sentiment of the significant number of retail investors whom we believe to hold our common shares, in part due to direct access by retail investors to broadly available trading platforms, and whose investment thesis may be
influenced by views expressed on financial trading and other social media sites and online forums;
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the amount and status of short interest in our common shares, access to margin debt, trading in options and other derivatives on our common shares and any related hedging and other trading factors;
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• |
our continued compliance with the listing standards of the Nasdaq Capital Market;
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regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our industry;
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variations in our financial results or those of companies that are perceived to be similar to us;
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our ability or inability to raise additional capital and the terms on which we raise it;
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our dividend strategy;
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our continued compliance with our debt covenants;
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variations in the value of our fleet;
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declines in the market prices of stocks generally;
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trading volume of our common shares;
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sales of our common shares by us or our shareholders;
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speculation in the press or investment community about our Company or industry;
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general economic, industry and market conditions; and
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other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics, including
the ongoing COVID-19 pandemic, and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather and climate conditions, whether occurring in the United States or elsewhere, could disrupt our operations or
result in political or economic instability.
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our existing shareholders’ proportionate ownership interest in us will decrease;
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the earnings per share and the per share amount of cash available for dividends on our common shares (as and if declared) could decrease;
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the relative voting strength of each previously outstanding common share could be diminished;
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the market price of our common shares could decline; and
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our ability to raise capital through the sale of additional securities at a time and price that we deem appropriate, could be impaired.
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authorizing our Board to issue “blank check” preferred shares without shareholder approval;
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providing for a classified Board with staggered, three-year terms;
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establishing certain advance notice requirements for nominations for election to our Board or for proposing matters that can be acted on by shareholders at shareholder meetings;
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prohibiting cumulative voting in the election of directors;
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limiting the persons who may call special meetings of shareholders; and
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establishing supermajority voting provisions with respect to amendments to certain provisions of our Articles of Incorporation and Bylaws.
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ITEM 4. |
INFORMATION ON THE COMPANY
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A. |
History and Development of the Company
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B. |
Business Overview
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Vessel Name
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Year
Built
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Type of
Charter |
Capacity
(dwt) |
Delivered to
Castor |
Gross Charter Rate ($/day)
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Estimated Earliest Charter Expiration
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Estimated Latest Charter Expiration
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Panamax
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Magic Nova
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2010
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Period Time Charter
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78,833
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October 2020
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$25,300(1)
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October 2022
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February 2023
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Magic Mars
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2014
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Period Time Charter
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76,822
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September 2021
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$21,500(2)
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November 2022
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February 2023
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Magic Phoenix
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2008
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Period Time Charter
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76,636
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October 2021
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102% of BPI4TC(3) (4)
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September 2022
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December 2022
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Magic Horizon
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2010
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Trip Time Charter
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76,619
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October 2020
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$20,100(5)
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March 2022
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March 2022
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Magic Moon
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2005
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Trip Time Charter
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76,602
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October 2019
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$25,000
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April 2022
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April 2022
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Magic P
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2004
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Period Time Charter
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76,453
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February 2017
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$27,500
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April 2022
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July 2022
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Magic Sun
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2001
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Trip Time Charter
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75,311
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September 2019
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$17,500 plus $750,000 Ballast Bonus
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April 2022
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April 2022
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Magic Vela
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2011
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Trip Time Charter
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75,003
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May 2021
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$16,000 plus $550,000 Ballast Bonus
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April 2022
|
April 2022
|
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Magic Eclipse
|
2011
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Period Time Charter
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74,940
|
June 2021
|
$28,500
|
April 2022
|
July 2022
|
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Magic Pluto
|
2013
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Period Time Charter
|
74,940
|
August 2021
|
$24,000(6)
|
November 2022
|
February 2023
|
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Magic Callisto
|
2012
|
Period Time Charter
|
74,930
|
January 2022
|
$27,000(7)
|
October 2022
|
January 2023
|
||||
Magic Rainbow
|
2007
|
Trip Time Charter
|
73,593
|
August 2020
|
$16,000
|
April 2022
|
April 2022
|
||||
Kamsarmax
|
|||||||||||
Magic Venus
|
2010
|
Trip Time Charter
|
83,416
|
March 2021
|
$16,300 plus $630,000 Ballast Bonus (8)
|
April 2022
|
April 2022
|
||||
Magic Thunder
|
2011
|
Period Time Charter
|
83,375
|
April 2021
|
100% of BPI5TC
|
October 2022
|
January 2023
|
||||
Magic Argo
|
2009
|
Trip Time Charter
|
82,338
|
March 2021
|
$16,600(9)
|
April 2022
|
April 2022
|
||||
Magic Perseus
|
2013
|
Period Time Charter
|
82,158
|
August 2021
|
100% of BPI5TC
|
October 2022
|
January 2023
|
||||
Magic Starlight
|
2015
|
Period Time Charter
|
81,048
|
May 2021
|
$32,000(10)
|
September 2022
|
March 2023
|
||||
Magic Twilight
|
2010
|
Period Time Charter
|
80,283
|
April 2021
|
$25,000(11)
|
January 2023
|
April 2023
|
||||
Magic Nebula
|
2010
|
Period Time Charter
|
80,281
|
May 2021
|
$23,500
|
September 2022
|
November 2022
|
||||
Capesize
|
|||||||||||
Magic Orion
|
2006
|
Period Time Charter
|
180,200
|
March 2021
|
101% of BCI5TC (12)
|
October 2022
|
January 2023
|
(1) |
The vessels’ daily gross charter rate is equal to 92% of BPI5TC. In accordance with the prevailing charter party, on 17/02/2022 owners converted the index-linked rate to fixed from 01/03/2022 until 30/09/2022, at a rate of $25,300 per
day. Upon completion of said period, the rate will be converted back to index linked. The benchmark vessel used in the calculation of the average of the Baltic Panamax Index 5TC routes is a non-scrubber fitted 82,500mt dwt vessel
(Kamsarmax) with specific age, speed - consumption, and design characteristics.
|
(2) |
The vessels’ daily gross charter rate is equal to 91% of BPI5TC. In accordance with the prevailing charter party, on 20/01/2022 owners converted the index-linked rate to fixed from 01/02/2022 until 30/09/2022, at a rate of $21,500 per
day. Upon completion of said period, the rate will be converted back to index linked.
|
(3) |
The benchmark vessel used in the calculation of the average of the Baltic Panamax Index 4TC routes is a non-scrubber fitted 74,000mt dwt vessel (Panamax) with specific age, speed - consumption, and design characteristics.
|
(4) |
In accordance with the prevailing charter party, on 03/03/2022 owners converted the index-linked rate to fixed from 01/04/2022 until 30/09/2022, at a rate of $28,100 per day. Upon completion of said period, the rate will be converted
back to index linked.
|
(5) |
Upon completion of current time charter trip, estimated within April, the vessel has been fixed on a time charter period at a gross daily charter rate equal to 103% of the average of Baltic Panamax Index 4TC routes, with a minimum
duration of 12 months and a maximum duration of 15 months, at the charterer’s option.
|
(6) |
The vessels’ daily gross charter rate is equal to 91% of BPI5TC. In accordance with the prevailing charter party, on 08/02/2022 owners converted the index-linked rate to fixed from 01/03/2022 until 30/09/2022, at a rate of $24,000 per
day. Upon completion of said period, the rate will be converted back to index linked.
|
(7) |
The vessels’ daily gross charter rate is equal to 101% of BPI4TC. In accordance with the prevailing charter party, on 22/02/2022 owners converted the index-linked rate to fixed from 01/03/2022 until 30/09/2022, at a rate of $27,000 per
day. Upon completion of said period, the rate will be converted back to index linked.
|
(8) |
Upon completion of current time charter trip, estimated within April, the vessel has been fixed on a time charter period at a gross daily charter rate equal to 100% of the average of Baltic Panamax Index 5TC routes, with a minimum
duration of about 13 months and a maximum duration of about 15 months, at the charterer’s option.
|
(9) |
Upon completion of current time charter trip, estimated within April, the vessel has been fixed on a time charter period at a gross daily charter rate equal to 103% of the average of Baltic Panamax Index 5TC routes, with a minimum
duration of 12 months and a maximum duration of 15 months, at the charterer’s option.
|
(10) |
The vessels’ daily gross charter rate is equal to 114% of BPI4TC. In accordance with the prevailing charter party, on 19/10/2021 owners converted the index-linked rate to fixed from 01/01/2022 until 30/09/2022, at a rate of $32,000 per
day. Upon completion of said period, the rate will be converted back to index linked.
|
(11) |
In accordance with the prevailing charter party, the vessel’s daily gross charter rate is $25,000 per day for the first 30 days and thereafter index-linked at a rate equal to 93% of BPI5TC.
|
(12) |
The benchmark vessel used in the calculation of the average of the Baltic Capesize Index 5TC routes is a non-scrubber fitted 180,000mt dwt vessel (Capesize) with specific age, speed - consumption, and design characteristics.
|
Vessel Name
|
Year
Built
|
Type of
Charter |
Capacity
(dwt) |
Delivered to
Castor |
Gross Charter Rate ($/day)
|
Estimated Earliest Charter Expiration
|
Estimated Latest Charter Expiration
|
||||||||||||
Aframax/LR2
|
|||||||||||||||||||
Wonder Polaris
|
2005
|
Voyage
|
115,351
|
March 2021
|
$
|
6,500
|
(1)
|
31 March 2022 (2)
|
N/A
|
||||||||||
Wonder Sirius
|
2005
|
Unfixed
|
115,341
|
March 2021
|
N/A
|
N/A
|
N/A
|
||||||||||||
Wonder Bellatrix
|
2006
|
Voyage
|
115,341
|
December 2021
|
$
|
21,024
|
(1)
|
3 April 2022 (2)
|
N/A
|
||||||||||
Wonder Musica
|
2004
|
Unfixed
|
106,290
|
June 2021
|
|
N/A
|
|
N/A
|
N/A
|
||||||||||
Wonder Avior
|
2004
|
Voyage
|
106,162
|
May 2021
|
$
|
7,440
|
(1)
|
16 April 2022 (2)
|
N/A
|
||||||||||
Wonder Arcturus
|
2002
|
Unfixed
|
106,149
|
May 2021
|
N/A
|
N/A
|
N/A
|
||||||||||||
Aframax
|
|||||||||||||||||||
Wonder Vega
|
2005
|
Tanker Pool (3)
|
106,062
|
May 2021
|
N/A
|
N/A
|
N/A
|
(1) |
For vessels that are employed on the voyage/spot market, the gross daily charter rate is considered as the Daily TCE Rate on the basis of the
expected completion date.
|
(2) |
Estimated completion date of the voyage.
|
(3) |
The vessel is currently participating in an unaffiliated tanker pool specializing in the employment of Aframax tanker vessels.
|
Vessel Name
|
Year
Built
|
Type of
Charter |
Capacity
(dwt) |
Delivered to
Castor |
Gross Charter Rate ($/day)
|
Estimated Earliest Charter Expiration
|
Estimated Latest Charter Expiration
|
||||||||||||
Wonder Mimosa
|
2006
|
Tanker Pool (1)
|
36,718
|
May 2021
|
N/A
|
N/A
|
N/A
|
||||||||||||
Wonder Formosa
|
2006
|
Tanker Pool (1)
|
36,660
|
June 2021
|
N/A
|
N/A
|
N/A
|
||||||||||||
(1) |
The vessel is currently participating in an unaffiliated tanker pool specializing in the employment of Handysize tanker vessels.
|
Dry Bulk Carriers
|
|||||||||||||||
Vessel Name
|
Vessel Type
|
DWT
|
Year
Built
|
Country of
Construction
|
Purchase Price
(in million)
|
Delivery Date
|
|||||||||
2019 Acquisitions
|
|||||||||||||||
Magic Sun
|
Panamax
|
75,311
|
2001
|
S. Korea
|
$
|
6.71
|
09/05/2019
|
||||||||
Magic Moon
|
Panamax
|
76,602
|
2005
|
Japan
|
$
|
10.20
|
10/20/2019
|
||||||||
2020 Acquisitions
|
|||||||||||||||
Magic Rainbow
|
Panamax
|
73,593
|
2007
|
China
|
$
|
7.85
|
08/08/2020
|
||||||||
Magic Horizon
|
Panamax
|
76,619
|
2010
|
Japan
|
$
|
12.75
|
10/09/2020
|
||||||||
Magic Nova
|
Panamax
|
78,833
|
2010
|
Japan
|
$
|
13.86
|
10/15/2020
|
||||||||
2021 Acquisitions
|
|||||||||||||||
Magic Orion
|
Capesize
|
180,200
|
2006
|
Japan
|
$
|
17.50
|
03/17/2021
|
||||||||
Magic Venus
|
Kamsarmax
|
83,416
|
2010
|
Japan
|
$
|
15.85
|
03/02/2021
|
||||||||
Magic Argo
|
Kamsarmax
|
82,338
|
2009
|
Japan
|
$
|
14.50
|
03/18/2021
|
||||||||
Magic Twilight
|
Kamsarmax
|
80,283
|
2010
|
S. Korea
|
$
|
14.80
|
04/09/2021
|
||||||||
Magic Nebula
|
Kamsarmax
|
80,281
|
2010
|
S. Korea
|
$
|
15.45
|
05/20/2021
|
||||||||
Magic Thunder
|
Kamsarmax
|
83,375
|
2011
|
Japan
|
$
|
16.85
|
04/13/2021
|
||||||||
Magic Eclipse
|
Panamax
|
74,940
|
2011
|
Japan
|
$
|
18.48
|
06/07/2021
|
||||||||
Magic Starlight
|
Kamsarmax
|
81,048
|
2015
|
China
|
$
|
23.50
|
05/23/2021
|
||||||||
Magic Vela
|
Panamax
|
75,003
|
2011
|
China
|
$
|
14.50
|
05/12/2021
|
||||||||
Magic Perseus
|
Kamsarmax
|
82,158
|
2013
|
Japan
|
$
|
21.00
|
08/09/2021
|
||||||||
Magic Pluto
|
Panamax
|
74,940
|
2013
|
Japan
|
$
|
19.06
|
08/06/2021
|
||||||||
Magic Mars
|
Panamax
|
76,822
|
2014
|
S. Korea
|
$
|
20.40
|
09/20/2021
|
||||||||
Magic Phoenix
|
Panamax
|
76,636
|
2008
|
Japan
|
$
|
18.75
|
10/26/2021
|
||||||||
2022 Acquisitions
|
|||||||||||||||
Magic Callisto
|
Panamax
|
74,930
|
2012
|
Japan
|
$
|
23.55
|
01/04/2022
|
Aframax/LR2 Tankers
|
|||||||||||||||
2021 Acquisitions
|
|||||||||||||||
Wonder Polaris
|
Aframax LR2
|
115,351
|
2005
|
S. Korea
|
$
|
13.60
|
03/11/21
|
||||||||
Wonder Sirius
|
Aframax LR2
|
115,341
|
2005
|
S. Korea
|
$
|
13.60
|
03/22/21
|
||||||||
Wonder Vega
|
Aframax
|
106,062
|
2005
|
S. Korea
|
$
|
14.80
|
05/21/21
|
||||||||
Wonder Avior
|
Aframax LR2
|
106,162
|
2004
|
S. Korea
|
$
|
12.00
|
05/27/21
|
||||||||
Wonder Arcturus
|
Aframax LR2
|
106,149
|
2002
|
S. Korea
|
$
|
10.00
|
05/31/21
|
||||||||
Wonder Musica
|
Aframax LR2
|
106,290
|
2004
|
S. Korea
|
$
|
12.00
|
06/15/21
|
||||||||
Wonder Bellatrix
|
Aframax LR2
|
115,341
|
2006
|
S. Korea
|
$
|
18.15
|
12/23/21
|
Handysize Tankers
|
|||||||||||||||
2021 Acquisitions
|
|||||||||||||||
Wonder Mimosa
|
Handysize
|
36,718
|
2006
|
S. Korea
|
$
|
7.25
|
05/31/21
|
||||||||
Wonder Formosa
|
Handysize
|
36,660
|
2006
|
S. Korea
|
$
|
8.00
|
06/22/21
|
C. |
Organizational Structure
|
D. |
Property, Plants and Equipment
|
ITEM 4A. |
UNRESOLVED STAFF COMMENTS
|
ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
A. |
Operating Results
|
- |
The levels of demand and supply of seaborne cargoes and vessel tonnage in the dry bulk and tanker shipping industries;
|
- |
The cyclical nature of the shipping industry in general and its impact on charter rates and vessel values;
|
- |
The successful implementation of the Company’s growth business strategy, including our ability to obtain equity and debt financing at acceptable and attractive terms to fund future capital
expenditures and/or to implement our business strategy;
|
- |
The global economic growth outlook and trends;
|
- |
Economic, regulatory, political and governmental conditions that affect shipping and the dry-bulk and tanker industries;
|
- |
The employment and operation of our fleet including the utilization rates of our vessels;
|
- |
Our ability to successfully employ our vessels at economically attractive rates and our strategic decisions regarding the employment mix of our fleet in the time, voyage, and pool charter
markets, as our charters expire or are otherwise terminated;
|
- |
Management of the financial, general and administrative elements involved in the conduct of our business and ownership of our fleet, including the effective and efficient technical management of our fleet
by our head and sub-managers, and their suppliers;
|
- |
The number of charterers who use our services and the performance of their charterers’ obligations under their charter agreements, including ’their ability to make timely charter payments to us;
|
- |
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;
|
- |
The vetting approvals by oil majors of our commercial and technical managers for the management of our tanker vessels;
|
- |
Dry-docking and special survey costs and duration, both expected and unexpected;
|
- |
The level of any distribution on all classes of our shares;
|
- |
Our borrowing levels and the finance costs related to our outstanding debt as well as our compliance with our debt covenants; and
|
- |
Management of our financial resources, including banking relationships and of the relationships with our various stakeholders;
|
- |
Major outbreaks of diseases (such as COVID-19) and governmental responses thereto.
|
Year Ended December 31,
|
||||||||
(In U.S. dollars, except for Available Days)
|
2020
|
2021
|
||||||
Vessel revenues, net
|
$
|
12,487,692
|
$
|
132,049,710
|
||||
Voyage expenses -including commissions from related parties
|
(584,705
|
)
|
(12,950,783
|
)
|
||||
TCE revenues
|
$
|
11,902,987
|
$
|
119,098,927
|
||||
Available Days
|
1,267
|
6,657
|
||||||
Daily TCE Rate
|
$
|
9,395
|
$
|
17,891
|
Year Ended December 31,
|
||||||||
(In U.S. dollars, except for Available Days)
|
2020
|
2021
|
||||||
Vessel revenues, net
|
$
|
12,487,692
|
$
|
102,785,442
|
||||
Voyage expenses -including commissions from related parties
|
(584,705
|
)
|
(1,891,265
|
)
|
||||
TCE revenues
|
$
|
11,902,987
|
$
|
100,894,177
|
||||
Available Days
|
1,267
|
4,843
|
||||||
Daily TCE Rate
|
$
|
9,395
|
$
|
20,833
|
(In U.S. dollars, except for Available Days)
|
2021
|
|||
Vessel revenues, net
|
$
|
26,559,413
|
||
Voyage expenses -including commissions from related parties
|
(11,003,925
|
)
|
||
TCE revenues
|
$
|
15,555,488
|
||
Available Days
|
1,446
|
|||
Daily TCE Rate
|
$
|
10,758
|
(In U.S. dollars, except for Available Days)
|
2021
|
|||
Vessel revenues, net
|
$
|
2,704,855
|
||
Voyage expenses -including commissions from related parties
|
(55,593
|
)
|
||
TCE revenues
|
$
|
2,649,262
|
||
Available Days
|
368
|
|||
Daily TCE Rate
|
$
|
7,199
|
Year Ended December 31,
|
||||||||
2020
|
2021
|
|||||||
Daily vessel operating expenses
|
$
|
5,301
|
$
|
5,759
|
||||
Ownership Days
|
1,405
|
6,807
|
||||||
Available Days
|
1,267
|
6,657
|
||||||
Operating Days
|
1,259
|
6,562
|
||||||
Fleet Utilization
|
99
|
%
|
99
|
%
|
||||
Daily TCE Rate
|
$
|
9,395
|
$
|
17,891
|
||||
EBITDA
|
$
|
2,327,671
|
$
|
69,910,529
|
Year Ended December 31,
|
||||||||
2020
|
2021
|
|||||||
Daily vessel operating expenses
|
$
|
5,301
|
$
|
5,418
|
||||
Ownership Days
|
1,405
|
4,954
|
||||||
Available Days
|
1,267
|
4,843
|
||||||
Operating Days
|
1,259
|
4,766
|
||||||
Fleet Utilization
|
99
|
%
|
98
|
%
|
||||
Daily TCE Rate
|
$
|
9,395
|
$
|
20,833
|
Year Ended December 31,
|
||||
2021
|
||||
Daily vessel operating expenses
|
$
|
6,761
|
||
Ownership Days
|
1,446
|
|||
Available Days
|
1,446
|
|||
Operating Days
|
1,428
|
|||
Fleet Utilization
|
99
|
%
|
||
Daily TCE Rate
|
$
|
10,758
|
Year Ended December 31,
|
||||
2021
|
||||
Daily vessel operating expenses
|
$
|
6,352
|
||
Ownership Days
|
407
|
|||
Available Days
|
368
|
|||
Operating Days
|
368
|
|||
Fleet Utilization
|
100
|
%
|
||
Daily TCE Rate
|
$
|
7,199
|
Year Ended December 31,
|
||||||||
(In U.S. dollars)
|
2020
|
2021
|
||||||
Net Income/(Loss)
|
$
|
(1,753,533
|
)
|
$
|
52,270,487
|
|||
Depreciation and amortization
|
1,904,963
|
14,362,828
|
||||||
Interest and finance costs, net (including related party interest costs) (1)
|
2,154,601
|
2,779,875
|
||||||
US source income taxes
|
21,640
|
497,339
|
||||||
EBITDA
|
$
|
2,327,671
|
$
|
69,910,529
|
(1)
|
Includes interest and finance costs and interest income, if any.
|
(In U.S. Dollars, except for share data)
|
Year ended
December 31, 2020
|
Year ended
December 31, 2021
|
Change-
amount
|
Change %
|
||||||||||||
Vessel revenues (net of charterers’ commissions)
|
12,487,692
|
132,049,710
|
119,562,018
|
957.4
|
%
|
|||||||||||
Expenses:
|
||||||||||||||||
Voyage expenses (including commissions to related party)
|
(584,705
|
)
|
(12,950,783
|
)
|
12,366,078
|
2,114.9
|
%
|
|||||||||
Vessel operating expenses
|
(7,447,439
|
)
|
(39,203,471
|
)
|
31,756,032
|
426.4
|
%
|
|||||||||
Management fees to related parties
|
(930,500
|
)
|
(6,744,750
|
)
|
5,814,250
|
624.9
|
%
|
|||||||||
Depreciation and amortization
|
(1,904,963
|
)
|
(14,362,828
|
)
|
12,457,865
|
654.0
|
%
|
|||||||||
Provision for doubtful accounts
|
(37,103
|
)
|
(2,483
|
)
|
(34,620
|
)
|
(93.3
|
%)
|
||||||||
General and administrative expenses (including related party)
|
(1,130,953
|
)
|
(3,266,310
|
)
|
2,135,357
|
188.8
|
%
|
|||||||||
Operating income
|
452,029
|
55,519,085
|
55,067,056
|
12,182.2
|
%
|
|||||||||||
Interest and finance costs, net (including interest costs from related party)
|
(2,154,601
|
)
|
(2,779,875
|
)
|
625,274
|
29.0
|
%
|
|||||||||
Total other expenses, net
|
(2,183,922
|
)
|
(2,751,259
|
)
|
567,337
|
26.0
|
%
|
|||||||||
US source income taxes
|
(21,640
|
)
|
(497,339
|
)
|
475,699
|
2,198.2
|
%
|
|||||||||
Net (loss)/income and comprehensive (loss)/income
|
(1,753,533
|
)
|
52,270,487
|
54,024,020
|
3,080.9
|
%
|
||||||||||
(Loss)/ Earnings per common share, basic
|
(0.26
|
)
|
0.48
|
|||||||||||||
(Loss)/ Earnings per common share, diluted
|
(0.26
|
)
|
0.47
|
|||||||||||||
Weighted average number of common shares, basic
|
6,773,519
|
83,923,435
|
||||||||||||||
Weighted average number of common shares, diluted
|
6,773,519
|
85,332,728
|
(In U.S. Dollars, except for share data)
|
Year ended
December 31, 2020
|
Year ended
December 31, 2021
|
Change-amount
|
Change %
|
||||||||||||
Vessel revenues (net of charterers’ commissions)
|
12,487,692
|
102,785,442
|
90,297,750
|
723.1
|
%
|
|||||||||||
Expenses:
|
||||||||||||||||
Voyage expenses (including commissions to related party)
|
(584,705
|
)
|
(1,891,265
|
)
|
1,306,560
|
223.5
|
%
|
|||||||||
Vessel operating expenses
|
(7,447,439
|
)
|
(26,841,600
|
)
|
19,394,161
|
260.4
|
%
|
|||||||||
Management fees to related parties
|
(930,500
|
)
|
(4,890,900
|
)
|
3,960,400
|
425.6
|
%
|
|||||||||
Depreciation and amortization
|
(1,904,963
|
)
|
(10,528,711
|
)
|
8,623,748
|
452.7
|
%
|
|||||||||
Provision for doubtful accounts
|
(37,103
|
)
|
(2,483
|
)
|
(34,620
|
)
|
(93.3
|
%
)
|
||||||||
Operating income (1)
|
1,582,982
|
58,630,483
|
57,047,501
|
3,603.8
|
%
|
(1)
|
Does not include corporate general and administrative expenses. See the discussion under “Consolidated Results of Operations” above.
|
(In U.S. Dollars, except for share data)
|
Year ended
December 31, 2020
|
Year ended
December 31, 2021
|
Change -amount
|
Change %
|
||||||||||||
Vessel revenues (net of charterers’ commissions)
|
—
|
26,559,413
|
26,559,413
|
100.0
|
%
|
|||||||||||
Expenses:
|
||||||||||||||||
Voyage expenses (including commissions to related party)
|
—
|
(11,003,925
|
)
|
(11,003,925
|
)
|
100.0
|
%
|
|||||||||
Vessel operating expenses
|
—
|
(9,776,724
|
)
|
(9,776,724
|
)
|
100.0
|
%
|
|||||||||
Management fees to related parties
|
—
|
(1,433,950
|
)
|
(1,433,950
|
)
|
100.0
|
%
|
|||||||||
Depreciation and amortization
|
—
|
(3,087,764
|
)
|
(3,087,764
|
)
|
100.0
|
%
|
|||||||||
Operating income
|
—
|
1,257,050
|
1,257,050
|
100.0
|
%
|
(1)
|
Does not include corporate general and administrative expenses. See the discussion under “Consolidated Results of Operations” above.
|
(In U.S. Dollars, except for share data)
|
Year ended
December 31, 2020
|
Year ended
December 31, 2021
|
Change -amount
|
Change %
|
||||||||||||
Vessel revenues (net of charterers’ commissions)
|
—
|
2,704,855
|
2,704,855
|
100.0
|
%
|
|||||||||||
Expenses:
|
||||||||||||||||
Voyage expenses (including commissions to related party)
|
—
|
(55,593
|
)
|
(55,593
|
)
|
100.0
|
%
|
|||||||||
Vessel operating expenses
|
—
|
(2,585,147
|
)
|
(2,585,147
|
)
|
100.0
|
%
|
|||||||||
Management fees to related parties
|
—
|
(419,900
|
)
|
(419,900
|
)
|
100.0
|
%
|
|||||||||
Depreciation and amortization
|
—
|
(746,353
|
)
|
(746,353
|
)
|
100.0
|
%
|
|||||||||
Operating loss
|
—
|
(1,102,138
|
)
|
(1,102,138
|
)
|
100.0
|
%
|
(1)
|
Does not include corporate general and administrative expenses. See the discussion under “Consolidated Results of Operations” above.
|
• |
an exemption from the auditor attestation requirement of management’s assessment of the effectiveness of the emerging growth company’s internal controls over financial reporting pursuant to Section 404(b) of Sarbanes-Oxley; and
|
• |
an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would
be required to provide additional information about the audit and financial statements.
|
B. |
Liquidity and Capital Resources
|
(in U.S Dollars)
|
For the year ended
|
|||||||
December 31, 2020
|
December 31, 2021
|
|||||||
Net cash (used in)/provided by operating activities
|
(2,343,809
|
)
|
60,775,327
|
|||||
Net cash used in investing activities
|
(35,472,173
|
)
|
(348,640,707
|
)
|
||||
Net cash provided by financing activities
|
42,183,946
|
321,824,945
|
C. |
Research and Development, Patents and Licenses, Etc.
|
D. |
Trend Information
|
E. |
Critical Accounting Estimates
|
• |
the charter revenues from existing time charters for the fixed fleet days;
|
• |
estimated vessel operating expenses and voyage expenses;
|
• |
estimated dry-docking expenditures;
|
• |
an estimated gross daily charter rate for the unfixed days (based on the ten-year average of the historical six-months and one-year time charter rates available for each type of vessel) over the remaining economic life of each vessel,
excluding days of scheduled off-hires and net of commissions;
|
• |
residual value of vessels;
|
• |
commercial and technical management fees;
|
• |
an estimated utilization rate; and
|
• |
the remaining estimated life of our vessels.
|
• |
in accordance with the prevailing industry standard, depreciation is calculated using an estimated useful life of 25 years for our vessels, commencing at the date the vessel was originally delivered from the shipyard;
|
• |
estimated useful life of vessels takes into account commercial considerations and regulatory restrictions;
|
• |
estimated charter rates are based on rates under existing vessel contracts and thereafter at market rates at which we expect we can re-charter our vessels based on market trends. We believe that the ten-year average historical time
charter rate is appropriate (or less than ten years if appropriate data is not available) for the following reasons:
|
• |
estimates of vessel utilization, including estimated off-hire time are based on the historical experience of our fleet;
|
• |
estimates of operating expenses and dry-docking expenditures are based on historical operating and dry-docking costs based on the historical experience of our fleet and our expectations of future operating requirements;
|
• |
vessel residual values are a product of a vessel’s lightweight tonnage and an estimated scrap rate; and
|
• |
the remaining estimated lives of our vessels used in our estimates of future cash flows are consistent with those used in our depreciation calculations.
|
ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
A. |
Directors and Senior Management
|
Name
|
Age
|
Position
|
|||
Petros Panagiotidis
|
32
|
Chairman, Chief Executive Officer, Chief Financial Officer, President, Treasurer and Class C Director
|
|||
Dionysios Makris
|
41
|
Secretary and Class B Director
|
|||
Georgios Daskalakis
|
32
|
Class A Director
|
B. |
Compensation
|
C. |
Board Practices
|
D. |
Employees
|
E. |
Share Ownership
|
ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
A. |
Major Shareholders
|
Name of Beneficial Owner
|
No. of Common Shares
|
Percentage
|
||||||
All executive officers and directors as a group (1) (2)
|
-
|
-
|
%
|
B. |
Related Party Transactions
|
C. |
Interests of Experts and Counsel
|
ITEM 8. |
FINANCIAL INFORMATION
|
A. |
Consolidated Statements and other Financial Information
|
B. |
Significant Changes
|
ITEM 9. |
THE OFFER AND LISTING
|
A. |
Offer and Listing Details
|
B. |
Plan of Distribution
|
C. |
Markets
|
D. |
Selling Shareholders
|
E. |
Dilution
|
F. |
Expenses of the Issue
|
ITEM 10. |
ADDITIONAL INFORMATION
|
A. |
Share Capital
|
B. |
Memorandum and Articles of Association
|
• |
the designation of the series;
|
• |
the number of shares of the series;
|
• |
the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series; and
|
• |
the voting rights, if any, of the holders of the series.
|
• |
Conversion. The Series B Preferred Shares are not convertible into common shares.
|
• |
Voting. Each Series B Preferred Share has the voting power of 100,000 common shares and count for 100,000 votes for purposes of determining quorum at a meeting of
shareholders. The Series B Preferred Share vote together with common shares as a class, except that the Series B Preferred Shares vote separately as a class on amendments to the Articles of Incorporation that would materially alter or
change the powers, preference or special rights of the Series B Preferred Shares.
|
• |
Distributions. The Series B Preferred Shares have no dividend or distribution rights.
|
• |
Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Company, the Series B Preferred Shares shall have the same liquidation rights as
the common shares.
|
C. |
Material Contracts
|
D. |
Exchange Controls
|
E. |
Taxation
|
• |
We have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and
|
• |
substantially all our USSGTI is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages
that begin or end in the United States.
|
F. |
Dividends and Paying Agents
|
G. |
Statement by Experts
|
H. |
Documents on Display
|
I. |
Subsidiary Information
|
ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
ITEM 15. |
CONTROLS AND PROCEDURES
|
A. |
Disclosure Controls and Procedures
|
B. |
Management’s Annual Report on Internal Control Over Financial Reporting
|
• |
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
• |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of Company’s management and directors; and
|
• |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
C. |
Attestation Report of the Registered Public Accounting Firm
|
D. |
Changes in Internal Control Over Financial Reporting
|
ITEM 16. |
RESERVED
|
ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT
|
ITEM 16B. |
CODE OF ETHICS
|
ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
For the year ended
|
||||||||
In U.S. dollars
|
December 31, 2020
|
December 31, 2021
|
||||||
Audit Fees
|
188,750
|
367,000
|
ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PERSONS.
|
ITEM 16F. |
CHANGE IN REGISTRANT`S CERTIFYING ACCOUNTANT.
|
ITEM 16G. |
CORPORATE GOVERNANCE
|
• |
Independence of Directors. The Nasdaq requires that a U.S. listed company maintain a majority of independent directors. While our Board is
currently comprised of three directors a majority of whom are independent, we cannot assure you that in the future we will have a majority of independent directors.
|
• |
Executive Sessions. The Nasdaq requires that non-management directors meet regularly in executive sessions without management. The Nasdaq
also requires that all independent directors meet in an executive session at least once a year. As permitted under Marshall Islands law and our bylaws, our non-management directors do not regularly hold executive sessions without
management.
|
• |
Nominating/Corporate Governance Committee. The Nasdaq requires that a listed U.S. company have a nominating/corporate governance committee
of independent directors and a committee charter specifying the purpose, duties and evaluation procedures of the committee. As permitted under Marshall Islands law and our bylaws, we do not currently have a nominating or corporate
governance committee.
|
• |
Compensation Committee. The Nasdaq requires U.S. listed companies to have a compensation committee composed entirely of independent
directors and a committee charter addressing the purpose, responsibility, rights and performance evaluation of the committee. As permitted under Marshall Islands law, we do not currently have a compensation committee. To the extent we
establish such committee in the future, it may not consist of independent directors, entirely or at all.
|
• |
Audit Committee. The Nasdaq requires, among other things, that a listed U.S. company have an audit committee with a minimum of three members, all of whom are independent. As permitted by Nasdaq
Rule 5615(a)(3), we follow home country practice regarding audit committee composition and therefore our audit committee consists of two independent members of our Board, Mr. Georgios Daskalakis and Mr. Dionysios Makris. Although the
members of our audit committee are independent, we are not required to ensure their independence under Nasdaq Rule 5605(c)(2)(A) subject to compliance with Rules 10A-3(b)(1) and 10A-3(c) under the Securities Exchange Act of 1934.
|
• |
Shareholder Approval Requirements. The Nasdaq requires that a listed U.S. company obtain prior shareholder approval for certain issuances
of authorized stock or the approval of, and material revisions to, equity compensation plans. As permitted under Marshall Islands law and our bylaws, we do not seek shareholder approval prior to issuances of authorized stock or the
approval of and material revisions to equity compensation plans.
|
• |
Corporate Governance Guidelines. The Nasdaq requires U.S. companies to adopt and disclose corporate governance guidelines. The guidelines
must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management
succession and an annual performance evaluation of the Board. We are not required to adopt such guidelines under Marshall Islands law and we have not adopted such guidelines.
|
ITEM 16H. |
MINE SAFETY DISCLOSURE
|
ITEM 16I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
|
ITEM 17. |
FINANCIAL STATEMENTS
|
ITEM 18. |
FINANCIAL STATEMENTS
|
ITEM 19. |
EXHIBITS
|
Articles of Incorporation of the Company incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form F-4 filed with the SEC on April 11, 2018.
|
|
Articles of Amendment to the Articles of Incorporation of the Company, as amended, filed with the Registry of the Marshall Islands on May 27, 2021 incorporated by reference to Exhibit 99.1 to Amendment No.
2 to Form 8-A filed with the SEC on May 28, 2021.
|
|
Bylaws of the Company incorporated by reference to Exhibit 3.2 to the Company’s registration statement on Form F-4 filed with the SEC on April 11, 2018.
|
|
Form of Common Share Certificate incorporated by reference to Exhibit 99.2 of Amendment No. 2 to Form 8-A filed with the SEC on May 28, 2021.
|
|
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
|
|
Form of Class A warrant incorporated by reference to Exhibit 4.8 of Amendment No. 2 to the Company’s registration statement on Form F-1 filed with the SEC on June 23, 2020.
|
|
Form of Pre-Funded warrant incorporated by reference to Exhibit 4.9 of Amendment No. 2 to the Company’s registration statement on Form F-1 filed with the SEC on June 23, 2020.
|
|
Stockholder Rights Agreement dated as of November 20, 2017 by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent incorporated by reference to Exhibit 10.2 to the
Company’s registration statement on Form F-4 filed with the SEC on April 11, 2018.
|
|
Statement of Designation of the Rights, Preferences and Privileges of the 9.75% Series A Cumulative Redeemable Perpetual Preferred Shares of the Company, filed with the Registrar of Corporations of the
Republic of the Marshall Islands on September 22, 2017, incorporated by reference to Exhibit 3.3 to the Company’s registration statement on Form F-4 filed with the SEC on April 11, 2018.
|
|
Amended and Restated Statement of Designation of the Rights, Preferences and Privileges of the 9.75% Series A Cumulative Redeemable Perpetual Preferred Shares of the Company, filed with the Registrar of
Corporations of the Republic of the Marshall Islands on October 10, 2019, incorporated by reference to Exhibit 99.2 of the Company’s report on Form 6-K furnished with the SEC on October 11, 2019.
|
|
Statement of Designation of the Rights, Preferences and Privileges of the Rights, Preferences and Privileges of the Series B Preferred Shares of the Company, filed with the Registrar of Corporations of the
Republic of the Marshall Islands on September 22, 2017, incorporated by reference to Exhibit 3.4 to the Company’s registration statement on Form F-4 filed with the SEC on April 11, 2018.
|
|
Statement of Designation of the Rights, Preferences and Privileges of the Rights, Preferences and Privileges of the Series C Participating Preferred Shares of the Company, filed with the Registrar of
Corporations of the Republic of the Marshall Islands on November 29, 2017, incorporated by reference to Exhibit 3.5 to the Company’s registration statement on Form F-4 filed with the SEC on April 11, 2018.
|
|
Amended and Restated Statement of Designations of Rights, Preferences and Privileges of Series C Participating Preferred Stock of Castor Maritime
Inc., filed with the Registrar of Corporations of the Republic of the Marshall Islands on March 30, 2022.
|
|
Securities Purchase Agreement by and between the Company and YAII PN, Ltd. dated January 27, 2020 incorporated by reference to Exhibit 10.1 of the Company’s report on Form 6-K furnished with the Securities
and Exchange Commission on January 31, 2020.
|
Registration Rights Agreement by and between the Company and YAII PN, Ltd. dated January 27, 2020 incorporated by reference to Exhibit 10.2 of the Company’s report on Form 6-K furnished with the SEC on
January 31, 2020.
|
|
Form of Convertible Debenture incorporated by reference to Exhibit 10.3 of the Company’s report on Form 6-K furnished with the SEC on January 31, 2020.
|
|
Exchange Agreement dated September 22, 2017, between the Company, Spetses Shipping Co., and the shareholders of Spetses Shipping Co., incorporated by reference to Exhibit 10.1 of the Company’s registration
statement on Form F-4 filed with the SEC on April 11, 2018.
|
|
Waiver and Consent Agreement entered into by the Company and all holders of the issued and outstanding 9.75% Series A Cumulative Redeemable Perpetual Preferred Shares, dated October 10, 2019 incorporated by
reference to Exhibit 99.3 of the Company’s report on Form 6-K furnished with the SEC on October 11, 2019.
|
|
$5.0 Million Term Loan Facility, dated August 30, 2019, between Thalassa Investment Co. S.A., as lender, and the Company, as borrower, incorporated by reference to Exhibit 4.7 of the Company’s transition
report on Form 20-F filed with the SEC on December 16, 2019.
|
|
First Supplemental Agreement to the $5.0 Million Term Loan Facility, dated August 30, 2019, between Thalassa Investment Co. S.A., as lender, and the Company, as borrower, incorporated by reference to
Exhibit 4.16 of the Company’s annual report on Form 20-F filed with the SEC on March 3, 2021.
|
|
$11.0 Million Secured Term Loan Facility, dated November 22, 2019, by and among Alpha Bank S,A., as lender, and Pikachu Shipping Co. and Spetses Shipping Co., as borrowers, incorporated by reference to
Exhibit 4.9 of the Company’s transition report on Form 20-F filed with the SEC on December 16, 2019.
|
|
$4.5 Million Secured Loan Agreement, dated January 23, 2020, by and among Chailease International Financial Services Co., Ltd., as lender, Bistro Maritime Co., as borrower, and the Company and Pavimar S.A.,
as guarantors, incorporated by reference to Exhibit 10.1 of the Company’s report on Form 6-K furnished with the SEC on February 4, 2020.
|
|
$15.29 Million Term Loan Facility, dated January 22, 2021, by and among Hamburg Commercial Bank AG and the banks and financial institutions listed in Schedule 1 thereto, as lenders, and Pocahontas Shipping
Co. and Jumaru Shipping Co., as borrowers, incorporated by reference to Exhibit 4.15 of the Company’s annual report on Form 20-F filed with the SEC on March 3, 2021.
|
|
$18.0 Million Term Loan Facility, dated April 27, 2021, between Alpha Bank S.A., as lender, and Gamora Shipping Co. and Rocket Shipping Co., as borrowers.
|
|
$40.75 Million Term Loan Facility, dated July 23, 2021, by and among Hamburg Commercial Bank AG and the banks and financial institutions listed in Schedule 1 thereto, and Liono Shipping Co., Snoopy Shipping
Co., Cinderella Shipping Co., and Luffy Shipping Co., as borrowers.
|
|
$23.15 Million Term Loan Facility, dated November 22, 2021, by and among Chailease International Financial Services Co., Ltd., as lender, and Bagheera Shipping Co. and Garfield Shipping Co., as borrowers.
|
|
$55.0 Million Term Loan Facility, dated January 12, 2022, by and among Deutsche Bank AG, as lender, and Mulan Shipping Co., Johnny Bravo Shipping Co., Songoku Shipping Co., Asterix Shipping Co. and Stewie
Shipping Co., as borrowers.
|
|
Master Management Agreement, dated September 1, 2020, by and among the Company, its shipowning subsidiaries and Castor Ships S.A., incorporated by reference to Exhibit 99.3 of the Company’s report on Form
6-K furnished with the SEC on September 11, 2020.
|
Securities Purchase Agreement by and between the Company and the purchasers identified on the signature pages thereto, dated July 12, 2020, incorporated by reference to Exhibit 4.2 of the Company’s report
on Form 6-K furnished with the SEC on July 15, 2020.
|
|
Securities Purchase Agreement by and between the Company and the purchasers identified on the signature pages thereto, dated December 30, 2020, incorporated by reference to Exhibit 4.2 of the Company’s
report on Form 6-K furnished with the SEC on January 5, 2021.
|
|
Securities Purchase Agreement by and between the Company and the purchasers identified on the signature pages thereto, dated January 8, 2021, incorporated by reference to Exhibit 4.2 of the Company’s report
on Form 6-K furnished with the SEC on January 12, 2021.
|
|
Securities Purchase Agreement by and between the Company and the purchasers identified on the signature pages thereto, dated April 5, 2021, incorporated by reference to Exhibit 4.2 of the Company’s report
on Form 6-K furnished with the SEC on April 7, 2021.
|
|
Amended and Restated Equity Distribution Agreement, dated March 31, 2022, by and among the
Company and Maxim Group LLC, incorporated by reference to Exhibit 1.3 of Amendment No. 1 to the Company’s registration statement on Form F-3 filed with
the SEC on March 31, 2022.
|
|
List of Subsidiaries.
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer and Chief Financial Officer.
|
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
101.INS
|
Inline XBRL Instance Document
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
101.CAL
|
Inline XBRL Taxonomy Extension Schema Calculation Linkbase Document
|
101.DEF
|
Inline XBRL Taxonomy Extension Schema Definition Linkbase Document
|
101.LAB
|
Inline XBRL Taxonomy Extension Schema Label Linkbase Document
|
101.PRE
|
Inline XBRL Taxonomy Extension Schema Presentation Linkbase Document
|
104
|
Cover Page Interactive Data File (Inline XBRL)
|
CASTOR MARITIME INC.
|
||
/s/ Petros Panagiotidis
|
March 31, 2022
|
|
Name: Petros Panagiotidis
|
||
Title: Chairman, Chief Executive Officer and
Chief Financial Officer |
|
Page
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
ASSETS
|
December 31, | December 31, | ||||||||||
CURRENT ASSETS:
|
Note
|
2020 | 2021 | |||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||||||
Restricted Cash |
7 |
|||||||||||
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 (including $
|
3, 6 |
|
|
|||||||||
Advances for vessel acquisition |
6 | |||||||||||
Restricted cash
|
7
|
|
|
|||||||||
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
|
7
|
|
|
|||||||||
Current portion of long-term debt, related party
|
3, 7
|
|
|
|||||||||
Accounts payable
|
|
|
||||||||||
Due to related parties, current
|
3
|
|
|
|||||||||
Deferred revenue, net
|
|
|
||||||||||
Accrued liabilities (including $
|
3
|
|
|
|||||||||
Total current liabilities
|
|
|
||||||||||
Commitments and contingencies
|
10
|
|||||||||||
NON-CURRENT LIABILITIES:
|
||||||||||||
Long-term debt, net
|
7
|
|
|
|||||||||
Total non-current liabilities
|
|
|
||||||||||
SHAREHOLDERS’ EQUITY:
|
||||||||||||
Common shares, $
|
8
|
|
|
|||||||||
Preferred shares, $
|
8
|
|||||||||||
Series A Preferred Shares-
|
8
|
|
|
|||||||||
Series B Preferred Shares –
|
8
|
|
|
|||||||||
Additional paid-in capital
|
|
|
||||||||||
(Accumulated deficit)/ Retained earnings
|
(
|
)
|
|
|||||||||
Total shareholders’ equity
|
|
|
||||||||||
Total liabilities and shareholders’ equity
|
$
|
|
$
|
|
Note
|
Year Ended
December 31,
2019
|
Year Ended
December 31,
2020
|
Year Ended
December 31,
2021
|
|||||||||||||
REVENUES:
|
||||||||||||||||
Vessel revenues (net of commissions to charterers of $
|
12 |
$
|
|
$
|
|
$
|
|
|||||||||
Total revenues
|
|
|
|
|||||||||||||
EXPENSES:
|
||||||||||||||||
Voyage expenses (including $
|
3,13
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Vessel operating expenses
|
13
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Management fees to related parties
|
3
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Depreciation and amortization
|
4,6
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Provision for doubtful accounts
|
2
|
|
(
|
)
|
(
|
)
|
||||||||||
General and administrative expenses
|
14
|
|||||||||||||||
- Company administration expenses (including $
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
- Public registration costs
|
(
|
)
|
|
|
||||||||||||
Total expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Operating income
|
|
|
|
|||||||||||||
OTHER INCOME/ (EXPENSES):
|
||||||||||||||||
Interest and finance costs (including $
|
3,7,15
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Interest income
|
|
|
|
|||||||||||||
Foreign exchange (losses)/ gains
|
(
|
)
|
(
|
)
|
|
|||||||||||
Total other expenses, net
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Net income/(loss) and comprehensive income/(loss), before taxes
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
US Source Income Taxes
|
16 |
|
(
|
)
|
(
|
)
|
||||||||||
Net income/(loss) and comprehensive income/(loss)
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
Cumulative dividends on Series A Preferred Shares
|
11 |
( |
) | |||||||||||||
Gain on extinguishment of Series A Preferred Shares
|
8,11 |
|||||||||||||||
Deemed dividend on Series A preferred shares
|
8,11 |
( |
) | |||||||||||||
Net income/(loss) and comprehensive income/(loss) attributable to common shareholders
|
( |
) | ||||||||||||||
Earnings/(Loss) per common share, basic
|
11
|
|
(
|
)
|
|
|||||||||||
Earnings/(Loss) per common share, diluted
|
11 |
$ | $ | ( |
) | $ | ||||||||||
Weighted average number of common shares, basic
|
||||||||||||||||
Weighted average number of common shares, diluted
|
|
|
|
Number of shares issued
|
Par Value of
Shares issued
|
Additional Paid-in capital
|
Retained earnings/
(Accumulated deficit)
|
Total Shareholders’ Equity
|
||||||||||||||||||||||||
Common shares
|
Preferred A shares
|
Preferred B shares
|
||||||||||||||||||||||||||
Balance, December 31, 2018
|
|
|
|
|
|
|
|
|||||||||||||||||||||
- Issuance of common stock, net of commissions and issuance costs, pursuant to the First ATM Program (Note 8)
|
|
|
|
|
|
|
|
|||||||||||||||||||||
- Issuance of common stock related to Series A Preferred Stock dividends (Note 8)
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
- Series A Preferred Stock dividend waived accounted as deemed contribution (Note 8)
|
—
|
—
|
—
|
|
|
|
|
|||||||||||||||||||||
- Series A Preferred Stock dividend waived (Note 8)
|
—
|
—
|
—
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||
- Gain on extinguishment of preferred stock pursuant to the Series A Preferred Stock Amendment Agreement, net of expenses (Note 8)
|
—
|
—
|
—
|
|
|
|
|
|||||||||||||||||||||
- Preferred shareholders’ deemed dividend pursuant to the Series A Preferred Stock Amendment Agreement (Note 8)
|
—
|
—
|
—
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||
- Shareholder’s deemed contribution pursuant to the $
|
—
|
—
|
—
|
|
|
|
|
|||||||||||||||||||||
- Net income
|
—
|
—
|
—
|
|
|
|
|
|||||||||||||||||||||
Balance, December 31, 2019
|
|
|
|
|
|
|
|
|||||||||||||||||||||
- Issuance of
common stock pursuant to the $
|
|
|
|
|
|
|
|
|||||||||||||||||||||
- Issuance of common stock pursuant to the 2020 June Equity Offering, net of issuance costs (Note 8)
|
|
|
|
|
|
|
|
|||||||||||||||||||||
- Issuance of common stock pursuant to the 2020 July Equity Offering, net of issuance costs (Note 8)
|
|
|
|
|
|
|
|
|||||||||||||||||||||
- Issuance of common stock pursuant to the exercise of Class A Warrants (Note 8)
|
|
|
|
|
|
|
|
|||||||||||||||||||||
- Beneficial conversion feature pursuant to the issuance of the $
|
—
|
—
|
—
|
|
|
|
|
|||||||||||||||||||||
-Net loss
|
—
|
—
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Balance, December 31, 2020
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
- Issuance of common stock pursuant to the registered direct offerings (Note 8)
|
||||||||||||||||||||||||||||
- Issuance of common stock pursuant to warrant exercises (Note 8)
|
||||||||||||||||||||||||||||
- Issuance of common stock pursuant to the Second ATM Program (Note 8)
|
||||||||||||||||||||||||||||
- Redemption of Series A Preferred Shares (Note 8)
|
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
-Net income
|
— | — | — | |||||||||||||||||||||||||
Balance, December 31, 2021
|
Note |
Year Ended December 31,
|
|||||||||||||||
2019
|
2020
|
2021
|
||||||||||||||
Cash Flows provided by/(used in) Operating Activities:
|
||||||||||||||||
Net income/(loss)
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) Operating activities:
|
||||||||||||||||
Depreciation and amortization
|
4,6
|
|
|
|
||||||||||||
Amortization and write-off of deferred finance charges
|
15
|
|
|
|
||||||||||||
Amortization of other deferred charges
|
|
|
|
|||||||||||||
Deferred revenue amortization
|
(
|
)
|
(
|
)
|
|
|||||||||||
Amortization of fair value of acquired charter | 5 |
( |
) | |||||||||||||
Interest settled in common stock | 7,15 | |||||||||||||||
Amortization and write-off of convertible notes beneficial conversion feature
|
7,15
|
|
|
|
||||||||||||
Provision for doubtful accounts
|
2
|
|
|
|
||||||||||||
Shareholders’ deemed interest contribution
|
|
|
|
|||||||||||||
Changes in operating assets and liabilities:
|
||||||||||||||||
Accounts receivable trade, net
|
|
(
|
)
|
(
|
)
|
|||||||||||
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 provided by/(used in) Operating Activities
|
|
(
|
)
|
|
||||||||||||
Cash flow used in Investing Activities:
|
||||||||||||||||
Vessel acquisitions (including time charter attached) and other vessel improvements
|
6 |
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Advances for vessel acquisition |
6 |
( |
) | |||||||||||||
Net cash used in Investing Activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Cash flows provided by Financing Activities:
|
||||||||||||||||
Gross proceeds from issuance of common stock and warrants
|
8 |
|
|
|
||||||||||||
Common stock issuance expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Proceeds from long-term debt and convertible debentures
|
7 |
|
|
|
||||||||||||
Redemption of Series A Preferred Shares |
8 |
( |
) | |||||||||||||
Repayment of long-term debt
|
7 |
|
(
|
)
|
(
|
)
|
||||||||||
Proceeds from related party debt
|
|
|
|
|||||||||||||
Repayment of related party debt
|
3
|
(
|
)
|
|
(
|
)
|
||||||||||
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, current
|
|
|
|
|||||||||||||
Restricted cash, non-current |
||||||||||||||||
Cash, cash equivalents, and restricted cash
|
$
|
|
$
|
|
$
|
|
||||||||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||||||||||
Cash paid for interest
|
|
|
|
|||||||||||||
Shares issued in connection with the settlement of the $
|
|
|
|
|||||||||||||
Shares issued in connection with the Series A Preferred Shares Settlement Agreement
|
|
|
|
|||||||||||||
Series A Preferred Stock dividend waived accounted as deemed contribution
|
|
|
|
|||||||||||||
Preferred shareholders’ deemed contribution pursuant to the Series A Preferred Stock Amendment Agreement, net of expenses
|
|
|
|
|||||||||||||
Shareholder’s deemed contribution pursuant to 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)
|
||||||||||||||||
Unpaid deferred financing costs
|
1.
|
Basis of Presentation and General information
|
Company
|
Country of
incorporation |
Vessel Name
|
DWT
|
Year Built
|
Delivery date
to Castor
|
|
1 |
Spetses Shipping Co. (“Spetses”)
|
|
|
|
|
|
2 |
Bistro Maritime Co. (“Bistro”)
|
|
|
|
|
|
3 |
Pikachu Shipping Co. (“Pikachu”)
|
|
|
|
|
|
4 |
Bagheera Shipping Co. (“Bagheera”)
|
|
|
|
|
|
5 |
Pocahontas Shipping Co. (“Pocahontas”)
|
|
|
|
|
|
6
|
Jumaru Shipping Co. (“Jumaru”)
|
|
|
|
|
|
7 |
Super Mario Shipping Co. (“Super Mario”) | |||||
8 |
Pumba Shipping Co. (“Pumba”) | |||||
9 |
Kabamaru Shipping Co. (“Kabamaru”) | |||||
10 |
Luffy Shipping Co. (“Luffy”) | |||||
11 |
Liono Shipping Co. (“Liono”) | |||||
12 |
Stewie Shipping Co. (“Stewie”) | |||||
13 |
Snoopy Shipping Co. (“Snoopy”) | |||||
14 |
Mulan Shipping Co. (“Mulan”) | |||||
15 |
Cinderella Shipping Co. (“Cinderella”) | |||||
16 |
Rocket Shipping Co. (“Rocket”) | |||||
17 |
Gamora Shipping Co. (“Gamora”) | |||||
18 |
Starlord Shipping Co. (“Starlord”) | |||||
19 |
Hawkeye Shipping Co. (“Hawkeye”) | |||||
20 |
Elektra Shipping Co. (“Elektra”) | |||||
21 |
Vision Shipping Co. (“Vision”) | |||||
22 |
Colossus Shipping Co. (“Colossus”) |
1.
|
Basis of Presentation and General information (continued):
|
23 |
Xavier Shipping Co. (“Xavier”) | |||||
24 |
Songoku Shipping Co. (“Songoku”) | |||||
25 |
Asterix Shipping Co. (“Asterix”) | |||||
26 |
Johnny Bravo Shipping Co. (“Johnny Bravo”) | |||||
27 |
Garfield Shipping Co. (“Garfield”) | |||||
28 |
Drax Shipping Co. (“Drax”) |
1
|
Mickey Shipping Co. (“Mickey”) incorporated under the laws of the
|
1
|
Castor Maritime SCR Corp. (1)
|
(1)
|
Incorporated under the laws of the
|
Charterer
|
Year Ended
December 31, 2019
|
Year Ended
December 31, 2020
|
Year Ended
December 31, 2021
|
|||||||||
A
|
|
%
|
|
%
|
|
%
|
||||||
B
|
|
% |
|
% |
|
%
|
||||||
C
|
|
% |
|
% |
|
%
|
||||||
D
|
|
%
|
|
%
|
|
% | ||||||
E |
|
%
|
|
%
|
|
%
|
||||||
F |
|
%
|
|
%
|
|
% | ||||||
Total
|
|
%
|
|
%
|
|
%
|
2. |
Significant Accounting Policies and Recent Accounting Pronouncements:
|
2. |
Significant Accounting Policies and Recent Accounting Pronouncements (continued):
|
2. |
Significant Accounting Policies and Recent Accounting Pronouncements (continued):
|
2. |
Significant Accounting Policies and Recent Accounting Pronouncements (continued):
|
2. |
Significant Accounting Policies and Recent Accounting Pronouncements (continued):
|
2. |
Significant Accounting Policies and Recent Accounting Pronouncements (continued):
|
2. |
Significant Accounting Policies and Recent Accounting Pronouncements (continued):
|
3. |
Transactions with Related Parties:
|
Year ended
December 31,
2019
|
Year ended
December 31,
2020
|
Year ended
December 31,
2021
|
||||||||||
Management fees-related parties
|
||||||||||||
Management fees – Pavimar (a)
|
$
|
|
$
|
|
$
|
|
||||||
Management fees – Castor Ships (c)
|
|
|
|
|||||||||
Included in Voyage expenses
|
||||||||||||
Charter hire commissions – Castor Ships (c)(d)
|
$
|
|
$
|
|
$
|
|
||||||
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)
|
$
|
|
$
|
|
$
|
|
December 31,
2020
|
December 31,
2021
|
|||||||
Assets:
|
||||||||
Due from Pavimar (a) – current
|
$
|
|
$
|
|
||||
Due from Pavimar (a) – non-current
|
||||||||
Liabilities:
|
||||||||
Due to Pavimar (a) – current
|
||||||||
Related party debt (b) – Thalassa
|
$
|
|
$
|
|
||||
Accrued loan interest (b) – Thalassa
|
|
|
||||||
Voyage commissions, management fees and other
expenses due to Castor Ships (c)
|
|
|
3. |
Transactions with Related Parties (continued):
|
3. |
Transactions with Related Parties (continued):
|
4. |
Deferred charges, net:
|
Dry-docking
costs
|
||||
Balance December 31, 2018
|
$
|
|
||
Amortization
|
(
|
)
|
||
Balance December 31, 2019
|
$
|
|
||
Additions | ||||
Amortization
|
(
|
)
|
||
Balance December 31, 2020
|
$
|
|
||
Additions
|
|
|||
Amortization
|
(
|
)
|
||
Balance December 31, 2021
|
$
|
|
5.
|
Fair value of acquired time charter:
|
6. |
Vessels, net/ Advances for vessel acquisition:
|
Vessel Cost
|
Accumulated depreciation
|
Net Book Value
|
||||||||||
Balance December 31, 2019
|
|
(
|
)
|
|
||||||||
— Acquisitions, improvements, and other vessel costs
|
|
—
|
|
|||||||||
— Period depreciation
|
—
|
(
|
)
|
(
|
)
|
|||||||
Balance December 31, 2020
|
|
(
|
)
|
|
||||||||
— Acquisitions, improvements, and other vessel costs
|
|
—
|
|
|||||||||
— Transfers from Advances for vessel acquisitions (b) | — |
|||||||||||
— Period depreciation
|
—
|
(
|
)
|
(
|
)
|
|||||||
Balance December 31, 2021
|
|
(
|
)
|
|
6. |
Vessels, net/ Advances for vessel acquisition (continued):
|
Vessel Name
|
Vessel Type
|
DWT
|
Year Built
|
Country of Construction
|
Purchase Price (in million)
|
Delivery Date
|
2020 Acquisitions
|
||||||
|
|
|
|
|
$
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
$
|
|
2021 Acquisitions
|
||||||
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
6. |
Vessels, net/ Advances for vessel acquisition (continued):
|
(b)
|
Advances for vessel acquisition
|
Vessel Cost
|
||||
Balance December 31, 2020
|
$
|
|
||
— Advances for vessel acquisitions and other vessel pre-delivery costs
|
|
|||
—Transfer to Vessels, net (a)
|
(
|
)
|
||
Balance December 31, 2021
|
$
|
|
7. |
Long-Term Debt:
|
Year Ended
|
|||||||||
Loan facilities
|
Borrowers
|
December 31,
2020
|
December 31,
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
|
$
|
|
$
|
|
7. |
Long-Term Debt (continued):
|
a. |
$
|
b. |
$
|
c. |
$
|
7. |
Long-Term Debt (continued):
|
d.
|
$
|
e. |
$
|
f. |
$
|
7. |
Long-Term Debt (continued):
|
g.
|
$
|
Year ending December 31,
|
Amount
|
|||
2022
|
$
|
|
||
2023
|
|
|||
2024
|
|
|||
2025
|
|
|||
2026
|
|
|||
Total long-term debt
|
$
|
|
7. |
Long-Term Debt (continued):
|
8. |
Equity Capital Structure:
|
(a) |
Common Shares:
|
8. |
Equity Capital Structure (continued):
|
8. |
Equity Capital Structure (continued):
|
8. |
Equity Capital Structure (continued):
|
(b) |
Preferred Shares:
|
8. |
Equity Capital Structure (continued):
|
i) |
waive all dividend payment obligations on the Series A Preferred Shares during the period
from July 1, 2019 until December 31, 2021;
|
ii) |
reduce the previous progressively increasing dividend payment default rate that was
|
iii) |
increase the redemption price of the Series A Preferred Shares to $
|
iv) |
increase the liquidation preference from $
|
8. |
Equity Capital Structure (continued):
|
9. |
Financial Instruments and Fair Value
Disclosures:
|
◾ |
Cash and cash equivalents, restricted cash, accounts receivable trade, net, amounts due from/to related party/(ies) and accounts payable: The
carrying values reported in the accompanying 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 reflected in the accompanying consolidated balance sheets.
|
◾ |
Long-term debt: The secured credit facilities discussed in Note 7, 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.
|
10. |
Commitments and contingencies:
|
10. |
Commitments and contingencies
(continued):
|
(a) |
Commitments under Contracts for BWMS
Installation
|
(b) |
Commitments under long-term lease
contracts
|
Twelve-month period ending December 31,
|
Amount
|
|||
2022
|
$
|
|
||
Total
|
$
|
|
11. |
Earnings/ (Loss) Per Share:
|
11. |
Earnings/ (Loss) Per Share (continued):
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
2019
|
2020
|
2021
|
||||||||||
Net income/(loss) and comprehensive income/(loss)
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Less: Cumulative dividends on Series A Preferred Shares
|
(
|
)
|
|
|
||||||||
Plus: Gain on extinguishment of preferred shares pursuant to the Series A Preferred Stock Amendment Agreement, net of expenses
|
|
|
|
|||||||||
Less: Deemed dividend on Series A Preferred Shares
|
( |
) | ||||||||||
Net income/(loss) and comprehensive income/(loss) available to common shareholders
|
|
(
|
)
|
|
||||||||
Weighted average number of common shares outstanding, basic
|
|
|
|
|||||||||
Earnings/(Loss) per common share, basic
|
|
|
|
(
|
)
|
|
|
|||||
Plus: Dilutive effect of warrants
|
||||||||||||
Weighted average number of common shares outstanding, diluted
|
||||||||||||
Earnings/(Loss) per common share, diluted
|
$ | $ | ( |
) | $ |
12. |
Vessel Revenues:
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
2019
|
2020
|
2021
|
||||||||||
Time charter revenues
|
$
|
|
|
|
||||||||
Voyage charter revenues
|
|
|
|
|||||||||
Pool revenues
|
|
|
|
|||||||||
Total Vessel revenues
|
$
|
|
$
|
|
$
|
|
12. |
Vessel Revenue (continued):
|
13. |
Vessel Operating and Voyage Expenses:
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
Vessel Operating Expenses
|
2019
|
2020
|
2021
|
|||||||||
Crew & crew related costs
|
$ |
|
|
|
||||||||
Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling
|
|
|
|
|||||||||
Lubricants
|
|
|
|
|||||||||
Insurances
|
|
|
|
|||||||||
Tonnage taxes
|
|
|
|
|||||||||
Other
|
|
|
|
|||||||||
Total Vessel operating expenses
|
$
|
|
$
|
|
$
|
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
Voyage expenses
|
2019
|
2020
|
2021
|
|||||||||
Brokerage commissions
|
$ |
|
|
|
||||||||
Brokerage commissions- related party
|
||||||||||||
Port & other expenses
|
|
|
|
|||||||||
Bunkers consumption
|
||||||||||||
Loss/(Gain) on bunkers
|
|
(
|
)
|
(
|
)
|
|||||||
Total Voyage expenses
|
$ |
|
$ |
|
$ |
|
14. |
General and Administrative Expenses:
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
2019 | 2020 | 2021 | ||||||||||
Audit fees
|
$
|
|
$
|
|
$
|
|
||||||
Chief Executive and Chief Financial Officer and directors’ compensation
|
|
|
|
|||||||||
Other professional fees
|
|
|
|
|||||||||
Administration fees-related party (Note 3(c))
|
|
|
|
|||||||||
Total
|
$
|
|
$
|
|
$
|
|
14. |
General and Administrative Expenses (continued):
|
15. |
Interest and Finance Costs:
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
2019 |
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
|
$
|
|
$
|
|
$
|
|
16. |
Income Taxes:
|
17. |
Segment Information:
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended December 31,
|
||||||||||||||||||||||
2019
|
2020
|
2021
|
||||||||||||||||||||||
Dry bulk
segment
|
Dry bulk
segment
|
Dry bulk
segment
|
Aframax/LR2
tanker
segment
|
Handysize
tanker
segment
|
Total
|
|||||||||||||||||||
- Time charter revenues
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
- Voyage charter revenues
|
|
|
|
|
|
|
||||||||||||||||||
- Pool revenues
|
|
|
|
|
|
|
||||||||||||||||||
Vessel revenues, net
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
Voyage expenses (including charges from related parties)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
Vessel operating expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
Management fees to related parties
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
Depreciation and amortization
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
Provision for doubtful accounts
|
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||||||||||
Segments operating income/(loss) (1)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||
Less: Unallocated corporate general and administrative expenses
|
(
|
)
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||||
Total consolidated operating income/(loss)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
(1)
|
|
Year Ended
December 31,
2020
|
Year Ended
December 31,
2021
|
|||||||
Dry bulk segment
|
$
|
|
$
|
|
||||
Aframax tanker segment
|
|
|
||||||
Handysize tanker segment
|
|
|
||||||
Cash and cash equivalents (1)
|
|
|
||||||
Prepaid expenses and other assets (1)
|
|
|
||||||
Total consolidated assets
|
$
|
|
$
|
|
(1)
|
|
18. |
Subsequent Events:
|
(a) |
Delivery of the
Magic Callisto: On January 4, 2022, the Company’s wholly owned subsidiary,
Mickey, pursuant to a purchase agreement entered into on December 17, 2021, took delivery of the Magic Callisto, a Japanese-built Panamax dry bulk carrier acquired from a third-party in which a family member of Petros Panagiotidis had
a minority interest. The vessel was purchased for $
|
(b) |
Entry into $
|