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Basis of Presentation and General information | 12 Months Ended
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Dec. 31, 2023
Basis of Presentation and General information [Abstract] |
Basis of Presentation and General information |
1. | Basis of Presentation and General information:
Castor Maritime Inc. (“Castor”) was incorporated in September 2017 under the laws of the Republic of the Marshall Islands. The accompanying consolidated financial statements include the accounts of Castor and its wholly owned subsidiaries (collectively, the “Company”). The Company is engaged in the worldwide transportation of ocean-going cargoes through its vessel-owning subsidiaries. On December 21, 2018, Castor’s common shares, par value $0.001 (the “common shares”) began trading on the Euronext NOTC, under the symbol “CASTOR” and, on February 11, 2019, they began trading on the Nasdaq Capital Market, or Nasdaq, under the symbol “CTRM”. As of December 31, 2023, Castor was controlled by Thalassa Investment Co. S.A. (“Thalassa”) by virtue of its ownership of 100% of the Series B preferred shares of Castor and, as a result, Thalassa controlled the outcome of matters on which shareholders are entitled to vote. Thalassa is controlled by Petros Panagiotidis, the Company’s Chairman, Chief Executive Officer and Chief Financial Officer. On March 7, 2023 (the “Distribution Date”), the Company contributed the subsidiaries constituting the Company’s Aframax/LR2 and Handysize tanker segments and Elektra (as defined below) to the Company’s wholly owned subsidiary, Toro Corp. (“Toro”), in exchange for (i) the issuance by Toro to Castor of all 9,461,009 of Toro’s issued and outstanding common shares, and 140,000 1.00% Series A fixed rate cumulative perpetual convertible preferred shares of Toro (the “Series A Preferred Shares”), having a stated amount of $1,000 and a par value of $0.001 per share and (ii) the issuance of 40,000 Series B preferred shares of Toro, par value $0.001 per share, to Pelagos Holdings Corp, a company controlled by the Company’s Chairman, Chief Executive Officer and Chief Financial Officer. On the same day, the Company distributed all of Toro’s common shares outstanding to its holders of common shares of record at the close of business on February 22, 2023 at a ratio of one Toro common share for every ten Company common shares (such transactions collectively, the “Spin-Off”). The Spin-Off was concluded on March 7, 2023. Results of operations and cash flows of the Aframax/LR2 and Handysize tanker segments and assets and liabilities that were part of the Spin-Off are reported as discontinued operations for all periods presented (Note 3). Toro’s shares commenced trading on the same date on the Nasdaq Capital Market under the symbol “TORO”. As part of the Spin-Off, Toro entered into various agreements effecting the separation of Toro’s business from the Company, including a Contribution and Spin-Off Distribution Agreement, pursuant to which, among other things, (i) the Company agreed to indemnify Toro and its vessel-owning subsidiaries for any and all obligations and other liabilities arising from or relating to the operation, management or employment of vessels or subsidiaries the Company retained after the Distribution Date and Toro agreed to indemnify the Company for any and all obligations and other liabilities arising from or relating to the operation, management or employment of the vessels contributed to it or its vessel-owning subsidiaries, and (ii) Toro replaced the Company as guarantor under an $18.0 million term loan facility entered into by Alpha Bank S.A. and two of the Company’s former tanker-owning subsidiaries on April 27, 2021. The Contribution and Spin-Off Distribution Agreement also provided for the settlement or extinguishment of certain liabilities and other obligations between the Company and Toro and provides the Company with certain registration rights relating to Toro’s common shares, if any, issued upon conversion of the Toro Series A Preferred Shares issued to the Company in connection with the Spin-Off. The assets and liabilities of Toro on March 7, 2023, were as follows:
|  | March 7, 2023 |
Cash and cash equivalents |  | $ | 61,359,774 |
Accounts receivable trade, net |  |  | 6,767,408 |
Due from related parties, current |  |  | 4,528,948 |
Inventories |  |  | 890,523 |
Prepaid expenses and other assets, current |  |  | 1,447,062 |
Vessels, net |  |  | 91,492,003 |
Restricted cash |  |  | 700,000 |
Due from related parties, non-current |  |  | 1,708,474 |
Prepaid expenses and other assets, non-current |  |  | 4,449,999 |
Deferred charges, net |  |  | 2,685,922 |
Due to Related Parties |  |  | (3,001,865 | )
Accounts payable |  |  | (2,432,095 | )
Accrued liabilities |  |  | (3,041,530 | )
Long-term debt, net |  |  | (12,413,056 | )
Net assets of Toro |  |  | 155,141,567 |
Less: Investment in Preferred Shares of Toro issued as part of Spin-Off (refer Note 4(c) ) |  |  | (117,222,135 | )
Distribution of net assets of Toro to the Company’s shareholders |  | $ | 37,919,432 |
With effect from July 1, 2022, Castor Ships S.A., a corporation incorporated under the laws of the Republic of the Marshall Islands (“Castor Ships”), a related party controlled by the Company’s Chairman, Chief Executive Officer and Chief Financial Officer, Petros Panagiotidis, manages the Company’s business overall. Prior to this date, Castor Ships provided only commercial ship management and administrative services to the Company (see also Note 4). Pavimar S.A. (“Pavimar”), a related party controlled by Ismini Panagiotidis, the sister of the Company’s Chairman, Chief Executive Officer, Chief Financial Officer and controlling shareholder, Petros Panagiotidis, provided technical, crew and operational management services to the Company through the first half of 2022. With effect from July 1, 2022, Pavimar co-manages with Castor Ships the technical management of the Company’s dry bulk vessels. As of December 31, 2023, the Company owned a diversified fleet of 17 vessels, with a combined carrying capacity of 1.4 million dwt, consisting of one Capesize, five Kamsarmax and nine Panamax dry bulk vessels, as well as two 2,700 TEU containerships. Details of the Company’s wholly owned subsidiaries as of December 31, 2023, are listed below. (a) Consolidated vessel owning subsidiaries:
|  | Company | Country of incorporation | Vessel Name |  | DWT |  | Year Built |  | Delivery date to Castor
1 |  | Spetses Shipping Co. (“Spetses”) | Marshall Islands | M/V Magic P |  | 76,453 |  | 2004 |  | February 2017
2 |  | Pikachu Shipping Co. (“Pikachu”) | Marshall Islands | M/V Magic Moon |  | 76,602 |  | 2005 |  | October 2019
3 |  | Pocahontas Shipping Co. (“Pocahontas”) | Marshall Islands | M/V Magic Horizon |  | 76,619 |  | 2010 |  | October 2020
4 |  | Jumaru Shipping Co. (“Jumaru”) | Marshall Islands | M/V Magic Nova |  | 78,833 |  | 2010 |  | October 2020
5 |  | Super Mario Shipping Co. (“Super Mario”) | Marshall Islands | M/V Magic Venus |  | 83,416 |  | 2010 |  | March 2021
6 |  | Pumba Shipping Co. (“Pumba”) | Marshall Islands | M/V Magic Orion |  | 180,200 |  | 2006 |  | March 2021
7 |  | Liono Shipping Co. (“Liono”) | Marshall Islands | M/V Magic Thunder |  | 83,375 |  | 2011 |  | April 2021
8 |  | Stewie Shipping Co. (“Stewie”) | Marshall Islands | M/V Magic Vela |  | 75,003 |  | 2011 |  | May 2021
9 |  | Snoopy Shipping Co. (“Snoopy”) | Marshall Islands | M/V Magic Nebula |  | 80,281 |  | 2010 |  | May 2021
10 |  | Mulan Shipping Co. (“Mulan”) | Marshall Islands | M/V Magic Starlight |  | 81,048 |  | 2015 |  | May 2021
11 |  | Cinderella Shipping Co. (“Cinderella”) | Marshall Islands | M/V Magic Eclipse |  | 74,940 |  | 2011 |  | June 2021
12 |  | Mickey Shipping Co. (“Mickey”) | Marshall Islands | M/V Magic Callisto |  | 74,930 |  | 2012 |  | January 2022
13 |  | Songoku Shipping Co. (“Songoku”) | Marshall Islands | M/V Magic Pluto |  | 74,940 |  | 2013 |  | August 2021
14 |  | Asterix Shipping Co. (“Asterix”) | Marshall Islands | M/V Magic Perseus |  | 82,158 |  | 2013 |  | August 2021
15 |  | Johnny Bravo Shipping Co. (“Johnny Bravo”) | Marshall Islands | M/V Magic Mars |  | 76,822 |  | 2014 |  | September 2021
16 |  | Jerry Shipping Co. (“Jerry S”) | Marshall Islands | M/V Ariana A |  | 38,117 |  | 2005 |  | November 2022
17 |  | Tom Shipping Co. (“Tom S”) | Marshall Islands | M/V Gabriela A |  | 38,121 |  | 2005 |  | November 2022
(b) Consolidated subsidiaries formed to acquire vessels:
|  | Company | Country of incorporation |
1 |  | Tom Maritime Ltd. (“Tom M”) | Malta |
2 |  | Jerry Maritime Ltd. (“Jerry M”) | Malta |
3 |  | Containco Shipping Inc. | Marshall Islands |
(c) Consolidated non-vessel owning subsidiaries:
|  | Company | Country of incorporation |
1 |  | Castor Maritime SCR Corp. (“Castor SCR”)(1) | Marshall Islands |
2 |  | Bagheera Shipping Co. (“Bagheera”)(2) | Marshall Islands |
3 |  | Luffy Shipping Co. (“Luffy”)(3) | Marshall Islands |
4 |  | Kabamaru Shipping Co. (“Kabamaru”)(4) | Marshall Islands |
5 |  | Bistro Maritime Co. (“Bistro”)(5) | Marshall Islands |
6 |  | Garfield Shipping Co. (“Garfield”)(6) | Marshall Islands |
(1) | Incorporated under the laws of the Marshall Islands on September 16, 2021, this entity serves as the Company’s subsidiaries’ cash manager with effect from November 1, 2021.
(2) | Bagheera Shipping Co. no longer owns any vessel following the sale of the M/V Magic Rainbow on March 13, 2023, and delivery of such vessel to an unaffiliated third-party on April 18, 2023 (see also Note 7).
(3) | Luffy Shipping Co. no longer owns any vessel following the sale of the M/V Magic Twilight on June 2, 2023, and delivery of such vessel to an unaffiliated third-party on July 20, 2023 (see also Note 7).
(4) | Kabamaru Shipping Co. no longer owns any vessel following the sale of the M/V Magic Argo on September 22, 2023, and delivery of such vessel to an unaffiliated third-party on December 14, 2023 (see also Note 7).
(5) | Bistro Maritime Co. no longer owns any vessel following the sale of the M/V Magic Sun on October 6, 2023, and delivery of such vessel to an unaffiliated third-party on November 14, 2023 (see also Note 7).
(6) | Garfield Shipping Co. no longer owns any vessel following the sale of the M/V Magic Phoenix on October 16, 2023, and delivery of such vessel to an unaffiliated third-party on November 27, 2023 (see also Note 7).
(d) Entities comprising the discontinued operations as part of the Spin-Off:
|  | Company | Country of incorporation | Vessel Name |  | DWT |  | Year Built |  | Delivery date to Castor
1 |  | Toro Corp. (7) | Marshall Islands | — |  | — |  | — |  | —
2 |  | Toro RBX Corp. (“Toro RBX”) (8) | Marshall Islands | — |  | — |  | — |  | —
3 |  | Rocket Shipping Co. (“Rocket”) | Marshall Islands | M/T Wonder Polaris |  | 115,351 |  | 2005 |  | March 2021
4 |  | Gamora Shipping Co. (“Gamora”) | Marshall Islands | M/T Wonder Sirius |  | 115,341 |  | 2005 |  | March 2021
5 |  | Starlord Shipping Co. (“Starlord”) | Marshall Islands | M/T Wonder Vega |  | 106,062 |  | 2005 |  | May 2021
6 |  | Hawkeye Shipping Co. (“Hawkeye”) | Marshall Islands | M/T Wonder Avior |  | 106,162 |  | 2004 |  | May 2021
7 |  | Vision Shipping Co. (“Vision”) | Marshall Islands | M/T Wonder Mimosa |  | 36,718 |  | 2006 |  | May 2021
8 |  | Colossus Shipping Co. (“Colossus”) | Marshall Islands | M/T Wonder Musica |  | 106,290 |  | 2004 |  | June 2021
9 |  | Xavier Shipping Co. (“Xavier”) | Marshall Islands | M/T Wonder Formosa |  | 36,660 |  | 2006 |  | June 2021
10 |  | Drax Shipping Co. (“Drax”) | Marshall Islands | M/T Wonder Bellatrix |  | 115,341 |  | 2006 |  | December 2021
11 |  | Elektra Shipping Co. (“Elektra”) (9) | Marshall Islands | — |  | — |  | — |  | —
(7) | Incorporated on July 29, 2022. At the Distribution Date, Toro served as the holding company to which the equity interests of the Aframax/LR2 and Handysize tanker owning subsidiaries and Elektra were contributed.
(8) | Incorporated under the laws of the Marshall Islands on October 3, 2022, to serve, with effect from the Distribution Date, as the cash manager of Toro and its subsidiaries.
(9) | Elektra no longer owns any vessel following the sale of the M/T Wonder Arcturus on May 9, 2022, and delivery of such vessel to an unaffiliated third-party on July 15, 2022.
Charterer concentration: During the years ended December 31, 2021, 2022 and 2023, charterers that individually accounted for more than 10% of the Company’s total vessel revenues (as percentages of total vessel revenues), all derived from the Company’s dry bulk and containers segments, were as follows:
Charterer |  |  | Year Ended December 31, 2021 |  |  | Year Ended December 31, 2022 |  |  | Year Ended December 31, 2023 |
A |  |  |  | 25 | % |  |  | 31 | % |  |  | 42 | %
B |  |  |  | — | % |  |  | 18 | % |  |  | 28 | %
C |  |  |  | — | % |  |  | — | % |  |  | 10 | %
D |  |  |  | 15 | % |  |  | 26 | % |  |  | — | %
E |  |  |  | 14 | % |  |  | — | % |  |  | — | %
Total |  |  |  | 54 | % |  |  | 75 | % |  |  | 80 | %

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