Equibles

6-K

Castor Maritime Inc. (CTRM)

6-K 2023-08-08 For: 2023-06-30
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2023

Commission File Number: 001-38802

CASTOR MARITIME INC.

(Translation of registrant’s name into English)

223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F  ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this report on Form 6-K as Exhibits 99.1 and 99.2 are the unaudited consolidated interim financial statements and related management’s discussion and analysis of financial condition and results of operations of Castor Maritime Inc. (the “Company”) for the six months ended June 30, 2023.

The information contained in this report on Form 6-K and Exhibits 99.1 and 99.2 attached hereto are hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-236331, 333-240262 and 333-254977).

Exhibit Index

Exhibit No. Description
99.1 Unaudited Consolidated Interim Financial Statements for the Six Months Ended June 30, 2023
99.2 Management’s Discussion and Analysis of Financial Condition and Results of Operations
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CASTOR MARITIME INC.
Dated: August 8, 2023
By: /s/ Petros Panagiotidis
Petros Panagiotidis
Chairman, Chief Executive Officer and Chief Financial Officer

Exhibit 99.1

INDEX TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Page
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2022, and June 30, 2023 F-2
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2022, and<br> 2023 F-3
Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the six months ended June 30, 2022, and 2023 F-4
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022, and 2023 F-5
Notes to Unaudited Interim Condensed Consolidated Financial Statements F-6

F-1

CASTOR MARITIME INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2022 and June 30, 2023
(Expressed in U.S. Dollars – except for share data)
ASSETS December 31, June 30,
--- --- --- --- --- --- ---
CURRENT ASSETS: 2022 2023
Cash and cash equivalents $ 100,593,557 $ 28,574,177
Restricted Cash 8 1,684,269 2,445,360
Accounts receivable trade, net 2,706,412 1,555,075
Due from related parties 4 2,437,354 5,458,734
Inventories 1,939,689 1,962,110
Prepaid expenses and other assets 2,065,539 1,442,202
Investment in equity securities 9 — 66,847,660
Assets held for sale 7(b) — 23,048,646
Deferred charges, net 14 51,138 —
Current assets of discontinued operations 3 54,763,308 —
Total current assets 166,241,266 131,333,964
NON-CURRENT ASSETS:
Vessels, net 4, 7 343,408,466 302,550,388
Restricted cash 8 7,550,000 7,295,000
Due from related parties 4 3,514,098 3,044,495
Prepaid expenses and other assets 1,626,000 1,220,000
Deferred charges, net 5 5,357,816 4,270,214
Fair value of acquired time charters 6 2,507,506 1,078,368
Investment in related party 4 — 117,521,579
Non-current assets of discontinued operations 3 102,715,796 —
Total non-current assets 466,679,682 436,980,044
Total assets $ 632,920,948 $ 568,314,008
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt, net 8 29,170,815 20,428,579
Debt related to assets held for sale, net 8 — 10,622,652
Accounts payable 7,593,981 2,754,118
Deferred revenue 2,583,879 1,489,881
Accrued liabilities 5,494,043 4,753,790
Current liabilities of discontinued operations 3 6,519,051 —
Total current liabilities 51,361,769 40,049,020
NON-CURRENT LIABILITIES:
Long-term debt, net 8 109,600,947 85,013,187
Non-current liabilities of discontinued operations 3 10,463,172 —
Total non-current liabilities 120,064,119 85,013,187
Commitments and contingencies 12
SHAREHOLDERS’ EQUITY:
Common shares, 0.001 par value; 1,950,000,000 shares authorized; 94,610,088 and  96,489,976 issued and outstanding as of December 31, 2022, and June 30, 2023, respectively 10 94,610 96,490
Due from shareholders 10 — (38,475 )
Preferred shares, 0.001 par value: 50,000,000 shares authorized; Series B Preferred Shares – 12,000<br> shares issued and outstanding as of December 31, 2022, and June 30, 2023 10 12 12
Additional paid-in capital 303,658,153 266,435,404
Retained earnings 157,742,285 176,758,370
Total shareholders’ equity 461,495,060 443,251,801
Total liabilities and shareholders’ equity $ 632,920,948 $ 568,314,008

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-2

CASTOR MARITIME INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME<br><br> <br>For the six months ended June 30, 2022 and 2023
(Expressed in U.S. Dollars – except for share data)
Six Months Ended<br><br> <br>June 30, Six Months Ended<br><br> <br>June 30,
--- --- --- --- --- --- --- ---
2022 2023
REVENUES:
Time charter revenues 6,14 $ 79,529,412 $ 49,747,081
Total vessel revenues 79,529,412 49,747,081
EXPENSES:
Voyage expenses (including 1,027,211 and 655,431 to related party for the six months ended June 30,<br> 2022, and 2023,<br> respectively) 4, 15 (1,384,566 ) (2,698,540 )
Vessel operating expenses 15 (20,914,440 ) (21,676,527 )
Management fees to related parties 4 (3,077,000 ) (3,615,825 )
Depreciation and amortization 5,7 (8,602,774 ) (11,301,547 )
General and administrative expenses (including 600,000 and 1,500,000 to  related party for the six months ended June 30, 2022, and 2023, respectively) 4, 16 (2,061,302 ) (2,805,076 )
Gain on sale of vessel 7 — 3,128,568
Total expenses (36,040,082 ) (38,968,947 )
Operating income 43,489,330 10,778,134
OTHER INCOME/(EXPENSES):
Interest and finance costs 8,17 (3,099,169 ) (6,117,641 )
Interest income 139,979 1,439,909
Foreign exchange gains / (losses) 78,916 (70,792 )
Dividend income on equity securities 9 — 366,002
Dividend income from related party 4 — 451,111
Gain on sale of equity securities — 2,636
Unrealized loss on equity securities 9 — (5,107,427 )
Total other expenses, net (2,880,274 ) (9,036,202 )
Net income and comprehensive income, from continuing operations, before taxes $ 40,609,056 $ 1,741,932
Income taxes (176,562 ) (65,179 )
Net income and comprehensive income from continuing operations, net of taxes $ 40,432,494 $ 1,676,753
Net income and comprehensive income from discontinued operations, net of taxes 3 7,297,290 17,339,332
Net income and comprehensive income 47,729,784 19,016,085
Earnings per common share, basic and diluted, continuing operations 13 0.43 0.02
Earnings per common share, basic and diluted, discontinued operations 13 0.08 0.18
Earnings per common share, basic and diluted, Total 13 0.50 0.20
Weighted average number of common shares, basic and diluted 94,610,088 94,784,704

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-3

CASTOR MARITIME INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY<br><br> <br>For the six months ended June 30, 2022, and 2023
(Expressed in U.S. Dollars – except for share data)
Number of Shares Issued Par Value Additional Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Common<br><br> <br>shares Series B<br><br> <br>Preferred shares of Shares<br><br> <br>issued Paid-in<br><br> capital Due from<br><br> <br>Shareholders Retained earnings Shareholders’<br><br> <br>Equity
Balance, December 31, 2021 94,610,088 12,000 94,622 303,658,153 — 39,181,595 342,934,370
- Net income and comprehensive income — — — — 47,729,784 47,729,784
Balance, June 30, 2022 94,610,088 12,000 94,622 303,658,153 — 86,911,379 390,664,154
Balance, December 31, 2022 94,610,088 12,000 94,622 303,658,153 — 157,742,285 461,495,060
- Net income and comprehensive income — — — — 19,016,085 19,016,085
- Distribution of net assets of Toro Corp. to shareholders (Note 1) — — (37,919,432 ) — — (37,919,432 )
- Issuance of common stock pursuant to the ATM Program (Note 10) 1,879,888 — 1,880 696,683 (38,475 ) — 660,088
Balance, June 30, 2023 96,489,976 12,000 96,502 266,435,404 (38,475 ) 176,758,370 443,251,801

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-4

CASTOR MARITIME INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS<br><br> <br>For the six months ended June 30, 2022, and 2023 (Expressed in U.S. Dollars)
Note Six Months Ended<br><br> <br>June 30, Six Months Ended<br><br> <br>June 30,
--- --- --- --- --- --- --- --- ---
2022 2023
Cash Flows provided by Operating Activities of Continuing Operations:
Net income 47,729,784 19,016,085
Less: Net income from discontinued operations, net of taxes 7,297,290 17,339,332
Net income from continuing operations, net of taxes $ 40,432,494 $ 1,676,753
Adjustments to reconcile net income from Continuing operations to net cash provided<br> by Operating Activities:
Depreciation and amortization 5,7 8,602,774 11,301,547
Amortization of deferred finance charges 17 373,239 423,855
Amortization of fair value of acquired time charters 6 — 1,429,137
Gain on sale of vessel 7 — (3,128,568 )
Unrealized loss on equity securities — 5,107,427
Realized gain on sale of equity securities — (2,636 )
Dividend income on equity securities 9 — (366,002 )
Dividend income from related party — (451,111 )
Changes in operating assets and liabilities: —
Accounts receivable trade, net 2,619,792 1,151,337
Inventories (617,996 ) (149,269 )
Due from/to related parties (1,960,253 ) (2,524,174 )
Prepaid expenses and other assets 427,899 1,029,338
Other deferred charges 165,899 51,138
Accounts payable 2,242,854 (3,819,388 )
Accrued liabilities 14,582 (793,036 )
Deferred revenue (792,983 ) (1,093,999 )
Dry-dock costs paid (264,053 ) (1,296,552 )
Net Cash provided by Operating Activities from Continuing Operations 51,244,248 8,545,797
Cash flow used in Investing Activities of Continuing Operations:
Vessel acquisitions (including time charters attached) and other vessel improvements 7 (23,043,438 ) (204,763 )
Purchase of equity securities — (72,211,450 )
Dividends received on equity securities — 366,002
Proceeds from sale of equity securities — 258,999
Dividends received from related parties 4 — 151,667
Net proceeds from sale of vessel — 11,349,705
Net cash used in Investing Activities from Continuing Operations (23,043,438 ) (60,289,840 )
Cash flows provided by/ (used in) Financing Activities of Continuing Operations:
Gross proceeds from issuance of common shares — 785,804
Common stock issuance expenses (65,797 ) (65,716 )
Proceeds from long-term debt 8 55,000,000 —
Repayment of long-term debt 8 (10,354,000 ) (23,131,200 )
Payment of deferred financing costs (704,558 ) (25,178 )
Proceeds received from Toro Corp. related to Spin-Off 4 — 2,667,044
Net cash provided by/(used in) Financing Activities from continuing operations 43,875,645 (19,769,246 )
Cash flows of discontinued operations:
Net Cash provided by Operating Activities from discontinued operations 1,580,903 20,409,041
Net cash used in Investing Activities from discontinued operations (62,383 ) (153,861 )
Net cash used in Financing Activities from discontinued operations (1,700,000 ) (62,734,774 )
Net cash used in discontinued operations (181,480 ) (42,479,594 )
Net increase/(decrease) in cash, cash equivalents, and restricted cash 71,894,975 (113,992,883 )
Cash, cash equivalents and restricted cash at the beginning of the period 43,386,468 152,307,420
Cash, cash equivalents and restricted cash at the end of the period $ 115,281,443 38,314,537
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents $ 104,387,715 $ 28,574,177
Restricted cash, current 3,053,728 2,445,360
Restricted cash, non-current 7,840,000 7,295,000
Cash, cash equivalents, and restricted cash $ 115,281,443 $ 38,314,537

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-5

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

1. Basis of Presentation and General<br> information:

Castor Maritime Inc. (“Castor”) was incorporated in September 2017 under the laws of the Republic of the Marshall Islands. The accompanying unaudited interim condensed consolidated financial statements include the accounts of Castor and its wholly owned subsidiaries (collectively, the “Company”). The Company is engaged in the worldwide transportation of ocean-going cargoes through its vessel-owning subsidiaries. On December 21, 2018, Castor’s common shares began trading on the 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 June 30, 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 stock 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 the $18.0 Million Term Loan Facility. 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.

F-6

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

1. Basis of Presentation and General information (continued):

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<br> Note 4(c) ) (117,222,135 )
Distribution of net assets of Toro to 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.

F-7

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

1. Basis of Presentation and General information (continued):

As of June 30, 2023, the Company owned a diversified fleet of 21 vessels, with a combined carrying capacity of 1.6 million dwt, consisting of one Capesize, seven Kamsarmax and eleven Panamax dry bulk vessels, as well as two 2,700 TEU containerships. Details of the Company’s wholly owned subsidiaries as of June 30, 2023, are listed below.

(a) Consolidated vessel owning subsidiaries:

Company Country of incorporation Vessel Name DWT Year<br><br> <br>Built Delivery date<br><br> <br>to Castor
1 Spetses Shipping Co. (“Spetses”) Marshall Islands M/V Magic P 76,453 2004 February 2017
2 Bistro Maritime Co. (“Bistro”) Marshall Islands M/V Magic Sun 75,311 2001 September 2019
3 Pikachu Shipping Co. (“Pikachu”) Marshall Islands M/V Magic Moon 76,602 2005 October 2019
4 Pocahontas Shipping Co. (“Pocahontas”) Marshall Islands M/V Magic Horizon 76,619 2010 October 2020
5 Jumaru Shipping Co. (“Jumaru”) Marshall Islands M/V Magic Nova 78,833 2010 October 2020
6 Super Mario Shipping Co. (“Super Mario”) Marshall Islands M/V Magic Venus 83,416 2010 March 2021
7 Pumba Shipping Co. (“Pumba”) Marshall Islands M/V Magic Orion 180,200 2006 March 2021
8 Kabamaru Shipping Co. (“Kabamaru”) Marshall Islands M/V Magic Argo 82,338 2009 March 2021
9 Luffy Shipping Co. (“Luffy”) Marshall Islands M/V Magic Twilight 80,283 2010 April 2021
10 Liono Shipping Co. (“Liono”) Marshall Islands M/V Magic Thunder 83,375 2011 April 2021
11 Stewie Shipping Co. (“Stewie”) Marshall Islands M/V Magic Vela 75,003 2011 May 2021
12 Snoopy Shipping Co. (“Snoopy”) Marshall Islands M/V Magic Nebula 80,281 2010 May 2021
13 Mulan Shipping Co. (“Mulan”) Marshall Islands M/V Magic Starlight 81,048 2015 May 2021
14 Cinderella Shipping Co. (“Cinderella”) Marshall Islands M/V Magic Eclipse 74,940 2011 June 2021
15 Mickey Shipping Co. (“Mickey”) Marshall Islands M/V Magic Callisto 74,930 2012 January 2022
16 Songoku Shipping Co. (“Songoku”) Marshall Islands M/V Magic Pluto 74,940 2013 August 2021
17 Asterix Shipping Co. (“Asterix”) Marshall Islands M/V Magic Perseus 82,158 2013 August 2021
18 Johnny Bravo Shipping Co. (“Johnny Bravo”) Marshall Islands M/V Magic Mars 76,822 2014 October 2021
19 Garfield Shipping Co. (“Garfield”) Marshall Islands M/V Magic Phoenix 76,636 2008 October 2021
20 Jerry Shipping Co. (“Jerry S”) Marshall Islands M/V Ariana A 38,117 2005 November 2022
21 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

F-8

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

1. Basis of Presentation and General information (continued):

(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
(1) Incorporated under the<br> 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.<br> 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<br> 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. (“Toro”) ^(3)^ Marshall Islands — — — —
2 Toro RBX Corp. (“Toro RBX”)^(4)^ 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”)^(5)^ Marshall Islands — — — —
(3) Incorporated on July 29,<br> 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.
--- ---
(4) Incorporated under the laws<br> 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.
--- ---
(5) Elektra no longer owns any<br> 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.
--- ---

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These statements and the accompanying notes should be read in conjunction with the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on March 8, 2023 (the “2022 Annual Report”).

These

    unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments
    considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six-month period ended June 30, 2023, are not necessarily indicative of the
    results that might be expected for the fiscal year ending December 31, 2023.

F-9

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

2. Significant Accounting Policies and<br> Recent Accounting Pronouncements:

A discussion of the Company’s significant accounting policies can be found in the consolidated financial statements for the year ended December 31, 2022, included in the Company’s 2022 Annual Report. Apart from the below additional policies, there have been no material changes to these policies in the six-month period ended June 30, 2023.

New significant accounting policies adopted during the six months ended June 30, 2023

Investment in related party (Financial Instruments, Recognition and Measurement):

The Company has elected to measure equity securities without a readily determinable fair value, that do not qualify for the practical expedient in ASC 820 Fair Value Measurement to estimate fair value using the NAV per share (or its equivalent), at its cost minus impairment, if any. At each reporting period, the Company also evaluates indicators such as the investee’s performance and its ability to continue as going concern and market conditions, to determine whether an investment is impaired in which case, the Company will estimate the fair value of the investment to determine the amount of the impairment loss.

Discontinued Operations

The Company classifies as discontinued operations, a component of an entity or group of components that has been disposed of by sale, disposed of other than by sale or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on the company’s operations and financial results (Note 3).

Recent Accounting Pronouncements:

There are no recent accounting pronouncements the adoption of which is expected to have a material effect on the Company’s unaudited interim condensed consolidated financial statements in the current period.

F-10

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

3. Discontinued operations:

The Company’s discontinued operations relate to the operations of Toro, Elektra and the subsidiaries formerly comprising the Company’s Aframax/LR2 and Handysize tanker segments following completion of the Spin-Off on March 7, 2023. The Company has no continuing involvement in the Aframax/LR2 and Handysize tanker business as of such date (Note 1).

The components of assets and liabilities of discontinued operations in the unaudited condensed consolidated balance sheet at December 31, 2022 consisted of the following:

CURRENT ASSETS: December 31, 2022
Cash and cash equivalents $ 41,779,594
Accounts receivable trade, net 10,616,573
Due from related parties 558,328
Inventories 893,568
Prepaid expenses and other assets 915,245
Total current assets of discontinued operations 54,763,308
NON-CURRENT ASSETS:
Vessels, net 92,486,178
Restricted cash 700,000
Due from related parties 1,708,474
Prepaid expenses and other assets 5,199,999
Deferred charges, net 2,621,145
Total non-current assets of discontinued operations 102,715,796
CURRENT LIABILITIES:
Current portion of long-term debt, net 2,606,302
Accounts payable 1,643,468
Accrued liabilities 2,269,281
Total current liabilities of discontinued operations 6,519,051
NON-CURRENT LIABILITIES:
Long-term debt, net 10,463,172
Total non-current liabilities of discontinued operations 10,463,172

F-11

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

3. Discontinued operations (continued):

The components of the income from discontinued operations for the six months ended June 30, 2022 and for the period January 1, 2023 through March 7, 2023 in the unaudited interim condensed consolidated statements of comprehensive income consisted of the following:

January 1 through<br><br> <br>March 7,
2023
REVENUES:
Time charter revenues 4,836,315 914,000
Voyage charter revenues 29,592,279 7,930
Pool revenues 8,180,973 22,447,344
Total vessel revenues 42,609,567 23,369,274
EXPENSES:
Voyage expenses (including 530,089, and 294,831 to related party for the six months ended June<br> 30, 2022, and 2023, respectively) (18,669,842 ) (374,396 )
Vessel operating expenses (10,807,764 ) (3,769,132 )
Management fees to related parties (1,384,650 ) (507,000 )
Depreciation and amortization (3,571,444 ) (1,493,759 )
Recovery of provision for doubtful accounts — 266,732
Total expenses (34,433,700 ) (5,877,555 )
Operating income 8,175,867 17,491,719
OTHER INCOME/(EXPENSES):
Interest and finance costs (388,385 ) (220,061 )
Interest income 1,412 253,165
Foreign exchange losses (11,128 ) (11,554 )
Total other (expenses)/income, net (398,101 ) 21,550
Net income and comprehensive income from discontinued operations, before taxes 7,777,766 $ 17,513,269
Income taxes (480,476 ) (173,937 )
Net income and comprehensive income from discontinued operations, net of taxes 7,297,290 $ 17,339,332

All values are in US Dollars.

F-12

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

4. Transactions with Related Parties:

During the six months periods ended June 30, 2022, and 2023, the Company incurred the following charges in connection with related party transactions, which are included in the accompanying unaudited interim condensed consolidated statements of comprehensive income:

Six months ended<br><br> <br>June 30, Six months ended<br><br> <br>June 30,
2022 2023
Management fees-related parties
Management fees – Castor Ships (a) $ 905,000 $ 1,270,425
Management fees – Pavimar (b) 2,172,000 2,345,400
Included in Voyage expenses
Charter hire commissions – Castor Ships (a) $ 1,027,211 $ 655,431
Included in General and administrative expenses
Administration fees – Castor Ships (a) $ 600,000 $ 1,500,000
Included in Gain on sale of vessel
Sale & purchase commission – Castor Ships (a) $ — $ 126,000
Included in Vessels’ cost
Sale & purchase commission – Castor Ships (a) $ 235,500 $ —

As of December 31, 2022, and June 30, 2023, balances with related parties consisted of the following:

December 31,<br><br> <br>2022 June 30,<br><br> <br>2023
Assets:
Due from Castor Ships (a) – current $ — $ 2,061,932
Due from Castor Ships (a) – non-current 3,514,098 3,044,495
Due from Pavimar (b) – current 2,664,976 3,369,200
Due from Toro (c) related to Spin-Off expenses reimbursement — 27,602
Investment in Toro (c) – non-current — 117,521,579
Liabilities:
Due to Castor (a) – current $ 227,622 $ —

F-13

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

4. Transactions with Related Parties<br> (continued):

(a) Castor

        Ships: During the period from September 1, 2020 \(being the initial Castor Ships Management Agreements effective date\), and up to June 30, 2022, pursuant to the terms and conditions stipulated in a master management
          agreement \(the “Master Management Agreement”\) and separate commercial ship management agreements \(the “Ship Management Agreements”\) with Castor Ships \(together, the “Castor Ships Management Agreements”\), Castor Ships managed the Company’s
          business and provided commercial ship management, chartering and administrative services to the Company and its vessel owning subsidiaries. During the abovementioned period, the Company and its subsidiaries, in exchange for Castor Ship’s
          services, paid Castor Ships: \(i\) a flat quarterly management fee in the amount of $0.3 million for the management and
          administration of the Company’s business, \(ii\) a daily fee of $250 per vessel for the provision of the services under the Ship
          Management Agreements, \(iii\) a commission rate of 1.25% on all charter agreements arranged by Castor Ships and \(iv\) a commission
          of 1% on each vessel sale and purchase transaction.

Effective

        July 1, 2022, the Company and each of the Company’s vessel owning subsidiaries entered, by mutual consent, into an amended and restated master management agreement with Castor Ships \(the “Amended and Restated Master Management Agreement”\),
        appointing Castor Ships as commercial and technical manager for the Company’s vessels. The Amended and Restated Master Management Agreement along with new ship management agreements signed between each vessel owning subsidiary and Castor Ships
        \(together, the “Amended Castor Ship Management Agreements”\) superseded in their entirety the Castor Ships Management Agreements. Pursuant to the Amended and Restated Master Management Agreement, Castor Ships manages the Company’s overall
        business and provides the Company’s vessel owning subsidiaries with a wide range of shipping services such as crew management, technical management, operational employment management, insurance management, provisioning, bunkering, accounting
        and audit support services, commercial, chartering and administrative services, including, but not limited to, securing employment for the Company’s fleet, arranging and supervising the vessels’ commercial operations, providing technical
        assistance where requested in connection with the sale of a vessel, negotiating loan and credit terms for new financing upon request and providing general corporate and administrative services, among other matters, which it may choose to
        subcontract to other parties at its discretion. Castor Ships is generally not liable to the Company for any loss, damage, delay or expense incurred during the provision of the foregoing services, except insofar as such events arise from Castor
        Ships or its employees’ fraud, gross negligence or willful misconduct \(for which the Company’s recovery will be limited to two times
        the Flat Management Fee, as defined below\). Notwithstanding the foregoing, Castor Ships will in no circumstances be responsible for the actions of the Company’s crews. The Company has also agreed to indemnify Castor Ships in certain
        circumstances.

In exchange for the services provided by Castor Ships, the Company and its vessel owning subsidiaries, pay Castor Ships (i) a flat quarterly management fee in the amount of $0.75 million for the management and administration of their business (the “Flat Management Fee”), (ii) a commission of 1.25% on all gross income received from the operation of their vessels, and (iii) a commission of 1% on each consummated sale and purchase transaction. In addition, each of the Company’s vessel owning subsidiaries pay Castor Ships a daily management fee of $925 per containership and dry bulk vessel, and a daily management fee of $975 per tanker vessel (collectively, the “Ship Management Fees”) for the provision of the ship management services provided in the ship management agreements. Pavimar is paid directly by the dry bulk vessel owning subsidiaries its previously agreed proportionate daily management fee of $600 per vessel and Castor Ships is paid the residual amount of $325 or $375, as applicable, of the agreed daily ship management fee. The Ship Management Fees and Flat Management Fee will be adjusted annually for inflation on each anniversary of the Amended and Restated Master Management Agreement’s effective date. The Company also reimburses Castor Ships for extraordinary fees and costs, such as the costs of extraordinary repairs, maintenance or structural changes to the Company’s vessels.

F-14

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

4. Transactions with Related Parties<br> (continued):

The Amended and Restated Master Management Agreement has a term of eight years from its effective date and this term automatically renews for a successive eight-year term on each anniversary of the effective date, starting from the first anniversary of the effective date, unless the agreements are terminated earlier in accordance with the provisions contained therein. In the event that the Amended and Restated Master Management Agreement is terminated by the Company or is terminated by Castor Ships due to a material breach of the master management agreement by the Company or a change of control in the Company (including certain business combinations, such as a merger or the disposal of all or substantially all of the Company’s assets or changes in key personnel such as the Company’s current directors or Chief Executive Officer), Castor Ships shall be entitled to a termination fee equal to seven times the total amount of the Flat Management Fee calculated on an annual basis. This termination fee is in addition to any termination fees provided for under each Ship Management Agreement.

In January 2023, Castor Ships transferred the technical sub-management of the Company’s containerships from Pavimar to a third-party ship management company.

As of June 30, 2023, in accordance with the provisions of the Amended Castor Ship Management Agreements, Castor Ships (i) had subcontracted to a third-party ship management company the technical management of the Company’s containerships and (ii) was co-managing with Pavimar the Company’s dry bulk vessels. Castor Ships pays, at its own expense, the containership technical management company a fee for the services it has subcontracted to it, without any additional cost to the Company.

During the six months ended June 30, 2023 and 2022, the Company incurred sale and purchase commissions amounting to $0 and $235,500, respectively, included in ‘Vessels, net’ in the accompanying unaudited condensed consolidated balance sheets and sale and purchase commissions amounting to $126,000 and $0 respectively, due to the sale of the vessel M/V Magic Rainbow for a gross sale price of $12.6 million, which is included in ‘Gain on sale of vessel’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

The Amended Castor Ship Management Agreements also provide for an advance funding equal to one month of vessel daily operating costs to be placed with Castor Ships as a working capital guarantee, refundable in case a vessel is no longer under Castor Ship’s management. As of December 31, 2022, such advances amounted to $3,514,098 and are presented in ‘Due from related parties, non-current’, in the accompanying unaudited condensed consolidated balance sheet, respectively. As of June 30, 2023, such advances amounted to $3,044,495 and $469,603, and are presented in ‘Due from related parties, non-current’ and ‘Due from related parties, current’, in the accompanying unaudited condensed consolidated balance sheet, respectively. The amount of $469,603 is in relation to the two vessels that have been classified as held for sale (Note 4(b)) and the M/V Magic Rainbow that was sold on April 18, 2023. In connection with the subcontracting services rendered by the third-party ship-management companies, the Company had, as of December 31, 2022, and June 30, 2023, aggregate working capital guarantee deposits due from Castor Ships of $0 and $201,915 respectively, which are presented in ‘Due from related parties, current’ in the accompanying unaudited condensed consolidated balance sheet.

As of December 31, 2022, net amounts of $214 were due to Castor Ships in relation to operating expenses payments made by them on behalf of the Company. As of June 30, 2023, net amounts of $1,618,721 were due from Castor Ships in relation to operating expenses / drydock payments made by them on behalf of the Company.

        Further, as of December 31, 2022, and June 30, 2023, amounts of $227,408 and $228,307 were due to Castor Ships in connection with the services covered by the Castor Ships Management Agreements and the Amended Castor Ships Management Agreements,
        respectively. As a result, as of December 31, 2022, aggregate amounts of $227,622 were due to Castor Ships and are presented net in
        ‘Due from related parties, current’, in the accompanying unaudited condensed consolidated balance sheets and  as of June 30, 2023, net amounts of $2,061,932
        were due from Castor Ships which are presented in ‘Due from related parties, current’, in the accompanying unaudited condensed consolidated balance sheets.

F-15

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

4. Transactions with Related Parties<br> (continued):

(b)  Pavimar: From the Company’s inception and until June 30, 2022, Pavimar, provided, on an exclusive basis, all of the Company’s vessel owning subsidiaries with a wide range of shipping services, including crew management, technical management, operational management, insurance management, provisioning, bunkering, vessel accounting and audit support services, which it could choose to subcontract to other parties at its discretion. Effective January 1, 2020, and during the eight-month period ended August 31, 2020, the Company’s vessels then comprising its fleet were charged with a daily management fee of $500 per day per vessel. On September 1, 2020, the Company’s then vessel owning subsidiaries entered into revised ship management agreements with Pavimar which replaced the then existing ship management agreements in their entirety (the “Technical Management Agreements”). Pursuant to the terms of the Technical Management Agreements, effective September 1, 2020, Pavimar provided all of the Company’s vessel owning subsidiaries with the range of technical, crewing, insurance and operational services stipulated in the previous agreements in exchange for a daily management fee of $600 per vessel. Effective July 1, 2022, the technical management agreements entered into between Pavimar and the Company’s tanker vessel owning subsidiaries were terminated by mutual consent.

In connection with such termination, Pavimar and the tanker vessel owning subsidiaries agreed to mutually discharge and release each other from any past and future liabilities arising from the respective agreements. Further, with effect from July 1, 2022, pursuant to the terms of the Amended and Restated Master Management Agreement, Pavimar, continues to provide, as co-manager with Castor Ships, the dry-bulk vessel owning subsidiaries with the same range of technical management services it provided prior to the Company’s entry into the Amended and Restated Management Agreement, in exchange for the previously agreed daily management fee of $600 per vessel. Pavimar also performed the technical management of containerships as sub-manager for Castor Ships from their date of acquisition.

Pavimar had subcontracted the technical management of four (comprising of three dry bulk and one containership) and three dry bulk of the Company’s vessels to third-party ship-management companies as of December 31, 2022 and June 30, 2023, respectively. These third-party management companies provided technical management services to the respective vessels for a fixed annual fee which is paid by Pavimar at its own expense. In connection with the subcontracting services rendered by the third-party ship-management companies, the Company had, as of December 31, 2022, and June 30, 2023, aggregate working capital guarantee deposits due from Pavimar of $258,252 in both periods, which are presented in ‘Due from related parties, current’ in the accompanying unaudited condensed consolidated balance sheet. In addition, Pavimar and its subcontractor third-party managers make payments for operating expenses with funds paid from the Company to Pavimar. As of December 31, 2022, and June 30, 2023, net amounts of $2,665,824 and $3,148,148 were due from Pavimar, respectively, in relation to advance payments to Pavimar on behalf of the Company. Further, as of December 31, 2022, and June 30, 2023, amounts of $259,100 and $37,200 were due to Pavimar in connection with additional services covered by the technical management agreements. As a result, as of December 31, 2022, and June 30, 2023, net amounts of $2,664,976 and $3,369,200, respectively, due from Pavimar, which are presented in ‘Due from related parties, current’, respectively, in the accompanying unaudited condensed consolidated balance sheets.

(c) Investment in related party:

As discussed in Note 1, as part of the Spin-Off Castor received 140,000 Series A Preferred Shares, having a stated amount of $1,000 and a par value of $0.001 per share. The Company is the holder of all of the issued and outstanding Series A Preferred Shares (Note 1). The Series A Preferred Shares do not have voting rights. The Series A Preferred Shares are convertible into common stock at the Company’s option commencing upon the third anniversary of the issue date until but excluding the seventh anniversary, at a conversion price equal to the lesser of (i) 150% of the VWAP of Toro common shares over the five consecutive trading day period commencing on the distribution date, and (ii) the VWAP of Toro common shares over the 10 consecutive trading day period expiring on the trading day immediately prior to the date of delivery of written notice of the conversion; provided, that, in no event shall the conversion price be less than $2.50.

F-16

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

4. Transactions with Related Parties (continued):

As there was no observable market for the Series A Preferred Shares, these were recognized at $117,222,135 (Note 11), being the fair value of the shares determined through Level 2 inputs

  of the fair value hierarchy by taking into consideration a third-party valuation. The fair value on the initial recognition is deemed to be the cost. The valuation methodology applied comprised the bifurcation of the value of the Series A Preferred
  Shares in two components namely, the “straight” preferred stock component and the option component. The mean of the sum of the two components was used to estimate the value for the Series A Preferred Shares at $117,222,135. The valuation methodology and the significant other observable inputs used for each
  component are set out below:
Valuation Technique Significant other observable Input Values
“Straight” Preferred Stock Component Discounted cash flow model • Weighted average cost of capital 12.80%
Option Component Black Scholes • Volatility 69.00%
• Risk-free rate 3.16%
• Weighted average cost of capital 12.80%
• Strike price $ 5.75
• Share price (based on the first 5 trading days volume weighted average) $ 4.52

As of June 30, 2023, the aggregate value of investments in Toro amounted to $117,222,135, including $299,444 of accrued dividends and are separately presented as ‘Investments in related party’ in the accompanying unaudited condensed consolidated balance sheet. As of June 30, 2023, the Company did not identify any indications for impairment or any observable prices for identical or similar investments of the same issuer.

Furthermore, Castor is entitled to receive cumulative cash dividends, at the annual rate of 1.00% on the stated amount of $1,000 per share, of the 140,000 Series A Preferred Shares, receivable quarterly in arrears on the 15th day of January, April, July and October in each year, subject to Toro’s Board of Directors approval. However, for each quarterly dividend period commencing on or after the reset date (the seventh anniversary of the issue date of the Series A Preferred Shares), the dividend rate will be the dividend rate in effect for the prior quarterly dividend period multiplied by a factor of 1.3; provided that the dividend rate will not exceed 20% per annum in respect of any quarterly dividend period. During the six month period ended June 30, 2023 and 2022, dividend income derived from the Company’s investment in Toro amounted to $451,111 and $0 respectively and is presented in ‘Dividend income from related party’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

During the six month period ended June 30, 2023, the Company received dividend of $151,667 from its investment in Toro.

Following the successful completion of the Spin-Off, Toro reimbursed Castor $2,667,044 for expenses related to the Spin-Off that have been incurred by Castor. Toro will not reimburse Castor for any of these expenses that were incurred or paid by any of the Toro subsidiaries of Castor after March 7, 2023. As of June 30, 2023, outstanding expenses due to be reimbursed from Toro amounted to $27,602 and is presented in ‘Due from related parties, current’, in the accompanying unaudited condensed consolidated balance sheet.

F-17

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

5. Deferred Charges, net:

The movement in deferred dry-docking costs, net in the accompanying unaudited condensed consolidated balance sheets is as follows:

Dry-docking costs
Balance December 31, 2022 $ 5,357,816
Additions 1,112,815
Amortization (1,038,325 )
Transfer to Assets held for sale (Note 7(b)) (548,078 )
Disposals (614,014 )
Balance June 30, 2023 $ 4,270,214
6. Fair<br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> Value of Acquired Time Charters:
--- ---

In connection with the acquisitions in October

      2022 of the M/V Ariana A and the M/V Gabriela A with time charters attached, the Company recognized intangible assets of $897,436 and $2,019,608, respectively, representing the fair
      values of the favorable time charters attached to the vessels. The M/V Ariana A and M/V
        Gabriela A attached charters commenced upon the vessels’ deliveries, on November 23, 2022, and November 30, 2022, respectively. The M/V Ariana A attached charter was concluded within the first quarter of 2023 and the respective intangible liability was fully amortized during that period.

For the six months ended June 30, 2022, and 2023, the amortization of the acquired time charters related to the above acquisitions amounted to $0 and $1,429,137, respectively, and is included in ‘Time Charter Revenues’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income. The aggregate unamortized portion of the M/V Gabriela A intangible asset as of June 30, 2023, amounted to $1,078,368 and will be amortized to vessel revenues by $813,195 within 2023 and by $265,173 within 2024, in accordance with the anticipated expiration date of the respective charter contract.

7. Vessels, net/Assets held for sale:

(a) Vessels, net: The amounts in the accompanying unaudited condensed consolidated balance sheets are analyzed as follows:

Vessel Cost Accumulated depreciation Net Book Value
Balance December 31, 2022 372,382,480 (28,974,014 ) 343,408,466
— Transfer to Assets held for sale (b) (26,016,507 ) 3,642,788 (22,373,719 )
— Vessel disposals (9,093,719 ) 872,582 (8,221,137 )
— Period depreciation — (10,263,222 ) (10,263,222 )
Balance June 30, 2023 337,272,254 (34,721,866 ) 302,550,388

F-18

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

7. Vessels, net/Assets held for sale (continued):

(b) Assets held for sale/ Disposal of vessels

On March 13, 2023, the Company entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Rainbow for a gross sale price of $12.6 million. The M/V Magic Rainbow was delivered to its new owners on April 18, 2023. In connection with this sale, the Company recognized during the second quarter of 2023 a net gain of $3.1 million which is separately presented in ‘Gain on sale of vessel’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

On March 23, 2023, the Company entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Moon for a gross sale price of $13.95 million. In addition, on June 2, 2023, the

          Company entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Twilight for a gross sale price of $17.5 million. The Company followed the provisions of ASC360 and, as all criteria required for their classifications as such were met at the balance sheet date, as of June 30, 2023,
          classified the carrying value of the vessels amounting to $22,373,719 and such vessels’ deferred charges and inventory onboard,
          amounting to $548,078 and, $126,849,
          respectively, as “Assets held for sale” measured at the lower of carrying value and fair value \(sale price\) less costs to sell. No
          impairment charges have been recorded as of June 30, 2023, in connection with the anticipated sale of the vessels since their carrying amounts plus unamortized dry-dock costs as at the balance sheet date were lower than their fair values less
          cost to sell. The Company expects to recognize during the third quarter of 2023 a gain on the sale of the M/V Magic Twilight of approximately $4.0 million and a gain on the sale of the M/V Magic Moon of approximately $4.6 million, excluding any transaction related costs. The M/V Magic Twilight was delivered to its new owners on July 20, 2023, and the M/V Magic Moon is expected to be delivered to its new owner during the third quarter of 2023.

As a result, as of December 31, 2022, and June 30, 2023, net amounts of $0 and $23,048,646, respectively, are presented in ‘Assets held for sale’, in the accompanying unaudited condensed consolidated balance sheets.

As of June 30, 2023, 17 of the 21 vessels in the Company’s fleet having an aggregate carrying value of $260.1 million, including the carrying value of vessels that were classified as held for sale as of June 30, 2023, were first priority mortgaged as collateral to their loan facilities (Note 8).

F-19

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

8. Long-Term Debt:

The amount of long-term debt shown in the accompanying unaudited condensed consolidated balance sheet of June 30, 2023, is analyzed as follows:

Year/Period Ended
Loan facilities Borrowers December 31,<br><br> <br>2022 June 30,<br><br> <br>2023
$11.0 Million Term Loan Facility (a) Spetses- Pikachu $ 6,200,000 $ 5,400,000
$4.5 Million Term Loan Facility (b) Bistro 2,850,000 2,550,000
$15.29<br> Million Term Loan Facility (c) Pocahontas- Jumaru 11,993,000 11,051,000
$40.75 Million Term Loan Facility (e) Liono-Snoopy-Cinderella-Luffy 34,980,000 32,672,000
$23.15 Million Term Loan Facility (f) Bagheera-Garfield 17,800,500 9,089,300
$55.00 Million Term Loan Facility (g) Mulan- Johnny Bravo-Songoku-Asterix-Stewie 44,395,000 37,325,000
$22.5 million Term Loan Facility (h) Tom-Jerry 22,250,000 19,250,000
Total long-term debt including Debt related to assets held for sale $ 140,468,500 $ 117,337,300
Less: Deferred financing costs (1,696,738 ) (1,272,882 )
Total long-term debt including Debt related to assets held for sale, net of deferred finance costs $ 138,771,762 $ 116,064,418
Presented:
Current portion of long-term debt $ 29,848,400 $ 20,943,399
Less: Current portion of deferred finance costs (677,585 ) (514,820 )
Current portion of long-term debt, net of deferred finance costs $ 29,170,815 $ 20,428,579
Debt related to assets held for sale $ — $ 10,742,000
Less: Current portion of deferred finance costs — (119,348 )
Debt related to assets held for sale, net of deferred finance costs $ — $ 10,622,652
Non-Current portion of long-term debt 110,620,100 85,651,901
Less: Non-Current portion of deferred finance costs (1,019,153 ) (638,714 )
Non-Current portion of long-term debt, net of deferred finance costs $ 109,600,947 $ 85,013,187

F-20

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

8. Long-Term Debt (continued):

a. $11.0 Million Term Loan Facility:

On March 31, 2023, a notice of LIBOR replacement by SOFR has been signed with Alpha Bank, S.A. (“Alpha Bank”), where the Margin (as defined in the loan agreement) will be increased by a percentage which is the equivalent of the positive difference (i.e. 0.045% with value date April 3, 2023) between USD LIBOR and SOFR for the first rollover period selected upon application of SOFR methodology. Such percentage will apply over the tenor of the loan going forward regardless of future rollover periods. Further details of the Company’s $11.0 million senior secured credit facility with Alpha Bank (the “$11.0 Million Term Loan Facility”) are discussed in Note 7 of the consolidated financial statements for the year ended December 31, 2022, included in the Company’s 2022 Annual Report.

As of June 30, 2023, the loan tranche relating to M/V Magic Moon, amounting to $2.8 million has been classified as Debt related to assets held for sale under current liabilities.

b. $4.5 Million Term Loan Facility:

On June 21, 2023, the Company entered into an amendment agreement to its $4.5 million senior secured term loan facility with Chailease International Financial Services Co., Ltd. With effect from July 31, 2023, the current interest rate shall be replaced by a replacement interest rate, comprised of Term SOFR, a credit spread adjustment of 0.11448% and the Margin (as defined in the loan agreement). Details of the Company’s $4.5 million senior secured credit facility with Chailease International Financial Services Co. Ltd. (the “$4.5 Million Term Loan Facility”), are discussed in Note 7 of the consolidated financial statements for the year ended December 31, 2022, included in the Company’s 2022 Annual Report.

c. $15.29 Million Term Loan Facility

On July 3, 2023, the Company entered into an amendment agreement to its $15.29 million senior secured term loan facility with Hamburg Commercial Bank AG. With effect from July 3, 2023, the current interest rate shall be replaced by a replacement interest rate, i.e. Term SOFR, and the Margin (as defined in the loan agreement). Details of the Company’s $15.29 million senior secured credit facility with Hamburg Commercial Bank AG, (the “$15.29 Million Term Loan Facility”), are discussed in Note 7 of the consolidated financial statements for the year ended December 31, 2022, included in the Company’s 2022 Annual Report.

d. $18.0 Million Term Loan Facility

On March 7, 2023, as part of the Spin-Off, the outstanding amount of principal, net of deferred finance charges was contributed to Toro with amount of $12,413,056 (Note 1) and Toro replaced the Company as guarantor under the $18.0 million senior secured credit facility with Alpha Bank S.A., (the “$18.0 Million Term Loan Facility”). Further details of the $18.0 Million Term Loan Facility are discussed in Note 7 of the consolidated financial statements for the year ended December 31, 2022, included in the Company’s 2022 Annual Report.

e. $40.75 Million Term Loan Facility

On July 3, 2023, the Company entered into an amendment agreement to its $40.75 million senior secured term loan facility with Hamburg Commercial Bank AG. With effect from July 3, 2023, the current interest rate shall be replaced by a replacement interest rate, i.e. Term SOFR, and the Margin (as defined in the loan agreement). Details of the Company’s $40.75 million senior secured credit facility with Hamburg Commercial Bank AG, (the “$40.75 Million Term Loan Facility”), are discussed in Note 7 of the consolidated financial statements for the year ended December 31, 2022, included in the Company’s 2022 Annual Report.

As of June 30, 2023, the loan tranche relating to M/V Magic Twilight, amounting

      to $7.9 million has been classified as Debt related to assets held for sale under current liabilities. On July 20, 2023, the Company
      repaid $7.91 million under this facility from the proceeds of the sale of M/V Magic Twilight,
      being the part of the loan secured by M/V Magic Twilight, and the repayment schedule was adjusted accordingly.

F-21

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

8. Long-Term Debt (continued):

f. $23.15 Million Term Loan Facility

On May 23, 2023, the Company entered into an amendment agreement to its $23.15 million senior secured term loan facility with Chailease International Financial Services Co., Ltd. With effect from April 24, 2023, the current interest rate shall be replaced by a replacement interest rate, comprised of Term SOFR 1M, a credit spread adjustment of 0.11448% and the Margin (as defined in the loan agreement). Details of the Company’s $23.15 million senior secured credit facility with Chailease International Financial Services (Singapore) Pte. Ltd., (the “$23.15 Million Term Loan Facility”), are discussed in Note 7 of the consolidated financial statements for the year ended December 31, 2022, included in the Company’s 2022 Annual Report. On April 18, 2023, the Company repaid $6.95 million under this facility from the proceeds of the sale of M/V Magic Rainbow, being the part of the loan secured by M/V Magic Rainbow, and the repayment schedule was adjusted accordingly.

g. $55.0 Million Term Loan Facility

Details of the Company’s $55.0 million senior secured credit facility with Deutsche Bank AG, (the “$55.0 Million Term Loan Facility”), are discussed in Note 7 of the consolidated financial statements for the year ended December 31, 2022, included in the Company’s 2022 Annual Report.

h. $22.5 Million Term

              Loan Facility

Details of the Company’s $22.5 million senior secured credit facility with Chailease International Financial Services (Singapore) Pte. Ltd. (the “$22.5 Million Term Loan Facility”), are discussed in Note 7 of the consolidated financial statements for the year ended December 31, 2022, included in the Company’s 2022 Annual Report.

As of December 31, 2022, and June 30, 2023, the Company was in compliance with all financial covenants prescribed in its debt agreements.

Restricted cash as of June 30, 2023, current and non-current, includes (i) $6.7 million of minimum liquidity deposits required pursuant to the $11.0 Million Term Loan Facility, the $15.29 Million Term Loan Facility, the $40.75 Million Term Loan Facility and the $55.0 Million Term Loan Facility discussed above, (ii) $1.4 million in the dry-dock reserve accounts required under the $15.29 Million Term Loan Facility, the $40.75 Million Term Loan Facility and the $55.0 Million Term Loan Facility discussed above, and (iii) $1.7 million of retention deposits required under the $15.29 Million Term Loan Facility and the $40.75 Million Term Loan Facility.

Restricted cash as of December 31, 2022, current and non-current, includes (i) $6.6 million of minimum liquidity deposits required pursuant to the $11.0 Million Term Loan Facility, the $15.29 Million Term Loan Facility, the $40.75 Million Term Loan Facility and the $55.0 Million Term Loan Facility discussed above, (ii) $0.9 million in the dry-dock reserve accounts required under the $15.29 Million Term Loan Facility, the $40.75 Million Term Loan Facility and the $55.0 Million Term Loan Facility discussed above, and (iii) $1.7 million of retention deposits required under the $15.29 Million Term Loan Facility and the $40.75 Million Term Loan Facility.

The annual principal payments for the Company’s outstanding debt arrangements (including the debt related to assest held for sale) as of June 30, 2023, required to be made after the balance sheet date, are as follows:

Twelve-month period ending June 30, Amount
2024 $ 31,685,399
2025 27,776,401
2026 13,624,400
2027 40,051,100
2028 4,200,000
Total long-term debt $ 117,337,300

The weighted average interest rate on the Company’s long-term debt for the six month ended June 30, 2022, and 2023 was 3.9% and 8.3% respectively.

Total interest incurred on long-term debt for the six month ended June 30, 2022, and 2023, amounted to $2.6 million and $5.3 million respectively, and is included in Interest and finance costs (Note 17) in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

F-22

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

9. Investment in equity securities

A summary of the movement in listed equity securities for the six-month period ended June 30, 2023 is presented in the table below:

Equity securities
Balance December 31, 2022 $ —
Equity securities acquired 72,211,450
Proceeds from sale of equity securities (258,999 )
Gain on sale of equity securities 2,636
Unrealized loss on equity securities revalued at fair value at end of the period (5,107,427 )
Balance June 30, 2023 $ 66,847,660

On June 30, 2023, the Company filed a Schedule 13G, reporting that it holds 1,391,500 shares of common stock of Eagle Bulk Shipping Inc.(“Eagle”), representing 14.99% of the issued and outstanding shares of common stock of Eagle as of June 23, 2023.

In the six-month periods ended June 30, 2022, and 2023, the Company received dividends of $0 and $366,002, respectively, from its investments in listed equity securities.

10. Equity Capital Structure:

Under the Company’s Articles of Incorporation, as amended, the Company’s authorized capital stock consists of 2,000,000,000 shares, par value $0.001 per share, of which 1,950,000,000 shares are designated as common shares and 50,000,000 shares are designated as preferred shares. During

      the six months ended June 30, 2023, there was no movement in the Company’s outstanding warrants. For a further description of the terms and rights of the Company’s capital stock and details of its equity transactions prior to
      January 1, 2023, please refer to Note 8 of the consolidated financial statements for the year ended December 31, 2022, included in the Company’s 2022 Annual Report.

On April 20, 2023, the Company received written notification from the Nasdaq Stock Market that it was not in compliance with the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market and was initially provided with 180 calendar days, or until October 17, 2023, to regain compliance with the subject requirement. The Company intends to monitor the closing bid price of its common stock during the compliance period and is considering its options to regain compliance with the Nasdaq Capital Market minimum bid price requirement. The Company can cure this deficiency if the closing bid price of its common stock is $1.00 per share or higher for at least ten consecutive business days during the cure period. In the event the Company does not regain compliance within the cure period and meets all other listing standards and requirements, the Company may be eligible for an additional 180-day cure period.

The Company intends to cure the deficiency within the prescribed cure period. During this time, the Company’s common stock will continue to be listed and trade on the Nasdaq Capital Market. The Company’s business operations are not affected by the receipt of the notification.

F-23

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

10. Equity Capital Structure (continued):

At-the-market (“ATM”) common stock offering program

On May 23, 2023, the Company, entered into an equity distribution agreement for an at-the-market offering, with Maxim Group LLC (“Maxim”), under which the Company may sell an aggregate offering price of up to $30.0 million of its common stock with Maxim acting as a sales agent over a minimum period of 12 months (the “ATM Program”). No warrants, derivatives, or other share classes were associated with this transaction. As of June 30, 2023, the Company had received gross proceeds of $0.8 million under the ATM Program by issuing 1,879,888 common shares. The net proceeds under the ATM Program, after deducting sales commissions and other transaction fees and expenses (advisory and legal fees), amounted to $0.7 million. As of June 30, 2023, there was an outstanding receivable of $38,475 from shareholders relating to the issuance of shares under the ATM Program, which is presented as a deduction from stockholders’ equity. The receivable was fully repaid in cash on July 3, 2023.

11. Financial Instruments and Fair Value<br> Disclosures:

The principal financial assets of the Company consist of cash at banks, restricted cash, trade accounts receivable, investments in listed equities, an investment in related party and amounts due from related party/(ies). The principal financial liabilities of the Company consist of trade accounts payable, accrued liabilities, amounts due to related party/(ies) and long-term debt.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and cash equivalents, restricted cash, accounts receivable trade, net,<br> amounts due from/to related party/(ies) and accounts payable: The carrying<br> values reported in the accompanying unaudited condensed 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<br> 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 <br> and is considered Level 1 item of the fair value hierarchy.
Investment in<br> listed equity securities: The carrying value reported in the accompanying unaudited condensed consolidated balance sheet for this financial instrument represents its fair value and is considered Level 1 item of the fair<br> value hierarchy as it is determined though quoted prices in an active market.
---
Long-term debt: The secured credit facilities discussed in Note 6, have a recorded value which is a reasonable estimate of their<br> fair value due to their variable interest rate and are thus considered Level 2 items in accordance with the fair value hierarchy as LIBOR and SOFR rates are observable at commonly quoted intervals for the full terms of the loans.
---
Investment in related party: Investments in related party is initially measured at fair value which is deemed to be the cost and subsequently<br> assessed for the existence of any observable market for the Series A Preferred Shares and any observable price changes for identical or similar investments and the existence of any indications for impairment. As per the Company’s<br> assessment no such case was identified as at June 30, 2023.
---

F-24

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

11. Financial Instruments and Fair Value Disclosures: (continued):

The following is a tabular presentation of the non-recurring fair value measurement of Investment in related party.

June 30,<br><br> <br>2023 Significant<br><br> <br>other<br><br> <br>observable<br><br> <br>inputs<br><br> <br>(Level 2) Total gain /<br><br> <br>(loss)
Non-recurring fair value measurements
Investment in related party (Note 4) 117,222,135 117,222,135 —
Total investment in related party $ 117,222,135 $ 117,222,135 $ —

Concentration

      of credit risk: Financial instruments, which
      potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents and trade accounts receivable. The Company places its cash and cash equivalents, consisting mostly of deposits, with
      high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of the financial institutions in which it places its deposits. The Company limits its credit risk with accounts receivable by
      performing ongoing credit evaluations of its customers’ financial condition.
12. Commitments and Contingencies:

Various claims, lawsuits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements.

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements. The Company is covered for liabilities associated with the vessels’ actions to the maximum limits as provided by Protection and Indemnity (P&I) Clubs, members of the International Group of P&I Clubs.

(a) Commitments under long-term lease contracts

The following table sets forth the future minimum contracted lease payments to the Company (gross of charterers’ commissions), based on the Company’s vessels’ commitments to non-cancelable time charter contracts as of June 30, 2023. Non-cancelable time charter contracts include both fixed-rate time charters or charters linked to the Baltic Dry Index (“BDI”). For index linked contracts, contracted lease payments have been calculated using the BDI linked rate as measured at the commencement date.

F-25

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

12. Commitments and Contingencies (continued):

In addition, certain of the variable-rate contracts have the option at the Company’s option to convert to a fixed rate for a predetermined period, in such cases where lease payments have been converted to a fixed rate, the minimum contracted lease payments for this period are calculated using the agreed converted fixed rate. The calculation does not include any assumed off-hire days.

Twelve-month period ending June 30, Amount
2024 $ 51,648,713
2025 —
Total $ 51,648,713
13. Earnings Per Common Share:
--- ---

The Company calculates earnings per common share by dividing net income available to common shareholders in each period by the weighted-average number of common shares outstanding during that period.

Diluted earnings per common share, if applicable, reflects the potential dilution that could occur if potentially dilutive instruments were exercised, resulting in the issuance of additional shares that would then share in the Company’s net income. For the six months ended June 30, 2022, and 2023, the effect of the warrants outstanding during these periods and as of that dates, would be antidilutive, hence were excluded from the computation of diluted earnings per share. As a result, for the six months ended June 30, 2022, and 2023, ‘Basic earnings per share’ equaled ‘Diluted earnings per share’. For more information on the terms and conditions of these securities, please refer to Note 11 of the consolidated financial statements for the year ended December 31, 2022, included in the Company’s 2022 Annual Report.

The components of the calculation of basic and diluted earnings per common share are as follows:

Six months ended<br><br> <br>June 30, Six months ended<br><br> <br>June 30,
2022 2023
Net income and comprehensive income from continuing operations, net of taxes $ 40,432,494 $ 1,676,753
Net income and comprehensive income from discontinued operations, net of taxes 7,297,290 17,339,332
Net  income and comprehensive income 47,729,784 19,016,085
Weighted average number of common shares outstanding, basic and diluted 94,610,088 94,784,704
Earnings per common share, basic and diluted, continuing operations 0.43 0.02
Earnings per common share, basic and diluted, discontinued operations 0.08 0.18
Earnings per common share, basic and diluted, total 0.50 0.20

F-26

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

14. Total Vessel Revenues:

The following table includes the voyage revenues earned by the Company in each of the six-month periods ended June 30, 2022, and 2023, as presented in the accompanying unaudited interim condensed consolidated statements of comprehensive income:

Six<br> months ended<br><br> <br>June 30, Six<br> months ended<br><br> <br>June 30,
2022 2023
Time charter revenues 79,529,412 49,747,081
Total Vessel revenues $ 79,529,412 $ 49,747,081

During each of the six-month periods ended June 30, 2022 and 2023, the Company generated its revenues from time charters.

The Company typically enters into fixed rate or index-linked rate charters with an option to convert to fixed rate time charters ranging from one month to twelve months and in isolated cases on longer terms depending on market conditions. The charterer has the full discretion over the ports visited, shipping routes and vessel speed, subject to the owner protective restrictions discussed below. Time charter agreements may have extension options ranging from months, to sometimes, years. The time charter party generally provides, among others, typical warranties regarding the speed and the performance of the vessel as well as owner protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws and war risks, and carries only lawful and non-hazardous cargo.

15. Vessel Operating Expenses and Voyage<br> Expenses:

The amounts in the accompanying unaudited interim condensed consolidated statements of comprehensive income are analyzed as follows:

Six<br> months ended<br><br> <br>June 30, Six<br> months ended<br><br> <br>June 30,
Vessel Operating Expenses 2022 2023
Crew & crew related costs 10,779,784 11,487,787
Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling 5,861,285 4,945,421
Lubricants 1,161,176 1,453,131
Insurances 1,763,236 1,823,010
Tonnage taxes 373,988 458,174
Other 974,971 1,509,004
Total Vessel operating expenses $ 20,914,440 $ 21,676,527
Six months<br> ended<br><br> <br>June 30, Six months<br> ended<br><br> <br>June 30,
--- --- --- --- --- ---
Voyage expenses 2022 2023
Brokerage commissions 954,866 831,742
Brokerage commissions- related party 1,027,211 655,431
Port & other expenses 406,120 306,616
Bunkers consumption 1,594,928 640,672
(Gain)/loss on bunkers (2,598,559 ) 264,079
Total Voyage expenses $ 1,384,566 $ 2,698,540

F-27

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

16. General<br><br><br><br><br><br><br><br><br><br><br><br><br> and Administrative Expenses:

General and administrative expenses are analyzed as follows:

Six months ended<br><br> <br>June 30, Six months ended<br><br> <br>June 30,
2022 2023
Audit fees $ 124,408 $ 140,065
Non-executive directors’ compensation 36,000 36,000
Professional fees and other expenses 1,300,894 1,129,011
Administration fees-related party (Note 4(a)) 600,000 1,500,000
Total $ 2,061,302 $ 2,805,076
17. Interest and Finance Costs:
--- ---

The amounts in the accompanying unaudited interim consolidated statements of comprehensive income are analyzed as follows:

Six months ended<br><br> <br>June 30, Six months ended<br><br> <br>June 30,
2022 2023
Interest on long-term debt $ 2,644,821 $ 5,318,880
Amortization of deferred finance charges 373,239 423,855
Other finance charges 81,109 374,906
Total Interest and Finance Costs $ 3,099,169 $ 6,117,641
18. Segment Information:
--- ---

In late 2022, the Company acquired two containerships. As a result of the different characteristics of such containerships in relation to the Company’s other operating segments, the Company determined that, with effect from the fourth quarter of 2022, it operated in two reportable segments: (i) dry bulk and (ii) containerships on a continued operations basis. The reportable segments reflect the internal organization of the Company and the way the chief operating decision maker reviews the operating results and allocates capital within the Company. In addition, the transport of dry cargo commodities, which are carried by dry bulk vessels, has different characteristics to the transport of containerized products (carried by containerships). In addition, the transportation of containerized goods, the nature of trade, as well as the trading routes, charterers and cargo handling, is different from the dry-bulk segment.

F-28

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

18. Segment Information (continued):

The table below presents information about the Company’s reportable segments as of and for the six months ended June 30, 2022, and 2023. The accounting policies followed in the preparation of the reportable segments are the same as those followed in the preparation of the Company’s unaudited interim condensed consolidated financial statements. Segment results are evaluated based on income from operations.

Six months ended June 30, Six months ended June 30,
2022 2023
Dry bulk segment Total Dry bulk segment Container ship segment Total
Time charter revenues $ 79,529,412 79,529,412 $ 42,979,593 6,767,488 49,747,081
Total vessel revenues $ 79,529,412 79,529,412 $ 42,979,593 6,767,488 49,747,081
Voyage expenses (including charges from related party) (1,384,566) ) (1,384,566 ) (2,339,460 ) (359,080 ) (2,698,540 )
Vessel operating expenses (20,914,440 ) (20,914,440 ) (18,754,397 ) (2,922,130 ) (21,676,527 )
Management fees to related parties (3,077,000) ) (3,077,000 ) (3,280,975 ) (334,850 ) (3,615,825 )
Depreciation and amortization (8,602,774 ) (8,602,774 ) (8,710,367 ) (2,591,180 ) (11,301,547 )
Gain on sale of vessel — — 3,128,568 — 3,128,568
Segments operating income $ 45,550,632 $ 45,550,632 $ 13,022,962 $ 560,248 $ 13,583,210
Interest and finance costs (3,068,061 ) (5,812,565 )
Interest income 9,815 1,161,934
Foreign exchange (losses)/gains 74,006 (66,035 )
Unrealized loss on equity securities — (5,107,427 )
Unallocated corporate general and administrative expenses (2,061,302 ) (2,805,076 )
Corporate Interest and finance costs (31,108 ) (305,076 )
Corporate Interest income 130,164 277,975
Corporate exchange (losses)/ gains 4,910 (4,757 )
Dividend income on equity securities — 366,002
Dividend income from related party — 451,111
Gain on sale of equity securities — 2,636
Net income and comprehensive income from continuing operations, before taxes $ 40,609,056 $ 1,741,932
Net income and Comprehensive income from discontinued operations, before taxes $ 7,777,766 $ 17,513,269
Net income and Comprehensive income, before taxes $ 48,386,822 $ 19,255,201

F-29

CASTOR MARITIME INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars – except for share data unless otherwise stated)

18. Segment Information (continued):

A reconciliation of total segment assets to total assets presented in the accompanying unaudited condensed consolidated balance sheets of December 31, 2022, and June 30, 2023, is as follows:

As of<br><br> <br>December 31,<br><br> <br>2022 As of<br><br> <br>June 30,<br><br> <br>2023
Dry bulk segment $ 339,599,683 $ 307,452,711
Containership segment 52,850,927 50,004,481
Cash and cash equivalents ^(1)^ 82,336,438 26,159,930
Prepaid expenses and other assets ^(1)^ 654,796 184,696,886
Total assets from continuing operations $ 475,441,844 $ 568,314,008
Total assets from discontinued operations $ 157,479,104 $ —
Total consolidated assets $ 632,920,948 $ 568,314,008
^(1)^ Refers to assets of other, non-vessel owning, entities included in the unaudited interim<br> condensed consolidated financial statements.
--- ---
19. Subsequent Events:
--- ---
(a) Sale of the M/V Magic Twilight: On July 20, 2023, the Company completed the previously announced sale of the M/V Magic Twilight by delivering the vessel to its new owners. Please refer to Note 4 and Note 8.
--- ---
(b) Subsequent to the period end, the Company issued additional 133,900 of its common<br> shares pursuant to the ATM program and had received gross proceeds of $0.06 million<br> whereas, the net proceeds under the ATM Program, after deducting sales commissions, amounted to $0.05 million.
--- ---
(c) On July 3, 2023, the Company entered into an amendment agreement to its $15.29<br> million senior secured term loan facility and $40.75 Million Term Loan Facility with Hamburg Commercial Bank AG for the<br> replacement of LIBOR. Please refer to Note 8.
--- ---
(d) On August 7, 2023, the Company agreed to issue 50,000<br> Series D Preferred shares (“Pref D shares”) of $1,000 each to Toro Corp (“Toro”), for a total consideration of $50 million in cash. The distribution rate of the Pref D shares is 5%, paid quarterly, and they are convertible to common shares of Castor from the first anniversary of the issue date at the lower of (i) $0.70 and (ii) the 5 day<br> value weighted average price immediately preceding the conversion, subject to a minimum conversion price. The distribution rate is set to increase by a factor of 1.3 times per annum from year 7 with a maximum rate of 20%.<br> This transaction and its terms were approved by the independent members of the board of directors of each of Castor and Toro at the recommendation of their respective independent committees who negotiated the transaction.
--- ---

F-30

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the financial condition and results of operations of Castor Maritime Inc. (“Castor”) for the six-month periods ended June 30, 2022, and June 30, 2023. Unless otherwise specified herein, references to the “Company”, “we”, “our” and “us” or similar terms shall include Castor and its wholly owned subsidiaries. You should read the following discussion and analysis together with the unaudited interim condensed consolidated financial statements and related notes included elsewhere in this report. Amounts relating to percentage variations in period-on-period comparisons shown in this section are derived from those unaudited interim condensed consolidated financial statements. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. These forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control which could cause actual events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements. For a more complete discussion of these risks and uncertainties, please read the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Risk Factors” in our Annual Report for the year ended December 31, 2022 (the “2022 Annual Report”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 8, 2023. For additional information relating to our management’s discussion and analysis of financial conditions and results of operations, please see our 2022 Annual Report. Unless otherwise defined herein, capitalized terms and expressions used herein have the same meanings ascribed to them in the 2022 Annual Report.

Business Overview and Fleet Information

We are a growth-oriented global shipping company that was incorporated in the Republic of the Marshall Islands in September 2017 for the purpose of acquiring, owning, chartering and operating oceangoing cargo vessels. We are a provider of worldwide seaborne transportation services for dry bulk and container cargoes.

We currently operate a fleet consisting of 18 dry bulk carriers that engage in the worldwide transportation of commodities such as iron ore, coal, soybeans etc., with an aggregate cargo carrying capacity of 1.5 million dwt and an average age of 13.5 years and 2 containership vessels with an aggregate cargo carrying capacity of 0.1 million dwt and an average age of 17.9 years (together, our “Fleet”). The average age of our entire Fleet is 13.9 years. Our management reviews and analyzes operating results for our business over two reportable segments, (i) the Dry Bulk Segment, and (ii) the Containership Segment. On March 7, 2023, we completed the previously announced contribution of the subsidiaries constituting our Aframax/LR2 and Handysize tanker segments and Elektra Shipping Co. (the subsidiary formerly owning the M/T Wonder Arcturus, which was delivered to its new owners on July 15, 2022) to our then wholly owned subsidiary, Toro Corp. (“Toro”), in exchange for various issuances of stock by Toro and distribution of all common shares of Toro on a pro rata basis to our common shareholders (such transactions collectively, the “Spin-Off”).

Our dry bulk and containership fleets currently operate in the time charter market. Our commercial strategy primarily focuses on deploying our Fleet under a mix of period time charters and trip time charters according to our assessment of market conditions. Our aim is to periodically adjust the mix of these chartering arrangements to take advantage of the relatively stable cash flows and high utilization rates associated with period time charters or to profit from attractive spot charter rates in the trip charter market.

Until June 30, 2022, our Fleet was technically managed by Pavimar S.A. (“Pavimar”), a related party controlled by Ismini Panagiotidis, the sister of our Chairman, Chief Executive Officer, Chief Financial Officer and controlling shareholder, Mr. Petros Panagiotidis, and commercially managed by Castor Ships S.A (“Castor Ships”), a company controlled by Mr. Panagiotidis. With effect from July 1, 2022, our vessels are technically and commercially managed by Castor Ships. Castor Ships has opted, with effect from the same date, to technically co-manage our dry-bulk fleet with Pavimar, whereas the technical management of our containerships are currently subcontracted to one third-party ship management company.

The following table summarizes key information about our Fleet as of the date of this report:

Fleet vessels:

Dry Bulk Carriers ^(1)^
Vessel Name Vessel Type DWT Year<br><br> <br>Built Country of<br><br> <br>Construction Purchase Price<br><br> <br>(in million) Delivery<br><br> <br>Date
Magic P Panamax 76,453 2004 Japan $ 7.35 02/21/2017
Magic Sun Panamax 75,311 2001 Korea $ 6.71 09/05/2019
Magic Moon^(2)^ Panamax 76,602 2005 Japan $ 10.20 10/20/2019
Magic Horizon Panamax 76,619 2010 Japan $ 12.75 10/09/2020
Magic Nova Panamax 78,833 2010 Japan $ 13.86 10/15/2020
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 Nebula Kamsarmax 80,281 2010 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 Korea $ 20.40 09/20/2021
Magic Phoenix Panamax 76,636 2008 Japan $ 18.75 10/26/2021
Magic Callisto^(3)^ Panamax 74,930 2012 Japan $ 23.55 01/04/2022
Containerships^(4)^
Ariana A 2,700 TEU capacity Containership 38,117 2005 Germany $ 25.00 11/23/22
Gabriela A 2,700 TEU capacity Containership 38,121 2005 Germany $ 25.75 11/30/22

(1)    On March 13, 2023, the Company entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Rainbow for

    a gross sale price of $12.6 million. The vessel was delivered to its new owners on April 18, 2023. On June 2, 2023, the Company entered into an agreement with an unaffiliated third party for the sale of the M/V
      Magic Twilight for a gross sale price of $17.5 million. The vessel was delivered to its new owners on July 20, 2023. For further information, please refer to Note 7\(b\) to our unaudited interim condensed consolidated financial statements,
    included elsewhere herein.

(2)    On March 23, 2023, the Company entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Moon for a gross sale price of $13.95 million. The vessel is expected to be delivered to its new owner during the third quarter of 2023. For further information, please refer to Note 7(b) to our unaudited interim condensed consolidated financial statements, included elsewhere herein.

(3)    On January 4, 2022, our wholly owned subsidiary, Mickey Shipping Co., pursuant to a purchase agreement entered into on December 17, 2021, took delivery of the M/V 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 transaction was approved by a special committee of disinterested and independent directors of the Company.

(4)    On October 26, 2022, our wholly owned subsidiaries, Tom Shipping Co. and Jerry Shipping Co., entered into two separate agreements to each acquire a 2005 German-built 2,700 TEU containership vessel each, from two separate entities beneficially owned by family members of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer. The terms of these transactions were negotiated and approved by a special committee of disinterested and independent directors of the Company.

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We intend to continuously explore the market in order to identify further potential acquisition targets which will help us grow our Fleet and business. Our acquisition strategy has so far focused on secondhand dry bulk vessels and, recently, containerships, though we may acquire vessels in other sizes, age and/or sectors which we believe offer attractive investment opportunities, subject to the parameters set out in certain resolutions passed by our board of directors in connection with the Spin-Off. We may also opportunistically dispose of vessels and may engage in such acquisitions and disposals at any time and from time to time.

Recent Developments

Please refer to Note 19 to our unaudited interim condensed consolidated financial statements, included elsewhere herein, for developments that took place after June 30, 2023.

Operating results

Important measures and definitions for analyzing our results of operations

Our management uses the following metrics to evaluate our operating results, including the operating results of our segments, and to allocate capital accordingly:

Total vessel revenues. Total vessel revenues are generated mainly from time charters. Vessels operating on time charters for a certain period provide more predictable cash flows over that period. Total vessel revenues are affected by the number of vessels in our Fleet, hire rates and the number of days a vessel operates which, in turn, are affected by several factors, including the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry dock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, and levels of supply and demand in the seaborne transportation market.

For further discussion of vessel revenues, please refer to Note 14 to our unaudited interim condensed consolidated financial statements included elsewhere in this report.

Voyage expenses. Our voyage expenses primarily consist of brokerage commissions paid in connection with the chartering of our vessels. Under a time charter, the charterer pays substantially all the vessel voyage related expenses. However, we may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time charter, during periods of commercial waiting time or while off-hire during dry docking or due to other unforeseen circumstances. and occasionally of bunker expenses. Gain/loss on bunkers may also arise where the cost of the bunker fuel sold to the new charterer is greater or less than the cost of the bunker fuel acquired.

Operating expenses. We are responsible for vessel operating costs, which include crewing, expenses for repairs and maintenance, the cost of insurance, tonnage taxes, the cost of spares and consumable stores, lubricating oils costs, communication expenses, and other expenses, including ship management fees. Expenses for repairs and maintenance tend to fluctuate from period to period because most repairs and maintenance typically occur during periodic drydocking. Our ability to control our vessels’ operating expenses also affects our financial results. Daily vessel operating expenses are calculated by dividing Fleet operating expenses by the Ownership Days for the relevant period.

Off-hire. The period a vessel in our Fleet is unable to perform the services for which it is required under a charter for reasons such as scheduled repairs, vessel upgrades, dry- dockings or special or intermediate surveys or other unforeseen events.

Dry-docking/Special Surveys. We periodically dry-dock and/or perform special surveys on vessels in our Fleet for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Our ability to control our dry-docking and special survey expenses and our ability to complete our scheduled dry- dockings and/or special surveys on time also affects our financial results. Dry-docking and special survey costs are accounted under the deferral method whereby the actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due.

Ownership Days. Ownership Days are the total number of calendar days in a period during which we owned a vessel. Ownership Days are an indicator of the size of our Fleet over a period and determine both the level of revenues and expenses recorded during that specific period.

Available Days. Available Days are the Ownership Days in a period less the aggregate number of days our vessels are off-hire due to scheduled repairs, dry-dockings or special or intermediate surveys. The shipping industry uses Available Days to measure the aggregate number of days in a period during which vessels are available to generate revenues. Our calculation of Available Days may not be comparable to that reported by other companies.

Operating Days. Operating Days are the Available Days in a period after subtracting unscheduled off-hire days and idle days.

Fleet Utilization. Fleet Utilization is calculated by dividing the Operating Days during a period by the number of Available Days during that period. Fleet Utilization is used to measure a company’s ability to efficiently find suitable employment for its vessels.

Principal factors impacting our business, results of operations and financial condition

Our results of operations are affected by numerous factors. The principal factors that have impacted the business during the fiscal periods presented in the following discussion and analysis and that are likely to continue to impact our business are the following:

-         The levels of demand and supply of seaborne cargoes and vessel tonnage in the shipping industries in which we operate;

-         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 container industries, including international conflict or war (or threatened war), such as between Russia and Ukraine;

-         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 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 customers who use our services and the performance of their obligations under their agreements, including their ability to make timely payments to us;

-         Our ability to maintain solid working relationships with our existing customers and our ability to increase the number of our charterers through the development of new working relationships;

-         The reputation and safety record of our manager and/or sub-managers for the management of our vessels;

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  • 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;

-         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.

Employment and operation of our Fleet

Another factor that impacts our profitability is the employment and operation of our Fleet. The profitable employment of our Fleet is highly dependent on the levels of demand and supply in the shipping industries in which we operate, our commercial strategy including the decisions regarding the employment mix of our Fleet, as well as our managers’ ability to leverage our relationships with existing or potential customers. The effective operation of our Fleet mainly requires regular maintenance and repair, effective crew selection and training, ongoing supply of our Fleet with the spares and the stores that it requires, contingency response planning, auditing of our vessels’ onboard safety procedures, arrangements for our vessels’ insurance, chartering of the vessels, training of onboard and on shore personnel with respect to the vessels’ security and security response plans (ISPS), obtaining of ISM certifications, compliance with environmental regulations and standards, and performing the necessary audit for the vessels within the six months of taking over a vessel and the ongoing performance monitoring of the vessels.

Financial, general and administrative management

The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires us to manage our financial resources, which includes managing banking relationships, administrating our bank accounts, managing our accounting system, records and financial reporting, monitoring and ensuring compliance with the legal and regulatory requirements affecting our business and assets and managing our relationships with our service providers and customers.

See also “Item 3. Key Information—D. Risk Factors” in our 2022 Annual Report. Because many of these factors are beyond our control and certain of these factors have historically been volatile, past performance is not necessarily indicative of future performance and it is difficult to predict future performance with any degree of certainty.

Results of Operations

Following the completion of the Spin-Off, the historical results of operations and the financial position of Toro Corp. and Aframax/LR2 and Handysize segments for periods prior to the Spin-Off are presented as discontinued operations. For information on our discontinued operations, see Note 3 in the unaudited interim condensed consolidated financial statements.

Consolidated Results of Operations<br><br> <br>Six months ended June 30, 2023, as compared to the six months ended June 30, 2022
(In U.S. Dollars, except for number of share data) Six Months Ended<br><br> <br>June 30,<br><br> <br>2022 Six Months<br><br> <br>Ended June 30,<br><br> <br>2023 Change-<br><br> <br>amount
Total vessel revenues $ 79,529,412 $ 49,747,081 $ 29,782,331
Expenses:
Voyage expenses (including commissions to related party) (1,384,566 ) (2,698,540 ) 1,313,974
Vessel operating expenses (20,914,440 ) (21,676,527 ) 762,087
Management fees to related parties (3,077,000 ) (3,615,825 ) 538,825
Depreciation and amortization (8,602,774 ) (11,301,547 ) 2,698,773
General and administrative expenses (including costs from related party) (2,061,302 ) (2,805,076 ) 743,774
Gain on sale of vessel - 3,128,568 3,128,568
Operating income $ 43,489,330 $ 10,778,134 $ 32,711,196
Interest and finance costs, net (including interest costs from related party) (2,959,190 ) (4,677,732 ) 1,718,542
Other income/ (expenses) (1) 78,916 (4,358,470 ) 4,437,386
Income taxes (176,562 ) (65,179 ) 111,383
Net income and comprehensive income from continuing operations, net of taxes $ 40,432,494 $ 1,676,753 $ 38,755,741
Net income and comprehensive income from discontinued operations, net of taxes $ 7,297,290 $ 17,339,332 $ 10,042,042
Net income and comprehensive income $ 47,729,784 $ 19,016,085 $ 28,713,699
Earnings per common share, basic and diluted, continuing operations $ 0.43 $ 0.02
Earnings per common share, basic and diluted, discontinued operations $ 0.08 $ 0.18
Earnings per common share, basic and diluted, total $ 0.50 $ 0.20
Weighted average number of common shares, basic and diluted 94,610,088 94,784,704

(1)      Includes aggregated amounts for foreign exchange losses / (gains), unrealized losses from equity securities and other income, as applicable in each period.

Total vessel revenues – Total vessel revenues decreased to $49.7 million in the six months ended June 30, 2023, from $79.5 million in the same period of 2022. This decrease was largely driven by the decrease in prevailing charter rates of our dry bulk vessels. During the six-months ended June 30, 2023, our fleet earned on average a Daily TCE Rate of $12,113, compared to an average Daily TCE Rate of $21,816 earned during the same period in 2022. The decrease has been partly offset by the net increase in our Available Days from 3,582 days in the six months ended June 30, 2022, to 3,884 days in the six months ended June 30, 2023, following the acquisition of the two containerships that were delivered to the Company in November 2022 and the sale of M/V Magic Rainbow on April 18, 2023. Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Voyage expenses – Voyage expenses increased by $1.3 million, to $2.7 million in the six months ended June 30, 2023, from $1.4 million in the corresponding period of 2022. This increase in voyage expenses is mainly associated with the decrease of gain on bunkers by $2.9 million partly offset by: (i) decreased bunkers consumption and (ii) decreased brokerage commission expenses, corresponding to the decrease in vessel revenues discussed above.

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Vessel operating expenses – The increase in operating expenses by $0.8 million, to $21.7 million in the six months ended June 30, 2023, from $20.9 million in the same period of 2022 mainly reflects the increase in the Ownership Days of our Fleet Days to 3,908 days in the six-months ended June 30, 2023, from 3,616 days in the same period in 2022, partially offset by a decrease in repairs, spares and maintenance costs for certain of our dry bulk vessels. This variation is primarily attributable to the acquisition of the two containerships.

Management fees – On July 28, 2022, we entered into an amended and restated master management agreement with Castor Ships, with effect from July 1, 2022, (the “Amended and Restated Master Management Agreement”), which, among other things, increased management fees payable to Castor Ships. Our vessel owning subsidiaries each also entered into new ship management agreements with Castor Ships. See Note 4(a) to our unaudited interim condensed consolidated financial statements included elsewhere herein for further details on such amended agreements. Management fees in the six months ended June 30, 2023, amounted to $3.6 million, whereas, in the same period of 2022, management fees totaled $3.1 million. This increase in management fees is due to the acquisition of two containerships, resulting in an increase in the total number of Ownership Days for which our managers charged us a daily management fee as well as the increased management fees under the Amended and Restated Master Management Agreement.

Depreciation and amortization – Depreciation and amortization expenses are comprised of vessels’ depreciation and the amortization of vessels’ capitalized dry-dock costs. Depreciation expenses increased to $10.3 million in the six months ended June 30, 2023, from $7.9 million in the same period of 2022 as a result of the increase in the Ownership Days of our Fleet following the acquisition of the two containerships, offset by a decrease of $0.2 million in depreciation expense of dry bulk vessels. Dry-dock and special survey amortization charges amounted to $1.0 million for the six months ended June 30, 2023, compared to a charge of $0.7 million in the respective period of 2022. This variation in dry-dock amortization charges primarily resulted from the increase in the number of dry docks that our dry bulk fleet underwent throughout the year ended December 31, 2022, which resulted in an increase in aggregate amortization days to 1,113 days in the six months ended June 30, 2023, from 905 days in the six months ended June 30, 2022.

General and administrative expenses – General and administrative expenses in the six months ended June 30, 2023, amounted to $2.8 million, whereas, in the same period of 2022, general and administrative expenses totaled $2.1 million, with the variation resulting mainly from the increase in our administrative fees under the Amended and Restated Master Management Agreement.

Gain on sale of vessel - On April 18, 2023, we concluded the sale of the M/V Magic Rainbow which we sold, pursuant to an agreement dated March 13, 2023, for a cash consideration of $12.6 million. The sale resulted in net proceeds to the Company of $11.4 million and the Company recording a net gain on the sale of $3.1 million.

Interest and finance costs, net – The increase by $1.7 million to $4.7 million in net interest and finance costs in the six months ended June 30, 2023, as compared with $3.0 million in the same period of 2022, is mainly due to the increase of the weighted average interest rate on our debt from 3.9% in the six months ended June 30, 2022, to 8.3% in the six months ended June 30, 2023, further affecting our interest and finance costs, partly offset by an increase in interest we earned from time deposits due to increased interest rates. Our weighted average indebtedness decreased from $133.7 million in the six months ended June 30, 2022, to $132.5 million in the six months ended June 30, 2023.

Other income/ (expenses) – Other expenses in the six months ended June 30, 2023, amounted to $4.7 million, and mainly includes unrealized loss of $5.1 million from revaluing our investments in listed equity securities at period end market rates. We did not hold any investment in equity securities during the six months period ended June 30, 2022.

Net income from discontinued operations – Net income from discontinued operations increased by $10.1 million to $17.4 million in the period from January 1 through March 7, 2023, as compared to $7.3 million in the six months ended June 30, 2022.

Discontinued Operations

An analysis of the amounts recorded in respect of discontinued operations in the period from January 1 through March 7, 2023, and in the six months ended June 30, 2022, respectively are presented as follows:

Six Months Ended<br><br> <br>June 30,<br><br> <br>2022 January 1<br><br> <br>through March 7,<br><br> <br>2023
REVENUES:
Time charter revenues 4,836,315 914,000
Voyage charter revenues 29,592,279 7,930
Pool revenues 8,180,973 22,447,344
Total vessel revenues 42,609,567 23,369,274
EXPENSES:
Voyage expenses (including commissions to related party) (18,669,842 (374,396 )
Vessel operating expenses (10,807,764 (3,769,132 )
Management fees to related parties (1,384,650 (507,000 )
Depreciation and amortization (3,571,444 (1,493,759 )
Recovery of provision for doubtful accounts — 266,732
Total expenses (34,433,700 (5,877,555 )
Operating income 8,175,867 17,491,719
OTHER INCOME/ (EXPENSES):
Interest and finance costs (388,385 (220,061 )
Interest income 1,412 253,165
Foreign exchange losses (11,128 (11,554 )
Total other (expenses)/income, net (398,101 21,550
Net income and comprehensive income from discontinued operations, before taxes $ 7,777,766 $ 17,513,269
Income taxes (480,476 (173,937 )
Net income and comprehensive income from discontinued operations, net of taxes $ 7,297,290 $ 17,339,332

All values are in US Dollars.

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Segment Results of Operations

Six months ended June 30, 2023, as compared to the six months ended June 30, 2022 —Dry Bulk Segment

(In U.S. Dollars) Six months<br><br> <br>ended<br><br> <br>June 30, 2022 Six months<br><br> <br>ended<br><br> <br>June 30, 2023 Change-<br><br> <br>amount
Total vessel revenues $ 79,529,412 $ 42,979,593 $ 36,549,819
Expenses:
Voyage expenses (including commissions to related party) (1,384,566 ) (2,339,460 ) 954,894
Vessel operating expenses (20,914,440 ) (18,754,397 ) 2,160,043
Management fees to related parties (3,077,000 ) (3,280,975 ) 203,975
Depreciation and amortization (8,602,774 ) (8,710,367 ) 107,593
Gain on sale of vessel - 3,128,568 3,128,568
Operating income ^(1)^ $ 45,550,632 $ 13,022,962 $ 32,527,670
(1) Does not include corporate general and administrative expenses. See the discussion under “Consolidated Results of Operations” above.
--- ---

Total vessel revenues

Total vessel revenues for our dry bulk fleet, decreased to $43.0 million in the six months ended June 30, 2023, from $79.5 million in the same period of 2022. This decrease was largely driven by the weaker charter hire rates that our dry bulk fleet earned in the six months ended June 30, 2023 as compared with those earned during the same period of 2022 as, during the six-months ended June 30, 2023, our dry bulk fleet earned on average a Daily TCE Rate of $11,461, compared to an average Daily TCE Rate of $21,816 earned during the same period in 2022. Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Voyage expenses

Voyage expenses increased to $2.3 million in the six months ended June 30, 2023, from $1.4 million in the corresponding period of 2022. This increase in voyage expenses is mainly associated with the decrease of gain on bunkers counterbalanced by the (i) decreased bunkers consumption and (ii) decreased brokerage commission expenses, corresponding to the decrease in vessel revenues discussed above.

Vessel operating expenses

The decrease in operating expenses for our dry bulk fleet by $2.1 million, to $18.8 million in the six months ended June 30, 2023, from $20.9 million in the same period of 2022, mainly reflects the decrease in repairs, spares and maintenance costs for certain of our dry bulk vessels and the decrease in ownership days from 3,616 to 3,546, following the sale of M/V Magic Rainbow on April 18, 2023, in the six month period ended June 30, 2022 and 2023, respectively.

Management fees

Management fees for our dry bulk fleet in the six months ended June 30, 2023, amounted to $3.3 million, whereas in the same period of 2022 management fees totaled $3.1 million. This increase in management fees is due to the increased management fees following our entry into the Amended and Restated Master Management Agreement.

Depreciation and amortization

Depreciation expenses for our dry bulk fleet in the six months ended June 30, 2023, and 2022, amounted to $7.7 million and $7.9 million respectively. The decrease reflects (i) the decrease in the Ownership Days of our dry bulk segment Days to 3,546 days in the six-months ended June 30, 2023, from 3,616 days in the same period in 2022 due to the sale of M/V Magic Rainbow and (ii) the effect of classifying M/V Magic Moon and M/V Magic Twilight as held for sale for which depreciation was not recorded during the period in which those vessels were classified as held for sale.  Dry-dock and special survey amortization charges increased to $1.0 million in the six months ended June 30, 2023, from $0.7 million in the same period of 2022. The $0.3 million increase in Dry-dock and special survey amortization charges in the periods discussed is due to the increase in the number of dry docks that our dry bulk fleet underwent in late 2022, which resulted in an increase in aggregate amortization days from 905 in the six months ended June 30, 2022, to 1,060 in the same period of 2023.

Gain on sale of vessel - On April 18, 2023, we concluded the sale of the M/V Magic Rainbow which we sold, pursuant to an agreement dated March 13, 2023, for a cash consideration of $12.6 million. The sale resulted in net proceeds to the Company of $11.4 million and the Company recording a net gain on the sale of $3.1 million.

Six months ended June 30, 2023 — Containership Segment

We entered the containership business in the fourth quarter of 2022 and, accordingly, no comparative financial information exists for the six months ended June 30, 2022.

(In U.S. Dollars) Six months ended<br><br> <br>June 30, 2023
Total vessel revenues 6,767,488
Expenses:
Voyage expenses (including commissions to related party) (359,080 )
Vessel operating expenses (2,922,130 )
Management fees to related parties (334,850 )
Depreciation and amortization (2,591,180 )
Operating income (1) $ 560,248
(1) Does not include corporate general and administrative expenses. See the discussion under “Consolidated Results of Operations” above.
--- ---

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Total vessel revenues

Total vessel revenues for our containership segment amounted to $6.8 million in the six months ended June 30, 2023. During the six months ended June 30, 2023, we owned on average two containerships over the calendar period that earned a Daily TCE Rate of $18,960. During the period in which we owned them, both our containerships were engaged in period time charters. Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Voyage expenses

Voyage expenses for our containership segment amounted to $0.4 million in the six months ended June 30, 2023, mainly comprising of brokerage commissions.

Vessel operating expenses

Operating expenses for our containership segment amounted to $2.9 million in the six months ended June 30, 2023, and mainly comprised of fees paid to third party managers to cover operating expenditures such as crew wages costs, spares, repairs and maintenance costs and lubricants’ consumption costs.

Management fees

Management fees for our containership segment amounted to $0.3 million in the six months ended June 30, 2023.

Depreciation and Amortization

Depreciation and amortization expenses amounted to $2.6 million in the six months ended June 30, 2023, and exclusively relate to vessels’ depreciation for the period during which we owned them.

Liquidity and Capital Resources

We operate in a capital-intensive industry, and we expect to finance the purchase of additional vessels and other capital expenditures through a combination of proceeds from equity offerings, borrowings in debt transactions and cash generated from operations. Our liquidity requirements relate to servicing the principal and interest on our debt, funding capital expenditures and working capital (which includes maintaining the quality of our vessels and complying with international shipping standards and environmental laws and regulations) and maintaining cash reserves for the purpose of satisfying certain minimum liquidity restrictions contained in our credit facilities. In accordance with our business strategy, other liquidity needs may relate to funding potential investments in additional vessels and maintaining cash reserves against fluctuations in operating cash flows. Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity.

As of June 30, 2023, and December 31, 2022, we had cash and cash equivalents of $28.6 million and $100.6 million (which excludes $9.7 million and $9.2 million of restricted cash in each period under our debt agreements), respectively. Cash and cash equivalents are primarily held in U.S. dollars.

As of June 30, 2023, we had $117.3 million of gross indebtedness outstanding under our debt agreements, of which $31.7 million, matures in the twelve-month period ending June 30, 2024. This amount includes gross indebtedness under the loan facilities associated with two mortgaged vessels, the M/V Magic Moon and the M/V Magic Twilight, which have been classified as held for sale. As of June 30, 2023, we were in compliance with all the financial and liquidity covenants contained in our debt agreements.

Working capital is equal to current assets minus current liabilities. As of June 30, 2023, we had a working capital surplus of $91.3 million as compared to a working capital surplus of $114.9 million as of December 31, 2022.

We believe that our current sources of funds and those that we anticipate to internally generate for a period of at least the next twelve months from the date of this report, will be sufficient to fund the operations of our Fleet, meet our working capital and capital expenditures requirements and service the principal and interest on our debt for that period.

As of June 30, 2023, we did not have any commitments for capital expenditures related to vessel acquisitions.

Our Borrowing Activities

Please refer to Note 8 to our unaudited interim condensed consolidated financial statements, included elsewhere herein, for information regarding our borrowing activities as of June 30, 2023.

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Cash Flows

The following table summarizes our net cash flows provided by/(used in) operating, investing, and financing activities and our cash, cash equivalents and restricted cash for the six- month periods ended June 30, 2022, and 2023:

Six months ended June 30,
(in thousands of U.S. Dollars) 2022 2023
Net cash provided by operating activities from continuing operations $ 51,244,248 $ 8,545,797
Net cash used in investing activities from continuing operations (23,043,438 ) (60,289,840 )
Net cash provided by/(used in) financing activities from continuing operations 43,875,645 (19,769,246 )
Net cash provided by operating activities from discontinued operations 1,580,903 20,409,041
Net cash used in investing activities from discontinued operations (62,383 ) (153,861 )
Net cash used in financing activities from discontinued operations (1,700,000 ) (62,734,774 )
Cash, cash equivalents and restricted cash at beginning of period 43,386,468 152,307,420
Cash, cash equivalents and restricted cash at end of period $ 115,281,443 $ 38,314,537

Operating Activities (from continuing operations):

For the six-month period ended June 30, 2023, net cash provided by operating activities amounted to $8.5 million, consisting of net income of $1.7 million, non-cash adjustments related to depreciation and amortization of $11.3 million, gain on sale of the M/V Magic Rainbow of $3.1 million, amortization of deferred finance charges of $0.4 million, amortization of fair value of acquired charters of $1.4 million, unrealized loss of $5.1 million from revaluing our investments in listed equity securities at period end market rates, dividend income on equity securities of $0.4 million, dividend income from related party of $0.5 million and a net increase of $6.2 million in working capital, which mainly derived from (i) decrease in accounts payable by $3.8 million, (ii) decrease in accrued liabilities by $0.8 million and (iii) increase in Due from/to related parties by $2.5 million.

For the six-month period ended June 30, 2022, net cash provided by operating activities amounted to $51.2 million, consisting of net income of $40.4 million, non-cash adjustments related to depreciation and amortization of $8.6 million, amortization of deferred finance charges of $0.4 million and a net decrease of $2.1 million in working capital.

Investing Activities (from continuing operations):

For the six-months ended June 30, 2023, net cash used in investing activities amounted to $60.3 million mainly reflecting the cash outflows of $72 million associated with the purchase and sale of equity securities offset by dividends received amounted to $0.4 million relating to investment in listed equity securities, the net proceeds from the sale of the M/V Magic Rainbow of $11.4 million offset by $0.2 million used for other capital expenditures relating to our fleet and dividends received from our investment in Toro amounting to $0.2 million. Please also refer to Notes 9 and 7of our unaudited interim consolidated financial statements included elsewhere in this report for a more detailed discussion.

On June 30, 2023, we filed a Schedule 13G, reporting that we hold 1,391,500 shares of common stock of Eagle Bulk Shipping Inc. (“Eagle”), representing 14.99% of the issued and outstanding shares of common stock of Eagle as of June 23, 2023. Please refer to Note 9 to our unaudited interim condensed consolidated financial statements, included elsewhere herein, for further information regarding our investment.

For the six-months ended June 30, 2022, net cash used in investing activities amounting to $23 million mainly reflects the cash outflows associated with our vessel acquisitions, as discussed in more detail in the 2022 Annual Report.

Financing Activities (from continuing operations):

For the six months ended June 30, 2023, net cash used in financing activities amounted to $19.8 million, mainly relating to $23.1 million of period scheduled principal repayments under our existing secured credit facilities and early prepayments due to sale of vessel, as offset by (i) $2.7 million cash reimbursement from Toro relating to the Spin-Off expenses incurred by us on Toro’s behalf during 2022 and up to the completion of the Spin-Off and (ii) $0.7 million of net proceeds under our at-the-market common share offering program dated May 23, 2023. Please also refer to Notes 4, 8 and 10 of our unaudited interim consolidated financial statements included elsewhere in this report for a more detailed discussion.

For the six months ended June 30, 2022, net cash provided by financing activities amounted to $43.9 million, relates to the $54.3 million net proceeds from the $55.0 million secured term loan facility that we entered into in January 2022 (as discussed in more detail in the 2022 Annual Report), as offset by (i) $10.4 million of period scheduled principal repayments under our existing secured credit facilities and (ii) $0.1 million of expenses paid in connection with our then at-the-market common stock offering program.

8

Critical Accounting Estimates

We prepare our financial statements in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For more details on our Critical Accounting Estimates, please read “Item 5.E. Critical Accounting Estimates” in our 2022 Annual Report. For a description of our significant accounting policies, please read Note 2 to our unaudited interim condensed consolidated financial statements, included elsewhere in this report, “Item 18. Financial Statements” in our 2022 Annual Report and more precisely “Note 2. Summary of Significant Accounting Policies” of our consolidated financial statements included elsewhere in our 2022 Annual Report.

APPENDIX A

Non-GAAP Financial Information

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

Reconciliation of Daily TCE Rate to Total vessel revenues
Six-Months ended<br><br> June 30, Six-Months ended<br><br> June 30,
<br><br> <br>2022 <br><br> <br>2023
Total vessel revenues $ 79,529,412 $ 49,747,081
Voyage expenses -including commissions from related party (1,384,566 ) (2,698,540 )
TCE revenues $ 78,144,846 $ 47,048,541
Available Days 3,582 3,884
Daily TCE Rate $ 21,816 $ 12,113

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Reconciliation of Daily TCE Rate to Total vessel revenues — Dry Bulk Segment
Six-Months ended<br><br> <br>June 30, Six-Months ended<br><br> <br>June 30,
<br><br> <br>2022 <br><br> <br>2023
Total vessel revenues $ 79,529,412 $ 42,979,593
Voyage expenses -including commissions from related party (1,384,566 ) (2,339,460 )
TCE revenues $ 78,144,846 $ 40,640,133
Available Days 3,582 3,546
Daily TCE Rate $ 21,816 $ 11,461
Reconciliation of Daily TCE Rate to Total vessel revenues — Containership Segment
--- --- --- ---
Six-Months ended<br><br> <br>June 30,
<br><br> <br>2023
Total vessel revenues $ 6,767,488
Voyage expenses -including commissions from related party (359,080 )
TCE revenues $ 6,408,408
Available Days 338
Daily TCE Rate $ 18,960

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