CTRM 6-K
Castor Maritime Inc. (CTRM)
6-K
2025-10-01
For: 2025-06-30
View Original
Added on
April 06, 2026
INDEX TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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Page
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F-2
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F-3
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F-4
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F-5
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F-6
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F-1
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CASTOR MARITIME INC.
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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
|
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December 31, 2024 and June 30, 2025
|
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(Expressed in U.S. Dollars – except for share data)
|
|
ASSETS
|
December 31,
|
June 30,
|
||||||||||
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CURRENT ASSETS:
|
Note
|
2024
|
2025
|
|||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||||||
|
Accounts receivable trade, net
|
|
|
||||||||||
| 3 |
||||||||||||
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Inventories
|
|
|
||||||||||
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Prepaid expenses and other assets
|
|
|
||||||||||
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Income tax receivable
|
22 |
|||||||||||
| Investment in equity securities |
12(a) | |||||||||||
| Assets held for sale |
6 | |||||||||||
|
Accrued charter revenue
|
||||||||||||
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Derivative Assets
|
14 |
|||||||||||
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Total current assets
|
|
|
||||||||||
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NON-CURRENT ASSETS:
|
||||||||||||
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Vessels, net
|
6
|
|
|
|||||||||
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Property and equipment, net
|
7 |
|||||||||||
|
|
3 |
|||||||||||
|
Prepaid expenses and other assets
|
|
|
||||||||||
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Deferred charges, net
|
4
|
|
|
|||||||||
| Fair value of acquired time charters |
5 |
|||||||||||
| Investment in related party |
3(c) | |||||||||||
|
Equity method investments
|
10 | |||||||||||
|
Equity method investments measured at fair value
|
10 |
|||||||||||
|
Equity investments
|
12(b),14 |
|||||||||||
|
Goodwill
|
9 | |||||||||||
|
Intangible assets, net
|
8 |
|||||||||||
|
Operating lease right-of-use assets
|
15 | |||||||||||
|
Deferred tax assets
|
22 | |||||||||||
|
Total non-current assets
|
|
|
||||||||||
|
Total assets
|
$ | $ | ||||||||||
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LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
|
||||||||||||
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CURRENT LIABILITIES:
|
||||||||||||
|
Current portion of long-term debt, net
|
11 |
|
|
|||||||||
|
Current portion of long-term debt, related party, net
|
3 |
|||||||||||
|
Liabilities directly associated with assets held for
sale
|
6 |
|||||||||||
|
Accounts payable
|
|
|
||||||||||
|
Deferred revenue
|
|
|
||||||||||
|
Accrued liabilities (including $
|
3 |
|
|
|||||||||
| 3(d) | ||||||||||||
|
Derivative liabilities
|
14 |
|||||||||||
|
Operating lease liabilities
|
15 | |||||||||||
|
Income tax payable
|
22 |
|||||||||||
|
Total current liabilities
|
|
|
||||||||||
|
NON-CURRENT LIABILITIES:
|
||||||||||||
|
Long-term debt, net
|
11
|
|||||||||||
|
Long-term debt, related party
|
3 |
|||||||||||
|
Other accrued liabilities
|
||||||||||||
|
Operating lease liabilities
|
15 |
|||||||||||
|
Deferred tax liabilities
|
22 |
|||||||||||
|
Total non-current liabilities
|
||||||||||||
| Commitments and contingencies |
16 |
|
|
|||||||||
| MEZZANINE EQUITY: |
||||||||||||
|
|
||||||||||||
| Total mezzanine equity |
13 |
|||||||||||
|
SHAREHOLDERS’ EQUITY:
|
||||||||||||
|
Common shares, $
|
13
|
|
|
|||||||||
|
Preferred shares, $
|
13
|
|
|
|||||||||
|
Additional paid-in capital
|
13 |
|
|
|||||||||
|
Retained earnings
|
|
|
||||||||||
|
Accumulated other comprehensive (loss) / income
|
( |
) | ||||||||||
|
Total Castor Maritime Inc. shareholders’ equity
|
||||||||||||
|
Noncontrolling interests
|
||||||||||||
|
Total shareholders’ equity
|
|
|
||||||||||
|
Total liabilities, mezzanine equity and shareholders’ equity
|
$ |
$
|
|
|||||||||
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
For the six months ended June 30, 2024 and 2025
|
|
(Expressed in U.S. Dollars – except for share data)
|
|
Six Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||
|
|
Note
|
2024
|
2025
|
|||||||||
|
REVENUES:
|
||||||||||||
|
Time charter revenues
|
5,18 |
$
|
|
$
|
|
|||||||
|
Pool revenues
|
18 | |||||||||||
|
Total vessel revenues
|
|
|
||||||||||
|
Revenue from services (including $
|
18 | |||||||||||
|
Total revenues
|
||||||||||||
|
EXPENSES:
|
||||||||||||
|
Voyage expenses (including $
|
3,19
|
(
|
)
|
(
|
)
|
|||||||
|
Vessel operating expenses
|
19
|
(
|
)
|
(
|
)
|
|||||||
|
Cost of revenue from services (exclusive of depreciation and amortization shown separately below)
|
( |
) | ||||||||||
|
Management fees to related parties
|
3
|
(
|
)
|
(
|
)
|
|||||||
|
Depreciation and amortization
|
4,6,7,8
|
(
|
)
|
(
|
)
|
|||||||
|
Loss on vessels held for sale
|
6 |
( |
) | |||||||||
|
Provision for doubtful accounts
|
( |
) | ||||||||||
|
General and administrative expenses (including $
|
3, 20
|
( |
) | ( |
) | |||||||
|
Net gain / (loss) on sale of vessels
|
3, 6 |
( |
) | |||||||||
| Gain from a claim |
||||||||||||
|
Total expenses, net
|
( |
) |
(
|
)
|
||||||||
|
Other operating income (expense):
|
||||||||||||
|
Net gain on disposal of assets
|
||||||||||||
|
Net gain from equity method investments
|
||||||||||||
|
Net loss from equity method investments measured at fair value
|
10 | ( |
) | |||||||||
|
Total other operating expense
|
( |
) | ||||||||||
|
Operating income / (loss)
|
( |
) | ||||||||||
|
OTHER INCOME/(EXPENSES):
|
||||||||||||
|
Interest and finance costs (including $
|
3,21
|
(
|
)
|
(
|
)
|
|||||||
|
Interest income
|
|
|
||||||||||
|
Foreign exchange loss
|
(
|
)
|
(
|
)
|
||||||||
|
Dividend income from equity method investments measured at fair value (related party)
|
10 |
|||||||||||
| Dividend income on equity securities |
12 |
|||||||||||
| Dividend income from related party | 3 |
|||||||||||
| Gain on equity securities |
12 |
|||||||||||
|
Other, net
|
||||||||||||
|
Total other expenses, net
|
|
|
||||||||||
|
Net income / (loss), before taxes
|
$
|
|
$
|
(
|
)
|
|||||||
|
Income taxes
|
22 |
( |
) | ( |
) | |||||||
|
Net income / (loss)
|
( |
) | ||||||||||
|
Less: Net loss attributable to the non-controlling interest
|
||||||||||||
|
Net income / (loss) attributable to Castor Maritime Inc.
|
( |
) | ||||||||||
| Dividend on Series D Preferred Shares | 13 |
( |
) | ( |
) | |||||||
| Deemed dividend on Series D Preferred Shares | 13 | ( |
) | ( |
) | |||||||
|
Net income / (loss) attributable to common shareholders of Castor Maritime Inc.
|
( |
) | ||||||||||
|
Other comprehensive income:
|
||||||||||||
|
Foreign currency translation
|
||||||||||||
|
Net cash flow hedges
|
||||||||||||
|
Other comprehensive income
|
||||||||||||
|
Other comprehensive income attributable to noncontrolling interests
|
( |
) | ||||||||||
|
Other comprehensive income attributable to Castor Maritime Inc.
|
||||||||||||
|
Total comprehensive income
|
||||||||||||
|
Comprehensive income attributable to noncontrolling interests
|
( |
) | ||||||||||
|
Total comprehensive income attributable to Castor Maritime Inc.
|
||||||||||||
|
Earnings / (loss) per common share, basic attributable to Castor Maritime Inc. common shareholders
|
17
|
( |
) | |||||||||
|
Earnings / (loss) per common share, diluted attributable to Castor Maritime Inc. common shareholders
|
17 | ( |
) | |||||||||
|
Weighted average number of common shares, basic
|
17 | |||||||||||
|
Weighted average number of common shares, diluted
|
17 | |||||||||||
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 AND MEZZANINE EQUITY
For the six months ended June 30, 2024, and 2025
|
|
(Expressed in U.S. Dollars – except for share data)
|
|
Number of
shares issued
|
Mezzanine
equity
|
|||||||||||||||||||||||||||||||||||||||||||
|
Common
shares
|
Series B
Preferred
shares
|
Par
Value of
Shares
issued
|
Additional
Paid-in
capital
|
Retained
earnings
|
Accumulated
Other
Comprehensive
Income / (Loss)
|
Castor
Maritime Inc.
|
Non-controlling
Interest
|
Total
Shareholders’
Equity
|
# of
Series D
Preferred
Shares
|
Mezzanine
Equity
|
||||||||||||||||||||||||||||||||||
|
Balance, December 31, 2023
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
- Dividend on Series D Preferred Shares
|
—
|
—
|
|
|
(
|
)
|
( |
) |
(
|
)
|
—
|
—
|
||||||||||||||||||||||||||||||||
|
- Deemed dividend on Series D Preferred Shares
|
—
|
—
|
|
|
(
|
)
|
( |
) |
(
|
)
|
—
|
|
||||||||||||||||||||||||||||||||
|
- Warrants repurchase (Note 14)
|
— | — | ( |
) | ( |
) | ( |
) | — | — | ||||||||||||||||||||||||||||||||||
|
- Net income and comprehensive income
|
—
|
—
|
|
|
|
|
—
|
—
|
||||||||||||||||||||||||||||||||||||
|
Balance, June 30, 2024
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||
|
Balance, December 31, 2024
|
|
|
|
|
|
( |
) |
|
|
|
||||||||||||||||||||||||||||||||||
|
- Dividend on Series D Preferred Shares
|
—
|
—
|
|
|
(
|
)
|
( |
) |
(
|
)
|
—
|
—
|
||||||||||||||||||||||||||||||||
|
- Deemed dividend on Series D Preferred Shares
|
—
|
—
|
|
|
(
|
)
|
( |
) |
(
|
)
|
—
|
|
||||||||||||||||||||||||||||||||
|
- Dividends to noncontrolling interests (Note 13)
|
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||||||||||||||||||
|
- Changes in Ownership of Subsidiary Without Loss of Control
|
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||||||||||||||||||
|
- Share-based compensation (Note 23)
|
— | — | — | — | ||||||||||||||||||||||||||||||||||||||||
|
- Other comprehensive income
|
— | — | — | — | ||||||||||||||||||||||||||||||||||||||||
|
- Net loss
|
—
|
—
|
|
|
(
|
)
|
( |
) | ( |
) |
(
|
)
|
—
|
—
|
||||||||||||||||||||||||||||||
|
Balance, June 30, 2025
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
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
For the six months ended June 30, 2024, and 2025
(Expressed in U.S. Dollars)
|
|
|
Six Months Ended
June 30,
|
|||||||||||
|
|
Note |
2024
|
2025
|
|||||||||
|
Cash Flows provided by / (used in) Operating Activities:
|
||||||||||||
|
Net income / (loss), net of taxes
|
$
|
|
$
|
(
|
)
|
|||||||
|
Adjustments to reconcile net income / (loss) to net cash provided by Operating
Activities:
|
||||||||||||
|
Depreciation and amortization
|
4,6,7,8
|
|
|
|||||||||
|
Amortization and write-off of deferred finance charges
|
3,21
|
|
|
|||||||||
|
Amortization of fair value of acquired time charters
|
5
|
|
|
|||||||||
| Straight line amortization of hire |
( |
) | ||||||||||
| Net (gain) / loss on sale of vessels |
6
|
(
|
)
|
|
||||||||
| Loss on vessels held for sale |
6
|
|||||||||||
| Provision for doubtful accounts |
||||||||||||
| Share-based compensation |
20,23
|
|||||||||||
| Non-cash compensation (transfer of shares) |
||||||||||||
| Net gain on dispositions of assets |
( |
) | ||||||||||
| Unrealized gain from equity method investments |
( |
) | ||||||||||
| Unrealized losses from equity method investments measured at fair value |
10
|
|||||||||||
| Dividend income from equity method investments measured at fair value (related party) |
10
|
( |
) | |||||||||
| Unrealized foreign exchange loss from equity method investments |
||||||||||||
|
Unrealized gain on equity securities
|
12
|
(
|
)
|
(
|
)
|
|||||||
|
Realized (gain) / loss on sale of equity securities
|
12
|
(
|
)
|
|
||||||||
| Non-cash effects from translation to reporting currency |
||||||||||||
|
Gain from a claim
|
(
|
)
|
|
|||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accounts receivable trade, net
|
|
(
|
)
|
|||||||||
|
Inventories
|
|
|
||||||||||
|
Due from/to related parties
|
|
|
||||||||||
|
Prepaid expenses and other assets
|
|
(
|
)
|
|||||||||
|
Accounts payable
|
(
|
)
|
(
|
)
|
||||||||
|
Accrued liabilities
|
(
|
)
|
(
|
)
|
||||||||
| Income tax receivable / payable |
( |
) | ||||||||||
| Derivative assets and liabilities, net |
( |
) | ||||||||||
|
Deferred revenue
|
(
|
)
|
|
|||||||||
|
Dry-dock costs paid
|
|
(
|
)
|
|||||||||
| Dividends received from equity method investments measured at fair value |
||||||||||||
|
Net Cash provided by / (used in) Operating Activities
|
|
(
|
)
|
|||||||||
|
|
||||||||||||
|
Cash flow provided by Investing Activities:
|
||||||||||||
| Other vessel improvements |
6
|
(
|
)
|
(
|
)
|
|||||||
| Purchase of equity securities |
12
|
( |
) | ( |
) | |||||||
| Acquisitions of property and equipment, net |
7
|
( |
) | |||||||||
| Proceeds from sale of equity securities |
12
|
|||||||||||
| Net proceeds from sale of vessels |
6
|
|||||||||||
| Proceeds from a claim |
||||||||||||
| Payments for acquisition of equity method investments |
10
|
( |
) | |||||||||
| Return of invested capital from equity method investments |
|
|||||||||||
| Net proceeds from dispositions of long term assets |
|
|
||||||||||
|
Net cash provided by Investing Activities
|
|
|
||||||||||
|
|
||||||||||||
|
Cash flows provided by / (used in) Financing Activities:
|
||||||||||||
| Repurchase of warrants |
( |
) | ||||||||||
| Dividends paid on Series D Preferred Shares |
13
|
( |
) | ( |
) | |||||||
| Proceeds from long-term debt |
11
|
|||||||||||
| Repayment of long-term debt (including related party) |
3, 11
|
(
|
)
|
(
|
)
|
|||||||
|
Payment of deferred financing costs
|
|
(
|
)
|
|||||||||
| Cash dividends paid to noncontrolling interests |
13
|
( |
) | |||||||||
|
Net cash used in Financing Activities
|
(
|
)
|
(
|
)
|
||||||||
|
|
||||||||||||
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
||||||||||||
|
Net increase/(decrease) in cash, cash equivalents, and restricted cash
|
|
(
|
)
|
|||||||||
|
Cash, cash equivalents and restricted cash at the beginning of the period
|
|
|
||||||||||
|
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
|
$
|
|
||||||||
|
|
||||||||||||
|
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
||||||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||||||
|
Restricted cash, current
|
|
|
||||||||||
|
Restricted cash, non-current
|
|
|
||||||||||
| Cash and cash equivalents included in assets held for sale |
||||||||||||
|
Cash, cash equivalents, and restricted cash
|
$
|
|
$
|
|
||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-5
CASTOR MARITIME INC.
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 1. |
Basis of Presentation and General
information:
|
Castor Maritime Inc. (“Castor”) was incorporated in September 2017 under the laws of the Republic of the Marshall Islands. The accompanying unaudited interim condensed consolidated financial statements include the
accounts of Castor and its wholly owned and majority-owned subsidiaries (collectively, the “Company”). Castor is a diversified global shipping and energy company, with activities directly and indirectly in investment and asset management, vessel ownership, technical and commercial ship management and energy
infrastructure projects. On December 21, 2018, Castor’s common shares, par value $0.001 (the “common shares”) began
trading on the Euronext NOTC, under the symbol “CASTOR” and, on February 11, 2019, they began trading on the Nasdaq Capital Market, or Nasdaq, under the symbol “CTRM”. As of June 30, 2025, 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 affiliated with Petros Panagiotidis, the Company’s Chairman, Chief Executive Officer and
Chief Financial Officer.
On March 27, 2024, the Company effected a reverse stock split on its issued and outstanding common
shares. All share and per share amounts disclosed in the accompanying unaudited interim condensed consolidated financial statements give effect to this reverse stock split retroactively for the period ended June 30, 2024.
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 3).
Pavimar S.A. (“Pavimar”), a related party controlled by Ismini
Panagiotidis, the sister of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer, 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-managed with Castor Ships the technical management of the Company’s dry bulk vessels, except for the M/V Magic Celeste, M/V Magic Ariel and M/V Magic Starlight, for which Castor Ships has provided the technical management since August 16, 2024,
October 9, 2024 and December 18, 2024, respectively. As of June 30, 2025, all ship management agreements between the Company and Pavimar have been terminated. Castor Ships now exclusively provides the commercial and technical
management of the Company’s entire fleet, while certain aspects of the management of a number of the Company’s vessels are subcontracted to related or third-party managers.
As of June 30, 2025, the Company owned a diversified fleet of 9 vessels, with a combined carrying capacity of 0.7 million
dwt, consisting of four Kamsarmax, three
Panamax and one Ultramax dry bulk vessels, as well as one 1,850 TEU containership.
On December 12, 2024, Castor, through a wholly
owned subsidiary, entered into a share purchase agreement, pursuant to which Castor agreed to acquire from MPC Münchmeyer Petersen & Co. GmbH (“MPC Holding”), subject to certain terms and conditions, 26,116,378 shares of common stock of MPC Münchmeyer Petersen Capital AG (“MPC Capital”), representing 74.09 % of MPC Capital’s outstanding common stock, for a cash price of €7.00
per share, equivalent to aggregate consideration of €182.8 million (approximately $192.0 million at the time of the transaction), excluding transaction related costs. On December 16, 2024, the acquisition of the 26,116,378 shares of common stock of MPC Capital was completed. MPC Capital is an investment and asset manager specializing in infrastructure projects in the maritime and
energy sectors. Partnering and co-investing with institutional investors, MPC Capital provides tailor-made investment solutions, project access, and integrated asset management expertise, including technical and commercial ship management. The
transaction was financed with cash on hand and the proceeds of (i) a $100 million senior term loan facility between Toro Corp.
(“Toro”) and Castor and (ii) the issuance of an additional 50,000 of Castor’s 5.00 % Series D cumulative perpetual convertible preferred shares, par value $0.001
per share (the “Series D Preferred Shares”) to Toro for an aggregate consideration of $50,000,000 , which are discussed in Note 3(d)
and (e).
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 Company
accounted for the control obtained in MPC Capital on December 16, 2024 as a “business combination”, which resulted in the application of the “acquisition method”, as defined under ASC 805, Business Combinations, with the Company to be
considered the accounting acquirer of MPC Capital. The assets acquired and liabilities assumed on the date of control were recorded at fair value.
Details of the Company’s wholly-owned and majority-owned subsidiaries as of June 30, 2025, are listed below.
(a) Consolidated vessel owning subsidiaries:
|
Company
|
Country of
incorporation
|
Vessel Name
|
DWT
|
Year
Built
|
Delivery date
to Castor
|
|
|
1
|
Spetses Shipping Co. (“Spetses”)
|
|
|
|
|
|
|
2
|
Liono Shipping Co. (“Liono”)
|
|
|
|
|
|
|
3
|
Mulan Shipping Co. (“Mulan”)
|
|
|
|
|
|
|
4
|
Songoku Shipping Co. (“Songoku”)
|
|||||
|
5
|
Asterix Shipping Co. (“Asterix”)
|
|||||
|
6
|
Johnny Bravo Shipping Co. (“Johnny Bravo”)
|
|
||||
| 7 | Aladdin Shipping Co. (“Aladdin”) | |||||
| 8 | Ariel Shipping Co. (“Ariel”) | |||||
| 9 | Yogi Bear Shipping Co. (Yogi”) |
| (1) |
On July 29, 2025, Liono Shipping Co. completed a sale and leaseback transaction for the M/V Magic Thunder with a Japanese counterparty. (See Note 25(b))
|
(b) Consolidated subsidiaries formed to acquire vessels:
|
Company
|
Country of incorporation
|
|
|
1
|
Containco Shipping Inc.
|
|
(c) Consolidated holding subsidiary:
|
Company
|
Country of incorporation
|
|
|
1
|
Thalvora Holdings GmbH
|
|
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): |
(d) Consolidated non-vessel owning subsidiaries:
|
Company
|
Country of incorporation
|
|
| 1 |
Castor Maritime SCR Corp. (“Castor SCR”) (1)
|
|
| 2 |
Bagheera Shipping
Co. (“Bagheera”) (2)
|
|
| 3 | Luffy Shipping Co. (“Luffy”) (2) |
|
| 4 | Kabamaru Shipping Co. (“Kabamaru”) (2) |
|
| 5 | Bistro Maritime Co. (“Bistro”) (2) |
|
| 6 | Garfield Shipping Co. (“Garfield”) (2) |
|
| 7 | Pikachu Shipping Co. (“Pikachu”) (3) |
|
| 8 | Jumaru Shipping Co. (“Jumaru”) (4) |
|
| 9 | Pumba Shipping Co. (“Pumba”) (5) |
|
| 10 | Snoopy Shipping Co. (“Snoopy”) (6) | |
| 11 | Super Mario Shipping Co. (“Super Mario”) (7) | |
| 12 | Stewie Shipping Co. (“Stewie”) (8) | |
| 13 | Pocahontas Shipping Co. (“Pocahontas”) (9) | |
| 14 | Cinderella Shipping Co. (“Cinderella”) (10) |
|
|
15
|
Mickey Shipping Co. (“Mickey”) (11) | |
|
16
|
Jerry Shipping Co. (“Jerry S”) (12) |
|
|
17
|
Tom Shipping Co. (“Tom S”) (13) | |
|
18
|
Indigo Global Corp. | |
|
19
|
Castor Maritime Finance Inc. | |
|
20
|
Castor CSI Corp. | |
|
21
|
Thalvora Enterprises Inc. | |
| 22 | MPCC CSI LTD | Republic of |
|
(1)
|
Incorporated under the laws of the Marshall Islands on September 16, 2021, this entity serves as the
Company’s subsidiaries’ cash manager with effect from November 1, 2021.
|
|
(2)
|
Details of the entities that sold their vessels prior to 2024 can be found in Note 1 of the consolidated financial statements included in the Company’s 2024 Annual Report. |
|
(3)
|
Pikachu Shipping Co. no longer owns any vessel following the sale of the M/V Magic Moon on November 10, 2023, and delivery of such vessel
to an unaffiliated third-party on January 16, 2024.
|
|
(4)
|
Jumaru Shipping Co. no longer owns any vessel following the sale of the M/V Magic Nova on January 19, 2024, and delivery of such vessel to an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer on March 11, 2024. |
|
(5)
|
Pumba Shipping Co. no longer owns any vessel following the sale of the M/V Magic Orion on December 7, 2023, and delivery of such vessel to an unaffiliated third-party on March 22, 2024. |
|
(6)
|
Snoopy Shipping Co. no longer owns any vessel following the sale of the M/V Magic Nebula on February 15, 2024, and delivery of such vessel to an entity affiliated with a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer on April 18, 2024. |
|
(7)
|
Super Mario Shipping Co. no longer owns any vessel following the sale of the M/V Magic Venus on December 21, 2023, and delivery of such vessel to an entity affiliated with a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer on May 10, 2024. |
|
(8)
|
Stewie Shipping Co. no longer owns any vessel following the sale of the M/V Magic Vela on May 1, 2024, and delivery of such vessel to an unaffiliated third-party on May 23, 2024. |
|
(9)
|
Pocahontas Shipping Co. no longer owns any vessel following the sale of the M/V Magic Horizon on January 19, 2024, and delivery of such vessel to an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer on May 28, 2024. |
|
(10)
|
Cinderella Shipping Co. no longer owns any vessel following the sale of the M/V Magic Eclipse on March 6, 2025, and delivery of such vessel to an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer on March 24, 2025 (see also Note 6). |
|
(11)
|
Mickey Shipping Co. no longer owns any vessel following the sale of the M/V Magic Callisto on March 11, 2025, and delivery of such vessel to an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer on April 28, 2025 (see also Note 6). |
|
(12)
|
Jerry Shipping Co. no longer owns any vessel following the sale of the M/V Ariana A on November 13, 2024, and delivery of such vessel to an unaffiliated third-party on January 22, 2025 (see also Note 6). |
|
(13)
|
Tom Shipping Co. no longer owns any vessel following the sale of the M/V Gabriela A on December 4, 2024, and delivery of such vessel to an unaffiliated third-party on May 7, 2025 (see also Note 6). |
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): |
(e) Consolidated majority-owned
subsidiaries:
|
Company
|
Country of
incorporation
|
Shares held in percent
|
Shareholder
|
|
MPC Münchmeyer Petersen Capital AG
|
|
|
|
The consolidated
subsidiaries in the table below are held by the MPC Münchmeyer Petersen Capital AG:
|
Company
|
Country of
incorporation
|
Shares held
in percent
|
Shareholder
|
|
Curamus Managementgesellschaft mbH, Hamburg
|
|
|
|
|
Duisburg Invest Beteiligungsgesellschaft mbH & Co. KG, Hamburg
|
|
|
|
| Energiepark Heringen-Philippsthal WP HP GmbH & Co, KG, Hamburg | |||
|
ELG Erste Liquidationsmanagement GmbH, Hamburg
|
|
|
|
|
First Fleet Philipp Beteiligungs GmbH, Delmenhorst
|
|
|
|
|
Harper Petersen Albis GmbH & Co. KG, Hamburg
|
|
|
|
|
Harper Petersen & Co. Asia Ltd., Hongkong / China
|
|
|
|
|
Harper Petersen & Co. B.V., Amsterdam / Netherlands
|
|
|
|
|
Harper Petersen & Co. GmbH & Co. KG, Hamburg
|
|
|
|
|
Harper Petersen & Co. Pte Ltd., Singapur
|
|
|
|
|
HLD Vermögensverwaltungsgesellschaft UG (haftungsbeschränkt) i.L., Hamburg
|
|
|
|
|
Immobilienmanagement MPC Student Housing Venture GmbH, Hamburg
|
|
|
|
|
Immobilienmanagement Sachwert Rendite-Fonds GmbH, Hamburg
|
|
|
|
|
Management Sachwert Rendite-Fonds Immobilien GmbH, Hamburg
|
|
|
|
|
Managementgesellschaft Harper Petersen mbH, Hamburg
|
|
|
|
|
Managementgesellschaft MPC Global Maritime Opportunity Private Placement GmbH, Hamburg
|
|
|
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)
|
1.
|
Basis of Presentation and General information (continued): |
|
Managementgesellschaft MPC Solarpark mbH, Hamburg
|
|
|
|
|
Managementgesellschaft Oil Rig Plus mbH, Hamburg
|
|
|
|
|
MPC Achte Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
|
|
|
|
|
MPC Best Select Company Plan Managementgesellschaft mbH, Quickborn
|
|
|
|
|
MPC Capital Advisory GmbH, Hamburg
|
|
|
|
|
MPC Capital Beteiligungsgesellschaft mbH & Co. KG, Hamburg
|
|
|
|
|
MPC Capital Dritte Beteiligungsgesellschaft mbH, Hamburg
|
|
|
|
|
MPC Capital GmbH, Hamburg
|
|
|
|
|
MPC Capital Investments GmbH, Hamburg
|
|
|
|
|
MPC Capital Risk & Insurance GmbH & Co. KG, Hamburg
|
|
|
|
|
MPC Capital Risk & Insurance Verwaltungs GmbH, Hamburg
|
|
|
|
|
MPC Capital Zweite Beteiligungsgesellschaft mbH, Hamburg
|
|
|
|
|
MPC Dritte Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
|
|
|
|
|
MPC ECOBOX OPCO 1 Beteiligungs GmbH & Co. KG. Hamburg
|
|
|
|
|
MPC ECOBOX OPCO 2 Beteiligungs GmbH & Co. KG. Hamburg
|
|
|
|
|
MPC ECOBOX OPCO 4 GmbH & Co. KG i.L., Hamburg
|
|
|
|
|
MPC Energías Renovables Colombia S.A.S., Bogotá / Colombia
|
|
|
|
|
MPC Elfte Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
|
|
|
|
|
MPC Fünfte Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
|
|
|
|
|
MPC Investment Partners GmbH, Hamburg
|
|
|
|
|
MPC Investment Services GmbH, Hamburg
|
|
|
|
|
MPC Maritime Beteiligungsgesellschaft mbH & Co. KG, Hamburg
|
|
|
|
|
MPC Maritime Beteiligungsverwaltungsgesellschaft mbH, Hamburg
|
|
|
|
|
MPC Maritime Holding GmbH, Hamburg
|
|
|
|
|
MPC Maritime Investments GmbH i.L., Hamburg
|
|
|
|
|
MPC Multi Asset Verwaltungsgesellschaft mbH, Hamburg
|
|
|
|
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)
|
1.
|
Basis of Presentation and General information (continued): |
|
MPC Münchmeyer Petersen Real Estate Consulting GmbH, Hamburg
|
|
|
|
|
MPC Neunte Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
|
|
|
|
|
MPC Real Value Fund Verwaltungsgesellschaft mbH, Quickborn
|
|
|
|
|
MPC Renewable Panama S.A., Panama
|
|
|
|
|
MPC Schiffsbeteiligung Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Nielbühl
|
|
|
|
|
MPC Sechste Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
|
|
|
|
|
MPC Siebte Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
|
|
|
|
|
MPC Silica Invest GmbH, Hamburg
|
|
|
|
|
MPC Venture Invest AG, Wien / Austria
|
|
|
|
|
MPC Vierte Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
|
|
|
|
|
MPC Zehnte Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
|
|
|
|
|
MPC Zweite Vermögensstrukturfonds Verwaltungsgesellschaft mbH, Hamburg
|
|
|
|
|
Panda Invest GmbH, Hamburg
|
|
|
|
|
Palmaille Ship Invest GmbH, Hamburg
|
|
|
|
|
PB BS GMO Verwaltungs GmbH, Hamburg
|
|
|
|
|
PBH Maritime Verwaltungsgesellschaft mbH, Hamburg
|
|
|
|
|
RES Maxis B.V., Amsterdam / Netherlands
|
|
|
|
|
TVP Treuhand- und Verwaltungsgesellschaft für Publikumsfonds mbH & Co. KG, Hamburg
|
|
|
|
|
Verwaltung “Rio Blackwater” Schifffahrtsgesellschaft mbH, Hamburg
|
|
|
|
|
Verwaltung Achte Sachwert Rendite-Fonds Deutschland GmbH, Hamburg
|
|
|
|
|
Verwaltung Asien Opportunity Real Estate GmbH, Hamburg
|
|
|
|
|
Verwaltung Bluewater Investments GmbH, Hamburg
|
|
|
|
|
Verwaltung Dreiundfünfzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
|
|
|
|
|
Verwaltung Dritte MPC Sachwert Rendite-Fonds Opportunity Amerika GmbH, Quickborn
|
|
|
|
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)
|
1.
|
Basis of Presentation and General information (continued): |
|
Verwaltung Einundsiebzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
|
|
|
|
|
Verwaltung Elfte Sachwert Rendite-Fonds Deutschland GmbH, Hamburg
|
|
|
|
|
Verwaltung Fünfte Sachwert Rendite-Fonds Deutschland GmbH, Hamburg
|
|
|
|
|
Verwaltung Harper Petersen Albis GmbH, Hamburg
|
|
|
|
|
Verwaltung MPC Capital Beteiligungsgesellschaft mbH, Hamburg
|
|
|
|
|
Verwaltung MPC Global Maritime Opportunity Private Placement GmbH, Hamburg
|
|
|
|
|
Verwaltung MPC Real Estate Opportunity Private Placement Amerika GmbH, Quickborn
|
|
|
|
|
Verwaltung MPC Sachwert Rendite-Fonds Opportunity Amerika GmbH, Quickborn
|
|
|
|
|
Verwaltung MPC Sachwert Rendite-Fonds Opportunity Asien GmbH, Hamburg
|
|
|
|
|
Verwaltung MPC Solarpark GmbH, Hamburg
|
|
|
|
|
Verwaltung MPC Student Housing Beteiligung UG, Quickborn
|
|
|
|
|
Verwaltung MPC Student Housing Venture GmbH, Quickborn
|
|
|
|
|
Verwaltung Neunte Sachwert Rendite-Fonds Deutschland GmbH, Hamburg
|
|
|
|
|
Verwaltung Neunundfünfzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
|
|
|
|
|
Verwaltung Sachwert Rendite-Fonds Japan GmbH, Quickborn
|
|
|
|
|
Verwaltung Sechste Sachwert Rendite-Fonds Deutschland (Private Placement) GmbH, Hamburg
|
|
|
|
|
Verwaltung Sechsundvierzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
|
|
|
|
|
Verwaltung SHV Management Participation GmbH, Quickborn
|
|
|
|
|
Verwaltung Siebenundfünfzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
|
|
|
|
|
Verwaltung Siebenundvierzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
|
|
|
|
|
Verwaltung Siebte Sachwert Rendite-Fonds Deutschland GmbH, Hamburg
|
|
|
|
|
Verwaltung Siebzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
|
|
|
|
|
Verwaltung TVP Treuhand GmbH, Hamburg
|
|
|
|
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)
|
1.
|
Basis of Presentation and General information (continued): |
|
Verwaltung Vierundfünfzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
|
|
|
|
|
Verwaltung Zehnte Sachwert Rendite-Fonds Deutschland GmbH, Hamburg
|
|
|
|
|
Verwaltung Zweite MPC Real Estate Opportunity Private Placement Amerika GmbH, Quickborn
|
|
|
|
|
Verwaltung Zweite MPC Sachwert Rendite-Fonds Opportunity Amerika GmbH, Quickborn
|
|
|
|
|
Verwaltung Zweite Reefer-Flottenfonds GmbH, Hamburg
|
|
|
|
|
Verwaltung Zweite Sachwert Rendite-Fonds Deutschland GmbH, Hamburg
|
|
|
|
|
Verwaltung Zweiundsiebzigste Sachwert Rendite-Fonds Holland GmbH, Hamburg
|
|
|
|
|
Verwaltungsgesellschaft Achte MPC Global Equity mbH, Hamburg
|
|
|
|
|
Verwaltungsgesellschaft Duisburg Invest mbH, Hamburg
|
|
|
|
|
Verwaltungsgesellschaft Elfte Private Equity GmbH, Hamburg
|
|
|
|
|
Verwaltungsgesellschaft MPC Global Equity Step by Step II mbH, Hamburg
|
|
|
|
|
Verwaltungsgesellschaft MPC Global Equity Step by Step III mbH, Hamburg
|
|
|
|
|
Verwaltungsgesellschaft MPC Global Equity Step by Step IV mbH, Hamburg
|
|
|
|
|
Verwaltungsgesellschaft MPC Global Equity Step by Step mbH, Hamburg
|
|
|
|
|
Verwaltungsgesellschaft MPC Rendite-Fonds Leben plus VI mbH, Quickborn
|
|
|
|
|
Verwaltungsgesellschaft MPC Rendite-Fonds Leben plus VII mbH, Quickborn
|
|
|
|
|
Verwaltungsgesellschaft MPC Rendite-Fonds Leben plus spezial IV mbH, Quickborn
|
|
|
|
|
Verwaltungsgesellschaft MPC Rendite-Fonds Leben plus spezial V mbH, Quickborn
|
|
|
|
|
Verwaltungsgesellschaft Neunte Global Equity mbH, Hamburg
|
|
|
|
|
Verwaltungsgesellschaft Oil Rig Plus mbH, Hamburg
|
|
|
|
|
Verwaltungsgesellschaft Siebte MPC Global Equity mbH, Hamburg
|
|
|
|
|
Zweite MPC Best Select Company Plan Managementgesellschaft mbH, Quickborn
|
|
|
|
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)
|
1.
|
Basis of Presentation and General information (continued): |
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. They do not include all the information and notes
required by U.S. GAAP for complete financial statements. Accordingly, 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, 2024, filed
with the SEC on May 14, 2025 (the “2024 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, 2025, are not necessarily
indicative of the results that might be expected for the fiscal year ending December 31, 2025.
| 2. |
Significant Accounting Policies and
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, 2024, included in the Company’s 2024 Annual Report. There have
been no material changes to these policies in the six-month period ended June 30, 2025, apart from the following:
Revenue and expenses recognition
The Company currently generates its revenues from time charter contracts and pool arrangements. Revenues generated from pool arrangements are determined in accordance with the profit-sharing mechanism specified within each pool agreement (see below). The
Company recognizes pool revenue based on quarterly reports from the pools which identify the number of days the vessel participated in the pool, the total pool points for the period, the total pool revenue for the period, and the
calculated share of pool revenue for the vessel.
Revenues related to pool contracts
Pool revenue for each vessel is determined in accordance with the profit-sharing mechanism specified within each pool agreement. In particular, the pool managers aggregate the revenues and expenses of all of the pool participants and distribute the net earnings to participants, as applicable:
Revenues related to pool contracts
Pool revenue for each vessel is determined in accordance with the profit-sharing mechanism specified within each pool agreement. In particular, the pool managers aggregate the revenues and expenses of all of the pool participants and distribute the net earnings to participants, as applicable:
| • |
based on the pool points attributed to each vessel (which are determined by vessel attributes such as cargo carrying capacity, speed, fuel
consumption, and construction and other characteristics); or
|
| • |
by making adjustments to account for the cost of performance, the bunkering fees and the trading capabilities of each vessel and the number of days
the vessel participated in the pool in the period (excluding off-hire days).
|
Recent Accounting Pronouncements:
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the
Acquisition of a Variable Interest Entity. This update provides guidance on identifying the accounting acquirer when a variable interest entity that meets the definition of a business is acquired primarily through the exchange of equity
interests. The standard becomes effective for annual periods beginning after December 15, 2026, and for interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of ASU
2025-03 on its accounting and disclosures related to business combinations.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected
credit losses. The amendments are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those annual periods. Early adoption is permitted. The Company is in the process of assessing
the impact of ASU 2025-05 on its unaudited condensed consolidated financial statements.
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)
| 3. |
Transactions with Related Parties:
|
As of December 31,
2024, and June 30, 2025, balances with related parties consisted of the following:
|
|
December 31,
2024
|
June 30,
2025
|
||||||
|
Assets:
|
||||||||
|
Due from Castor Ships (a) – current
|
$ | $ | ||||||
|
Due from Castor Ships (a) – non-current
|
||||||||
|
Due from Pavimar (b) – current
|
||||||||
|
Investment in Toro (c) – non-current
|
||||||||
|
Due from related parties (MPC Capital) (g) - current
|
||||||||
|
|
||||||||
|
Liabilities:
|
||||||||
|
Due to Toro (d) – current
|
||||||||
|
Current portion of long‐term debt, related party, net (Toro) (e)
|
||||||||
|
Long‐term debt, related party, net (Toro) (e)
|
||||||||
|
Accrued interest (e)- current
|
||||||||
|
Due to related parties (MPC Capital) (g) - current
|
$ |
$ |
||||||
(a) Castor Ships:
Castor Ships has acted as the Company’s
commercial ship manager since September 1, 2020. Details of the Company’s transactions with Castor Ships are discussed in Note 4(a) to the consolidated financial statements for the year ended December 31, 2024, included in the Company’s
2024 Annual Report.
As of June 30, 2025, in accordance with the provisions of the Amended Castor Ship Management Agreements (as defined in the 2024 Annual Report),
Castor Ships performs the commercial and technical management of the entire fleet. For any vessels for which Castor Ships has sub-contracted some aspects of the management services, Castor Ships pays, at its own expense, a fee for such
service, without any additional cost to the Company.
The Ship Management Fees and Flat Management Fee (as defined in the Company’s 2024 Annual
Report) are adjusted annually for inflation on each anniversary of the Amended and Restated Master Management Agreement’s effective date. As a result of the inflation adjustment and effective July 1, 2025, the daily Ship Management Fee
increased from $1,017 per vessel to $1,044
per vessel and the quarterly Flat Management Fee increased from $0.82 million to $0.85 million.
In exchange for the management services, effective July 1, 2025, Castor Ships charges and collects (i) a chartering commission for and on
behalf of Castor Ships and/or on behalf of any third-party broker(s) involved in the trading of the Company’s vessels, on all gross income received by the Company’s shipowning subsidiaries arising out of or in connection with the
operation of the Company’s vessels for distribution among Castor Ships and any third-party broker(s), which, when calculated together with any address commission that any charterer of any of the Company’s vessels is entitled to receive,
will not exceed the aggregate rate of 6.25 % on each vessel’s gross income, (ii) a sale and purchase brokerage commission at
the rate of 1 % on each consummated transaction applicable to the total consideration of acquiring or selling: (a) a vessel
(secondhand or newbuilt), or (b) the shares of a ship owning entity owning vessel(s) or (c) shares and/or other securities(including equity, debt and loan instruments), and (iii) a capital raising commission at the rate of 1% on all
gross proceeds of each capital raising transaction completed by the Company including, without limitation, any equity, debt or loan transactions, operating leasing transactions, stand-alone derivative and/or swap agreements, other
financing arrangements of a similar nature or any refinancing or restructuring thereof.
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)
| 3. |
Transactions with Related Parties (continued): |
During the six months ended June 30, 2024, and the six
months ended June 30, 2025, the Company’s subsidiaries were charged the following fees and commissions by Castor Ships: (i) management fees amounting to $1,191,892 and $1,476,243 , respectively, (ii) charter hire commissions amounting to $463,672 and $746,633 ,
respectively, (iii) sale and purchase commissions amounting to $1,112,000 (due to the sale of
four Panamax vessels, two Kamsarmax vessels and one Capesize vessel in 2024), and $638,000
(due to the sale of two Panamax vessels and two
Container vessels in 2025), respectively, which
are included in ‘Net gain / (loss) on sale of vessels’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income, and (iv)
sale and purchase brokerage commissions of $0 and $493,992 for other listed equity securities, respectively, which are included in the interest and finance costs. Moreover, during the six months ended June 30, 2024 and the six months ended June 30, 2025, the
flat management fees amounted to $1,599,000 and $1,648,570 , respectively, and are included in ‘General and administrative expenses’ 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 two months
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, 2024, such advances amounted to $3,504,667 and $761,998 , and are
presented in ‘Due from related parties, non-current’ and ‘Due from related parties, current’, in the accompanying consolidated balance sheet, respectively. The amount of $761,998 is in relation to the M/V Ariana A and M/V Gabriela A which were classified as held for sale as of December 31, 2024. As of June 30, 2025, such advances amounted to $2,893,839 and $1,372,826 , 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 $1,372,826 is in relation to the M/V Ariana A, M/V Gabriela A, the M/V Magic Eclipse and M/V Magic Callisto, which have been sold during the six months period ended June 30, 2025 (Note 6).
In connection with the subcontracting services rendered by the third-party ship-management companies, the Company had, as of
December 31, 2024, and June 30, 2025, aggregate working capital guarantee deposits due from Castor Ships of $22,958 and $103,600 respectively, which are presented in ‘Due from related parties, current’ in
the accompanying unaudited condensed consolidated balance sheets.
As of December 31, 2024 and June 30, 2025, net amounts of $1,083,025 and
$1,532,181 were due from Castor Ships in relation to advances for operating expenses/drydock payments made by the Company to
Castor Ships.
Further, as of December 31, 2024, and June 30, 2025, amounts of $
(b) Pavimar:
With effect from July 1, 2022, pursuant to the terms of the Amended and Restated Master Management Agreement, Pavimar provided, as co-manager with Castor Ships, the dry-bulk vessel owning subsidiaries with a range of technical, crewing, insurance and operational services it provided prior to the Company’s entry into the Amended and Restated Management Agreement, in exchange for a daily management fee of $
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)
| 3. |
Transactions with Related Parties (continued):
|
Pavimar made payments for operating expenses with funds paid from
the Company to Pavimar. As of December 31, 2024, and June 30, 2025, net amounts of $1,592,049
and $753,430 were due from Pavimar, respectively, in relation to advance payments to Pavimar on behalf of the Company.
Further, as of December 31, 2024, and June 30, 2025, amounts of $187,000 and $313,400 were due to Pavimar in connection with additional services covered by the technical management agreements. As a result, as of
December 31, 2024, and June 30, 2025, net amounts of $1,405,049 and $440,030 were due from Pavimar, respectively, 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 of the 2024 Annual Report, Castor received 140,000
Series A Preferred Shares from Toro, 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 of Toro. The Series A Preferred Shares do no t have voting rights. The Series A Preferred Shares are convertible into common shares of Toro 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 consecutive trading day period commencing on the Distribution Date (as defined in the
2024 Annual Report), 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 .
As of December 31, 2024 and June 30, 2025, the aggregate value of investments in Toro amounted to $117,560,467 and $117,564,356 , including $338,332 and $342,221 of accrued
dividends, respectively, and are separately presented as ‘Investment in related party’ in the accompanying unaudited condensed consolidated balance sheets. As of June 30, 2025, the Company did not identify any 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 months ended June 30, 2024, and 2025, dividend income derived from the
Company’s investment in Toro amounted to $707,777 , and $703,889 respectively and is presented in ‘Dividend income from related party’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.
During the six months ended June 30, 2024 and 2025, the Company received dividends of $700,000 and $700,000 , respectively, from its investment in Toro.
(d) Issuance of Series D Preferred shares to Toro:
On August 7, 2023, the Company issued 50,000 5.00 % Series D fixed rate cumulative perpetual convertible preferred shares (the “Series D Preferred Shares”) to Toro in exchange for $50,000,000 in cash and on December 12, 2024, the Company issued an additional 50,000 Series D Preferred Shares to Toro in exchange for $50,000,000 in
cash, as referenced in the 2024 Annual Report. The amounts of accrued dividend on the Series D Preferred Shares due to Toro as of December 31, 2024, and as of June 30, 2025 were $687,500 and $1,104,166 respectively, and are presented in
‘Due to related parties, current’ in the accompanying unaudited condensed consolidated balance sheets.
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)
| 3. |
Transactions with Related Parties (continued):
|
(e) Long-term debt, related party
On December 11, 2024, Castor entered into a facility agreement with Toro to
receive a $100.0 million senior term loan facility from Toro (the “Term Loan”) which was drawn down on the same date. The Term Loan
had a tenor of 5 years, bore interest at the secured overnight financing rate (“”) plus 1.80 % per annum, was guaranteed by the then ten wholly-owned ship-owning subsidiaries of Castor and was payable in (a) twenty (20 ) consecutive quarterly installments, each of $2,500,000 , commencing on March 11, 2025, and (b) a balloon installment in the amount of $50.0 million at its maturity together with the last quarterly installment. The Term Loan was secured by first priority mortgages on and first priority general assignments
covering insurance policies and requisition compensation over the ten vessels then owned by wholly-owned subsidiaries of Castor.
Pursuant to the terms of this facility, Castor was also subject to certain negative covenants customary for facilities of this type, which could be waived in Toro’s sole discretion.
|
Period Ended
|
||||||||
|
Loan facilities
|
December 31,
2024
|
June 30,
2025
|
||||||
|
$
|
|
|
||||||
|
Total long-term debt, related
party
|
$
|
|
$
|
|
||||
|
Less: Deferred financing
costs
|
(
|
)
|
|
|||||
|
Total long-term debt, related
party, net of deferred finance costs
|
$
|
|
$
|
|
||||
|
|
||||||||
|
Presented:
|
—
|
|||||||
|
Current portion of long-term
debt, related party
|
$
|
|
$
|
|
||||
|
Less: Current portion of
deferred finance costs
|
(
|
)
|
|
|||||
|
Current portion of long-term
debt, related party, net of deferred finance costs
|
$
|
|
$
|
|
||||
|
—
|
||||||||
|
Non-Current portion of
long-term debt, related party
|
$
|
|
$
|
|
||||
|
Less: Non-Current portion of
deferred finance costs
|
(
|
)
|
|
|||||
|
Non-Current portion of
long-term debt, related party, net of deferred finance costs
|
$
|
|
$
|
|
||||
As of December 31, 2024, the Company was in compliance with all financial
covenants prescribed in this debt agreement.
On March 24, 2025, March 31, 2025 and on April 28, 2025, the Company performed
partial prepayments to Toro related to the Term Loan amounting to $13,500,000 , $34,000,000 and $14,000,000 , respectively. The prepayment of $13,500,000 was made pursuant to the sale of M/V Magic Eclipse on March 24, 2025. The prepayment of $14,000,000 was made pursuant to the sale of M/V Magic Callisto on April 28, 2025. On May 5, 2025, the
Company prepaid the amount of $36,000,000 remaining outstanding at that date. As of June 30, 2025, the Term Loan has been fully
repaid.
The weighted average interest rate on the Company’s related party long-term debt
for the six months ended June 30, 2025 was 6.15 % (for the period that the loan was outstanding).
Total interest incurred on related party long-term debt for the six months ended
June 30, 2024, and 2025, amounted to $0 , and $1,771,836 respectively, and is included in Interest and finance costs (Note 21) in the accompanying unaudited interim condensed consolidated statements of comprehensive income.
The above 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 special committees composed of independent and disinterested directors, which negotiated the transaction and its terms.
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)
| 3. |
Transactions with Related Parties (continued):
|
(f) Vessel Disposals:
On March 6, 2025, the Company entered into an agreement with an entity
beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer for the sale of the M/V Magic Eclipse for a gross sale price of $13.5 million. The vessel was delivered to its new owners on March 24, 2025.
On March 11, 2025, the Company entered into an agreement with an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and
Chief Financial Officer for the sale of the M/V Magic Callisto for a gross sale price of $14.5
million. The vessel was delivered to its new owners on April 28, 2025.
The terms of all the above sales were each negotiated and approved by a special committee of the Company’s disinterested and independent directors.
(g) MPC Capital related parties
A significant part of the Company’s asset management segment revenues, including
management fees, transaction fees and other revenues, are earned from entities that the Company manages or holds equity investments in and that meet the definition of a related party in accordance with ASC 850-10-20. These entities are related
parties of the Company.
|
Revenues from services with related parties
|
Six months ended
June 30, 2025
|
|||
|
MPC Container Ships ASA
|
$
|
|
||
|
MPC Caribbean Clean Energy Limited
|
|
|||
|
MPC Energy Solutions NV
|
|
|||
| Other |
||||
|
Total
|
$
|
|
||
During the six months ended June 30, 2025, material related party relationships,
include the following:
MPC Container Ships ASA
MPC Capital holds approximately 13.7 % of the shares in MPC Container Ships ASA, indirectly through MPC CSI GmbH, Hamburg. MPC Container Ships ASA is an equity method investment of the Company and –
together with its subsidiaries – is considered a related party of the Company. MPC Capital provides corporate management and commercial ship management services to MPC Container Ships ASA and its subsidiaries.
The outstanding amount from MPC Container Ships ASA, mainly relates to dividends
receivable, which is included in due from related parties in the accompanying unaudited interim consolidated balance sheet, and is $3,659,873
as of June 30, 2025.
Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG
As of June 30, 2025, MPC Capital holds 50 % of the shares in Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG, Hamburg. Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG, provides technical ship
management, is a joint venture of the Company and – together with its subsidiaries – is considered a related party of the Company.
The outstanding amounts due from Wilhelmsen Ahrenkiel Ship Management GmbH &
Co. KG relate to financing provided by MPC Capital in the amount of $1,171,590 as of June 30, 2025, included in due from related
parties in the accompanying unaudited interim consolidated balance sheet.
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)
| 3. |
Transactions with Related Parties (continued):
|
MPC Energy Solutions NV
As of June 30, 2025, MPC Capital holds approximately 20.5 % of the shares in MPC Energy Solutions NV. MPC Energy Solutions NV is an equity method investment of the Company and – together with its
subsidiaries – is considered a related party of the Company. MPC Capital provides corporate management and asset management services to MPC Energy Solutions NV and its subsidiaries.
MPC Caribbean Clean Energy Limited
As of June 30, 2025, MPC Capital holds approximately 22.2 % of the shares in MPC Caribbean Clean Energy Limited. MPC Caribbean Clean Energy Limited is an equity method investment of the Company and –
together with its subsidiaries – is considered a related party of the Company. MPC Capital acts as a fund manager to MPC Caribbean Clean Energy Limited and its subsidiaries.
The outstanding amounts from services performed for MPC Caribbean Clean Energy
Limited and its subsidiaries, included in due from related parties in the accompanying consolidated balance sheet, amount to $899,459
as of June 30, 2025.
| 4. |
Deferred Charges, net:
|
The movement in
deferred dry-docking costs, net in the accompanying unaudited interim consolidated balance sheets is as follows:
|
|
Dry-docking costs
|
|||
|
Balance December 31, 2024
|
$
|
|
||
|
Additions
|
|
|||
|
Amortization
|
(
|
)
|
||
|
Balance June 30, 2025
|
$
|
|
||
During the six months
ended June 30, 2025, three of the Company’s dry bulk carrier vessels (the M/V Magic P, M/V Magic
Ariel and M/V Magic Starlight) concluded scheduled dry-docking repairs.
| 5. |
Fair
Value of Acquired Time Charters:
|
In connection
with the acquisition in October 2024 of the M/V Raphaela with time charter attached, the Company recognized intangible assets of $477,101 representing the fair value of the favorable time charter attached to the vessel. The M/V Raphaela attached charter commenced upon
the vessel’s delivery, on October 3, 2024 and was concluded within the first quarter of 2025 and the respective intangible asset was fully amortized during that period.
For the six months ended June 30, 2024 and 2025, the amortization of the acquired time charters amounted to $265,173 and $119,733 , respectively, and is included
in ‘Time Charter Revenues’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.
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)
| 6. |
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, 2024
|
$ |
|
$ |
(
|
)
|
$ |
|
|||||
| — Improvements, and other vessel costs |
— | |||||||||||
|
— Vessel disposals
|
( |
) | ( |
) | ||||||||
|
— Period depreciation
|
— |
(
|
)
|
(
|
)
|
|||||||
|
Balance June 30, 2025
|
$ |
|
$ |
(
|
)
|
$ |
|
|||||
(b) Disposal of vessels / Assets held for sale
On March 6, 2025, the Company entered into an agreement
with an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer for the sale of the M/V Magic Eclipse for a gross sale price of $13.5 million. The vessel was delivered to its new owners on March 24, 2025. In connection with this sale, the Company recognized during the six
months ended June 30, 2025 a net loss of $2.0 million which is separately presented in ‘Net gain / (loss) on sale of vessels’ in
the accompanying unaudited interim condensed consolidated statements of comprehensive income.
On March 11, 2025, the Company entered into an agreement with an entity beneficially owned by a family member of the Company’s Chairman, Chief
Executive Officer and Chief Financial Officer for the sale of the M/V Magic Callisto for a gross sale price of $14.5 million. The vessel was delivered to its new owners on April 28, 2025. The Company followed the provisions of ASC360 and, as all criteria required for its classification as such were met at the date
the relevant agreement was entered into, its value measured at the lower of carrying value and fair value (sale price) less costs to sell. As at that date for the M/V Magic Callisto, the
difference between the estimated fair value less cost to sell of the vessel and the vessel’s carrying value, amounting to $5.6
million, was recorded, and is separately reflected as Loss on vessels held for sale in the accompanying unaudited interim condensed consolidated statements of comprehensive income.
The respective sales of the above vessels took place due to favorable offers in each case. The terms of each of the transactions above were
negotiated and approved by a special committee of the Company’s disinterested and independent directors.
On November 13, 2024, the Company entered into an agreement with an unaffiliated third party for the sale of the M/V Ariana A for a gross sale price of $16.5 million. In addition, on December 4, 2024, the Company entered into an agreement with an unaffiliated third party for the sale of the M/V Gabriela A for a gross sale price of $19.3 million. The Company followed the
provisions of ASC360 and, as all criteria required for its classification as such were met at the date the relevant agreements were entered into, as of December 31, 2024, classified the carrying value of the vessels amounting to $34,625,833 and such vessel’s inventory onboard, amounting to $107,570 , as “Assets held for sale” measured at the lower of carrying value and fair value (sale price) less costs to sell. The M/V Ariana A was delivered to its
new owner on January 22, 2025. The M/V Gabriela A was delivered to its new owner on May 7, 2025 and the Company recognized during the six months ended
June 30, 2025 a net gain of $0.2 million which is separately presented in ‘Net gain / (loss) on sale of vessels’ in the
accompanying unaudited interim condensed consolidated statements of comprehensive income.
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)
| 6. |
Vessels, net/Assets held for sale (continued):
|
As of June 30, 2025, the Assets held for sale include the Company’s subsidiary Energiepark Heringen-Philippsthal WP HP GmbH & Co, KG as
follows:
The Company’s subsidiary Energiepark Heringen-Philippsthal WP HP GmbH & Co, KG (“EP Heringen”), which operates a windfarm in Germany, met
the held for sale criteria as of December 31, 2024 and June 30, 2025. The Company intends to sell this subsidiary to an investment fund to which the Company will provide investment advisory services, when investors have committed to
provide a sufficient amount of equity to the fund. Management expects this to be the case in 2025. As a result, the disposal group was measured at fair value.
|
December 31,
2024
|
June 30,
2025
|
|||||||
|
Goodwill
|
$
|
|
$ |
|||||
| Property and equipment | ||||||||
| Intangible assets | ||||||||
| Accounts receivable trade, net and other current assets | ||||||||
| Cash and cash equivalents | ||||||||
| Assets held for sale | ||||||||
| Long-term debt, net | |
|
||||||
| Deferred tax liabilities | ||||||||
| Accounts payable and other current liabilities | ||||||||
| Liabilities directly associated with assets held for sale | $ |
$ |
||||||
Property and equipment exclusively relates to two wind turbines, for which the fair value was determined as part of the
pushdown accounting (refer to 2024 Annual Report). As EP Heringen is classified as held for sale, property and equipment is not depreciated. The change in the carrying amounts solely relates to foreign exchange translation.
In May 2022, EP Heringen entered into a credit facility with Commerzbank Aktiengesellschaft, Frankfurt am Main. The
nominal value of the credit facility at inception was 16.21 million Euro (USD 18.99 million) with a nominal fixed interest rate of 1.73 %
p.a. The repayment of the loan is allocated over quarterly installments ending in 2041. Furthermore, EP Heringen entered into a second credit facility in May 2022 for an amount of $2.02 million with Commerzbank Aktiengesellschaft, Frankfurt am Main. The nominal fixed interest rate of this facility is 2.68 %.
The Company re-assessed whether EP Heringen qualifies as a discontinued operation as defined by ASC 205-20 “Discontinued
Operations” and determined that EP Heringen does not meet the corresponding criteria. As a result, the goodwill previously included in assets held for sale in the amount of $3,238,569 and deferred tax liabilities included in liabilities directly associated with assets held for sale in the amount of $1,227,844 were re-classified as of January 1, 2025. See Note 9 for further information.
For the six months ended June 30, 2025, pretax income in the amount of $353,353 from EP Heringen was included in the unaudited interim consolidated financial statements.
During the reporting period, no gain or loss relating to the disposal group has been recognized in the unaudited interim condensed consolidated statement of comprehensive income.
Consistent with prior practices, the Company reviewed all its vessels for impairment, and no
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)
| 7. |
Property and Equipment, net
|
The following table shows the Company’s office furniture and equipment by major asset classes as of December 31, 2024 and June 30, 2025.
|
Period Ended
|
||||||||
|
December 31,
2024
|
June 30,
2025
|
|||||||
|
Installations
|
$
|
|
$
|
|
||||
|
Office Furniture
|
|
|
||||||
|
Other fixtures and fittings, office equipment
|
|
|
||||||
|
Property and equipment, net
|
$
|
|
$
|
|
||||
The line item “Installations” mainly comprise leasehold
improvements at MPC Capital’s Hamburg office. For the six months ended June 30, 2025, total depreciation of $157,280 was recorded.
| 8. |
Intangible Assets, net
|
The following table shows the Company’s intangible assets by
major asset classes as of December 31, 2024 and June 30, 2025:
|
Period Ended
|
||||||||
|
December 31,
2024
|
June 30,
2025
|
|||||||
|
Brand
|
$
|
|
$
|
|
||||
|
Customer relationship
|
|
|
||||||
|
Order backlog
|
|
|
||||||
|
Favorable contract
|
|
|
||||||
|
Licenses, software
|
|
|
||||||
|
Concessions
|
|
|
||||||
|
Intangible assets, net
|
$
|
|
$
|
|
||||
The following table reflects the gross carrying amount and
accumulated amortization as of June 30, 2025:
|
Gross carrying
amount
|
Accumulated
amortization
|
Net carrying
amount
|
||||||||||
|
Brand
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
Customer relationship
|
|
(
|
)
|
|
||||||||
|
Order backlog
|
|
(
|
)
|
|
||||||||
|
Favorable contract
|
|
(
|
)
|
|
||||||||
|
Licenses, software
|
|
(
|
)
|
|
||||||||
|
Total intangible assets
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
For the six months ended June 30, 2025, total amortization of
$992,635 was recorded. The net exchange difference was $2,340,191 . The estimated aggregate annual amortization expense for the five succeeding fiscal years is $1.99 15.5 years.
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)
| 9. |
Goodwill
|
Goodwill is calculated as the excess of the acquisition price of MPC Capital over
the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, knowledge base, continued
innovation, and non-contractual relationships. Goodwill included in the MPC Capital segment constitutes a premium paid by the Company over the fair value of the net assets of MPC Capital, which is attributable to anticipated benefits from MPC
Capital’s unique position as an asset management company. The goodwill is not tax deductible. Amortizable intangible assets comprise the brand with an estimated useful life of approximately 13 years, customer relationships with a weighted average useful life of approximately 25 years, order backlog with a weighted average useful life of approximately 6 years and a favorable
contract with a weighted average useful life of approximately 5 years.
The changes in the carrying amount of goodwill for the six-month period ended June
30, 2025 are as follows.
|
Balance as of December 31, 2024 / January 1, 2025
|
$
|
|
||
|
Reclassification of goodwill included in assets held for sale
|
|
|||
|
Net exchange differences during the period
|
|
|||
|
Balance as of June 30, 2025
|
$
|
|
The Company re-assessed whether EP Heringen qualifies as a discontinued operation as
defined by ASC 205-20 “Discontinued Operations” and determined that EP Heringen does not meet the corresponding criteria. As a result, the goodwill previously included in assets held for sale in the amount of $3,238,569 was re-classified as of January 1, 2025.
As of June 30, 2025, the valuation related to the acquisition of MPC Capital is not
final. Therefore, the acquisition price allocation is preliminary and subject to revision. The primary areas of the acquisition price allocation that are not yet finalized are related to certain investments, property and equipment, intangible assets,
liabilities and tax balances.
| 10. |
Equity method investments
|
The Company holds investments in certain companies that are accounted for pursuant
to the equity method. As of June 30, 2025, the Company held the following ownership interests in the outstanding common stock of entities which are significant from the Company’s perspective:
| Period Ended |
||||||||||||||||
| December 31, 2024 |
June 30, 2025 |
|||||||||||||||
|
Equity method investments
|
Ownership interest |
Carrying
amount
|
Ownership
interest
|
Carrying
amount
|
||||||||||||
|
Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG
|
% | $ |
|
%
|
$
|
|
||||||||||
|
BB Amstel B.V.
|
% |
|
%
|
|
||||||||||||
|
MPC Caribbean Clean Energy Limited, Barbados
|
% |
|
%
|
|
||||||||||||
|
Barber Ship Management Germany GmbH & Co. KG
|
% |
|
%
|
|
||||||||||||
|
BestShip GmbH & Cie. KG
|
- |
|
%
|
|
||||||||||||
|
Other
|
- |
-
|
|
|||||||||||||
|
Total
|
- |
$ |
-
|
$
|
|
|||||||||||
In February 2025, MPC Capital acquired a 50 % stake in BestShip GmbH & Cie. KG, Hamburg (“BestShip”) for $2,595,745 . BestShip is a performance management company that focuses on improving and optimizing energy efficiency of commercial vessels and performance management solutions.
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)
| 10. |
Equity method investments (continued):
|
As of June 30, 2025, the Company also held the following ownership interests in the
outstanding common stock of entities and for which the fair value option was elected:
| Period Ended |
||||||||||||||||
| December 31, 2024 |
June 30, 2025 |
|||||||||||||||
|
Equity method investments measured at fair value
|
Ownership
interest
|
Carrying amount |
Ownership
interest
|
Carrying
amount |
||||||||||||
|
MPC Container Ships ASA
|
% |
|
%
|
|
||||||||||||
|
MPC Energy Solutions NV
|
% |
|
%
|
$
|
|
|||||||||||
|
Total
|
-
|
$
|
|
|||||||||||||
|
|
Equity method
investments
measured at
fair value
|
|||
|
Balance December 31, 2024
|
$
|
|
||
|
Equity securities acquired
|
|
|||
|
Unrealized loss on equity method investments revalued at fair value at end of
the period
|
(
|
)
|
||
|
Unrealized foreign exchange loss from equity method investments
measured at fair value (1i)
|
(
|
)
|
||
|
Unrealized foreign exchange gain from equity method investments measured at fair value – OCI portion- (1ii)
|
||||
| Balance June 30, 2025 |
$ | |||
|
(1)
|
|
Castor’s subsidiary, MPCC CSI LTD., a company affiliated with MPC Capital, acquired
during the six month period ended June 30, 2025, 3.44 % shares in MPCC amounting $21,523,683 , resulting in MPC Capital and its affiliated entities, collectively increasing their holding of total voting rights in MPCC from approximately 16.68 % to 20.12 %, or 89,260,056 shares.
As part of the pushdown accounting as discussed in the 2024 Annual Report, the fair
value option was elected for MPC Container Ships ASA and MPC Energy Solutions N.V. For the six months ended June 30, 2025, a net loss in the amount of $25,077,549
is attributed to MPC Container Ships ASA and a net gain in the amount of $262,900 is associated with MPC Energy Solutions NV. Both amounts
are recorded in net loss from equity method investments measured at fair value in the unaudited interim condensed consolidated statement of comprehensive income. Furthermore, as of June 30, 2025, the Company received dividends amounting to $10,610,587 from MPC Container Ships ASA. The entire net loss from equity method investments during the reporting period is attributable to the fair value
changes (Level 1) of these two entities.
For those equity method investments that are considered significant for the interim
financial statements from the Company’s perspective, summarized consolidated financial information is provided below.
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)
| 10. |
Equity method investments (continued):
|
|
MPC Container Ships ASA (in thousands)
|
June 30, 2025
|
|||
|
Current assets
|
$
|
|
||
|
Non-current assets
|
|
|||
|
Current liabilities
|
|
|||
|
Non-current liabilities
|
|
|||
|
Market value (June 30, 2025)
|
|
|||
|
Revenue
|
|
|||
|
Net income
|
|
|||
|
Total comprehensive income
|
$
|
|
||
| 11. |
Long-Term Debt:
|
The amount of
long-term debt shown in the accompanying unaudited interim consolidated balance sheets of December 31, 2024 and June 30, 2025, is analyzed as follows:
|
|
|
Period Ended
|
|||||||
| Loan facilities |
Borrowers
|
December 31,
2024
|
June 30,
2025
|
||||||
|
|
|
|
|
|
|
||||
|
Total long-term debt
|
|
$
|
|
$
|
|
||||
|
Less: Deferred financing costs
|
|
|
|
||||||
|
Total long-term debt, net of deferred finance costs
|
|
$
|
|
$
|
|
||||
|
|
|
||||||||
|
Presented:
|
|
||||||||
|
Current portion of long-term debt
|
|
$
|
|
$
|
|
||||
|
Less: Current portion of deferred finance costs
|
|
|
|
||||||
|
Current portion of long-term debt, net of deferred finance costs
|
|
$
|
|
$
|
|
||||
|
Non-Current portion of long-term debt
|
|
|
|
||||||
|
Less: Non-Current portion of deferred finance costs
|
|
|
|
||||||
|
Non-Current portion of long-term debt, net of deferred finance costs
|
|
$
|
|
$
|
|
||||
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)
| 11. |
Long-Term Debt (continued):
|
On
November 20, 2024, MPC Maritime Holding GmbH entered into a term loan in the amount of up to 5.0 million Euro ($5.9 million) with Ostfriesische Volksbank eG. The term loan was drawn down in a tranche of 3,500,000 Euro ($4,100,565 ) on December 9, 2024 and in a
tranche of 1,500,000 Euro (USD 1,757,385 )
in January 2025. This term loan has a term of five years from the first date of the first installment payment (March 31, 2025),
bears interest at a margin of 2.1 % - 1.8 % over EURIBOR (for drawings in Euro) and over SOFR (for drawings in US Dollar). It is repayable in twenty
equal quarterly installments of 250,000 Euro ($292,898 ) starting on March 31, 2025. The term loan is unsecured and is not subject to any covenants. As of June 30, 2025, the outstanding balance of the loan is $5,272,155 .
On November 17, 2023, MPC Capital entered into a revolving credit facility
in the amount of 5.0 million Euro (USD 5.9 million) with VR Bank in Holstein eG until further notice. It bears interest at a margin of 1.5 % over EURIBOR and is unsecured and is not subject to any covenants. As of June 30, 2025, the facility is not drawn.
The annual principal payments for the Company’s outstanding debt arrangements as of June 30, 2025, required to be made after the balance
sheet date, are as follows:
|
Twelve-month period ending June 30,
|
Amount
|
|||
|
2025
|
$
|
|
||
|
2026
|
|
|||
|
2027
|
|
|||
|
2028
|
||||
|
2029
|
||||
|
Total long-term debt
|
$
|
|
||
The weighted average interest rate on the Company’s long-term debt for the six
months ended June 30, 2025, was 4.42 %.
Total interest incurred on long-term debt for the six months ended June 30,
2024, and 2025, amounted to $7.7 million, and $0.3 million respectively, and is included in Interest and finance costs (Note 21) in the accompanying unaudited interim consolidated statements of comprehensive income.
|
12.
|
Investment in equity securities
|
(a) Investment in equity securities with
readily determinable fair values
A summary of the movement in listed equity securities for the six months
ended June 30, 2025 is presented in the table below:
|
Equity securities
|
||||
|
Balance December 31, 2024
|
$
|
|
||
|
Equity securities acquired
|
|
|||
| Proceeds from sale of equity securities |
( |
) | ||
| Net loss on sale of equity securities |
( |
) | ||
|
Unrealized loss on equity securities revalued at fair value at end of the period
|
|
|||
|
Balance June 30, 2025
|
$
|
|
||
In the
six-month periods ended June 30, 2024, and 2025, the Company received dividends of $2,853,165 , and $1,127,481 , respectively, from its investments in listed equity securities.
(b) Equity investments without readily determinable fair values
A summary of
the movement in equity investments without readily determinable fair values for the six month period ended June 30, 2025 is presented in the table below:
|
Equity securities
|
||||
|
Balance December 31, 2024
|
$
|
|
||
|
Equity investments transferred
|
|
|||
|
Unrealized foreign exchange gain/loss
|
|
|||
|
Balance June 30, 2025
|
$
|
|
||
In the six-month periods ended June 30, 2024, and
2025, the Company received dividends of $, and $1,069,235 , respectively, from its equity investments without readily determinable fair values.
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)
| 13. |
Equity Capital Structure:
|
Under the Company’s Articles of Incorporation, as amended, the Company’s authorized capital stock consists of
Reverse Stock Split
On March 27, 2024, the Company effected a reverse stock split of its common
shares without any change in the number of authorized common shares. All share and per share amounts, as well as the number of warrant shares eligible for purchase under the Company’s effective warrant schemes, in the accompanying unaudited
interim condensed consolidated financial statements have been retroactively adjusted to reflect the reverse stock split. As a result of the reverse stock split, the number of outstanding shares as of March 27, 2024, was decreased to 9,662,354 while the par value of the Company’s common shares remained unchanged to $0.001 per share.
Mezzanine equity:
On August 7, 2023, the Company agreed to
issue 50,000 Series D Preferred Shares, having a stated value of $1,000 and par value of $0.001 per share, to Toro for aggregate
consideration of $50.0 million in cash. On
December 12, 2024, the Company agreed to issue an additional 50,000 Series D Preferred Shares for an aggregate consideration
of $50.0 million in cash. Details of the Company’s Series D Preferred Shares are discussed in Note 14 to the Company’s
consolidated financial statements for the year ended December 31, 2024, included in the 2024 Annual Report.
The Company uses an effective interest
rate of 10.24 % over the expected life of the Series D Preferred Shares being nine years , which is the expected earliest redemption date. This is consistent with the interest method, taking into account the discount between the issuance price
and liquidation preference and the stated dividends, including “step-up” amounts. The amount accreted in the six months ended June 30, 2025, was $1,451,187 ,
and is presented as ‘Deemed dividend on Series D Preferred Shares’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.
As of June 30, 2025, the net value of Mezzanine Equity amounted to $79,159,445 , including the amount of $1,451,187
of deemed dividend on the Series D Preferred Shares in the six months ended June 30, 2025, and is separately presented as ‘Mezzanine Equity’ in the accompanying unaudited condensed consolidated balance sheet. During the six months ended
June 30, 2025, the Company paid to Toro a dividend amounting to $2,097,222 on the Series D Preferred Shares for the periods
from October 15, 2024 to January 14, 2025 and from January 15, 2025 to April 14, 2025, and the accrued amount for the period from April 15, 2025 to June 30, 2025 (included in the dividend period ended July 14, 2025) amounted to $1,104,166 .
Accumulated other comprehensive income
Accumulated Other Comprehensive Income (AOCI) consists of foreign currency translation amounts that relate to accumulated foreign currency gains / losses as a result of translation the financial statements into US Dollars as the presentation currency. In addition, the AOCI includes the effective
portion of the gain or loss on the hedging instrument which will be reclassified into earnings when the hedged transaction affects earnings.
Non-controlling interests
Non-controlling interests (NCI) represent ownership stakes in subsidiaries that are less than 100% owned. Changes in NCI during the reporting period are due to allocation of the consolidated income statement and other comprehensive income between the parent company and the NCI.
During the six months ended, MPC Capital declared total dividends of $
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)
| 14. |
Financial Instruments and Fair
Value Disclosures:
|
The principal financial assets of the Company consist of
cash at banks, trade accounts receivable, accrued charter revenue, investments in equity securities, equity investments, equity method investments, an investment in related party, derivative assets and amounts due from related party/(ies).
The principal financial liabilities of the Company consist of accounts payable, accrued liabilities, amounts due to related party/(ies), derivative liabilities 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, accounts receivable trade, net, amounts due from/to related party/(ies), accrued charter
revenue and accounts payable: The carrying 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, are considered Level 1 items as they represent liquid assets with short term maturities.
Investment in equity securities: The
carrying value reported in the accompanying unaudited condensed consolidated balance sheets for this financial instrument represents its fair value and is considered Level 1 item of the fair value hierarchy as it is determined though quoted
prices in an active market.
Equity investments: The Company, though its majority owned subsidiary MPC Capital, holds minority interests in entities that invest in vessels and renewable energy assets. If a quoted market price in
active market is not available, generally, net asset value (“NAV”) is applied if applicable as permitted under ASC 820. The NAV is determined based on third-party valuations of the underlying assets. These valuations typically employ
income-based and market-based approaches, depending on the asset type. These investments are generally illiquid and the Company has no redemption rights. A sale of the investments is considered unlikely. While there is no active market
for the Company’s ownership interests and NAV may not be immediately realizable through sale of the shares, it is expected that the proceeds from the eventual sale of the underlying assets held by the investee entities will approximate
the NAV attributed to the Company’s ownership interest. Given the absence of changes in market conditions or other relevant factors, the fair value of the investment as of June 30, 2025, is considered to be equal to its carrying amount.
No gains or losses were recognized during the period.
Long-term debt: The
credit facility discussed in Note 11, has a recorded value which is a reasonable estimate of their fair value due to their variable interest rate and are thus considered Level 2 items in accordance with the fair value hierarchy as EURIBOR
and SOFR rates are observable at commonly quoted intervals for the full terms of the loans. Due to a variable interest rate, the Company is exposed to interest rate movements. However, expected future interest rates movement would
not materially affect the Company’s unaudited interim consolidated financial statements.
Investment in related party: Investments in related party is initially
measured at fair value which is deemed to be the cost and subsequently 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 assessment no such case was identified as at June 30, 2025.
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)
| 14. |
Financial Instruments
and Fair Value Disclosures (continued):
|
Derivative contracts – recurring measurements
The company enters in forward and options agreement to hedge against foreign currency risks. As of June 30, 2025, foreign currency derivatives can be
analyzed as follows:
|
|
Derivatives assets (current)
|
Derivatives liabilities (current)
|
||||||||||||||
|
Fair value
|
Nominal value
|
Fair value
|
Nominal value
|
|||||||||||||
|
Hedge accounting
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Economic hedging
|
|
|
|
|
||||||||||||
| Total |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
All of the derivative assets and liabilities are measured at fair
value classified in Level 2 within the fair value hierarchy. Economic hedging refers to the use of derivatives to mitigate risk without applying hedge accounting. The amount reported in accumulated other comprehensive income at the reporting date will be reclassified into earnings within the next 12 months.
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.
|
15.
|
Leases
|
The Company has
entered into non-cancellable operating leases for offices and vehicles. Lease cost recognized in the Company’s unaudited interim condensed consolidated statements of income is summarized as follows:
|
Six months ended
June 30, 2025
|
||||
|
Operating lease costs in the period from January 1 to June 30
|
$
|
|
||
|
Total lease cost:
|
$
|
|
||
Other information about lease amounts recognized in the unaudited interim consolidated financial statements, as of June 30, 2025) is as follows:
|
Weighted-average remaining lease term –
|
|
Weighted-average discount rate –
|
F-30
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
|
15.
|
Leases (continued):
|
The following table depicts the undiscounted cashflow on an annual basis of each of the next five years and the sum for all the years thereafter:
|
Period ended
June 30, 2025
|
||||
|
1 year
|
$
|
|
||
|
1-2 years
|
|
|||
|
2-3 years
|
|
|||
|
3-4 years
|
|
|||
|
4-5 years
|
|
|||
|
5+ years
|
|
|||
|
Total undiscounted cashflow
|
|
|||
|
Interest
|
(
|
)
|
||
|
Lease Liability as of June 30, 2025
|
$
|
|
||
|
Thereof current lease liability as of June 30, 2025
|
|
|||
|
Thereof non-current lease liability as of June 30, 2025
|
|
|
||
| 16. |
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’ operations up to the customary 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, 2025. 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-32
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 16. |
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
|
|||
| 2026 |
$ |
|||
|
Total
|
$
|
|
||
For the Lease commitments refer to Note 15.
In addition, the Company has payment commitments of $2.6 million related to the disposal group held for sale for the use of land.
(b) Contingencies
The Company
recognized further provisions in the amount of approximately $3.8 million for various circumstances involving uncertainty if it
was probable that an outflow of resources will be required to settle the obligations and the amount of the losses was reasonably estimable.
A provision of approximately $1.2
million and contingent liabilities of approximately $2.7 million were recognized for possible losses with respect to disputes
including legal proceedings concerning potential prospectus errors for closed-end funds placed by MPC Capital in the past that could have causal effect on the individual investor’s decision. Contingencies are included in accrued liabilities
in the accompanying unaudited interim consolidated balance sheets.
| 17. |
Earnings Per Common Share:
|
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, 2024 and 2025, the effect of the warrants outstanding during that period and as of that date, would be antidilutive, hence they were excluded from the
computation of diluted earnings per share. For the purpose of calculating diluted earnings per common share, the weighted average number of diluted shares outstanding includes the conversion of outstanding Series D Preferred Shares (Note 13)
calculated with the “if converted” method by using the average closing market price over the reporting period from January 1, 2024 to June 30, 2024 and from January 1, 2025 to June 30, 2025. If there is a loss, diluted EPS is computed
in the same manner as basic EPS is computed. Thus, for the six months period ended June 30, 2025, the inclusion of the potential common shares from the conversion of outstanding Series D Preferred Shares (calculated with the “if converted”
method) in diluted EPS would have an antidilutive effect, and therefore basic EPS and diluted EPS are the same.
F-32
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
The components of
the calculation of basic and diluted earnings per common share are as follows:
|
Six months ended
June 30,
|
Six months ended
June 30,
|
|||||||
|
2024
|
2025
|
|||||||
|
Net income / (loss), net of taxes
|
$ |
|
$ |
(
|
)
|
|||
|
Less: Net loss attributable to non-controlling interest in subsidiaries
|
|
|
||||||
|
Net income / (loss) attributable to Castor Maritime Inc.
|
$
|
|
$
|
(
|
)
|
|||
|
Less: Dividend on Series D Preferred Shares
|
( |
) | ( |
) | ||||
|
Less: Deemed dividend on Series D Preferred Shares
|
(
|
)
|
(
|
)
|
||||
|
Net income / (loss) available to common shareholders, basic
|
|
(
|
)
|
|||||
|
Dividend on Series D Preferred Shares
|
|
|
||||||
|
Deemed dividend on Series D Preferred Shares
|
|
|
||||||
|
Net income / (loss) attributable to common shareholders, diluted
|
|
(
|
)
|
|||||
|
Weighted average number of common shares outstanding, basic
|
|
|
||||||
|
Effect of dilutive shares
|
|
|
||||||
|
Weighted average number of common shares outstanding, diluted
|
|
|
||||||
|
Earnings / (loss) per common share, basic
|
$
|
|
$
|
(
|
)
|
|||
|
Earnings / (loss) per common share, diluted
|
$
|
|
$
|
(
|
)
|
|||
| 18. |
Revenues
|
(a) Vessel Revenues:
The following table includes the vessel revenues earned by the Company by type of contract (time charters and pool agreements) in each of the six months ended June 30,
2024, and 2025, as presented in the accompanying unaudited interim condensed consolidated statements of comprehensive income:
|
|
Six months ended
June 30,
|
Six months ended
June 30,
|
||||||
|
|
2024
|
2025
|
||||||
|
Time charter revenues
|
$ |
|
$ |
|
||||
|
Pool revenues
|
|
|
||||||
|
Total Vessel revenues
|
$
|
|
$
|
|
||||
The Company generates its revenues from time charters and pool arrangements.
F-33
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
From time to time, the Company’s dry bulk vessels are fixed on period charter contracts with the rate of daily hire linked to the average of the time charter routes
comprising the respective indices for dry bulk vessels of the Baltic Exchange. Such contracts also carry an option for the Company to convert the index-linked rate to a fixed rate for a minimum period of three months and up to the maximum remaining
duration of the charter contract, according to the average of the forward freight agreement curve of the respective Baltic index for the desired period, at the time of conversion. The index-linked contracts with conversion clause provide
flexibility and allow the Company to either enjoy exposure in the spot market, when the rate is floating, or to secure foreseeable cash flow when the rate has been converted to fixed over a certain period.
The Company employs certain of its vessels in pools. The main objective of pools is to enter into arrangements for the employment and operation of the pool vessels, so as
to secure for the pool participants the highest commercially available earnings per vessel on the basis of pooling the revenue and expenses of the pool vessels and dividing it between the pool participants based on the terms of the pool agreement.
The Company typically enters into pool arrangements for a minimum period of six months, subject to certain rights of suspension and/or early termination.
(b) Revenue from services
The following table represents a disaggregation of revenue from contracts with customers by type of service:
|
|
Six months ended
June 30, 2025
|
|||
|
Ship Management
|
$
|
|
||
|
Management Services
|
|
|||
|
Transaction Services
|
|
|||
|
Other Revenue
|
|
|||
|
Total
|
$
|
|
||
The following table represents a geographical disaggregation of revenue from services:
|
|
Six months ended
June 30, 2025
|
|||
|
Germany
|
$
|
|
||
|
The Netherlands
|
|
|||
|
China (Hong Kong)
|
|
|||
|
Singapore
|
|
|||
|
Panama
|
|
|||
|
Colombia
|
|
|||
|
Total revenue from services
|
$
|
|
||
F-34
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 19. |
Vessel Operating Expenses and
Voyage Expenses:
|
The amounts in the accompanying unaudited interim condensed consolidated statements of comprehensive income are analyzed as follows:
|
Six
months ended
June 30,
|
Six
months ended
June 30,
|
|||||||
|
Vessel Operating Expenses
|
2024
|
2025
|
||||||
|
Crew & crew related costs
|
|
|
|
|
||||
|
Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling
|
|
|
||||||
|
Lubricants
|
|
|
||||||
|
Insurances
|
|
|
||||||
|
Tonnage taxes
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total Vessel operating expenses
|
$
|
|
$
|
|
||||
|
Six
months ended
June 30,
|
Six
months ended
June 30,
|
|||||||
|
Voyage expenses
|
2024
|
2025
|
||||||
|
Brokerage commissions
|
|
|
||||||
|
Brokerage commissions - related party
|
|
|
||||||
|
Port & other expenses
|
|
|
||||||
|
Bunkers consumption
|
|
|
||||||
|
(Gain) / loss on bunkers
|
(
|
)
|
|
|||||
|
Total Voyage expenses
|
$
|
|
$
|
|
||||
| 20. |
General
and Administrative Expenses:
|
General and administrative expenses are analyzed as follows:
|
Six months ended
June 30,
|
Six months ended
June 30,
|
|||||||
|
2024
|
2025
|
|||||||
|
Non-executive directors’ compensation
|
$
|
|
$
|
|
||||
|
Director fees (subsidiaries)
|
||||||||
| Audit fees | ||||||||
|
Professional fees and other expenses
|
||||||||
| Personnel expenses |
||||||||
| Office and IT expenses (including rent) |
||||||||
| Share based compensation |
||||||||
| Administration fees-related party (Note 3(a)) |
||||||||
|
Total
|
$
|
|
$
|
|
||||
F-35
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 21. |
Interest and Finance Costs:
|
The amounts in the accompanying unaudited interim
consolidated statements of comprehensive income are analyzed as follows:
|
Six months ended
June 30,
|
Six months ended
June 30,
|
|||||||
|
2024
|
2025
|
|||||||
|
Interest on long-term debt
|
$
|
|
$
|
|
||||
|
Interest on long-term debt – related party (Note 3 (e))
|
||||||||
|
Amortization and write-off of deferred finance charges
|
|
|
||||||
|
Other finance charges (including $
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
||||
| 22. |
Income Taxes:
|
Castor and certain of its subsidiaries are incorporated under the laws of the Republic of the Marshall Islands but are not subject
to income taxes in the Republic of the Marshall Islands. Castor’s ship-owning subsidiaries are subject to registration and tonnage taxes, which have been included in Vessel operating expenses in the accompanying unaudited interim condensed
consolidated statements of comprehensive income.
Income Taxes relating to MPC Capital
During the reporting period, the income before taxes for the asset management segment of the Company is mostly generated in
Germany. A summary of the
provision for income taxes is as follows:
|
December 31, 2024
|
June 30, 2025
|
|||||||
|
Corporate Income tax
|
$
|
|
$
|
|
||||
|
Trade tax
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total provision for income taxes
|
$
|
|
$
|
|
||||
The income tax receivable on the face of the consolidated balance sheet is primarily due to refundable withholding taxes on profit distributions in the amount of
$15,312,813 .
F-36
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
The significant components of income tax expenses attributable to continuing operations is as follows:
|
Six months ended
June 30, 2025
|
||||
|
Current tax expense (or benefit)
|
$
|
|
||
|
Deferred tax expense (or benefit)
|
(
|
)
|
||
|
Total tax expense
|
$
|
|
||
The income tax expense (or benefit) from continuing operations is disaggregated as follows:
|
Six months ended
June 30, 2025
|
||||
|
Federal (CIT)
|
$
|
(
|
)
|
|
|
State and Local (TT)
|
|
|||
|
Foreign
|
|
|||
|
Other
|
(
|
)
|
||
|
Total tax expense
|
$
|
|
||
More than 50 % of
the local income taxes relate to the Hansestadt Hamburg, a state within the Federal Republic of Germany.
Effective Income Tax Rate Reconciliation
A reconciliation of the German statutory income tax rate to the actual effective income tax rate is provided below:
|
Six months ended June 30, 2025
|
||||||||
|
%
|
$
|
|||||||
|
German statutory Corporate Income tax rate
|
|
$
|
(
|
)
|
||||
|
State and local income tax
|
(
|
)
|
|
|||||
|
Nontaxable items
|
(
|
)
|
|
|||||
|
Other
|
|
(
|
)
|
|||||
|
Effective income tax rate
|
(
|
)
|
$
|
|
||||
State and local income tax results from Trade Tax levied by the Hansestadt Hamburg.
Tax nontaxable items are related to dividend payments and capital gains from corporate companies which are in principle not subject
to taxation (avoidance of double taxation burdens at the corporate level in chains of companies).
F-37
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
Deferred Taxes
The significant components of the Company`s deferred tax account balances relate to temporary differences and are as follows:
|
December 31, 2024
|
June 30, 2025
|
|||||||
|
Deferred tax assets
|
||||||||
|
Receivables due from related parties
|
$
|
|
$
|
|
||||
|
Intangible assets
|
|
|
||||||
|
Right of Use Assets
|
|
|
||||||
|
Provisions
|
|
|
||||||
|
Loss Carrying Forwards
|
|
|||||||
|
Prepaid expenses and other assets
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total deferred tax assets
|
|
|
||||||
|
Valuation allowances
|
(
|
)
|
(
|
)
|
||||
|
Deferred tax assets, net of valuation allowances
|
|
|
||||||
|
Offsetting
|
(
|
)
|
(
|
)
|
||||
|
Deferred tax assets, net of valuation allowances per balance sheet
|
$
|
|
$
|
|
||||
|
Deferred tax liabilities
|
||||||||
|
Intangible assets
|
$
|
|
$
|
|
||||
|
Equity instrument investments
|
|
|
||||||
|
Lease liabilities
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total deferred tax liabilities
|
|
|
||||||
|
Offsetting
|
(
|
)
|
(
|
)
|
||||
|
Deferred tax liabilities per balance sheet
|
$
|
|
$
|
|
||||
|
Net deferred tax liabilities
|
$
|
|
$
|
|
||||
Uncertain Tax Positions
The benefits of uncertain tax positions are recorded in the Company´s consolidated financial statements only after determining a
more-likely-than-not probability that the uncertain tax positions will withstand challenge from the tax authorities.
The Company files income tax returns in Germany, the Netherlands, Norway, Panama and Colombia and is subject to examinations by
tax authorities. The Company believes that its income tax reserves are adequately maintained. However, the final determination of the Company tax returns, if audited, is uncertain and therefore there is a possibility for a change of the
Company`s estimate in the future. There were no unrecognized tax benefits as of June 30, 2025, and there were no changes in the
reporting period. The Company accrues interest and penalties related to underpayment of income taxes within the provision for income taxes.
F-38
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
|
23.
|
Share-based compensation
|
The options were granted to management and key employees of MPC Capital in 2024 and are
subject to market, performance and a service condition of four years . The remaining term of the options granted is derived from the
contractual terms and the grant date of the options. The risk-free rate for periods within the contractual life of the option is based on zero-coupon bond risk-free rates generated using the Svensson model and yield curve data provided by the
German Central Bank in effect at the time of grant. The grant-date fair value was $2.25 per option and was determined using the
Black-Scholes model.
|
Long-term incentive program
|
||||
|
Expected volatility
|
|
%
|
||
|
Expected dividend yield
|
|
%
|
||
|
Expected term (in years)
|
|
|||
|
Risk-free rate
|
|
%
|
||
|
Options
|
Number
of options
(in thousands)
|
Weighted
average
exercise
price
(Euro)
|
Weighted
average
remaining
contractual
term
(Years)
|
Aggregate
intrinsic value
(USD, in thousands)
|
||||||||||||
|
Outstanding at January 1, 2025
|
|
|
||||||||||||||
|
Granted
|
|
|
||||||||||||||
|
Exercised
|
|
|
||||||||||||||
|
Forfeited or expired
|
|
|
||||||||||||||
|
Outstanding at June 30, 2025
|
|
|
|
$
|
|
|||||||||||
|
Exercisable at June 30, 2025
|
|
|
—
|
|
||||||||||||
As of December 31, 2024, there was $798,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the employee share option agreements of MPC Capital.
That cost is expected to be recognized over a weighted-average period of 3.0 years. For the six months period ended June 30, 2025, the
Company recognized expenses in the amount of $115,044 in the unaudited interim consolidated statement of comprehensive income and also
has affected noncontrolling interests in the Company’s unaudited condensed consolidated statement of shareholders’ equity. No options
were exercised, and no cash was paid out during the reporting period.
|
24.
|
Segment Information:
|
Following the acquisition of the MPC Capital on December 16, 2024, the Company determined that it operated in three reportable segments: (i) the dry bulk segment (ii) the containership segment and (iii) the asset management segment. These reportable
segments reflect the Company’s internal organization and the way its chief operating decision maker (“CODM”), who is the Chief Executive Officer of the Company, reviews and analyzes the operating results and allocates capital within the
Company. The CODM assesses segment performance using key financial measures, including revenues, operating expenses, segment operating income and net income. These metrics help the CODM assess segment profitability, optimize fleet
deployment, control costs and determine capital allocation. Based on these segment performance trends, the CODM makes resource allocation decisions such as adjusting asset acquisition strategies, adjusting chartering strategies,
prioritizing fleet expansion or disposals, and optimizing cost efficiencies to enhance profitability and overall segment performance. Further, the transport of dry bulk cargoes and containerized cargoes has different characteristics and
the nature of trade, trading routes, charterers and cargo handling of differ in important respects. MPC Capital provides asset management services and it does not have similar economic characteristics to the other two segments. The Company does not disclose geographic information relating to its dry bulk and container ship segments because when it
charters a vessel to a charterer, the charterer is free, subject to certain exemptions, to trade the vessel worldwide and, as a result, the disclosure of geographic information is impracticable. For the asset management disclosure of
geographic information refer to Note 18.
F-39
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
The table below presents information about the Company’s reportable segments as of and for the six months ended June 30, 2024, and 2025. 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, 2024
|
Six months ended June 30, 2025
|
|||||||||||||||||||||||||||
|
Dry bulk
segment
|
Containership
segment
|
Total
|
Dry bulk
segment
|
Containership
segment
|
Asset management
segment
|
Total
|
||||||||||||||||||||||
|
- Vessel revenues
|
$
|
|
$
|
|
$
|
|
$ |
|
$ |
|
$ |
$ |
|
|||||||||||||||
| - Revenue from services |
||||||||||||||||||||||||||||
|
Total revenues
|
$
|
|
$
|
|
$
|
|
$ |
|
$ |
|
$ |
$ |
|
|||||||||||||||
|
Voyage expenses (including charges from related party)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||
|
Vessel operating expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||
|
Cost of revenue from services (exclusive of depreciation and amortization shown separately below)
|
( |
) | ( |
) | ||||||||||||||||||||||||
|
Management fees to related parties
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||
|
Depreciation and amortization
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
( |
) |
(
|
)
|
||||||||||||||
|
Provision for doubtful accounts
|
( |
( |
) | |||||||||||||||||||||||||
|
Net gain / (loss) on sale of vessels
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||
|
Loss on vessels held for sale
|
( |
( |
) | |||||||||||||||||||||||||
|
Gain from a claim
|
||||||||||||||||||||||||||||
|
Net gain on disposal of assets
|
||||||||||||||||||||||||||||
|
Net gain from equity method investments
|
||||||||||||||||||||||||||||
|
Net loss from equity method investments measured at fair value
|
( |
) | ( |
) | ||||||||||||||||||||||||
|
Segments operating income/(loss)
|
$
|
|
$
|
|
$
|
|
$ |
(
|
)
|
$ |
|
$ |
( |
) | $ |
(
|
)
|
|||||||||||
|
Interest and finance costs
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||
|
Interest income
|
|
|
||||||||||||||||||||||||||
|
Foreign exchange losses
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||
|
Less: Unallocated corporate general and administrative expenses
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||
|
Less: Corporate Interest and finance costs
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||
|
Less: Corporate Interest income
|
|
|
||||||||||||||||||||||||||
|
Less: Corporate exchange (losses)/ gains
|
(
|
)
|
|
|||||||||||||||||||||||||
|
Corporate: Net gain from equity method investments measured at fair value
|
||||||||||||||||||||||||||||
|
Dividend income on equity securities
|
|
|
||||||||||||||||||||||||||
|
Dividend income from related party
|
|
|
||||||||||||||||||||||||||
|
Dividend income from equity method investments measured at fair value (related party)
|
||||||||||||||||||||||||||||
|
Gains on equity securities
|
|
|
||||||||||||||||||||||||||
| Other net |
||||||||||||||||||||||||||||
|
Net income / (loss), before taxes
|
$
|
|
$ |
(
|
)
|
|||||||||||||||||||||||
F-40
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
A reconciliation of total segment assets to total assets presented in the accompanying unaudited interim consolidated balance sheets of
December 31, 2024 and June 30, 2025, is as follows:
|
As of
December 31,
2024
|
As of
June 30,
2025
|
|||||||
|
Dry bulk segment
|
$
|
|
$
|
|
||||
|
Containership segment
|
|
|
||||||
| Asset management segment |
||||||||
|
Cash and cash equivalents (1)
|
|
|
||||||
|
Prepaid expenses and other assets (1)
|
|
|
||||||
|
Total consolidated assets
|
$
|
|
$
|
|
||||
| (1) |
|
|
25.
|
Subsequent Events:
|
|
(a)
|
Dividend on Series D Preferred Shares: On
|
|
(b)
|
Sale and
Leaseback of the M/V Magic Thunder: On July 29, 2025, the Company successfully completed a sale and
leaseback transaction for the M/V Magic Thunder, a 2011-built Kamsarmax bulk carrier vessel with a Japanese counterparty. The bareboat financing amounts to $
|
|
(c)
|
Issuance of Series E Preferred
Shares to Toro: On September 29, 2025, the Company agreed to issue
|
F-41