Castor Maritime Inc 6-K, filed Sep 14, 2026
Castor Maritime Inc. (CTRM)
6-K
2026-09-14
For: 2026-06-30
View Original
Added on
September 14, 2026
About this 6-K
Castor Maritime Inc filed this 6-K on September 14, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number: 001-38802
CASTOR MARITIME INC.
(Translation of registrant’s name into English)
223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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Form 20-F ☒
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Form 40-F ☐
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INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this report on Form 6-K as Exhibits 99.1 and 99.2 are the unaudited consolidated interim financial statements and related management’s discussion and analysis of
financial condition and results of operations of Castor Maritime Inc. (the “Company”) for the six months ended June 30, 2026.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CASTOR MARITIME INC.
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Dated: September 14, 2026
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||
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By:
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/s/ Petros Panagiotidis
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Petros Panagiotidis
|
||
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Chairman, Chief Executive Officer and
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Chief Financial Officer
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Exhibit 99.1
INDEX TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
|
Page
|
|
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F-2
|
|
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F-3
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|
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F-4
|
|
|
F-5
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|
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F-6
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F-1
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CASTOR MARITIME INC.
|
|
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
December 31, 2025 and June 30, 2026
|
|
(Expressed in U.S. Dollars – except for share data)
|
|
ASSETS
|
December 31,
|
June 30,
|
||||||||||
|
CURRENT ASSETS:
|
Note
|
2025
|
2026
|
|||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||||||
|
Accounts receivable trade, net
|
|
|
||||||||||
| 3 |
||||||||||||
|
Inventories
|
|
|
||||||||||
|
Prepaid expenses and other assets
|
|
|
||||||||||
|
Income tax receivable
|
24 |
|||||||||||
| Investment in equity securities |
12(a) | |||||||||||
| Investment in debt securities |
13 |
|||||||||||
|
Accrued charter revenue
|
||||||||||||
|
Derivative assets
|
15 |
|||||||||||
|
Total current assets
|
|
|
||||||||||
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NON-CURRENT ASSETS:
|
||||||||||||
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Vessels, net
|
6
|
|
|
|||||||||
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Property, plant and equipment, net
|
7 |
|||||||||||
| Restricted
cash |
11 |
|||||||||||
|
|
3 |
|||||||||||
|
Prepaid expenses and other assets
|
|
|
||||||||||
|
Deferred charges, net
|
4
|
|
|
|||||||||
| Investment in related party |
3(c) | |||||||||||
| Investment in debt securities, non current |
13 |
|||||||||||
|
Equity method investments
|
10 | |||||||||||
|
Equity method investments measured at fair value (related party)
|
10 |
|||||||||||
|
Equity investments
|
12(b),15 | |||||||||||
|
Goodwill
|
9 | |||||||||||
|
Intangible assets, net
|
8 |
|||||||||||
|
Operating lease right-of-use assets
|
16 | |||||||||||
|
Deferred tax assets
|
24 | |||||||||||
| Derivative assets |
15 | |||||||||||
|
Total non-current assets
|
|
|
||||||||||
|
Total assets
|
$ | $ | ||||||||||
|
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
|
||||||||||||
|
CURRENT LIABILITIES:
|
||||||||||||
|
Current portion of long-term debt, net
|
11 |
|
|
|||||||||
| Current portion of financial liabilities, net |
11 |
|||||||||||
|
Accounts payable
|
|
|
||||||||||
|
Deferred revenue
|
|
|
||||||||||
|
Accrued liabilities
|
|
|
||||||||||
| 3 | ||||||||||||
|
Derivative liabilities
|
15 |
|||||||||||
|
Operating lease liabilities
|
16 | |||||||||||
|
Income tax payable
|
24 |
|||||||||||
|
Total current liabilities
|
|
|
||||||||||
|
NON-CURRENT LIABILITIES:
|
||||||||||||
|
Long-term debt, net
|
11
|
|||||||||||
| Long‐term financial liabilities, net |
11 |
|||||||||||
| Fair value of acquired charter |
5 |
|||||||||||
|
Other accrued liabilities
|
||||||||||||
|
Operating lease liabilities
|
16 |
|||||||||||
|
Deferred tax liabilities
|
24 |
|||||||||||
|
Total non-current liabilities
|
|
|||||||||||
| Commitments and contingencies |
17 |
|||||||||||
| MEZZANINE EQUITY: |
||||||||||||
|
|
||||||||||||
| Total mezzanine equity |
14 |
|||||||||||
|
SHAREHOLDERS’ EQUITY:
|
||||||||||||
|
Common shares, $
|
14
|
|
|
|||||||||
|
Preferred shares, $
|
14
|
|
|
|||||||||
|
Additional paid-in capital
|
14 |
|
|
|||||||||
|
Retained earnings
|
|
|
||||||||||
|
Accumulated other comprehensive 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.
|
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UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the six months ended June 30, 2025 and 2026
|
|
(Expressed in U.S. Dollars – except for share data)
|
|
Six Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||
|
|
Note
|
2025
|
2026
|
|||||||||
|
REVENUES:
|
||||||||||||
|
Time charter revenues
|
5,19 |
$
|
|
$
|
|
|||||||
|
Pool revenues
|
19 | |||||||||||
|
Total vessel revenues
|
|
|
||||||||||
|
Revenue from services (including $
|
19 | |||||||||||
|
Total revenues
|
||||||||||||
|
EXPENSES:
|
||||||||||||
|
Voyage expenses (including $
|
3,20
|
(
|
)
|
(
|
)
|
|||||||
|
Vessel operating expenses
|
20
|
(
|
)
|
(
|
)
|
|||||||
|
Cost of revenue from services (exclusive of depreciation and amortization shown separately below) (including $
|
3,22 |
( |
) | ( |
) | |||||||
|
Management fees to related parties
|
3
|
(
|
)
|
(
|
)
|
|||||||
|
Depreciation and amortization
|
4,6,7,8
|
(
|
)
|
(
|
)
|
|||||||
|
Loss on vessels held for sale (including $
|
( |
) | ||||||||||
|
(Provision) / recovery of provision for doubtful accounts
|
( |
) | ||||||||||
|
General and administrative expenses (including $
|
3, 21
|
( |
) | ( |
) | |||||||
|
Net loss on sale of vessels (including $
|
( |
) | ||||||||||
|
Total expenses, net
|
( |
) |
(
|
)
|
||||||||
|
Other operating income (expense):
|
||||||||||||
|
Net gain on disposition of assets
|
||||||||||||
|
Net gain / (loss) from equity method investments
|
10 | ( |
) | |||||||||
|
Net (loss) / gain from equity method investments measured at fair value
|
10 | ( |
) | |||||||||
|
Total other operating income / (expense)
|
( |
) | ||||||||||
|
Operating (loss) / income
|
( |
) | ||||||||||
|
OTHER INCOME/(EXPENSES):
|
||||||||||||
|
Interest and finance costs (including $
|
3,23
|
(
|
)
|
(
|
)
|
|||||||
|
Interest income
|
|
|
||||||||||
|
Foreign exchange (loss) / gain
|
(
|
)
|
|
|||||||||
|
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 |
|||||||||||
| Gain on debt securities |
13 | |||||||||||
|
Other, net
|
||||||||||||
|
Total other income / (expenses), net
|
|
|
||||||||||
|
Net (loss) / income, before taxes
|
$
|
(
|
)
|
$
|
|
|||||||
|
Income taxes
|
24 |
( |
) | ( |
) | |||||||
|
Net (loss) / income
|
( |
) | ||||||||||
|
Less: Net loss / (income) attributable to the non-controlling interest
|
( |
) | ||||||||||
|
Net (loss) / income attributable to Castor Maritime Inc.
|
( |
) | ||||||||||
| Dividend on Series D Preferred Shares | 14 |
( |
) | ( |
) | |||||||
| Deemed dividend on Series D Preferred Shares | 14 | ( |
) | ( |
) | |||||||
|
Net (loss) / income attributable to common shareholders of Castor Maritime Inc.
|
( |
) | ||||||||||
|
Other comprehensive income /
(loss):
|
||||||||||||
|
Foreign currency translation
|
( |
) | ||||||||||
|
Net cash flow hedges
|
( |
) | ||||||||||
|
Other comprehensive income / (loss)
|
( |
) | ||||||||||
|
Other comprehensive (income) / loss attributable to noncontrolling interests
|
( |
) | ||||||||||
|
Other comprehensive income / (loss) attributable to Castor Maritime Inc.
|
( |
) | ||||||||||
|
Total comprehensive income
|
||||||||||||
|
Comprehensive income attributable to noncontrolling interests
|
( |
) | ( |
) | ||||||||
|
Total comprehensive income attributable to Castor Maritime Inc.
|
||||||||||||
|
(Loss) / earnings per common share, basic attributable to Castor Maritime Inc. common shareholders
|
18
|
( |
) | |||||||||
|
(Loss) / earnings per common share, diluted attributable to Castor Maritime Inc. common shareholders
|
18 | ( |
) | |||||||||
|
Weighted average number of common shares, basic
|
18 | |||||||||||
|
Weighted average number of common shares, diluted
|
18 | |||||||||||
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, 2025, and 2026
|
|
(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, 2024
|
|
|
|
|
|
( |
) |
|
|
|
||||||||||||||||||||||||||||||||||
|
- Dividend on Series D Preferred Shares
|
—
|
—
|
|
|
(
|
)
|
( |
) |
(
|
)
|
—
|
—
|
||||||||||||||||||||||||||||||||
|
- Deemed dividend on Series D Preferred Shares
|
—
|
—
|
|
|
(
|
)
|
( |
) |
(
|
)
|
—
|
|
||||||||||||||||||||||||||||||||
|
- Dividends to noncontrolling interests
|
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||||||||||||||||||
|
- Changes in Ownership of Subsidiary Without Loss of Control
|
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||||||||||||||||||
|
- Share-based compensation
|
— | — | — | — | ||||||||||||||||||||||||||||||||||||||||
|
- Other comprehensive income
|
— | — | — | — | ||||||||||||||||||||||||||||||||||||||||
|
- Net loss
|
—
|
—
|
|
|
(
|
)
|
( |
) | ( |
) |
(
|
)
|
—
|
—
|
||||||||||||||||||||||||||||||
|
Balance, June 30, 2025
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 |
||||||||||||||||||||||||||||||||||||||||||||
|
- Dividend on Series D Preferred Shares (Note 14)
|
— | — | ( |
) | ( |
) | ( |
) | — | — | ||||||||||||||||||||||||||||||||||
|
- Deemed dividend on Series D Preferred Shares (Note 14)
|
— | — | ( |
) | ( |
) | ( |
) | — | |||||||||||||||||||||||||||||||||||
|
- First-time consolidation effects (Note 14)
|
— | — | — | — | ||||||||||||||||||||||||||||||||||||||||
|
- Transactions with non-controlling interest (Note 14)
|
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||||||||||||||||||
|
- Share-based compensation (Note 25)
|
— | — | — | — | ||||||||||||||||||||||||||||||||||||||||
|
- Other comprehensive loss
|
— | — | ( |
) | ( |
) | ( |
) | ( |
) | — | — | ||||||||||||||||||||||||||||||||
| - Net income |
— | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 |
||||||||||||||||||||||||||||||||||||||||||||
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, 2025, and 2026
(Expressed in U.S. Dollars)
|
|
|
Six Months Ended
June 30,
|
|||||||||||
|
|
Note |
2025
|
2026
|
|||||||||
|
Cash Flows (used in) / provided
by Operating Activities:
|
||||||||||||
|
Net (loss) / income, net of taxes
|
$
|
(
|
)
|
$
|
|
|||||||
|
Adjustments to reconcile net (loss) / income to net cash (used in) / provided by
Operating Activities:
|
||||||||||||
|
Depreciation and amortization
|
4,6,7,8
|
|
|
|||||||||
|
Amortization and write-off of deferred finance charges
|
3,23
|
|
|
|||||||||
|
Amortization of fair value of acquired time charters
|
5
|
|
(
|
)
|
||||||||
| Straight line amortization of hire |
( |
) | ||||||||||
| Net loss on sale of vessels |
|
|
||||||||||
| Loss on vessels held for sale |
||||||||||||
| Provision / (recovery) of provision for doubtful accounts |
( |
) | ||||||||||
| Share-based compensation |
21,25
|
|||||||||||
| Non-cash compensation (transfer of shares) |
||||||||||||
| Net gain on dispositions of assets |
( |
) | ( |
) | ||||||||
| Unrealized (gain) / loss from equity method investments |
10 | ( |
) | |||||||||
| Unrealized loss / (gain) 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 / (gain) from equity method investments |
10 | ( |
) | |||||||||
|
Unrealized (gain) / loss on equity securities
|
12
|
(
|
)
|
|
||||||||
|
Realized loss / (gain) on sale of equity securities
|
12
|
|
(
|
)
|
||||||||
| Unrealized loss on debt securities | 13 |
|||||||||||
| Amortization of bonds’ premium discount | ( |
) | ||||||||||
| Non-cash effects from translation to reporting currency |
( |
) | ||||||||||
|
Adjustments for non-cash finance costs
|
|
|
||||||||||
| Deferred income taxes | ||||||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accounts receivable trade
|
(
|
)
|
(
|
)
|
||||||||
|
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 (used in) / provided by Operating Activities
|
(
|
)
|
|
|||||||||
|
|
||||||||||||
|
Cash flow provided by / (used in) Investing Activities:
|
||||||||||||
| Vessel acquisitions and other vessel improvements |
6
|
(
|
)
|
(
|
)
|
|||||||
| Net proceeds from sale of vessels |
6
|
|||||||||||
| Acquisitions of property and equipment, net |
7
|
( |
) | ( |
) | |||||||
| Net proceeds from dispositions of long term assets | ||||||||||||
| Purchase of equity securities |
12
|
( |
) | |||||||||
| Proceeds from sale of equity securities | 12 |
|||||||||||
| Purchase of debt securities | ( |
) | ||||||||||
| Payments for acquisition of equity method investments |
10
|
( |
) | ( |
) | |||||||
|
Return of invested capital from and payments received from
disposition of equity method investments
|
10 |
|
||||||||||
| Payments for acquisition of equity investments | ( |
) | ||||||||||
| Proceeds from disposition of equity investments |
|
|
||||||||||
|
Net cash provided by / (used in) Investing Activities
|
|
(
|
)
|
|||||||||
|
|
||||||||||||
|
Cash flows provided by / (used in) Financing Activities:
|
||||||||||||
| Dividends paid on Series D Preferred Shares |
14
|
( |
) | ( |
) | |||||||
| Proceeds from long-term debt |
11
|
|||||||||||
| Repayment of long-term debt (including related party) |
3, 11
|
(
|
)
|
(
|
)
|
|||||||
| Proceeds from long term financial liability | 11 | |||||||||||
| Repayment of long-term financial liability | 11 | ( |
) | |||||||||
|
Payment of deferred financing costs
|
(
|
)
|
(
|
)
|
||||||||
| Cash dividends paid to noncontrolling interests |
( |
) | ||||||||||
| Transactions/distributions with non-controlling interest | ( |
) | ||||||||||
|
Net cash used in Financing Activities
|
(
|
)
|
(
|
)
|
||||||||
|
|
||||||||||||
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
( |
) | ||||||||||
|
Net 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, 2026, 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.
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.
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, 2026, the Company owned a diversified fleet of 11
vessels, with a combined carrying capacity of 0.8 million dwt, consisting of six Kamsarmax, three Panamax and one Ultramax dry bulk vessels, as well as one 1,850 TEU
containership. Castor is also the majority shareholder of the Frankfurt-listed asset manager MPC Münchmeyer Petersen Capital AG (“MPC Capital”). 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.
As of June 30, 2026, Castor had 37 wholly-owned subsidiaries incorporated in the Republic of the Marshall Islands, one
wholly-owned subsidiary incorporated in the Republic of Cyprus and one wholly-owned subsidiary incorporated in Germany. In addition,
as of June 30, 2026, Castor had 74 majority-owned subsidiaries incorporated in Germany, two majority-owned subsidiaries incorporated in the Netherlands and one
During the six months
ended June 30, 2026, 13 majority-owned subsidiaries that were previously consolidated by the Company were
dissolved and, as a result, were removed from the scope of consolidation. The dissolutions were administrative in nature and did not result in any material cash payments, proceeds, or distributions to the Company. Additionally, no significant
gains or losses were recognized in connection with these dissolutions, as the carrying amounts of the entities’ net assets were not material at the time of dissolution.
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 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, 2025, filed with the SEC on April 15,
2026 (the “2025 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 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, 2026, are not necessarily
indicative of the results that might be expected for the fiscal year ending December 31, 2026.
| 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, 2025, included in the Company’s 2025 Annual Report. During the six-month period ended June 30,
2026, except for the recent accounting pronouncements described below, there were no other significant changes to the Company’s significant accounting policies or recent accounting
pronouncements issued that the Company expects to have a potential impact on its consolidated financial statements.
Recent Accounting Pronouncements:
In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505): Initial
Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock. The amendments in this update require entities to initially measure paid-in-kind (“PIK”) dividends on equity-classified preferred stock using the PIK
dividend rate stated in the preferred stock agreement, rather than at fair value. The ASU is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption
permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes guidance for the recognition, measurement, presentation and disclosure of environmental credits and related environmental credit obligations. The amendments are effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual reporting periods, with early adoption permitted, and are required to be applied retrospectively. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and related disclosures.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes guidance for the recognition, measurement, presentation and disclosure of environmental credits and related environmental credit obligations. The amendments are effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual reporting periods, with early adoption permitted, and are required to be applied retrospectively. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and related disclosures.
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)
| 3. |
Transactions with Related Parties:
|
As of December 31, 2025, and June 30, 2026, balances with
related parties consisted of the following:
|
|
December 31,
2025
|
June 30,
2026
|
||||||
|
Assets:
|
||||||||
|
Due from Castor Ships (a) – current
|
$ | $ | ||||||
|
Due from Castor Ships (a) – non-current
|
||||||||
|
Investment in Toro (c) – non-current
|
||||||||
|
Due from related parties (MPC Capital) (f) - current
|
||||||||
|
|
||||||||
|
Liabilities:
|
||||||||
|
Due to Toro (d) – current
|
||||||||
|
Due to related parties (MPC Capital) (f) - current
|
$ | $ | ||||||
(a) Castor Ships:
For a further description of the services provided by, and transactions with, Castor Ships prior to January 1, 2026, please refer to Note
4(a) to the consolidated financial statements for the year ended December 31, 2025, included in the Company’s 2025 Annual Report.
As of June 30, 2026, in accordance with the provisions of the Amended Castor Ship Management Agreements (as defined in the 2025 Annual Report), Castor Ships performs exclusively the commercial and technical
management of the entire fleet, while certain aspects of the management of a number of the Company’s vessels are subcontracted to related or third-party managers. Castor Ships may choose to subcontract some of its provided services to
other parties at its discretion. Castor Ships pays, at its own expense, the third-party management companies a fee for the services it has subcontracted to each such company without any additional cost to the Company.
During the six months ended June 30, 2025 and 2026, Castor Ships charged and collected the following
fees and commissions: (i) management fees amounting to $1,641,843 and $1,785,924 , respectively, (ii) charter hire commissions amounting to $746,633
and $902,631 , respectively, (iii) sale and purchase commissions of $473,000
due to the sale of two Panamax vessels and two containership vessels in the six months ended June 30, 2025, which
are included in ‘Net loss on sale of vessels’ and ‘Loss on vessels held for sale’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income, and $794,200 (A) due to the acquisitions of the M/V Magic Saturn and M/V Magic Jupiter (Note 6) in
the six months ended June 30, 2026, which are included in ‘Vessels, net’ in the accompanying unaudited condensed consolidated balance sheet and (B) of which $0.4 million represents commissions payable by Harper Petersen Hamburg (a majority-owned subsidiary) to Castor Ships for co-brokerage services rendered in connection with the
acquisition of the vessel M/V Magic Jupiter in June 2026 reflected in ‘Due to related parties,’ and (iv) for the six months ended June 30, 2025, sale and purchase brokerage commissions of $493,992 for
other listed equity securities which are included in ‘Interest and Finance costs’ and for the six months ended June 30, 2026, sale and purchase brokerage commissions of $345,065 for other listed equity securities and $156,000 for the sale
and leaseback transaction (Note 11), which are included in ‘Interest and Finance costs’ and ‘Deferred Loan Fees,’ respectively.
During the six months ended June
30, 2025, and 2026, the flat management fees amounted to $1,648,570 and $1,691,764 , respectively, and are included in ‘General and administrative expenses’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.
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)
| 3. |
Transactions with Related Parties (continued):
|
The Ship Management Agreements (as defined in the 2025 Annual Report) 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 if a vessel is no longer
under Castor Ship’s management. As of December 31, 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, M/V Magic Callisto and M/V Magic Eclipse that were sold on January 22, 2025, May 7, 2025, April 28, 2025 and March 24, 2025, respectively. As of June 30, 2026, such advances amounted to $2,893,839 , and are
presented in ‘Due from related parties, non-current’ in the accompanying unaudited condensed consolidated balance sheet.
In connection with the subcontracting services rendered by the third-party/related party
ship-management companies, the Company had, as of December 31, 2025, and June 30, 2026, aggregate working capital guarantee deposits due from Castor Ships of $1,714,772 and $625,977 ,
respectively, which are presented in ‘Due from related parties, current’ in the accompanying unaudited condensed consolidated balance sheets.
As of December 31, 2025 and June 30, 2026, net amounts of $5,987,559 and
$5,194,568 were due from Castor Ships in relation to advances for operating expenses and drydock payments made by the Company to
Castor Ships.
Further, as of December 31, 2025, and June 30, 2026, 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, to certain dry-bulk vessel owning subsidiaries with the same range of technical management services it provided prior to the Company’s entry into the Amended and Restated Management Agreement, in exchange for the previously agreed daily management fee of $
As of December 31, 2025, all ship management agreements between the Company and Pavimar have been terminated. During the six months ended
June 30, 2025 and 2026, management fees paid to Pavimar amounted to $646,800 , and $0 , respectively. As of December 31, 2025 and June 30, 2026, there are no
(c) Investment in related party:
As discussed in Note 1 of the 2025 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 fourth
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
2025 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 .
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)
| 3. |
Transactions with Related Parties (continued):
|
As of December 31, 2025 and June 30, 2026, the aggregate value of investments in Toro amounted to $117,521,579 299,444
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, 2025, and 2026, dividend income derived from the
Company’s investment in Toro amounted to $703,889 , and $700,000 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, 2025 and 2026, the Company received dividends of $700,000 from its investment in Toro in each period.
(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 2025 Annual Report. The amounts of accrued dividend on the Series D Preferred Shares due to Toro as of December 31, 2025, and as of June 30, 2026 were $1,069,444
(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.
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.
F-10
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 3. |
Transactions with Related Parties (continued):
|
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, 2025, and 2026, amounted
to $1,771,836 , and $0
respectively, and is included in “Interest and finance costs” (Note 23) 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) 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.
|
Revenue from services with related parties
|
Six months
ended
June 30, 2025
|
Six months
ended
June 30, 2026
|
||||||
|
MPC Container Ships ASA
|
$
|
|
$ | |||||
| Wilhelmsen
Ahrenkiel Ship Management GmbH & Co. KG |
||||||||
| MPC Energy Solutions N.V. |
||||||||
| MPC
Caribbean Clean Energy Limited |
||||||||
| Other |
||||||||
|
Total
|
$
|
|
$ | |||||
As of December 31, 2025 and June 30, 2026, material related party relationships, include the following:
MPC Container Ships ASA
MPC Capital holds approximately 16.7 % of the shares in MPC Container Ships ASA (“MPCC”). Additionally, Castor’s subsidiary, MPCC CSI LTD., a company affiliated with MPC Capital, holds 3.44 % of the shares in MPCC. MPCC is an equity method investment of the Company and, together with its subsidiaries, is considered a related party
of the Company. The Company provides corporate management and ship management services to MPCC and its subsidiaries.
The outstanding amounts for MPCC exclusively relate to receivables for services rendered and amounted to $333,063 and $812,673 as of December
31, 2025 and June 30, 2026, respectively, and are included in ‘Due from related parties’ in the accompanying unaudited condensed consolidated balance sheets.
Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG
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 amounts of $1,764,465 and $1,711,020 as of December 31, 2025 and June 30, 2026, respectively, and other receivables in the amounts of $9,506 and $7,777 as of December 31, 2025 and June 30, 2026, respectively,
and are included in ‘Due from related parties’ in the accompanying unaudited condensed consolidated balance sheets.
F-11
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 3. |
Transactions with Related Parties (continued):
|
MPC Energy Solutions N.V.
MPC Capital holds around 20.5 % of the shares in MPC Energy Solutions N.V. MPC Energy Solutions N.V. is an equity method investment of the Company and, together with its subsidiaries, is considered a related
party of the Company. The Company provides corporate management and asset management services to MPC Energy Solutions N.V. and its subsidiaries.
The outstanding amounts for services performed for MPC Energy Solutions N.V.
and its subsidiaries, included in ‘Due from related parties’ in the accompanying unaudited condensed consolidated balance sheets, amount to $73,521
and $57,992 as of December 31, 2025 and June 30, 2026, respectively.
MPC Caribbean Clean Energy Limited
MPC Capital holds around 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. The Company 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 unaudited condensed consolidated balance sheets, amount to $48,219 and $40,265 as of December 31, 2025 and June 30, 2026, respectively.
| 4. |
Deferred Charges, net:
|
The movement in
deferred dry-docking costs, net in the accompanying unaudited condensed consolidated balance sheets is as follows:
|
|
Dry-docking costs
|
|||
|
Balance December 31, 2025
|
$
|
|
||
|
Additions
|
|
|||
|
Amortization
|
(
|
)
|
||
|
Balance June 30, 2026
|
$
|
|
||
During the six months
ended June 30, 2026, two of the Company’s dry bulk carrier vessels (the M/V Magic Pluto and M/V
Magic Thunder) 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.
In connection
with the acquisition in June 2026 of the M/V Magic Saturn with time charter attached, the Company recognized intangible liabilities of $200,815 representing the fair value of the unfavorable time charter attached to the vessel. The M/V Magic Saturn attached charter commenced
upon the vessel’s delivery, on June 29, 2026 and will be concluded within the third quarter of 2027. The aggregate unamortized portion as of June 30, 2026, amounted to $200,181 .
For the six months ended June 30, 2025 and 2026, the amortization of the acquired time charters amounted to $119,733 and $(634 ), respectively, and is included in ‘Time charter
revenues’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.
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)
| 6. |
Vessels, net:
|
(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, 2025
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
— Acquisitions, improvements, and other vessel costs
|
— | |||||||||||
|
— Period depreciation
|
— |
(
|
)
|
(
|
)
|
|||||||
|
Balance June 30, 2026
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
(b) Vessel Acquisitions and other Capital Expenditures
On June 19, 2026, the Company entered into an agreement with an unaffiliated third party to acquire a 2023-built modern-eco Kamsarmax bulk
carrier, the M/V Magic Jupiter, for a purchase price of $37.5
million. The M/V Magic Jupiter was delivered to the Company on June 29, 2026. The acquisition was financed in its entirety with cash on hand.
On June 26, 2026, the Company entered into an agreement with an unaffiliated third party to acquire a 2024-built modern-eco Kamsarmax bulk
carrier, the M/V Magic Saturn, for a purchase price of $41.9
million. The M/V Magic Saturn was delivered to the Company on June 29, 2026. The acquisition was financed in its entirety with cash on hand.
During the six months ended June 30, 2026, the Company incurred aggregate vessel improvement costs of $0.2 million mainly related to the installation of new equipment pursuant to environmental regulations.
Consistent with prior practices, the Company reviewed all its vessels for impairment, and no
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)
| 7. |
Property, Plant and Equipment, net:
|
The following table shows the Company’s net property, plant and equipment by major asset classes as of December 31, 2025 and June 30, 2026.
|
Period Ended
|
||||||||
|
December 31,
2025
|
June 30,
2026
|
|||||||
|
Wind turbines
|
$
|
|
$
|
|
||||
| Leasehold improvements |
||||||||
|
Office Furniture
|
|
|
||||||
|
Other fixtures and fittings, office equipment
|
|
|
||||||
|
Property, plant and equipment, net
|
$
|
|
$
|
|
||||
Property, plant and equipment includes a wind farm located
in Germany, operated by the Company’s subsidiary Energiepark Heringen-Philippsthal WP HP GmbH & Co, KG (“EP Heringen”). This 11.4
MW wind farm consists of two Nordex N-149 wind turbine generators with a hub height of 164 meters and a rotor blade wing span of 149
meters.
Following the reclassification of EP Heringen’s property,
plant and equipment from assets held for sale (as of December 31, 2024) to property, plant and equipment in the consolidated balance sheet as of December 31, 2025, depreciation for this asset recommenced.
Leasehold improvements mainly relate to the MPC Capital
Hamburg office. Total depreciation recognized in the unaudited interim condensed consolidated statement of comprehensive income amounted to $157,280
and $735,948 for the six months ended June 30, 2025 and 2026, respectively.
The following tables reflect the gross carrying amount and
accumulated depreciation as of June, 30 2026:
|
Period Ended
June 30, 2026
|
||||||||||||
|
Gross
carrying
amount
|
Accumulated
depreciation
|
Net
Carrying
amount
|
||||||||||
|
Wind turbines
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
Leasehold improvements
|
|
(
|
)
|
|
||||||||
|
Office furniture
|
|
(
|
)
|
|
||||||||
|
Other fixtures and fittings, office equipment
|
|
(
|
)
|
|
||||||||
|
Property, plant and equipment, net
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
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)
| 8. |
Intangible Assets, net:
|
The following table shows the Company’s intangible assets by
major asset classes as of December 31, 2025 and June 30, 2026:
|
Period Ended
|
||||||||
|
December 31,
2025
|
June 30,
2026
|
|||||||
|
Brand
|
$
|
|
$
|
|
||||
|
Customer relationship
|
|
|
||||||
|
Order backlog
|
|
|
||||||
|
Favorable contract
|
|
|
||||||
|
Concessions
|
|
|
||||||
|
Intangible assets, net
|
$
|
|
$
|
|
||||
The following table reflects the gross carrying amount and
accumulated amortization as of June 30, 2026:
|
Gross carrying
amount
|
Accumulated
amortization
|
Net carrying
amount
|
||||||||||
|
Brand
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
Customer relationship
|
|
(
|
)
|
|
||||||||
|
Order backlog
|
|
(
|
)
|
|
||||||||
|
Favorable contract
|
|
(
|
)
|
|
||||||||
|
Concessions
|
|
(
|
)
|
|
||||||||
|
Total intangible assets
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
For the six months ended June 30, 2025 and 2026, total
amortization of $992,635 and $1,129,660
was recorded, respectively. The net exchange difference was $(810,609 ). The estimated aggregate annual amortization expense for the five
succeeding fiscal years is $2,259,321 15.3 years.
| 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.
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)
| 9. |
Goodwill (continued):
|
The changes in the carrying amount of goodwill for the six-month period ended June
30, 2026 are as follows:
|
Balance as of December 31, 2025
|
$
|
|
||
|
Net exchange differences during the period
|
(
|
)
|
||
|
Balance as of June 30, 2026
|
$
|
|
In December 2025, the valuation processes related to the acquisition of MPC Capital
were completed. The purchase price allocation has been finalized to reflect all facts and circumstances that existed as of the acquisition date.
| 10. |
Equity method investments:
|
The Company holds investments in certain companies that are accounted for pursuant
to the equity method. As of December 31, 2025 and June 30, 2026, the Company held the following ownership interests in the outstanding common stock of entities:
| Period Ended |
||||||||||||||||
| December 31, 2025 |
June 30, 2026 |
|||||||||||||||
|
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
|
% |
|
%
|
|
||||||||||||
|
Rio Jul Beteiligungs GmbH & Co. KG, Hamburg
|
% | - | ||||||||||||||
|
MPC Storm Maritime Opportunities GmbH & Co. KG
|
- | % | ||||||||||||||
|
Other (i)
|
- |
-
|
|
|||||||||||||
|
Total
|
- |
$ |
-
|
$
|
|
|||||||||||
|
(i)
|
|
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)
| 10. |
Equity method investments (continued):
|
The equity method investments developed as follows during the six months ended June 30, 2026:
|
Balance as of December 31, 2025
|
$ | |||
|
Acquisitions
|
||||
|
Equity method result
|
( |
) | ||
|
Distributions
|
( |
) | ||
|
Transfers / Other
|
||||
|
Net exchange differences during the period
|
( |
) | ||
|
Balance as of June 30, 2026
|
$ |
In March 2026, the
Company started investing in MPC Storm Maritime Opportunities GmbH & Co. KG, Hamburg (“MPC Storm”). In the six months ended June 30, 2026, the Company’s investment amounted to $3,055,431 . MPC Storm is an investment platform that will target opportunities in dry bulk, tanker, container and offshore shipping.
Distributions were received from the unwinding of the operational business in Rio Jul Beteiligungs GmbH & Co. KG, Hamburg ($2,806,526 ), Rio Kobe Beteiligungsgesellschaft mbH & Co. KG, Hamburg ($1,080,654 ), and Topeka MPC Maritime AS, Oslo / Norway ($1,815,517 ).
These distributions were recognized as a return of capital, which consequently reduced the carrying amount of the respective investments.
As of December 31, 2025 and June 30, 2026, 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, 2025 |
June 30, 2026
|
|||||||||||||||
|
Equity method investments measured at fair value
|
Ownership
interest
|
Carrying amount |
Ownership
interest
|
Carrying
amount |
||||||||||||
|
MPC Container Ships ASA
|
% | $ |
|
%
|
$
|
|
||||||||||
|
MPC Energy Solutions N.V.
|
% |
|
%
|
|
||||||||||||
|
Total
|
$ |
-
|
$
|
|
||||||||||||
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)
| 10. |
Equity method investments (continued):
|
|
|
Equity method
investments
measured at
fair value
|
|||
|
Balance December 31, 2025
|
$
|
|
||
|
First time consolidation (2)
|
|
|||
|
Unrealized gain on equity method
investments revalued at fair value at end of the period
|
|
|||
|
Unrealized foreign exchange gain from
equity method investments measured at fair value (1i)
|
|
|||
|
Unrealized foreign exchange loss from equity method investments measured at fair value – OCI portion- (1ii)
|
( |
) | ||
| Balance June 30, 2026 |
$ | |||
|
(1)
|
|
|
(2)
|
|
MPC CSI GmbH (“MPC CSI”) was established for the purpose of
acquiring and holding equity interests in MPCC and managing such investment on behalf of its shareholders.
On January 1, 2026, the Company obtained a controlling
financial interest in MPC CSI as a result of the termination of a voting agreement between the Company and a third-party shareholder in MPC CSI. Prior to the termination of the voting agreement, the Company held (directly and indirectly) 82.19 % of the equity interest in MPC CSI but did not have a controlling financial interest. No additional equity interest was acquired and no consideration was
transferred in connection with obtaining control. Accordingly, the Company consolidated MPC CSI as of January 1, 2026. At the date the Company obtained control, MPC CSI’s principal asset was its equity method investment in MPCC, for which the
Company applies the fair value option, amounting to $130.0 million. The investment in MPCC continues to be accounted for as an equity
method investment measured at fair value in the consolidated financial statements. However, following the initial consolidation, the Company reflects 100 %
of the equity method investment in MPCC.
The following table summarizes the fair values of the assets
acquired and liabilities assumed at January 1, 2026:
|
Identifiable net assets
|
||||
|
Equity method investments measured at fair value
|
$
|
|
||
|
Net current assets
|
|
|||
|
$
|
|
|||
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)
| 10. |
Equity method investments (continued):
|
The Company recognized a gain of $649,528 as a result of remeasuring its prior equity method investment before the initial consolidation. The gain is included in the line item “Other,
net” in the unaudited interim condensed consolidated statements of comprehensive income.
As part of the pushdown accounting as discussed in Note 8 in the 2025 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 N.V. For the six months ended June 30, 2026, a net gain in the amount of $ 69,385,123 is attributed to MPC Container Ships ASA and a net gain in the amount of $215,405 is associated with MPC Energy Solutions N.V. Both amounts are recorded in net loss / (gain) from equity method investments measured at
fair value in the unaudited interim condensed consolidated statements of comprehensive income. Furthermore, as of June 30, 2025 and 2026, the Company received dividends amounting to $10,610,587 and $7,837,525 from MPC Container Ships ASA. The entire
net gain / (loss) from equity method investments during the reporting periods 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.
|
MPC Container Ships ASA (in thousands)
|
June 30, 2026
|
|||
|
Current assets
|
$
|
|
||
|
Non-current assets
|
|
|||
|
Current liabilities
|
|
|||
|
Non-current liabilities
|
|
|||
|
Market value (June 30, 2026)
|
|
|||
|
Revenue
|
|
|||
|
Net income
|
|
|||
|
Total comprehensive income
|
$
|
|
||
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)
| 11. |
Long-Term Debt:
|
The amount of long-term debt shown in the accompanying
unaudited condensed consolidated balance sheets of December 31, 2025 and June 30, 2026, is analyzed as follows:
|
|
Period Ended
|
|||||||
| Loan facilities |
December 31,
2025
|
June 30,
2026
|
||||||
| $ |
||||||||
| € |
||||||||
| € |
||||||||
| € |
||||||||
|
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
|
$
|
|
$
|
|
||||
Details of the Company’s senior secured credit facilities are discussed in Note 12 to the consolidated financial statements for the year
ended December 31, 2025, included in the Company’s 2025 Annual Report, and are supplemented by the below new activities within the six-month period ended June 30, 2026.
a. $50.0 Million Term Loan Facility
On
June 30, 2026, the Company voluntarily prepaid $22.3 million of the outstanding principal under the $50.0 million sustainability-linked senior term loan facility dated October 13, 2025, with Alpha Bank S.A., which is secured by four dry bulk vessels. Following the prepayment, the outstanding principal balance under the facility was $25.8 million. The facility’s repayment schedule was adjusted accordingly.
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)
| 11. |
Long-Term Debt (continued):
|
The annual principal payments for the Company’s outstanding debt arrangements as of June 30, 2026, required to be made after the balance
sheet date, are as follows:
|
Twelve-month period ending June 30,
|
Amount
|
|||
|
2027
|
$
|
|
||
|
2028
|
|
|||
|
2029
|
|
|||
|
2030
|
||||
|
2031 and thereafter
|
||||
|
Total long-term debt
|
$
|
|
||
| Less: unamortized debt discount |
( |
) | ||
| Less: current portion of long-term debt |
( |
) | ||
| Long-term debt, non-current |
$ | |||
The weighted average interest rate on the Company’s long-term debt for the six months ended June 30, 2026, was 1.64 %.
Total interest incurred on long-term debt for the six months ended June 30, 2025 and 2026 amounted to $0.3 million and $0.5 million,
respectively, and is included in Interest and finance costs (Note 23) in the accompanying unaudited interim condensed consolidated statements of comprehensive income.
| (b) |
Financial Liabilities
|
The amount of financial liabilities shown in the accompanying unaudited
condensed consolidated balance sheets of December 31, 2025 and June 30, 2026, is analyzed as follows:
|
Period Ended
|
||||||||
|
Financial Liabilities
|
December 31,
2025
|
June 30,
2026
|
||||||
|
M/V Magic Thunder Sale and Leaseback
|
$
|
|
$
|
|
||||
|
M/V Magic Perseus Sale and Leaseback
|
|
|
||||||
|
Total long-term financial liabilities
|
$
|
|
$
|
|
||||
|
Less: Deferred financing costs
|
(
|
)
|
(
|
)
|
||||
|
Total long‐term financial liabilities, net of deferred finance costs
|
$
|
|
$
|
|
||||
|
Presented:
|
||||||||
|
Current portion of long-term financial liabilities
|
$
|
|
$
|
|
||||
|
Less: Current portion of deferred finance costs
|
(
|
)
|
(
|
)
|
||||
|
Current portion of long‐term financial liabilities, net of deferred finance costs
|
$
|
|
$
|
|
||||
|
Non-Current portion of long‐term financial liabilities
|
|
|
||||||
|
Less: Non-Current portion of deferred finance costs
|
(
|
)
|
(
|
)
|
||||
|
Non-Current portion of long‐term financial liabilities, net of deferred finance costs
|
$
|
|
$
|
|
||||
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)
|
11.
|
Long-Term Debt (continued):
|
Details of the Company’s other financial liabilities are discussed in Note 12 of the consolidated financial
statements for the year ended December 31, 2025, included in the Company’s 2025 Annual Report on Form 20-F filed with the SEC on April 15, 2026.
As of June 30, 2026, the Company had two sale and leaseback arrangements with unaffiliated Japanese counterparties relating to the M/V Magic Thunder and M/V Magic Perseus.
The Company determined that, under ASC 842-40 Sale and Leaseback Transactions, both vessel transactions are failed sales and, consequently, the assets were not derecognized from the financial statements and the proceeds from the sale of the
vessels were accounted for as financial liabilities. As of June 30, 2026, the weighted average remaining lease term was approximately 7.6 5.82
Total
interest incurred on financial liabilities for the six months ended June 30, 2025 and 2026 amounted to $0 and $0.8 million, respectively, and is included in Interest and finance costs (Note 23) in the accompanying unaudited interim condensed
consolidated statements of comprehensive income.
As of June 30, 2026, and throughout the term of the leases, the Company has annual financial liabilities as shown in
the table below:
|
Twelve-month period ending June 30,
|
Amount
|
|||
|
2027
|
$
|
|
||
|
2028
|
|
|||
|
2029
|
|
|||
|
2030
|
|
|||
|
2031 and thereafter
|
|
|||
|
Total long-term financial liabilities
|
$
|
|
||
|
12.
|
Investment in equity securities/Equity Investments:
|
(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, 2026 is presented in the
table below:
|
Equity securities
|
||||
|
Balance December 31, 2025
|
$
|
|
||
| Proceeds from sale of equity securities |
( |
) | ||
| Realized gain on sale of equity securities |
||||
|
Unrealized loss on equity securities revalued at fair value at end of the period
|
(
|
)
|
||
|
Balance June 30, 2026
|
$
|
|
||
In the six-month periods ended June 30, 2025, and
2026, the Company received dividends of $1,127,481 , and $842,022 , respectively, from its investments in listed equity securities.
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)
| 12. |
Investment in equity
securities/Equity Investments (continued):
|
(b) Equity investments without readily determinable fair values
A summary of
the movement in equity investments without readily determinable fair values for the six months ended June 30, 2026 is presented in the table below:
|
Equity securities
|
||||
|
Balance December 31, 2025
|
$
|
|
||
|
Equity investments transferred
|
(
|
)
|
||
| Equity investments purchased | ||||
| Proceeds from sale of equity securities |
( |
) | ||
| Distributions |
( |
) | ||
| Impairment loss |
( |
) | ||
|
Unrealized foreign exchange gain/loss
|
( |
) | ||
|
Balance June 30, 2026
|
$
|
|
||
The Company transferred its investment in MPC Münchmeyer Petersen IT Services GmbH, Hamburg to equity method
investments, in the amount of $715,278 as the Company increased its equity investment in the investee to 50 %.
Distributions were received following the dissolution of MPC European Clean Energy S.A. in the amount of $1,287,110 and an
equity re-balancing measure of MPC OSE Offshore K/S, Esbjerg / Denmark in the amount of $485,667 .
Distributions were received following the dissolution of MPC European Clean Energy S.A. in the amount of $
In the six-month periods ended June 30, 2025, and
2026, the Company received dividends of $1,069,235 , and $118,546 , respectively, from its equity investments without readily determinable fair values.
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)
|
13.
|
Investment in debt securities:
|
As of December 31, 2025, and June 30, 2026, the Company’s investment in debt securities amounted to $1,304,924 and $3,311,855 , respectively, and is presented in the accompanying
unaudited condensed consolidated balance sheets as current or non-current based on the investment’s classification. Held-to-maturity investments, comprising corporate bonds with maturities greater than twelve months, are classified as
non-current. Trading debt securities, consisting of corporate bonds, are classified as current and may be sold when the Company deems it appropriate based on profitability and liquidity requirements.
The maturity schedule of the outstanding investments in debt securities that are classified as held-to-maturity as of June 30, 2026, is as follows:
| Maturity date | Carrying amount | Fair value | Unrealized gains | |||||||||
|
Due within 1 year
|
$ |
|
$ |
|
$ |
|
||||||
|
Due in 1-5 years
|
|
|
|
|||||||||
|
Due in 5-10 years
|
|
|
|
|||||||||
|
Total
|
$ |
|
$ |
|
$ |
|
||||||
Current investments in debt securities held to maturity
include $2.0 million of foreign-currency-denominated securities. During the six months ended June 30, 2026, the Company recognized a
foreign exchange loss of $61,735 related to currency fluctuations.
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)
|
13.
|
Investment in debt securities (continued):
|
The following table presents the carrying amount and unrealized gains of trading debt securities as of June 30, 2026:
|
Balance June 30, 2026
|
Carrying amount
|
Unrealized Gains
|
||||||
|
Trading debt securities
|
$
|
|
$
|
|
||||
|
Total
|
$
|
|
$
|
|
|
|||
| 14. |
Equity Capital Structure:
|
Under the Company’s Articles of Incorporation, as amended, the Company’s authorized capital stock consists of
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 15 to the Company’s consolidated financial statements for the year ended December 31, 2025, included in the 2025 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, 2026, was $1,620,049 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, 2026, the net value of Mezzanine Equity amounted to $82,334,124 ,
including the amount of $1,620,049 of deemed dividend on the Series D Preferred Shares in the six months ended June 30, 2026,
and is separately presented as ‘Mezzanine Equity’ in the accompanying unaudited condensed consolidated balance sheet. During the six months ended June 30, 2026, the Company paid to Toro a dividend amounting to $2,500,000 on the Series D Preferred Shares for the periods from October 15, 2025 to January 14, 2026 and from January 15, 2026 to April 14,
2026, and the accrued amount for the period from April 15, 2026 to June 30, 2026 (included in the dividend period ended July 14, 2026) amounted to $1,069,444 .
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 of the financial statements into U.S. dollars as the presentation currency. In addition, the AOCI includes the
effective portion of the gain or loss on the hedging instrument that will be reclassified into earnings when the hedged transaction affects earnings.
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)
| 14. |
Equity Capital Structure
(continued):
|
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. The investment in MPC CSI GmbH, formerly classified as an equity-method investment, was consolidated for the first time as of January 1, 2026 following the termination of a voting
agreement between the Company and non-controlling interests. As non-controlling interests hold 17.81 % in MPC CSI GmbH, the
Company recorded a first-time consolidation effect of $23,167,118 .
Furthermore, during the six months ended June 30, 2026, the Company consolidated its subsidiary Parque Solar La Perla, Sociedad Anónima de Capital Variable for the first time. The Company’s ownership amounts to 54.90 %, while non-controlling interests hold 45.10 %.
The resulting first-time consolidation impact attributable to non-controlling interests totals $261,482 .
During the six months ended June 30, 2026, the Company also recorded a net
amount of $80,570 in transactions with noncontrolling interests, comprising: (i) a distribution of $1,100,742 paid in cash by MPC CSI GmbH to its noncontrolling interest holder, representing that entity's share of dividends received by MPC CSI
GmbH from its investment in MPCC, reflected within "Transactions with non-controlling interest" in the unaudited interim consolidated statement of cash flows for the six months ended June 30, 2026; and (ii) a capital contribution of $1,020,172 from minority shareholders relating to a project to develop and construct a solar power facility in Central America, which had not yet
been received in cash as of June 30, 2026.
| 15. |
Financial Instruments and Fair Value Disclosures:
|
The principal financial assets of the Company consist of cash at banks, restricted cash, accounts receivable trade, net, accrued charter revenue, investments in equity securities, investments in
debt securities, equity 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, long-term debt and financial liabilities.
The following methods and assumptions were used to
estimate the fair value of each class of financial instruments:
Cash and cash equivalents, restricted cash, accounts receivable trade, net, amounts due from/to related
party/(ies), accrued charter revenue, accounts payable and accrued liabilities: 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 and restricted cash are considered Level 1 items as they represent liquid assets with
short term maturities. Amounts due from and to related parties, accounts receivable trade, net, accrued charter revenue, accounts payable and accrued liabilities are considered Level 2 items of the fair value hierarchy.
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 a Level 1 item of the fair value hierarchy as it is determined through
quoted prices in an active market.
Investment in debt securities: The
carrying amounts of investments in debt securities presented in the accompanying unaudited condensed consolidated balance sheets are reported at amortized cost for securities classified as held-to-maturity and at fair value for securities
classified as trading. The fair value of the investment in debt securities (Note 13), is determined through Level 1 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements, as it is determined through quoted
prices in an active market.
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)
| 15. |
Financial Instruments and Fair
Value Disclosures (continued):
|
The fair value of the Company’s investment in debt securities at June
30, 2026 is as follows:
|
Carrying amount
|
Fair value
|
|||||||
|
Held to maturity debt securities
|
$
|
|
$
|
|
||||
|
Trading debt securities
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
||||
Equity investments: The Company, through 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 an 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 a 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. The fair value of the investment as of June 30, 2026, is considered to be equal to its carrying amount. As of June 30, 2025 and 2026, $0 and $69,829 of impairment losses were recognized,
respectively, and are included in ‘Gain / (loss) on equity securities’ in the unaudited interim condensed consolidated statements of comprehensive income. The recorded impairment loss in the amount of $69,829 is attributable to the unwinding of investment structures.
Long-term debt and financial liabilities: The credit facilities discussed in Note 11 include both variable and fixed-rate loans. Variable-rate loans have a recorded value that is a reasonable estimate of their fair value
due to their interest rates 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. The carrying value of
financial liabilities with variable interest rates (obtained through Level 2 inputs of the fair value hierarchy) approximates the fair market value as the financial liabilities bear interest at floating interest rates.
Two of the term loans carry a fixed interest rate until 2032 and a variable interest rate based on EURIBOR thereafter. These were subject to fair value
measurement as part of the acquisition price allocation and only minor changes in the market interest rates during the reporting period occurred. Their carrying amount is a reasonable estimate of the fair value.
Investment in related party: Investment 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. Based on the Company’s assessment, no such case was identified as at June 30, 2026.
Derivative contracts – recurring measurements
The Company enters into forward and options agreements to hedge against foreign currency risks. Furthermore, the Company entered into interest rate swaps to
mitigate the interest rate risk arising from variable interest rates on long-term debt. As of December 31, 2025 and June 30, 2026, derivatives can be analyzed as follows:
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)
| 15. |
Financial Instruments and Fair
Value Disclosures (continued):
|
|
Period ended June 30, 2026
|
|||||||||||||||||
|
Derivatives assets
|
Derivatives liabilities
|
||||||||||||||||
|
Location
|
Fair value
|
Nominal
value
|
Fair value
|
Nominal
value
|
|||||||||||||
|
Hedge accounting
|
|||||||||||||||||
|
Foreign exchange forwards & options
|
Current
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Economic hedging
|
|||||||||||||||||
|
Foreign exchange forwards & options
|
Current
|
|
|
|
|
||||||||||||
|
Interest rate swaps
|
Non-current assets
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||
|
Year ended December 31, 2025
|
|||||||||||||||||
|
Derivatives assets
|
Derivatives liabilities
|
||||||||||||||||
| Location |
Fair value
|
Nominal
value
|
Fair value
|
Nominal
value
|
|||||||||||||
|
Hedge accounting
|
|||||||||||||||||
|
Foreign exchange forwards & options
|
Current
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Economic hedging
|
|||||||||||||||||
|
Foreign exchange forwards & options
|
Current
|
|
|
|
|
||||||||||||
|
Interest rate swaps
|
Non-current assets
|
|
|
|
|
||||||||||||
|
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. During the six months
ended June 30, 2025 and 2026, the following realized and unrealized gains and losses were recognized:
|
Realized and unrealized gains and losses
|
Period ended
June 30, 2025
|
Period ended
June 30, 2026
|
||||||
|
Realized gains and losses
|
$
|
|
$
|
|
||||
|
Foreign exchange forwards & options
|
|
|
||||||
|
Unrealized gains and losses
|
|
|
||||||
|
Foreign exchange forwards & options
|
|
|
||||||
|
Interest rate swaps
|
|
|
||||||
|
Total gain/(loss)
|
$
|
|
$
|
|
||||
Realized and unrealized gains and losses on foreign exchange forwards & options are included in Foreign exchange gains/(losses) in the unaudited interim
condensed consolidated statement of comprehensive income. The unrealized gain on interest rate swaps is included in “Other, net” in the accompanying unaudited interim
condensed consolidated statement of comprehensive income.
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)
| 15. |
Financial Instruments and
Fair Value Disclosures (continued):
|
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.
|
16.
|
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
|
Six months ended
June 30, 2026
|
|||||||
|
Operating lease costs
|
$
|
|
$ | |||||
|
Total lease cost:
|
$
|
|
$ | |||||
Cash paid for operating leases amounted to $659,230 and $686,563 for the six months ended June 30, 2025 and 2026, respectively.
Other information about lease amounts recognized in the unaudited interim consolidated financial statements, as of June 30, 2026) is as follows:
|
Weighted-average remaining lease term –
|
|
Weighted-average discount rate –
|
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, 2026
|
||||
|
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, 2026
|
$
|
|
||
|
Thereof current lease liability as of June 30, 2026
|
|
|||
|
Thereof non-current lease liability as of June 30, 2026
|
|
|
||
The Company subleases parts of its offices. The income received during the six months ended June 30, 2025 and 2026 amounts to $
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)
| 17. |
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 condensed consolidated financial statements (except as discussed under Note 17(b)).
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 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, 2026. Non-cancelable time charter contracts include both fixed-rate time charters and 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.
In addition, certain of the variable-rate contracts have the 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 that 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
|
|||
| 2027 |
$ | |||
| 2028 |
||||
|
Total
|
$
|
|
||
For lease commitments, refer to Note 16.
In addition, the Company has payment commitments of $2.4 million for the use of land related to Energiepark Heringen-Philippsthal WP HP GmbH & Co. KG.
(b) Contingencies
The Company recognized provisions in the amount of approximately $2.7
million and $2.5 million as of December 31, 2025 and June 30, 2026, respectively, 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.
Additionally, the Company recognized $2.9 million and $2.2 million
as of December 31, 2025 and June 30, 2026, respectively, for possible losses with respect to disputes, including legal proceedings, primarily concerning potential prospectus errors for closed-end funds placed by the Company in the past
that could have a causal effect on the individual investor’s decision.
The amounts are included in ‘Accrued liabilities’ in
the accompanying unaudited condensed consolidated balance sheets.
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)
|
18.
|
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, 2025 and 2026, the effect of the warrants
outstanding during each such period and as of each such date, would be antidilutive; hence, the warrants were excluded from the computation of diluted earnings per share. For the purpose of calculating diluted earnings per common share for
the six months ended June 30, 2025 and 2026, the weighted average number of diluted shares outstanding includes the conversion of outstanding Series D Preferred Shares (Note 14) calculated with the “if converted” method by using the average
closing market price over the reporting period from January 1, 2025 to June 30, 2025 and from January 1, 2026 to June 30, 2026, respectively. In addition, MPC Capital, a subsidiary of the Company, has granted share-based compensation to
certain members of key management (Note 25). The dilutive effect of these awards is reflected in diluted earnings per share using the treasury stock method. Furthermore, potential common shares issued by MPC Capital are included in the
determination of diluted earnings per share through their impact on MPC Capital’s diluted earnings, which are incorporated into the consolidated results based on the Company’s ownership interest in MPC Capital. 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.
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,
|
|||||||
|
2025
|
2026
|
|||||||
|
Net income / (loss), net of taxes
|
$
|
(
|
)
|
$
|
|
|||
|
Less: Net (income) / 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
|
|
|
||||||
| Effect of subsidiary share based expense on diluted EPS |
( |
) | ||||||
|
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
|
$
|
(
|
)
|
$
|
|
|||
F-31
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 19. |
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,
2025, and 2026, as presented in the accompanying unaudited interim condensed consolidated statements of comprehensive income:
|
|
Six months ended
June 30,
|
Six months ended
June 30,
|
||||||
|
|
2025
|
2026
|
||||||
|
Time charter revenues
|
$ |
|
$ |
|
||||
|
Pool revenues
|
|
|
||||||
|
Total Vessel revenues
|
$
|
|
$
|
|
||||
The Company generates its revenues from time charters and pool arrangements.
The Company typically enters into fixed rate or index-linked rate charters with an option to convert to fixed rate time charters ranging from one month to twelve months and in
isolated cases on longer terms depending on market conditions. The charterer has the full discretion over the ports visited, shipping routes and vessel speed, subject to the owner protective restrictions discussed below. Time charter agreements
may have extension options ranging from months, to, sometimes, years. The time charter party generally provides, among others, typical warranties regarding the speed and the performance of the vessel as well as owner protective restrictions such
that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws and war risks, and carries only lawful and non-hazardous cargo.
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 them 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.
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)
| 19. |
Revenues (continued):
|
(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
|
Six months ended
June 30, 2026
|
||||||
|
Ship Management
|
$
|
|
$ |
|||||
|
Management Services
|
|
|||||||
|
Transaction Services
|
|
|||||||
|
Other Revenue
|
|
|||||||
|
Total Revenue from services
|
$
|
|
$
|
|||||
The following table represents a geographical disaggregation of revenue from services:
|
|
Six months ended
June 30, 2025
|
Six months ended
June 30, 2026
|
||||||
|
Germany
|
$
|
|
$ | |||||
|
The Netherlands
|
|
|||||||
|
China (Hong Kong)
|
|
|||||||
|
Singapore
|
|
|||||||
|
Panama
|
|
|||||||
|
Colombia
|
|
|||||||
|
Total revenue from services
|
$
|
|
$ | |||||
| 20. |
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
|
2025
|
2026
|
||||||
|
Crew & crew related costs
|
|
|
|
|
||||
|
Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling
|
|
|
||||||
|
Lubricants
|
|
|
||||||
|
Insurances
|
|
|
||||||
|
Tonnage taxes
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total Vessel operating expenses
|
$
|
|
$
|
|
||||
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)
| 20. |
Vessel Operating Expenses and Voyage Expenses (continued):
|
|
Six months ended
June 30,
|
Six months ended
June 30,
|
|||||||
|
Voyage expenses
|
2025
|
2026
|
||||||
|
Brokerage commissions
|
|
|
||||||
|
Brokerage commissions - related party
|
|
|
||||||
|
Port & other expenses
|
|
|
||||||
|
Bunkers consumption
|
|
|
||||||
|
Loss on bunkers
|
|
|
||||||
|
Total Voyage expenses
|
$
|
|
$
|
|
||||
| 21. |
General and Administrative Expenses:
|
General and administrative expenses are analyzed as follows:
|
Six months ended
June 30,
|
Six months ended
June 30,
|
|||||||
|
2025
|
2026
|
|||||||
|
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
|
$
|
|
$
|
|
||||
| 22. |
Cost of revenue from services:
|
Cost of revenue from services includes the following:
|
Six months ended
June 30, 2025
|
Six months ended
June 30, 2026
|
|||||||
|
Personnel expenses
|
$
|
|
$
|
|
||||
|
Rental expenses
|
|
|
||||||
|
Purchased services
|
|
|
||||||
|
Commissions (including $
|
|
|
||||||
|
Other expenses
|
|
|
||||||
|
Total cost of 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)
| 23. |
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,
|
|||||||
|
2025
|
2026
|
|||||||
|
Interest on long-term debt (including financial liabilities)
|
$
|
|
$
|
|
||||
|
Interest on long-term debt – related party (Note 3 (e))
|
||||||||
|
Amortization and write-off of deferred finance charges
|
|
|
||||||
|
Other finance charges (including $
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
||||
| 24. |
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.
Moreover, details of the Company’s U.S. source gross transportation income tax are discussed in Note 25 to the Company’s consolidated financial
statements for the year ended December 31, 2025, included in the 2025 Annual Report. For the six months ended June 30, 2025, and 2026, the Company recorded a provision of $2,823 and $23,962 for U.S. source gross transportation
income tax, included in “Income taxes”, in the accompanying condensed consolidated interim 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, 2025
|
June 30, 2026
|
|||||||
|
Corporate Income tax
|
$
|
|
$
|
|
||||
|
Trade tax
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total provision for income taxes
|
$
|
|
$
|
|
||||
The income tax receivable on the face of the unaudited condensed consolidated balance sheet is primarily due to refundable withholding taxes on profit
distributions in the amount of $15,175,564 .
The significant components of income tax expenses are as follows:
|
Six months ended
June 30, 2025
|
Six months ended
June 30, 2026
|
|||||||
|
Current tax expense (or benefit)
|
$ |
$
|
|
|||||
|
Deferred tax expense (or benefit)
|
( |
) |
|
|||||
|
Total income tax expense
|
$ |
$
|
|
|||||
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)
| 24. |
Income Taxes (continued):
|
The income tax expense (or benefit) is disaggregated as follows:
|
Six months ended
June 30, 2025
|
Six months ended
June 30, 2026
|
|||||||
|
Federal (CIT)
|
$ | ( |
) | $ |
||||
|
State and Local (TT)
|
||||||||
|
Foreign
|
||||||||
| Other | ( |
) | ||||||
|
Total income tax expense
|
$ | $ |
||||||
The local income taxes relate mainly to the Free and Hanseatic City of Hamburg, one of the federal states of 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, 2026
|
||||||||
|
%
|
$ | |||||||
|
German statutory Corporate Income tax rate
|
|
$
|
|
|||||
|
State and local income tax
|
|
|
||||||
| Foreign tax effects |
( |
) | ( |
) | ||||
| Changes in valuation allowances |
( |
) | ( |
) | ||||
|
Nontaxable or nondeductible items
|
(
|
)
|
(
|
)
|
||||
| Adjustments to prior year tax estimates |
( |
) | ( |
) | ||||
|
Other
|
(
|
)
|
(
|
)
|
||||
|
Effective income tax rate
|
|
$
|
|
|||||
State and local income taxes resulting from trade tax are mainly levied by the Free and Hanseatic City of Hamburg.
Tax nontaxable items are related to dividend payments and capital gains from corporate companies which are in principle not subject to
taxation.
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)
| 24. | Income Taxes (continued): |
Deferred Taxes
The significant components of the Company’s deferred tax account balances relate to temporary differences and are as follows:
|
December 31, 2025
|
June 30, 2026
|
|||||||
|
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
|
||||||||
| Property, plant and equipment |
$ |
$ |
||||||
|
Equity instrument investments
|
|
|
|
|
||||
|
Intangible assets
|
|
|
||||||
|
Lease liabilities
|
|
|
||||||
| Long-term debt |
||||||||
|
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, 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 2026, and there were no changes in the reporting periods.
The Company accrues interest and penalties related to underpayment of income taxes within the provision for income taxes.
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)
|
25.
|
Share-based compensation
|
The options were granted to management and key employees of MPC Capital in 2024 and are subject to market and performance
conditions as well as 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.
|
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, 2026
|
|
|
||||||||||||||
|
Granted
|
|
|
||||||||||||||
|
Exercised
|
|
|
||||||||||||||
|
Forfeited or expired
|
|
|
||||||||||||||
|
Outstanding at June 30, 2026
|
|
|
|
$
|
|
|||||||||||
|
Exercisable at June 30, 2026
|
|
|
—
|
|
||||||||||||
As of June 30, 2026, there was $502,248
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 2.0 years. For the six months ended June 30, 2025 and 2026, the Company recognized expenses in the amounts of $115,044 and $125,430 , respectively, 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.
|
26.
|
Segment Information:
|
The Company has determined that it operates 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, and segment operating 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 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 19.
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)
|
26.
|
Segment Information (continued):
|
The table below presents information about the Company’s reportable segments as of and for the six months ended June 30, 2025, and 2026. 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.
|
Six months ended June 30, 2025
|
Six months ended June 30, 2026
|
|||||||||||||||||||||||||||||||
|
Dry bulk
segment
|
Containership
segment
|
Asset management
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)/ recovery of provision for doubtful accounts
|
( |
) | ( |
) | ||||||||||||||||||||||||||||
| General and administrative expenses (1) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
|
Net gain / (loss) on sale of vessels
|
(
|
)
|
|
(
|
)
|
|
|
|
||||||||||||||||||||||||
|
Loss on vessels held for sale
|
( |
) | ( |
) | ||||||||||||||||||||||||||||
|
Net gain on disposition of assets
|
||||||||||||||||||||||||||||||||
|
Net gain / (loss) from equity method investments
|
( |
) | ( |
) | ||||||||||||||||||||||||||||
|
Net (loss) / gain from equity method investments measured at fair value
|
( |
) | ( |
) | ||||||||||||||||||||||||||||
|
Segments operating income/(loss)
|
$
|
(
|
)
|
$
|
|
$ | ( |
) |
$
|
(
|
)
|
$
|
|
$
|
|
$ |
$
|
|
||||||||||||||
|
Interest and finance costs
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||
|
Interest income
|
|
|
||||||||||||||||||||||||||||||
|
Foreign exchange (loss) / gain
|
(
|
)
|
|
|||||||||||||||||||||||||||||
|
Unallocated net gain from equity method investments at fair value
|
||||||||||||||||||||||||||||||||
|
Unallocated corporate general and administrative expenses (1)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||
|
Corporate Interest and finance costs
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||
|
Corporate Interest income
|
|
|
||||||||||||||||||||||||||||||
| Corporate exchange (losses)/ gains |
|
(
|
)
|
|||||||||||||||||||||||||||||
|
Dividend income on equity securities
|
|
|
||||||||||||||||||||||||||||||
|
Dividend income from related party
|
|
|
||||||||||||||||||||||||||||||
|
Dividend income from equity method investments measured at fair value (related party) (2)
|
||||||||||||||||||||||||||||||||
|
Gains on equity securities
|
|
|
||||||||||||||||||||||||||||||
| Gains on debt securities |
||||||||||||||||||||||||||||||||
| Other net |
||||||||||||||||||||||||||||||||
|
Net income / (loss), before taxes
|
$
|
(
|
)
|
$
|
|
|||||||||||||||||||||||||||
|
(1)
|
|
|
(2)
|
|
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)
|
26.
|
Segment Information (continued):
|
A reconciliation of total segment assets to total assets presented in the accompanying unaudited condensed consolidated balance sheets of
December 31, 2025 and June 30, 2026, is as follows:
|
As of
December 31,
2025
|
As of
June 30,
2026
|
|||||||
|
Dry bulk segment
|
$
|
|
$
|
|
||||
|
Containership segment
|
|
|
||||||
| Asset management segment |
||||||||
|
Cash and cash equivalents (1)
|
|
|
||||||
|
Prepaid expenses and other assets (1)
|
|
|
||||||
|
Total consolidated assets
|
$
|
|
$
|
|
||||
| (1) |
|
|
27.
|
Subsequent Events:
|
|
(a)
|
On July 22, 2026, the Company entered into an agreement to establish a joint venture (the “Joint Venture”) with third-party investors. The
Joint Venture was established to acquire, own and operate the M/V Magic Starlight, a 2015-built Kamsarmax bulk carrier vessel owned by the Company (the “Vessel”). The
Company has contributed the Vessel to the Joint Venture in exchange for a
|
|
(b)
|
On August 28, 2026, the shareholders of our subsidiary MPC Capital approved a change of its corporate name to MPC Oceanic Group AG at its Annual General Meeting. The new name took effect upon registration of the resolution in the commercial register, on September
3, 2026. The rebranding reflects the subsidiary’s strategic evolution from an investment manager to a fully integrated investment, services, and operating group across maritime and energy sectors. The name
change does not affect the Company’s operations or financial condition.
|
|
(c)
|
On July 2, 2026, MPCC, an equity method investee of the Company, completed a private placement, registering
|
F-40
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of the financial condition and results of operations of Castor Maritime Inc. (“Castor”) for the six-month periods ended June 30, 2026, and June 30,
2025. Unless otherwise specified herein or the context otherwise requires, references to the “Company”, “we”, “our” and “us” or similar terms shall include Castor and its wholly owned and majority owned subsidiaries. You should read the following
discussion and analysis together with the unaudited interim condensed consolidated financial statements and related notes included elsewhere in this report. Amounts relating to percentage variations in period-on-period comparisons shown in this
section are derived from those unaudited interim condensed consolidated financial statements. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. These
forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control which could cause actual events or conditions to differ materially from those currently anticipated and expressed or implied by such
forward-looking statements. For a more complete discussion of these risks and uncertainties, please read the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information – D. Risk Factors” in our Annual Report for the year ended December 31, 2025 (the “2025 Annual Report”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on
April 15, 2026. For additional information relating to our management’s discussion and analysis of financial conditions and results of operations, please see our 2025 Annual Report. Unless otherwise defined herein, capitalized terms and
expressions used herein have the same meanings ascribed to them in the 2025 Annual Report.
Business Overview and Fleet Information
We are a diversified global shipping and energy company that was incorporated in the Republic of the Marshall Islands in September 2017, with activities directly and indirectly in
asset management, vessel ownership, technical and commercial ship management and energy infrastructure projects. Our management reviews and analyzes operating results for our business over three reportable segments, (i) the dry bulk segment, (ii)
the containership segment and (iii) the asset management segment.
We currently operate a wholly or partially owned fleet consisting of ten dry bulk carriers that engage in the worldwide transportation of commodities such as iron ore, coal,
soybeans etc., with an aggregate cargo carrying capacity of 0.79 million dwt and an average age of 11.1 years and one containership vessel with an aggregate cargo carrying capacity of 0.03 million dwt and an age of 18.1 years (together, our
“Fleet”). The average age of our Fleet is 11.7 years as of September 14, 2026.
Our dry bulk and containership fleets are currently contracted to operate in a mix of pool and time charters. Our commercial strategy primarily focuses on deploying our Fleet
under a mix of period time charters, trip time charters and pool arrangements according to our assessment of market conditions. Our aim is to periodically adjust the mix of these charters to take advantage of the relatively stable cash flows and
high utilization rates associated with period time charters, or to take advantage of high utilization rates with exposure to attractive charter rates during periods of strong charter market conditions when employing our vessels in pools.
Through our majority-owned subsidiary, MPC Münchmeyer Petersen Capital AG (“MPC Capital”), we receive management fees in return for managing assets in the shipping and energy
infrastructure segments. The level of these management fees primarily reflects the volume of assets under management. In the shipping sector, these fees mainly relate to commercial ship management (commission income on charter revenues),
technical ship management (flat rate management fees) and other services (flat rate management fees). Management fees for technical ship management and other services are provided by joint ventures in which MPC Capital is a 50% shareholder.
Companies in which MPC Capital is a 50% shareholder are accounted for using the equity method. In the energy sector, management fees include asset management fees (flat rate management fees). In addition, we may receive one-off and, to some
extent, performance-related transaction fees on the acquisition and sale of assets, which are primarily linked to the value of the assets acquired or sold. We generate other operating income or income from equity investments through
co-investments.
1
As of June 30, 2026, Castor Ships S.A. (“Castor Ships”), a related party, exclusively provides the commercial and technical management of our Fleet, while certain aspects of the
management of a number of our vessels are subcontracted to related and unrelated third-party managers.
The following table summarizes key information about our Fleet as of the date of this report:
Fleet vessels:
|
Dry Bulk Carriers
|
|||||||||||||
|
Vessel Name
|
Vessel Type
|
DWT
|
Year
Built
|
Country of
Construction
|
Purchase Price
(in million)
|
Delivery
Date
|
|||||||
|
Magic P
|
Panamax
|
76,453
|
2004
|
Japan
|
$
|
7.35
|
02/21/2017
|
||||||
|
Magic Thunder
|
Kamsarmax
|
83,375
|
2011
|
Japan
|
$
|
16.85
|
04/13/2021
|
||||||
|
Magic Perseus
|
Kamsarmax
|
82,158
|
2013
|
Japan
|
$
|
21.00
|
08/09/2021
|
||||||
|
Magic Pluto
|
Panamax
|
74,940
|
2013
|
Japan
|
$
|
19.06
|
08/06/2021
|
||||||
|
Magic Mars
|
Panamax
|
76,822
|
2014
|
Korea
|
$
|
20.40
|
09/20/2021
|
||||||
|
Magic Celeste
|
Ultramax
|
63,310
|
2015
|
China
|
$
|
25.50
|
08/16/2024
|
||||||
|
Magic Ariel
|
Kamsarmax
|
81,845
|
2020
|
China
|
$
|
29.95
|
10/09/2024
|
||||||
|
Magic Jupiter(1)
|
Kamsarmax
|
85,505
|
2023
|
China
|
$
|
37.50
|
06/29/2026
|
||||||
|
Magic Saturn(2)
|
Kamsarmax
|
82,145
|
2024
|
China
|
$
|
41.92
|
06/29/2026
|
||||||
|
Magic Starlight(3)
|
Kamsarmax
|
81,048
|
2015
|
China
|
$
|
23.50
|
05/23/2021
|
||||||
|
|
|||||||||||||
|
Containerships
|
|||||||||||||
|
Raphaela
|
1,850 TEU capacity Containership
|
26,811
|
2008
|
Turkey
|
$
|
16.49
|
10/03/2024
|
||||||
| (1) |
On June 19, 2026, we entered into an agreement with an unaffiliated third party to acquire a 2023-built modern-eco Kamsarmax bulk carrier, the M/V Magic Jupiter, for a purchase price of $37.50
million. The M/V Magic Jupiter was delivered to us on June 29, 2026.
|
| (2) |
On June 26, 2026, we entered into an agreement with an unaffiliated third party to acquire a 2024-built modern-eco Kamsarmax bulk carrier, the M/V Magic Saturn, for a purchase price of $41.92
million. The M/V Magic Saturn was delivered to us on June 29, 2026.
|
| (3) |
On July 22, 2026, we entered into an agreement to establish a joint venture (the “Joint Venture”) with third-party investors to acquire, own and operate the M/V Magic Starlight. We contributed
the vessel to the Joint Venture in exchange for a 30% equity interest and cash consideration of $18.75 million. The Joint Venture funded the acquisition through a combination of cash contributed by its partners and a $11.5 million
sustainability-linked senior term loan under a facility provided by a European bank, secured by, among others, a first priority mortgage over the M/V Magic Starlight and guaranteed by us. The
transaction was completed on August 6, 2026, by delivering the M/V Magic Starlight to the Joint Venture.
|
We intend to continuously explore the market in order to identify further potential acquisition targets which will help us modernize our Fleet and develop our business. Our
acquisition strategy has so far focused on secondhand dry bulk vessels and containerships, though we may acquire vessels in other sizes, age and/or sectors which we believe offer attractive investment opportunities, subject to the parameters set
out in certain resolutions passed by our board of directors in connection with the spin-off of our former tanker vessel business completed on March 7, 2023. We may also opportunistically dispose of vessels and may engage in such acquisitions and
disposals at any time and from time to time.
2
Recent Developments
Please refer to Note 27 to our unaudited interim condensed consolidated financial statements, included elsewhere herein, for developments that took place after June 30, 2026.
Operating results
Important Measures and Definitions for Analyzing Results of Operations
Our management uses the following metrics to evaluate our operating results, including the operating results of our segments, and to allocate capital accordingly:
Total vessel revenues. Total vessel revenues are currently generated from
time charters and pool agreements, though vessels have and may be employed under voyage charters in the future. Vessels operating on fixed time charters for a certain period provide more predictable cash flow over that period. Total vessel
revenues are affected by the number of vessels in our fleet, hire rates and the number of days a vessel operates which, in turn, are affected by several factors, including the amount of time that we spend positioning our vessels, the amount of
time that our vessels spend in dry dock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, and levels of supply and demand in the seaborne transportation market. Total vessel revenues are also
affected by our commercial strategy related to the employment mix of our fleet between vessels on time charters and vessels in pools.
For further discussion of vessel revenues, please refer to Note 19(a) to our unaudited interim condensed consolidated financial statements included elsewhere in this report.
Revenue from services. We generate revenue from services through the following streams: (i) transaction services and
(ii) management services. Management services may be further subdivided into ongoing management services for investment structures and assets, and ship management services. For a breakdown of revenue from services for the six months ended June
30, 2026, please refer to Note 19(b) to our unaudited interim condensed consolidated financial statements included elsewhere in this report. We provide transaction-related services in connection with the acquisition, sale or development of assets
such as vessels or renewable energy assets. These services are typically success-based and remunerated through transaction fees that are contingent upon the successful closing of the underlying transaction. Additionally, we provide asset
management services, including commercial and technical ship management services. Commercial ship management services include activities such as chartering, voyage coordination, and related support services, while technical ship management
services include vessel maintenance, repairs, and regulatory compliance services.
Voyage expenses. Our voyage expenses primarily consist of brokerage commissions paid in connection with the chartering
of our vessels, bunker expenses, port and canal expenses, and costs of European Union Allowances (“EUAs”) for emissions. Under a time charter, the charterer pays substantially all the vessel voyage related expenses. However, we may incur voyage
related expenses from time to time, such as for bunkers, when positioning or repositioning vessels before or after the period of a time charter, during periods of commercial waiting time or while off-hire during dry docking or due to other
unforeseen circumstances. Under pooling arrangements, voyage expenses are borne by the pool operator. Gain/loss on bunkers may also arise where the cost of the bunker fuel sold to the new charterer is greater or less than the cost of the bunker
fuel acquired.
Operating expenses. We are responsible for vessel operating costs, which
include crewing, expenses for repairs and maintenance, the cost of insurance, tonnage taxes, the cost of spares and consumable stores, lubricating oils costs, communication expenses, and other expenses. Expenses for repairs and maintenance tend
to fluctuate from period to period because most repairs and maintenance typically occur during periodic dry-docking. Our ability to control our vessels’ operating expenses also affects our financial results.
3
Cost of revenue from services. Cost of revenue from services comprises expenses for services purchased from third
party providers and employee expenses which are directly attributable to the operating business activities.
Management fees. Management fees include fees paid to related parties providing certain ship management services to our
fleet pursuant to the ship management agreements.
Off-hire. The period a vessel in our fleet is unable to perform the services for which it is required under a charter
for reasons such as scheduled repairs, vessel upgrades, dry-dockings or special or intermediate surveys or other unforeseen events.
Dry-docking/Special Surveys. We periodically dry-dock and/or perform special surveys on our vessels for inspection,
repairs and maintenance and any modifications required to comply with industry certification or governmental requirements. Our ability to control our dry-docking and special survey expenses and our ability to complete our scheduled dry-dockings
and/or special surveys on time also affects our financial results. Dry-docking and special survey costs are accounted under the deferral method whereby the actual costs incurred are deferred and are amortized on a straight-line basis over the
period through the date the next survey is scheduled to become due.
Ownership Days. Ownership Days are the total number of calendar days in a period during which we owned a vessel.
Ownership Days are an indicator of the size of our fleet over a period and determine both the level of revenues and expenses recorded during that specific period.
Available Days. Available Days are the Ownership Days in a period less the aggregate number of days our vessels are
off-hire due to scheduled repairs, dry-dockings or special or intermediate surveys. The shipping industry uses Available Days to measure the aggregate number of days in a period during which vessels are available to generate revenues. Our
calculation of Available Days may not be comparable to that reported by other companies.
Operating Days. Operating Days are the Available Days in a period after subtracting unscheduled off-hire days and idle
days.
Fleet Utilization. Fleet Utilization is calculated by dividing the Operating Days during a period by the number of
Available Days during that period. Fleet Utilization is used to measure a company’s ability to efficiently find suitable employment for its vessels.
Time Charter Equivalent (“TCE”) Revenues and Daily TCE Rate . See Appendix A for a description of the TCE Revenues and
the Daily TCE Rate.
Principal factors impacting our business, results of operations and financial condition
Our results of operations are affected by numerous factors. The principal factors that have impacted the business during the fiscal periods presented in the following discussion
and analysis and that are likely to continue to impact our business are the following:
| - |
The levels of demand and supply of seaborne cargoes and vessel tonnage in the shipping segments in which we operate;
|
| - |
The cyclical nature of the shipping industry in general and its impact on charter rates and vessel values;
|
| - |
The successful implementation of the Company’s business strategy, including our ability to obtain equity and debt financing at acceptable and attractive terms to fund future capital expenditures and/or to
implement our business strategy;
|
| - |
The global economic growth outlook and trends, such as price inflation and/or volatility;
|
4
| - |
Economic, regulatory, political and governmental conditions that affect shipping and the dry bulk and container segments, including international conflict or war (or threatened war), such as between Russia and
Ukraine, tensions in the Middle East, including the war involving Iran, the U.S. and Israel, instability in Venezuela and acts of piracy or maritime aggression, such as recent maritime incidents involving vessels in and around the Red
Sea, and the imposition of tariffs. In our asset management segment, fluctuations in global or regional economic environments may impact investor sentiment, asset valuations, and fundraising efforts;
|
| - |
The employment and operation of our fleet, including the utilization rates of our vessels;
|
| - |
In our asset management segment, our performance relative to benchmarks or competitors, which can affect our reputation and track record, investor confidence and fundraising capacity;
|
| - |
The effects of increased competition for capital and investment opportunities in our asset management segment, which may compress margins, strain client relationships and impact scalability;
|
| - |
Our ability to successfully employ our vessels at economically attractive rates and our strategic decisions regarding the employment mix of our fleet as our charters expire or are otherwise terminated;
|
| - |
Management of the financial, operating, general and administrative elements involved in the conduct of our business and ownership of our fleet, including the effective and efficient technical management of our
fleet by our manager and/or sub-managers, and their suppliers;
|
| - |
The number of customers who use our services and the performance of their obligations under their agreements, including their ability to make timely payments to us;
|
| - |
Our ability to maintain solid working relationships with our existing customers and our ability to increase the number of our charterers through the development of new working relationships;
|
| - |
The reputation and safety record of our manager and/or sub-managers for the management of our vessels;
|
| - |
Dry-docking and special survey costs and duration, both expected and unexpected;
|
| - |
Compliance with evolving regulations across jurisdictions that may increase operational complexity and costs;
|
| - |
Our level of access to attractive investment opportunities, delays or deficiencies in projects, or lack of resources, which may affect portfolio expansion and revenue growth of our asset management segment;
|
| - |
As we routinely make minority investments, their performance may adversely affect our results due to the realization of losses upon disposition of these investments or the recognition of significant unrealized
losses during their holding period, impacting both profitability and our ability to reinvest. The performance of our minority equity investments in companies is subject to a broad range of risks, including economic and market risks,
operational performance risk, governance risks, legal and regulatory risks and tax risks. This is particularly relevant for our co-investments in listed companies, whose share price is subject to market risk and price volatility;
|
| - |
Our financial results are materially dependent on dividends received from a limited number of investees, and any reduction or suspension of such dividends would have a material adverse effect on our operating
cash flows and profitability. In recent periods, dividends received from our investees — principally from MPC Container Ships ASA (“MPCC”), have constituted a substantial portion of our consolidated net income, as well as a significant
component of our operating cash flows.
|
| - |
The level of any distribution on all classes of our shares;
|
5
| - |
Our access to debt financing, which may be constrained by tightening credit, rising interest rates, or lender risk aversion;
|
| - |
Our borrowing levels and the finance costs related to our outstanding debt (including financing arrangements) as well as our compliance with our debt covenants;
|
| - |
Management of our financial resources, including banking relationships and of the relationships with our various stakeholders;
|
| - |
Major outbreaks of diseases and governmental responses thereto;
|
| - |
The performance of the listed equity securities and debt securities in which the Company currently has investments, which is subject to market risk and price volatility, and may adversely affect our results due
to the realization of losses upon disposition of these investments or the recognition of significant unrealized losses during their holding period; and
|
| - |
Fluctuations in foreign currency exchange rates and our ability to manage such exposure, including through hedging arrangements, which may affect our revenues, expenses and financial results (see Note 15 to our
unaudited interim condensed consolidated financial statements).
|
Employment and operation of our Fleet
Another factor that impacts our profitability is the employment and operation of our Fleet. The profitable employment of our Fleet is highly dependent on the levels of demand and
supply in the shipping industries in which we operate, our commercial strategy including the decisions regarding the employment mix of our Fleet, as well as our managers’ ability to leverage our relationships with existing or potential customers.
The effective operation of our Fleet mainly requires regular maintenance and repair, effective crew selection and training, ongoing supply of our Fleet with the spares and the stores that it requires, contingency response planning, auditing of
our vessels’ onboard safety procedures, arrangements for our vessels’ insurance, chartering of the vessels, training of onboard and on-shore personnel with respect to the vessels’ security and security response plans (ISPS), obtaining of ISM
certifications, compliance with environmental regulations and standards, and performing the necessary audit for the vessels within the six months of taking over a vessel and the ongoing performance monitoring of the vessels.
Financial, general and administrative management
The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires us to manage our financial
resources, which includes managing banking relationships, administrating our bank accounts, managing our accounting system, records and financial reporting, monitoring and ensuring compliance with the legal and regulatory requirements affecting
our business and assets and managing our relationships with our service providers and customers.
See also “Item 3. Key Information—D. Risk Factors” in our 2025 Annual Report. Because many of the foregoing factors are beyond our control
and certain of these factors have historically been volatile, past performance is not necessarily indicative of future performance and it is difficult to predict future performance with any degree of certainty.
6
Consolidated Results of Operations
Six months ended June 30, 2026, as compared to the six months ended June 30, 2025
|
(In U.S. Dollars, except for number of share data)
|
Six months
ended
June
30, 2025
|
Six months
ended
June
30, 2026
|
Change
-
amount
|
|||||||||
|
Total vessel revenues
|
$
|
21,482,267
|
$
|
26,843,551
|
$
|
5,361,284
|
||||||
|
Revenue from services
|
16,803,545
|
19,981,835
|
3,178,290
|
|||||||||
|
Expenses:
|
||||||||||||
|
Voyage expenses (including commissions to related party)
|
(1,776,817
|
)
|
(2,055,809
|
)
|
(278,992
|
)
|
||||||
|
Vessel operating expenses
|
(10,244,724
|
)
|
(8,694,266
|
)
|
1,550,458
|
|||||||
|
Cost of revenue (exclusive of depreciation and amortization shown separately below)
|
(10,504,581
|
)
|
(14,009,651
|
)
|
(3,505,070
|
)
|
||||||
|
Management fees to related parties
|
(2,288,643
|
)
|
(1,785,924
|
)
|
502,719
|
|||||||
|
Depreciation and amortization
|
(6,653,155
|
)
|
(7,601,749
|
)
|
(948,594
|
)
|
||||||
|
General and administrative expenses (including costs from related party)
|
(9,547,735
|
)
|
(8,538,023
|
)
|
1,009,712
|
|||||||
|
(Provision) / recovery of provision for doubtful accounts
|
(15,459
|
)
|
75,908
|
91,367
|
||||||||
|
Loss on vessels held for sale
|
(5,554,777
|
)
|
—
|
5,554,777
|
||||||||
|
Net loss on sale of vessels
|
(2,001,646
|
)
|
—
|
2,001,646
|
||||||||
|
Other operating income / (expenses)
|
||||||||||||
|
Net gain on disposition of assets
|
410,099
|
346
|
(409,753
|
)
|
||||||||
|
Net gain /(loss) from equity method investments
|
441,493
|
(864,264
|
)
|
(1,305,757
|
)
|
|||||||
|
Net (loss) / gain from equity method investments at fair value
|
(24,814,649
|
)
|
69,600,528
|
94,415,177
|
||||||||
|
Operating (loss)/income
|
$
|
(34,264,782
|
)
|
$
|
72,952,482
|
$
|
107,217,264
|
|||||
|
Interest and finance costs, net (including costs from related party) (1)
|
(2,184,674
|
)
|
(1,002,085
|
)
|
1,182,589
|
|||||||
|
Dividend income from equity method investments measured at fair value (related party)
|
10,610,587
|
7,837,525
|
(2,773,062
|
)
|
||||||||
|
Other income (2)
|
9,432,415
|
18,425,077
|
8,992,662
|
|||||||||
|
Income taxes
|
(602,133
|
)
|
(2,182,672
|
)
|
(1,580,539
|
)
|
||||||
|
Net (loss) / income
|
$
|
(17,008,587
|
)
|
$
|
96,030,327
|
$
|
113,038,914
|
|||||
|
(1)
|
Includes interest and finance costs, net of interest income, if any
|
|
(2)
|
Includes aggregated amounts for foreign exchange loss / gain, gain / loss from equity and debt securities and other income, as applicable in each period.
|
7
Total vessel revenues – Total vessel revenues increased to $26.8 million in the six months ended June 30, 2026 from $21.5 million in the same period of
2025. The increase was driven by the improvement in prevailing charter rates of our dry bulk and containership vessels, as reflected in the increase in our average Daily TCE Rate to $15,859 in the six-month period ended June 30, 2026, compared to
$10,410 in the same period of 2025. This increase was partially offset by the decrease in our Available Days from 1,893 days in the six-month period ended June 30, 2025 to 1,563 days in the six-month period ended June 30, 2026, following the sale
of two dry bulk vessels and two containership vessels in the first and second quarters of 2025. Daily TCE Rate is not a recognized metric under U.S. GAAP (i.e., it is a non-GAAP metric). Please refer to Appendix A for the definition and
reconciliation of this metric to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
Revenue from services – Revenue from services increased by $3.2 million, to $20.0 million in the six months ended June 30, 2026, from $16.8 million in the
corresponding period of 2025. Revenue from services primarily consists of revenue from transaction and management services. The increase was primarily attributable to a $2.5 million increase in ship management services and a $0.9 million increase
in transaction services, partially offset by a $0.2 million decrease in management services and other revenue.
Voyage expenses – Voyage expenses increased by $0.3 million, to $2.1 million in the six months ended June 30, 2026, from $1.8 million in the corresponding
period of 2025. The increase in voyage expenses primarily reflects an increase in the brokerage commission to a related party and higher port and other related expenses (including increased cost of EUAs for emissions), partially offset by lower
bunker consumption.
Vessel operating expenses – The decrease in operating expenses by $1.5 million to $8.7 million in the six months ended June 30, 2026, from $10.2 million in
the same period of 2025 mainly reflects the decrease in the Ownership Days of our Fleet to 1,632 days in the six months ended June 30, 2026, from 1,977 days in the same period in 2025.
Cost of revenue from services – Cost of revenue from services increased by $3.5 million, to $14.0 million in the six months ended June 30, 2026, from $10.5
million in the corresponding period of 2025, and relates to expenses for purchased services from third party providers as well as employee and other operating expenses of MPC Capital. The increase was primarily attributable to higher personnel
expenses and commissions incurred during the six months ended June 30, 2026.
8
Management fees – Management fees in the six months ended June 30, 2026, amounted to $1.8 million, whereas, in the same period
of 2025, management fees totaled $2.3 million. This decrease in management fees is due to the net decrease in the total number of Ownership Days for which our managers charge us a daily management fee. This decrease was partially offset
by the adjustment of management fees under the terms of the Amended and Restated Master Management Agreement effected on July 1, 2025, from $1,017 per vessel per day to $1,044 per vessel per day. For further details on our management
arrangements, see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions— Management, Commercial and Administrative Services” in
our 2025 Annual Report.
Depreciation and amortization – Depreciation and amortization expenses are comprised of vessels’ depreciation, the amortization of vessels’ capitalized
dry-dock costs, property, plant and equipment depreciation and intangible assets amortization. Vessel depreciation expenses decreased to $4.6 million in the six months ended June 30, 2026, from $5.0 million in the same period of 2025. The
decrease by $0.4 million reflects mainly the net decrease in the Ownership Days of our Fleet following the sales and acquisitions of vessels discussed above. Dry-dock and special survey amortization charges amounted to $1.1 million for the six
months ended June 30, 2026, compared to a charge of $0.5 million in the respective period of 2025. This variation in dry-dock and special survey amortization charges reflects mainly the increase in aggregate amortization days resulting from three
vessels – the M/V Magic Starlight, M/V Magic Ariel and M/V Magic P – undergoing scheduled dry-dock from April 1, 2025 to December 31, 2025, and two vessels – the
M/V Magic Thunder and M/V Magic Pluto – undergoing scheduled dry-dock from January 1, 2026 to June 30, 2026 . In addition, depreciation and amortization expenses
for our asset management segment increased by $0.7 million, to $1.9 million in the six months ended June 30, 2026, from $1.1 million in the corresponding period of 2025, comprising of property, plant and equipment depreciation and intangible
assets amortization. The increase was primarily attributable to higher depreciation charges in the current period, following the reclassification of the property, plant and equipment of Energiepark Heringen-Philippsthal WP HP GmbH & Co. KG
(“EP Heringen”) from assets held for sale back to property, plant and equipment in the consolidated balance sheet as of December 31, 2025, upon which depreciation for this asset recommenced. While EP Heringen was classified as held for sale, the
related property, plant and equipment were not subject to depreciation.
General and administrative expenses – General and administrative expenses in the six months ended June 30, 2026,
amounted to $8.5 million, whereas, in the same period of 2025, general and administrative expenses totaled $9.5 million. The decrease of $1.0 million was primarily attributable to lower audit, professional fees and other expenses by $1.2 million,
partially offset by an increase in personnel expenses by $0.2 million.
Loss on vessels held for sale – Loss on vessels held for sale in the six months ended June 30, 2025, amounted to $5.6 million, representing the expected loss
during the next twelve-month period (as assessed at the memorandum of agreement date) from the sale of the dry bulk vessel M/V Magic Callisto (delivered to its new owners on April 28, 2025). No such loss
was recorded for the six month period ended June 30, 2026.
Net loss on sale of vessels – Loss on sale of
vessels in the six months ended June 30, 2026, amounted to $0, compared to $2.0 million in the six-month period ended June 30, 2025, following the sales of the: (i) M/V Magic Eclipse, which we concluded on March 24, 2025, pursuant to an agreement dated March 6, 2025, for cash consideration of $13.5 million that resulted in net proceeds of $13.1 million and a net loss on the sale of $1.9
million; (ii) M/V Gabriela A, which we concluded on May 7, 2025, pursuant
to an agreement dated December 4, 2024, for cash consideration of $19.3 million that resulted in net proceeds of $18.6 million and a net gain on the sale of $0.2 million; (iii) M/V Ariana A, which we concluded on January 22, 2025, pursuant to an agreement dated November 13, 2024, for cash consideration of $16.5 million that resulted in net proceeds of $16.1
million and a net loss on the sale of $0.1 million; and (iv) M/V Magic Callisto, which we concluded on April 28, 2025,
pursuant to an agreement dated March 11, 2025, for cash consideration of $14.5 million that resulted in net proceeds of $14.1 million and a net loss on the sale of $0.1 million.
Net gain on disposition of assets – Net gain on disposition of assets in the six months ended June 30, 2026, was $nil compared to $0.4 million in the
corresponding period of 2025 following the sale of an asset management contract.
9
Net gain/(loss) from equity method investments– Net loss from equity method investments for the six months ended June 30, 2026, amounted to $0.9 million
compared to $0.4 million net gain in the same period of 2025, representing our share in jointly owned companies or equity method investments (all of which relate to the asset management segment). The variance is mainly attributable to net loss
recognized by one of our joint ventures, which was a result of corporate tax expenses.
Net (loss)/ gain from equity method investments measured at fair value– Net gain from equity method investments measured at fair value was $69.6 million in
the six months ended June 30, 2026, compared to a net loss of $24.8 million in the corresponding period of 2025, resulting from the revaluation of such investments. These represent our shares in MPCC, the price of which appreciated by
approximately 44% during the six months ended June 30, 2026, and MPC Energy Solutions N.V. for which we have elected the fair value option. No additional shares of either entity were acquired during the six months ended June 30, 2026. The
revaluation effect on MPCC shares is higher compared to prior periods, as we presented a greater number of MPCC shares subject to fair value measurement following a change in its consolidation scope as of January 1, 2026, whereby we consolidated
an entity holding an equity interest in MPCC, as well as the aforementioned appreciation in MPCC’s share price during the six-month period. A portion of the revaluation gain is attributable to non-controlling interests and is reflected
accordingly in the unaudited condensed consolidated statements of comprehensive income / (loss).
Interest and finance costs, net – During the six months ended June 30, 2026, we incurred net interest costs and finance costs amounting to $1.0 million
compared to $2.2 million during the same period in 2025. The decrease is mainly associated with reduced interest expense of $0.8 million, reflecting lower long-term debt obligations and more favorable interest rates during the six months ended
June 30, 2026, compared to the corresponding period of 2025, and the increase in interest income of $0.7 million, which we earned from our time and cash deposits due to increased average cash balances during the six months ended June 30, 2026,
compared to the corresponding period of 2025.
Dividend income from equity method investments measured at fair value (related party) – Dividend income from equity method investments measured at fair
value in the six months ended June 30, 2026 amounted to $7.8 million compared to $10.6 million in the same period of 2025 and includes the dividend income from MPCC. The decrease reflects lower dividend distributions from MPCC.
Other income – Other income in the six months ended June 30, 2026 amounted to $18.4 million and mainly includes (i) a gain of $7.8 million from our
investments in listed equity securities, (ii) dividend income on equity securities of $1.0 million, (iii) dividend income of $0.7 million from our investment in 140,000 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares
of Toro (the “Toro Series A Preferred Shares”), (iv) foreign exchange gain amounting to $7.1 million mainly related to the foreign currency translation of the MPCC shares from NOK to USD as at June 30, 2026, and (v) other net amounting to $1.8
million due to a gain from the remeasurement of a previously held equity method investment and recoveries of prior year allowances and reversals of provisions. Other income in the six months ended June 30, 2025 amounted to $9.4 million and mainly
includes (i) a gain of $5.5 million from our investments in listed equity securities, (ii) dividend income on equity securities of $2.2 million, (iii) dividend income of $0.7 million from our investment in the Toro Series A Preferred Shares, (iv)
foreign exchange losses amounting to $1.1 million mainly related to the foreign currency translation of the MPCC shares from NOK to USD as at June 30, 2025, and (v) other net amounting to $2.2 million due to recoveries of prior year allowances
and reversals of provisions.
10
Segment Results of Operations
Six months ended June 30, 2026, as compared to the six months ended June 30, 2025 — Dry Bulk Segment
|
(in U.S. Dollars)
|
Six months ended
June 30, 2025
|
Six months ended
June 30, 2026
|
Change-
amount
|
|||||||||
|
Total vessel revenues
|
$
|
15,312,143
|
$
|
21,580,347
|
$
|
6,268,204
|
||||||
|
Expenses:
|
||||||||||||
|
Voyage expenses (including commissions to related party)
|
(1,341,234
|
)
|
(1,295,820
|
)
|
45,414
|
|||||||
|
Vessel operating expenses
|
(8,387,369
|
)
|
(7,818,489
|
)
|
568,880
|
|||||||
|
Management fees to related parties
|
(1,953,033
|
)
|
(1,579,960
|
)
|
373,073
|
|||||||
|
Depreciation and amortization
|
(4,778,984
|
)
|
(5,008,668
|
)
|
(229,684
|
)
|
||||||
|
Loss on vessels held for sale
|
(5,554,777
|
)
|
—
|
5,554,777
|
||||||||
|
Net loss on sale of vessels
|
(2,082,412
|
)
|
—
|
2,082,412
|
||||||||
|
Segment operating income/(loss)(1)
|
$
|
(8,785,666
|
)
|
$
|
5,877,410
|
$
|
14,663,076
|
|||||
| (1) |
Does not include corporate general and administrative expenses. See the discussion under “Consolidated Results of Operations” above.
|
Total vessel revenues – Total vessel revenues for our dry bulk fleet increased to $21.6 million in the six months
ended June 30, 2026 from $15.3 million in the same period of 2025. The increase was mainly driven by the increase of the Daily TCE Rate earned by our dry bulk fleet during the comparative periods. During the six months ended June 30, 2026, the
dry bulk fleet earned on average a Daily TCE Rate of $14,678 compared to an average Daily TCE Rate of $8,933 earned during the same period in 2025. The increase was partially offset by a decrease in Available Days for the comparative periods from
1,564 days in the six months ended June 30, 2025 to 1,382 days, following the sale of two dry bulk vessels in the six months ended June 30, 2025. Daily TCE Rate is not a recognized metric under U.S. GAAP (i.e., it is a non-GAAP metric). Please
refer to Appendix A for the definition and reconciliation of this metric to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
Voyage expenses – Voyage expenses amounted to $1.3 million in both six months ended June 30, 2025 and 2026. There has been an increase in the brokerage
commission to a related party associated with the increase in vessels revenues offset by lower bunker consumption and lower port and other related expenses (including lower cost of EUAs for emissions).
Vessel operating expenses – The decrease in operating expenses for our dry bulk fleet by $0.6 million to $7.8 million in the six months ended June 30, 2026,
from $8.4 million in the same period of 2025, mainly reflects the net decrease in Ownership Days due to the sales and acquisitions of the vessels mentioned above.
11
Management fees – Management fees in the six months ended June 30, 2026, amounted to $1.6 million, whereas, in the same period of 2025, management fees
totaled $2.0 million. This decrease in management fees is due to the net decrease in the total number of Ownership Days following the sales and acquisitions of the dry bulk vessels mentioned above. This decrease was partially offset by the
adjustments of management fees under the terms of the Amended and Restated Master Management Agreement effected on July 1, 2025.
Depreciation and amortization – Depreciation expenses for our dry bulk fleet in the six months ended June 30, 2026 and 2025 amounted to $3.9 million and
$4.3 million, respectively. The decrease by $0.4 million reflects mainly the net decrease in the Ownership Days of our Fleet following the sales and acquisitions of vessels discussed above. Dry-dock and special survey amortization charges
amounted to $1.1 million for the six months ended June 30, 2026, compared to a charge of $0.5 million in the respective period of 2025. This variation in dry-dock and special survey amortization charges reflects mainly the increase in aggregate
amortization days resulting from three vessels – the M/V Magic Starlight, M/V Magic Ariel and M/V Magic P – undergoing scheduled dry-dock from April 1, 2025 to
December 31, 2025, and two vessels – the M/V Magic Thunder and M/V Magic Pluto – undergoing scheduled dry-dock from January 1, 2026 to June 30, 2026.
Loss on vessels held for sale – Refer to discussion under “Consolidated Results of Operations.”
Net loss on sale of vessels – Net loss on sale of
vessels in the six months ended June 30, 2026, amounted to $0, compared to $2.0 million in the six-month period ended June 30, 2025, following the sales of the: (i) M/V Magic Eclipse, which concluded on March 24, 2025, pursuant to an agreement dated March 6, 2025, for cash consideration of $13.5 million that resulted in net proceeds of $13.1 million and a net loss on the sale of $1.9
million; and (ii) M/V Magic Callisto, which concluded on April 28, 2025, pursuant to an agreement dated March 11,
2025, for cash consideration of $14.5 million that resulted in net proceeds of $14.1 million and a net loss on the sale of $0.1 million.
Six months ended June 30, 2026, as compared to six months ended June 30, 2025 — Containership Segment
|
Six months ended
June 30, 2025
|
Six months ended
June 30, 2026
|
Change
-
amount
|
||||||||||
|
Total vessel revenues
|
$
|
6,170,124
|
$
|
5,263,204
|
$
|
(906,920
|
)
|
|||||
|
Expenses:
|
||||||||||||
|
Voyage expenses (including commissions to related party)
|
(435,583
|
)
|
(759,989
|
)
|
(324,406
|
)
|
||||||
|
Vessel operating expenses
|
(1,857,355
|
)
|
(875,777
|
)
|
981,578
|
|||||||
|
Management fees to related parties
|
(335,610
|
)
|
(205,964
|
)
|
129,646
|
|||||||
|
Depreciation and amortization
|
(724,256
|
)
|
(727,473
|
)
|
(3,217
|
)
|
||||||
|
Net gain / (loss) on sale of vessels
|
80,766
|
—
|
(80,766
|
)
|
||||||||
|
Segment operating income
|
$
|
2,898,086
|
$
|
2,694,001
|
$
|
(204,085
|
)
|
|||||
12
Total vessel revenues – Total vessel revenues for the six months ended June 30, 2026 decreased to $5.3 million from $6.2 million in the same period of 2025.
This variation was mainly driven by the decrease in our Available Days from 329 days in the six months ended June 30, 2025, to 181 days in the six months ended June 30, 2026, following the sale of two containership vessels during the first and
second quarters of 2025. The above decrease was partially offset by the increase of the Daily TCE Rate earned by our containership vessels during the comparative periods. During the six months ended June 30, 2026, our containerships earned an
average Daily TCE Rate of $24,880 compared to an average Daily TCE Rate of $17,430 earned in the same period of 2025. Daily TCE Rate is not a recognized metric under U.S. GAAP (i.e., it is a non-GAAP metric). Please refer to Appendix A for the
definition and reconciliation of this metric to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. During the period in which we owned them, our containerships were engaged
in period time charters.
Voyage expenses – Voyage expenses for our containership segment increased to $0.8 million in the six months ended June 30, 2026, from $0.4 million in the
same period of 2025, mainly reflecting the increase due to the cost of EUAs for emissions.
Vessel operating expenses – Operating expenses for our containership segment decreased to $0.9 million in the six months ended June 30, 2026, from $1.9
million in the same period of 2025, mainly reflecting the decrease of the Ownership Days of our containership vessels.
Management fees – Management fees for our containership segment amounted to $0.2 million, whereas in the same period of 2025, management fees totaled $0.3
million. This decrease in management fees is due to the decrease in the total number of Ownership Days, partly offset by the adjustment of management fees under the terms of the Amended and Restated Master Management Agreement effective July 1,
2025.
Depreciation and amortization – Depreciation expenses for our containership segment amounted to $0.7 million in the six-month periods ended June 30, 2026
and 2025. Depreciation expenses remained flat despite a decrease in Ownership Days from 329 days in the six-month period ended June 30, 2025 to 181 days in the six-month period ended June 30, 2026, following the sale of the two containership
vessels, as no depreciation was recorded for the six-month period ended June 30, 2025 during which both containership vessels were classified as ‘held for sale’ pursuant to the agreements for their sale (executed during 2024). No dry-dock
amortization charges were recorded during the six months ended June 30, 2025 and 2026.
Net loss on sale of vessel – Refer to discussion under “Consolidated Results of Operations” above for details on the sale of the M/V Gabriela A and M/V Ariana A.
13
Six months ended June 30, 2026, as compared to six months ended June 30, 2025 —Asset Management Segment
|
(in U.S. Dollars)
|
Six months ended
June 30, 2025
|
Six months ended
June 30, 2026
|
Change-
amount
|
|||||||||
|
Revenue from services
|
$
|
16,803,545
|
$
|
19,981,835
|
$
|
3,178,290
|
||||||
|
Expenses:
|
||||||||||||
|
Cost of revenue from services
|
(10,504,581
|
)
|
(14,009,651
|
)
|
(3,505,070
|
)
|
||||||
|
Depreciation and amortization
|
(1,149,915
|
)
|
(1,865,608
|
)
|
(715,693
|
)
|
||||||
|
(Provision) / recovery of provision for doubtful accounts
|
(15,459
|
)
|
75,908
|
91,367
|
||||||||
|
General and administrative expenses (including costs from related party)
|
(5,305,768
|
)
|
(5,102,531
|
)
|
203,237
|
|||||||
|
|
||||||||||||
|
Other operating income
|
||||||||||||
|
Net gain on disposition of assets
|
410,099
|
346
|
(409,753
|
)
|
||||||||
|
Net gain/(loss) from equity method investments
|
441,493
|
(864,264
|
)
|
(1,305,757
|
)
|
|||||||
|
Net (loss)/ gain from equity method investments measured at fair value
|
(25,430,461
|
)
|
57,601,559
|
83,032,020
|
||||||||
|
Segment operating (loss)/income
|
$
|
(24,751,047
|
)
|
$
|
55,817,594
|
$
|
80,568,641
|
|||||
Revenue from services – Revenue from services increased by $3.2 million, to $20.0 million in the six months ended June 30, 2026, from $16.8 million in the
corresponding period of 2025. Revenue from services primarily consists of transaction and management services. The increase was primarily attributable to a $2.5 million increase in ship management services and a $0.9 million increase in
transaction services, partially offset by a $0.2 million decrease in management services and other revenue.
Cost of revenue from services – Cost of revenue from services increased by $3.5 million, to $14.0 million in the six months ended June 30, 2026, from $10.5
million in the corresponding period of 2025, and relates to expenses for purchased services from third party providers as well as employee and other operating expenses of MPC Capital. The increase was primarily attributable to higher personnel
expenses and commissions incurred during the six months ended June 30, 2026.
14
Depreciation and amortization – Depreciation and amortization expenses for our asset management segment increased by $0.7 million, to $1.9 million in the
six months ended June 30, 2026, from $1.1 million in the corresponding period of 2025, comprising of property, plant and equipment depreciation and intangible assets amortization. The increase was primarily attributable to higher depreciation
charges in the current period, following the reclassification of the property, plant and equipment of EP Heringen from assets held for sale back to property, plant and equipment in the consolidated balance sheet as of December 31, 2025, upon
which depreciation for this asset recommenced. While EP Heringen was classified as held for sale, the related property, plant and equipment was not subject to depreciation.
General and administrative expenses – General and administrative expenses in the six months ended June 30, 2026,
amounted to $5.1 million, whereas, in the same period of 2025, general and administrative expenses totaled $5.3 million. This decrease mainly reflects the decrease in professional fees and other expenses by $0.5 million, partially offset by an
increase in personnel expenses by $0.2 million and in office and IT expenses by $0.1 million of MPC Capital.
Net gain on disposition of assets – Net gain on disposition of assets in the six months ended June 30, 2026, was $nil compared to $0.4 million in the
corresponding period of 2025 following the sale of an asset management contract.
Net gain/(loss) from equity method investments– Net loss from equity method investments for the six months ended June 30, 2026, amounted to $0.9 million
compared to a $0.4 million net gain in the same period of 2025, representing our share in jointly owned companies or equity method investments. The variance is mainly attributable to net loss recognized by one of our joint ventures, which was a
result of corporate tax expenses.
Net (loss)/ gain from equity method investments measured at fair value– Net gain from equity method investments measured at fair value was $57.6 million in
the six months ended June 30, 2026, compared to a net loss of $25.4 million in the corresponding period of 2025, resulting from the revaluation of such investments. These represent our shares in MPCC, the price of which appreciated by
approximately 44% during the six months ended June 30, 2026, and MPC Energy Solutions N.V. for which we have elected the fair value option. No additional shares of either entity were acquired during the six months ended June 30, 2026. The
revaluation effect on MPCC shares is higher compared to prior periods, as we presented a greater number of MPCC shares subject to fair value measurement following a change in its consolidation scope as of January 1, 2026, whereby we consolidated
an entity holding an equity interest in MPCC, as well as the aforementioned appreciation in MPCC’s share price during the six month period. A portion of the revaluation gain is attributable to non-controlling interests and is reflected
accordingly in the unaudited condensed consolidated statements of comprehensive income / (loss).
Liquidity and Capital Resources
We operate in a capital-intensive industry, and we expect to finance the purchase of additional vessels and other capital expenditures and enter into new co-investments through a
combination of proceeds from cash generated from operations, borrowings in debt transactions and equity offerings, to the extent available and permitted. Our liquidity requirements relate to servicing the principal and interest on our debt,
funding capital expenditures and working capital (which includes maintaining the quality of our vessels and complying with international shipping standards and environmental laws and regulations) and maintaining cash reserves for the purpose of
satisfying certain minimum liquidity restrictions contained in our credit facilities and financing arrangements. In accordance with our business strategy, other liquidity needs may relate to funding potential investments in additional vessels or
businesses and maintaining cash reserves to hedge against fluctuations in operating cash flows. Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity.
As of June 30, 2026 and December 31, 2025, we had cash and cash equivalents of $108.4 million and $151.8 million (which excludes $1.0 million of cash restricted in each period,
under our debt agreements), respectively. Cash and cash equivalents are primarily held in U.S. dollars.
As of June 30, 2026, we had $73.8 million of gross indebtedness outstanding under our debt agreements and financing arrangements.
Working capital is equal to current assets minus current liabilities. As of June 30, 2026, we had a working capital surplus of $121.8 million as compared to a working capital
surplus of $187.0 million as of December 31, 2025.
15
We believe that our current sources of funds and those that we anticipate to internally generate over the short-term period will be sufficient to meet our known short-term and
long-term liquidity needs, including funding the operations of our business, meeting our working capital and capital expenditures requirements and servicing the principal and interest on our existing debt for that period. Notwithstanding the
foregoing, we receive dividends from a limited number of investees, principally from MPCC, and any disruption or reduction of such dividends could materially affect our liquidity position.
Our medium- and long-term liquidity requirements relate to the funding of cash dividends on our Series D Preferred Shares, as well as cash dividends to
noncontrolling interests from our majority-owned subsidiaries, when declared, repayments of outstanding debt and financing arrangements, expenditures relating to the operation and maintenance of our vessels and
entering into new co-investments. Sources of funding for our medium- and long-term liquidity requirements are expected to be a combination of existing cash and cash equivalents, cash flows from operations or new debt financing, if required, and
proceeds from equity offerings to the extent available and permitted.
From time to time, we make capital expenditures in connection with vessel acquisitions and vessels upgrades and improvements (either for the purpose of meeting regulatory or legal
requirements or for the purpose of complying with requirements imposed by classification societies), which we finance and expect to continue to finance with cash from operations, debt financing and equity issuances. We may also pursue future
investments, including strategic acquisitions, or participate in co-investment arrangements with third parties, which we expect to finance through a combination of internally generated funds, borrowings under existing or new credit facilities,
and potential equity or debt issuances. As of December 31, 2025 and June 30, 2026, we did not have any commitments for capital expenditures related to vessel acquisitions.
Our Borrowing Activities
Please refer to Note 11 to our unaudited interim condensed consolidated financial statements, included elsewhere herein, for information regarding our borrowing activities as of
June 30, 2026.
Cash Flows
The following table summarizes our net cash flows provided by/(used in) operating, investing, and financing activities and our cash, cash equivalents and restricted cash for the
six-month periods ended June 30, 2025, and 2026:
|
Six months ended
June 30,
|
||||||||
|
(in U.S. Dollars)
|
2025
|
2026
|
||||||
|
Net cash (used in)/provided by operating activities from operations
|
$
|
(3,976,286
|
)
|
$
|
16,807,354
|
|||
|
Net cash provided by/(used in) investing activities from operations
|
62,598,078
|
(43,418,946
|
)
|
|||||
|
Net cash used in financing activities from operations
|
(104,536,063
|
)
|
(15,328,284
|
)
|
||||
|
Cash, cash equivalents and restricted cash at beginning of period
|
88,616,996
|
152,775,129
|
||||||
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
45,909,658
|
$
|
109,443,675
|
||||
16
Operating Activities:
For the six months ended June 30, 2026, net cash provided by operating activities amounted to $16.8 million, consisting of net income of $96.0 million, non-cash adjustments
related to depreciation and amortization of $7.6 million, amortization and write off of deferred finance charges of $0.6 million, straight line amortization of hire of $0.3 million, unrealized loss of $1.2 million from revaluing our investments
in listed equity securities at period end market rates, a realized gain on sale of equity securities of $9.1 million, unrealized gain from equity method investments measured at fair value of $69.6 million, unrealized foreign exchange gains from
equity method investments of $7.4 million, payments related to dry-docking costs of $3.2 million and a net increase of $1.7 million in working capital, which is mainly the result of increases in (i) trade receivables by $1.7 million, (ii)
inventories by $0.4 million, (iii) prepaid expenses and other assets by $0.3 million, (iv) derivative assets/liabilities by $0.6 million, (v) accounts payable by $0.3 million and (vi) deferred revenue by $0.4 million, and decreases in (vii)
accrued liabilities by $3.2 million and (viii) income tax receivable/payable by $1.2 million and (ix) due from/to related parties by $3.7 million. Moreover, the Company received $7.8 million of dividends in cash from its equity method investments
that are measured at fair value.
For the six months ended June 30, 2025, net cash used in operating activities amounted to $4.0 million, consisting of net loss of $17.0 million, non-cash adjustments related to
depreciation and amortization of $6.7 million, loss on vessels held for sale discussed above of $5.6 million, net loss on sale of vessels of $2.0 million, amortization and write off of deferred finance
charges of $0.1 million, amortization of fair value of acquired charters of $0.1 million, straight line amortization of hire of $0.1 million, unrealized gain of $7.5 million from revaluing our investments in listed equity securities at period end
market rates, a realized loss on sale of equity securities of $2.0 million, unrealized loss from equity method investments measured at fair value of $24.8 million, unrealized foreign exchange losses from equity method investments of $1.1 million,
payments related to dry-docking costs of $2.4 million and a net increase of $14.3 million in working capital, which is mainly the result of increases in (i) trade receivables by $1.2 million, (ii) prepaid expenses and other assets by $0.3
million, (iii) deferred revenue by $0.2 million and set off by decreases in (iv) inventories by $0.8 million, (v) income tax receivable / payable by $4.6 million, (vi) derivative assets / liabilities by $1.1 million and (vii) accrued liabilities
by $8.6 million, (viii) due from/to related parties by $0.6 million and (ix) accounts payable by $0.2 million. Moreover, the Company received in cash $5.8 million of dividends from its equity method investments that are measured at fair value.
Investing Activities:
For the six months ended June 30, 2026, net cash used in investing activities amounted to $43.4 million mainly reflecting the net cash outflow of $79.6 million for
the acquisition of the vessels M/V Magic Jupiter and M/V Magic Saturn, discussed above, net outflows of $0.4 million for acquisitions of property, plant and equipment, net inflows of $34.0 million associated with the purchase and sale of debt and equity securities / investments
and net inflows of $2.6 million associated with the acquisition, disposition and return of capital from equity method investments. Please also refer to Notes 6, 10, 12 to our unaudited interim condensed consolidated
financial statements included elsewhere in this report for a more detailed discussion.
For the six months ended June 30, 2025, net cash provided by investing activities amounted to $62.6 million mainly reflecting the net cash inflow of $61.9 million of
net proceeds from the sale of the vessels discussed above, net inflows of $20.7 million associated with the purchase and sale of equity securities, net outflows of $20.0 million associated with the sale
and purchase of equity method investments.
17
Financing Activities:
For the six months ended June 30, 2026, net cash used in financing activities amounted to $15.3 million, mainly relating to (i) $26.8 million consisting of period
scheduled principal repayments under our existing secured credit facilities, and financing arrangements and voluntary prepayments and $0.5 million related to payments
of deferred financing costs, (ii) $15.6 million of proceeds related to the sale and leaseback transaction of the M/V Magic Perseus, (iii) $2.5
million of dividends paid relating to Series D Preferred Shares and (iv) $1.1 million for transactions with non-controlling interest. Please also refer to Notes 3 and 11 to our unaudited interim consolidated financial statements included
elsewhere in this report for a more detailed discussion.
For the six months ended June 30, 2025, net cash used in financing activities amounted to $104.5 million, mainly relating to (i) $101.1 million consisting of period scheduled
principal repayments under our existing secured credit facilities, early prepayments due to sale of vessels and voluntary prepayments, (ii) $1.6 million proceeds from long-term debt, (iii) $2.1 million of dividends paid relating to Series D
Preferred Shares and (iv) $2.8 million for cash dividends paid to non-controlling interest.
Critical Accounting Estimates
We prepare our financial statements in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. On a regular basis, management reviews the
accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with
certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For more details on our Critical Accounting Estimates, please read “Item 5. Operating and
Financial Review and Prospects—E. Critical Accounting Estimates” in our 2025 Annual Report. For a description of our significant accounting policies, please read Note 2 to our unaudited interim condensed consolidated financial
statements, included elsewhere in this report, “Item 18. Financial Statements” in our 2025 Annual Report and more precisely “Note 2. Significant Accounting Policies and
Recent Accounting Pronouncements” of our consolidated financial statements included in our 2025 Annual Report.
APPENDIX A
Non-GAAP Financial Information
Time Charter Equivalent (“TCE”) Revenues and Daily TCE Rate.
Time Charter Equivalent revenues (“TCE Revenues”) is a measure of the revenue performance of a vessel and is defined as total vessel revenues (time charter and/or voyage charter revenues, and/or
pool revenues, net of charterers’ commissions), less voyage expenses. The Daily Time Charter Equivalent Rate (“Daily TCE Rate”) is a metric of the average daily revenue performance of a vessel. TCE Revenues, which is a non-GAAP measure, and Daily
TCE rate, which is a non-GAAP metric, should not be considered as alternatives to any measure of financial performance presented in accordance with U.S. GAAP. We calculate Daily TCE Rate by dividing TCE revenues by the number of Available Days
during that period. Under a time charter, the charterer pays substantially all the vessel voyage related expenses. However, we may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time or
other charter, during periods of commercial waiting time or while off-hire during dry-docking or due to other unforeseen circumstances. Under voyage charters, the majority of voyage expenses are generally borne by us whereas for vessels in a
pool, such expenses are borne by the pool operator. The Daily TCE Rate is a standard shipping industry performance metric used primarily to compare period-to-period changes in a company’s performance and management believes that the Daily TCE
Rate provides meaningful information to our investors because it compares daily net earnings generated by our vessels irrespective of the mix of charter types (e.g., time charter, voyage charter or other) under which our vessels are employed
between the periods while further assisting our management in making decisions regarding the deployment and use of our vessels and in evaluating our financial performance. Our calculation of TCE Revenues and Daily TCE Rate may not be comparable
to those reported by other companies. See below for a reconciliation of TCE Revenues and Daily TCE Rate to Vessel revenue, net, the most directly comparable U.S. GAAP measure.
18
(amounts in U.S. dollars, except for Available Days):
Reconciliation of Daily TCE Rate to Total vessel revenues — Consolidated
|
Six-months ended
June 30,
|
Six-months ended
June 30,
|
|||||||
|
2025
|
2026
|
|||||||
|
Total vessel revenues
|
$
|
21,482,267
|
$
|
26,843,551
|
||||
|
Voyage expenses -including commissions to related party
|
(1,776,817
|
)
|
(2,055,809
|
)
|
||||
|
TCE revenues
|
$
|
19,705,450
|
$
|
24,787,742
|
||||
|
Available Days
|
1,893
|
1,563
|
||||||
|
Daily TCE Rate
|
$
|
10,410
|
$
|
15,859
|
||||
Reconciliation of Daily TCE Rate to Total vessel revenues — Dry Bulk Segment
|
Six-months ended
June 30,
|
Six-months ended
June 30,
|
|||||||
|
|
2025
|
2026
|
||||||
|
Total vessel revenues
|
$
|
15,312,143
|
$
|
21,580,347
|
||||
|
Voyage expenses - including commissions to related party
|
(1,341,234
|
)
|
(1,295,820
|
)
|
||||
|
TCE revenues
|
$
|
13,970,909
|
$
|
20,284,527
|
||||
|
Available Days
|
1,564
|
1,382
|
||||||
|
Daily TCE Rate
|
$
|
8,933
|
$
|
14,678
|
||||
Reconciliation of Daily TCE Rate to Total vessel revenues — Containership Segment
|
Six-months ended
June 30,
|
Six-months ended
June 30,
|
|||||||
|
2025
|
2026
|
|||||||
|
Total vessel revenues
|
$
|
6,170,124
|
$
|
5,263,204
|
||||
|
Voyage expenses - including commissions to related party
|
(435,583
|
)
|
(759,989
|
)
|
||||
|
TCE revenues
|
$
|
5,734,541
|
$
|
4,503,215
|
||||
|
Available Days
|
329
|
181
|
||||||
|
Daily TCE Rate
|
$
|
17,430
|
$
|
24,880
|
||||
19