EX-99.1 2 ef20028725_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

INDEX TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 
Page
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2023, and March 31, 2024
F-2
   
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023, and 2024
F-3
   
Unaudited Condensed Consolidated Statements of Shareholders’ Equity and Mezzanine Equity for the three months ended March 31, 2023, and 2024
F-4
   
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023, and 2024
F-5
   
Notes to Unaudited Interim Condensed Consolidated Financial Statements
F-6


CASTOR MARITIME INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2023 and March 31, 2024
(Expressed in U.S. Dollars – except for share data)

ASSETS
       
December 31,
   
March 31,
 
CURRENT ASSETS:
 
Note
   
2023
   
2024
 
Cash and cash equivalents
       
$
111,383,645
   
$
157,203,721
 
Restricted cash
   
8
     
2,327,502
     
2,830,759
 
Accounts receivable trade, net
           
2,914,899
     
1,749,307
 
Due from related parties
   
4
     
5,650,168
     
4,337,429
 
Inventories
           
977,639
     
997,527
 
Prepaid expenses and other assets
           
3,277,873
     
2,812,783
 
Investment in equity securities
   
9
     
77,089,100
     
90,634,259
 
Assets held for sale
   
4(e), 7(b)

   
38,656,048
     
39,068,012
 
Accrued charter revenue
           
     
872,557
 
Total current assets
           
242,276,874
     
300,506,354
 
                         
NON-CURRENT ASSETS:
                       
Vessels, net
   
7
     
229,536,996
     
189,713,003
 
Restricted cash
   
8
     
7,190,000
     
5,150,000
 
Due from related parties
   
4
     
4,504,340
     
3,599,018
 
Prepaid expenses and other assets
           
500,000
     
500,000
 
Deferred charges, net
   
5
     
3,231,461
     
2,524,666
 
Fair value of acquired time charters
   
6
     
265,173
     
 
Investment in related party
   
4(c)

   
117,537,135
     
117,541,024
 
Total non-current assets
           
362,765,105
     
319,027,711
 
                         
Total assets
         
$
605,041,979
   
$
619,534,065
 
                         
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
                       
CURRENT LIABILITIES:
                       
Current portion of long-term debt, net
   
8
     
17,679,295
     
14,541,683
 
Debt related to assets held for sale, net
   
8
     
2,406,648
     
11,689,285
 
Liability associated with asset held for sale
   
7(b)

   
     
4,950,000
 
Accounts payable
           
2,833,167
     
1,767,403
 
Deferred revenue
           
1,548,892
     
1,452,951
 
Accrued liabilities
           
3,592,728
     
3,882,270
 
Due to related party
   
4(d)

   
541,666
     
548,610
 
Total current liabilities
           
28,602,396
     
38,832,202
 
                         
NON-CURRENT LIABILITIES:
                       
Long-term debt, net
   
8
     
65,709,842
     
48,272,320
 
Total non-current liabilities
           
65,709,842
     
48,272,320
 
                         
Commitments and contingencies
   
12
                 
                         
MEZZANINE EQUITY:
                       
5.00% Series D fixed rate cumulative perpetual convertible preferred shares: 50,000 shares issued and outstanding as of December 31, 2023, and March 31, 2024, respectively, aggregate liquidation preference of $50,000,000 as of December 31, 2023 and March 31, 2024, respectively
           
49,549,489
     
49,673,302
 
Total mezzanine equity
   
10
     
49,549,489
     
49,673,302
 
                         
SHAREHOLDERS’ EQUITY:
                       
Common shares, $0.001 par value; 1,950,000,000 shares authorized; 9,662,354 issued and outstanding as of December 31, 2023 and March 31, 2024
   
10
     
9,662
     
9,662
 
Preferred shares, $0.001 par value: 50,000,000 shares authorized; Series B Preferred Shares – 12,000 shares issued and outstanding as of December 31, 2023, and March 31, 2024
   
10
     
12
     
12
 
Additional paid-in capital
           
266,447,819
     
266,447,819
 
Retained earnings
           
194,722,759
     
216,298,748
 
Total shareholders’ equity
           
461,180,252
     
482,756,241
 
Total liabilities, mezzanine equity and shareholders’ equity
         
$
605,041,979
   
$
619,534,065
 

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

F-2

CASTOR MARITIME INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three months ended March 31, 2023 and 2024
(Expressed in U.S. Dollars – except for share data)

 
       
Three Months Ended
March 31,
   
Three Months Ended
March 31,
 
 
 
Note
   
2023
   
2024
 
REVENUES:
                 
Time charter revenues
   
6, 14
     
24,468,970
     
20,390,247
 
Total vessel revenues
         
$
24,468,970
   
$
20,390,247
 
 
                       
EXPENSES:
                       
Voyage expenses (including $326,770, and $251,581 to related party for the three months ended March 31, 2023, and 2024, respectively)
   
4, 15
     
(1,277,085
)
   
(1,064,734
)
Vessel operating expenses
   
15
     
(11,267,683
)
   
(8,123,197
)
Management fees to related parties
   
4
     
(1,831,500
)
   
(1,422,798
)
Depreciation and amortization
   
5, 7
     
(5,812,463
)
   
(3,855,832
)
General and administrative expenses (including $750,000, and $799,500 to related party for the three months ended March 31, 2023, and 2024, respectively)
   
4, 16
     
(1,134,664
)
   
(1,929,550
)
Gain on sale of vessels (including $0, and $4,121,720 from related party for the three months ended March 31, 2023 and 2024, respectively)
   
7(b)

   
     
7,893,530
 
Total expenses
           
(21,323,395
)
   
(8,502,581
)
 
                       
Operating income
           
3,145,575
     
11,887,666
 
 
                       
OTHER INCOME/(EXPENSES):
                       
Interest and finance costs
   
8, 17
     
(3,088,079
)
   
(2,033,257
)
Interest income
           
798,964
     
1,475,589
 
Foreign exchange losses
           
(61,578
)
   
(52,007
)
Dividend income on equity securities
   
9
     
313,716
     
834,900
 
Dividend income from related party
   
4
     
97,222
     
353,889
 
(Loss) / Gain on equity securities
   
9
     
(7,692,952
)
   
9,928,255
 
Total other (expenses) / income, net
           
(9,632,707
)
   
10,507,369
 
 
                       
Net (loss) /income and comprehensive (loss)/income from continuing operations, before taxes
         
$
(6,487,132
)
 
$
22,395,035
 
Income taxes
           
(22,906
)
   
(63,289
)
Net (loss)/income and comprehensive (loss)/income
from continuing operations, net of taxes
         
$
(6,510,038
)
 
$
22,331,746
 
Net income and comprehensive income from discontinued operations, net of taxes
   
3
     
17,339,332
     
 
Net income and comprehensive income
           
10,829,294
     
22,331,746
 
Dividend on Series D Preferred Shares
           
     
(631,944
)
Deemed dividend on Series D Preferred Shares
           
     
(123,813
)
Net income attributable to common shareholders
           
10,829,294
     
21,575,989
 
 
                       
(Loss)/Earnings per common share, basic, continuing operations
   
13
     
(0.69
)
   
2.23
 
(Loss)/Earnings per common share, diluted, continuing operations
   
13
     
(0.69
)
   
1.09
 
Earnings per common share, basic, discontinued operations
   
13
     
1.83
     
 
Earnings per common share, diluted, discontinued operations
   
13
     
1.83
     
 
Earnings per common share, basic, total
   
13
     
1.14
     
2.23
 
Earnings per common share, diluted, total
   
13
     
1.14
     
1.09
 
Weighted average number of common shares, basic
   
13
     
9,460,976
     
9,662,354
 
Weighted average number of common shares, diluted
   
13
     
9,460,976
     
20,564,123
 

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 three months ended March 31, 2023, and 2024
(Expressed in U.S. Dollars – except for share data)

   
Number of shares issued
                                 
Mezzanine equity
 
   
Common
shares
   
Preferred
A shares
   
Preferred
B shares
   
Par
Value of
Shares
issued
   
Additional
Paid-in
capital
   
Retained
earnings
   
Total
Shareholders’ Equity
   
# of
Series D Preferred
Shares
   
Mezzanine
Equity
 
Balance, December 31, 2022
   
9,460,976
     
     
12,000
     
9,473
     
303,743,302
     
157,742,285
     
461,495,060
     
     
 
-  Distribution of net assets of Toro Corp. to shareholders (Note 1)
   
     
     
     
     
(37,919,432
)
   
     
(37,919,432
)
   
     
 
- Net income and comprehensive income
   
     
     
     
     
     
10,829,294
     
10,829,294
     
     
 
Balance, March 31, 2023
   
9,460,976
     
     
12,000
     
9,473
     
265,823,870
     
168,571,579
     
434,404,922
     
     
 
                                                                         
Balance, December 31, 2023
   
9,662,354
     
     
12,000
     
9,674
     
266,447,819
     
194,722,759
     
461,180,252
     
50,000
     
49,549,489
 
- Dividend on Series D Preferred Shares
   
     
     
     
     
     
(631,944
)
   
(631,944
)
   
     
 
- Deemed dividend on Series D Preferred Shares
   
     
     
     
     
     
(123,813
)
   
(123,813
)
   
     
123,813
 
- Net income and comprehensive income
   
     
     
     
     
     
22,331,746
     
22,331,746
     
     
 
Balance, March 31, 2024
   
9,662,354
     
     
12,000
     
9,674
     
266,447,819
     
216,298,748
     
482,756,241
     
50,000
     
49,673,302
 

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 three months ended March 31, 2023, and 2024 (Expressed in U.S. Dollars)

 
 
Note
 
Three
Months
Ended
March 31,
   
Three
Months
Ended
March 31,
 
 
      2023        2024  
Cash Flows provided by Operating Activities of Continuing Operations:
                   
Net income
       
10,829,294
     
22,331,746
 
Less: Net income from discontinued operations, net of taxes
       
17,339,332
     
 
Net (loss)/income from continuing operations, net of taxes
     
$
(6,510,038
)
 
$
22,331,746
 
Adjustments to reconcile net (loss)/income from Continuing operations to net cash provided by Operating Activities:
                   
Depreciation and amortization
  5, 7
    5,812,463
     
3,855,832
 
Amortization of deferred finance charges
  17
    186,151
     
146,093
 
Amortization of fair value of acquired time charters
  6
    1,026,959
     
265,173
 
Gain on sale of vessels
       
     
(7,893,530
)
Straight line amortization of hire
       
     
(872,557
)
Unrealized loss / (gain) on equity securities
       
7,695,588
     
(9,787,434
)
Realized gain on sale of equity securities
       
(2,636
)
   
 
Changes in operating assets and liabilities:
                   
Accounts receivable trade, net
       
(195,435
)
   
1,165,592
 
Inventories
       
180,445
     
254,987
 
Due from/to related parties
       
(753,948
)
   
2,214,172
 
Prepaid expenses and other assets
       
(124,161
)
   
465,090
 
Other deferred charges
       
51,138
     
 
Accounts payable
       
(3,595,122
)
   
(1,065,765
)
Accrued liabilities
       
(1,382,673
)
   
347,392
 
Deferred revenue
       
(782,933
)
   
(95,940
)
Dry-dock costs paid
       
(1,315,024
)
   
 
Net Cash provided by Operating Activities from Continuing Operations
       
290,774
     
11,330,851
 
 
                   
Cash flow (used in)/provided by Investing Activities of Continuing Operations:
                   
Vessel acquisitions and other vessel improvements
  7
    (204,763
)     (18,923
)
Advance received for sale of vessel
  7(b)
   
     
4,950,000
 
Net proceeds from sale of vessels
 
   
     
43,842,720
 
Purchase of equity securities
       
(31,742,081
)
   
(3,757,725
)
Proceeds from sale of equity securities
       
258,999
     
 
Net cash (used in) / provided by Investing Activities from Continuing Operations
       
(31,687,845
)
   
45,016,072
 
 
                   
Cash flows used in Financing Activities of Continuing Operations:
                   
Dividends paid on Series D Preferred Shares
       
     
(625,000
)
Repayment of long-term debt
  8
    (8,444,500
)
    (11,438,590
)
Payment of deferred financing costs
       
(25,178
)
   
 
Proceeds received from Toro Corp. related to Spin-Off
  4
   
2,570,503
     
 
Net cash used in Financing Activities from continuing operations
       
(5,899,175
)
   
(12,063,590
)
 
                   
Cash flows of discontinued operations:
                   
Net cash provided by Operating Activities from discontinued operations
       
20,409,041
     
 
Net cash used in Investing Activities from discontinued operations
       
(153,861
)
   
 
Net cash used in Financing Activities from discontinued operations
       
(62,734,774
)
   
 
Net cash used in discontinued operations
       
(42,479,594
)
   
 
 
                   
Net (decrease)/increase in cash, cash equivalents, and restricted cash
       
(79,775,840
)
   
44,283,333
 
Cash, cash equivalents and restricted cash at the beginning of
the period
       
152,307,420
     
120,901,147
 
Cash, cash equivalents and restricted cash at the end of the
period
     
$
72,531,580
     
165,184,480
 
 
                   
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
                   
Cash and cash equivalents
     
$
63,091,223
   
$
157,203,721
 
Restricted cash, current
       
1,935,357
     
2,830,759
 
Restricted cash, non-current
       
7,505,000
     
5,150,000
 
Cash, cash equivalents, and restricted cash
     
$
72,531,580
   
$
165,184,480
 

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

F-5

CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

1.
Basis of Presentation and General information:

Castor Maritime Inc. (“Castor”) was incorporated in September 2017 under the laws of the Republic of the Marshall Islands. The accompanying unaudited interim condensed consolidated financial statements include the accounts of Castor and its wholly owned subsidiaries (collectively, the “Company”). The Company is engaged in the worldwide transportation of ocean-going cargoes through its vessel-owning subsidiaries. On December 21, 2018, Castor’s common shares, 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 March 31, 2024, Castor was controlled by Thalassa Investment Co. S.A. (“Thalassa”) by virtue of its ownership of 100% of the Series B preferred shares of Castor and, as a result, Thalassa controlled the outcome of matters on which shareholders are entitled to vote. Thalassa is controlled by Petros Panagiotidis, the Company’s Chairman, Chief Executive Officer and Chief Financial Officer.

On March 27, 2024, the Company effected a 1-for-10 reverse stock split on its issued and outstanding common shares (Note 10). All share and per share amounts disclosed in the accompanying unaudited interim condensed consolidated financial statements give effect to this reverse stock split retroactively for the periods presented.

On March 7, 2023 (the “Distribution Date”), the Company contributed the subsidiaries constituting the Company’s Aframax/LR2 and Handysize tanker segments and Elektra (as defined below) to the Company’s wholly owned subsidiary, Toro Corp. (“Toro”), in exchange for (i) the issuance by Toro to Castor of all 9,461,009 of Toro’s issued and outstanding common shares, and 140,000 1.00% Series A fixed rate cumulative perpetual convertible preferred shares of Toro (the “Series A Preferred Shares”), having a stated amount of $1,000 and a par value of $0.001 per share and (ii) the issuance of 40,000 Series B preferred shares of Toro, par value $0.001 per share, to Pelagos Holdings Corp, a company controlled by the Company’s Chairman, Chief Executive Officer and Chief Financial Officer. On the same day, the Company distributed all of Toro’s common shares outstanding to its holders of common shares of record at the close of business on February 22, 2023 at a ratio of one Toro common share for every ten Company common shares (such transactions collectively, the “Spin-Off”). The Spin-Off was concluded on March 7, 2023. Results of operations and cash flows of the Aframax/LR2 and Handysize tanker segments and assets and liabilities that were part of the Spin-Off are reported as discontinued operations for the three-month period ended March 31, 2023 (Note 3). Toro’s shares commenced trading on the same date on the Nasdaq Capital Market under the symbol “TORO”. As part of the Spin-Off, Toro entered into various agreements effecting the separation of Toro’s business from the Company, including a Contribution and Spin-Off Distribution Agreement, pursuant to which, among other things, (i) the Company agreed to indemnify Toro and its vessel-owning subsidiaries for any and all obligations and other liabilities arising from or relating to the operation, management or employment of vessels or subsidiaries the Company retained after the Distribution Date and Toro agreed to indemnify the Company for any and all obligations and other liabilities arising from or relating to the operation, management or employment of the vessels contributed to it or its vessel-owning subsidiaries, and (ii) Toro replaced the Company as guarantor under an $18.0 million term loan facility entered into by Alpha Bank S.A. and two of the Company’s former tanker-owning subsidiaries on April 27, 2021. The Contribution and Spin-Off Distribution Agreement also provided for the settlement or extinguishment of certain liabilities and other obligations between the Company and Toro and provides the Company with certain registration rights relating to Toro’s common shares, if any, issued upon conversion of the Toro Series A Preferred Shares issued to the Company in connection with the Spin-Off.

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):

With effect from July 1, 2022, Castor Ships S.A., a corporation incorporated under the laws of the Republic of the Marshall Islands (“Castor Ships”), a related party controlled by the Company’s Chairman, Chief Executive Officer and Chief Financial Officer, Petros Panagiotidis, manages the Company’s business overall. Prior to this date, Castor Ships provided only commercial ship management and administrative services to the Company (see also Note 4).

Pavimar S.A. (“Pavimar”), a related party controlled by Ismini Panagiotidis, the sister of the Company’s Chairman, Chief Executive Officer, Chief Financial Officer and controlling shareholder, Petros Panagiotidis, provided technical, crew and operational management services to the Company through the first half of 2022. With effect from July 1, 2022, Pavimar co-manages with Castor Ships the technical management of the Company’s dry bulk vessels.

As of March 31, 2024, the Company owned a diversified fleet of 14 vessels, with a combined carrying capacity of 1.0 million dwt, consisting of five Kamsarmax and seven Panamax dry bulk vessels, as well as two 2,700 TEU containerships. Details of the Company’s wholly owned subsidiaries as of March 31, 2024, are listed below.

(a) Consolidated vessel owning subsidiaries:

 
Company
Country of
incorporation
Vessel Name
DWT
Year
Built
Delivery date
to Castor
1
Spetses Shipping Co. (“Spetses”)
Marshall Islands
M/V Magic P
76,453
2004
February 2017
2
Pocahontas Shipping Co. (“Pocahontas”)
Marshall Islands
M/V Magic Horizon
76,619
2010
October 2020
3
Super Mario Shipping Co. (“Super Mario”)
Marshall Islands
M/V Magic Venus
83,416
2010
March 2021
4
Liono Shipping Co. (“Liono”)
Marshall Islands
M/V Magic Thunder
83,375
2011
April 2021
5
Stewie Shipping Co. (“Stewie”)
Marshall Islands
M/V Magic Vela
75,003
2011
May 2021
6
Snoopy Shipping Co. (“Snoopy”)
Marshall Islands
M/V Magic Nebula
80,281
2010
May 2021
7
Mulan Shipping Co. (“Mulan”)
Marshall Islands
M/V Magic Starlight
81,048
2015
May 2021
8
Cinderella Shipping Co. (“Cinderella”)
Marshall Islands
M/V Magic Eclipse
74,940
2011
June 2021
9
Mickey Shipping Co. (“Mickey”)
Marshall Islands
M/V Magic Callisto
74,930
2012
January 2022
10
Songoku Shipping Co. (“Songoku”)
Marshall Islands
M/V Magic Pluto
74,940
2013
August 2021
11
Asterix Shipping Co. (“Asterix”)
Marshall Islands
M/V Magic Perseus
82,158
2013
August 2021
12
Johnny Bravo Shipping Co. (“Johnny Bravo”)
Marshall Islands
M/V Magic Mars
76,822
2014
September 2021
13
Jerry Shipping Co. (“Jerry S”)
Marshall Islands
M/V Ariana A
38,117
2005
November 2022
14
Tom Shipping Co. (“Tom S”)
Marshall Islands
M/V Gabriela A
38,121
2005
November 2022

F-7

CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
1.
Basis of Presentation and General information (continued):

(b)  Consolidated subsidiaries formed to acquire vessels:

 
Company
Country of incorporation
1
Containco Shipping Inc.
Marshall Islands

(c) Consolidated non-vessel owning subsidiaries:

 
Company
Country of incorporation
1
Castor Maritime SCR Corp. (“Castor SCR”)(1)
Marshall Islands
2
Bagheera Shipping Co. (“Bagheera”)(2)
Marshall Islands
3
Luffy Shipping Co. (“Luffy”)(3)
Marshall Islands
4
Kabamaru Shipping Co. (“Kabamaru”)(4)
Marshall Islands
5
Bistro Maritime Co. (“Bistro”) (5)
Marshall Islands
6
Garfield Shipping Co. (“Garfield”)(6)
Marshall Islands
7
Pikachu Shipping Co. (“Pikachu”) (7)
Marshall Islands
8
Jumaru Shipping Co. (“Jumaru”) (8)
Marshall Islands
9
Pumba Shipping Co. (“Pumba”) (9)
Marshall Islands

(1)
Incorporated under the laws of the Marshall Islands on September 16, 2021, this entity serves as the Company’s subsidiaries’ cash manager with effect from November 1, 2021.

(2)
Bagheera Shipping Co. no longer owns any vessel following the sale of the M/V Magic Rainbow on March 13, 2023, and delivery of such vessel to an unaffiliated third-party on April 18, 2023.

(3)
Luffy Shipping Co. no longer owns any vessel following the sale of the M/V Magic Twilight on June 2, 2023, and delivery of such vessel to an unaffiliated third-party on July 20, 2023.

(4)
Kabamaru Shipping Co. no longer owns any vessel following the sale of the M/V Magic Argo on September 22, 2023, and delivery of such vessel to an unaffiliated third-party on December 14, 2023.

(5)
Bistro Maritime Co. no longer owns any vessel following the sale of the M/V Magic Sun on October 6, 2023, and delivery of such vessel to an unaffiliated third-party on November 14, 2023.

(6)
Garfield Shipping Co. no longer owns any vessel following the sale of the M/V Magic Phoenix on October 16, 2023, and delivery of such vessel to an unaffiliated third-party on November 27, 2023.

(7)
Pikachu Shipping Co. no longer owns any vessel following the sale of the M/V Magic Moon on November 10, 2023, and delivery of such vessel to an unaffiliated third-party on January 16, 2024 (see also Note 7).

(8)
Jumaru Shipping Co. no longer owns any vessel following the sale of the M/V Magic Nova on January 19, 2024, and delivery of such vessel to an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer on March 11, 2024 (see also Note 7).

(9)
Pumba Shipping Co. no longer owns any vessel following the sale of the M/V Magic Orion on December 7, 2023, and delivery of such vessel to an unaffiliated third-party on March 22, 2024 (see also Note 7).

F-8

CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
1.
Basis of Presentation and General information (continued):

(d) Entities comprising the discontinued operations as part of the Spin-Off:

 
Company
Country of
incorporation
Vessel Name
DWT
Year
Built
Delivery date to
Castor
1
Toro Corp. (10)
Marshall Islands
2
Toro RBX Corp. (“Toro RBX”) (11)
Marshall Islands
3
Rocket Shipping Co. (“Rocket”)
Marshall Islands
M/T Wonder Polaris
115,351
2005
March 2021
4
Gamora Shipping Co. (“Gamora”)
Marshall Islands
M/T Wonder Sirius
115,341
2005
March 2021
5
Starlord Shipping Co. (“Starlord”)
Marshall Islands
M/T Wonder Vega
106,062
2005
May 2021
6
Hawkeye Shipping Co. (“Hawkeye”)
Marshall Islands
M/T Wonder Avior
106,162
2004
May 2021
7
Vision Shipping Co. (“Vision”)
Marshall Islands
M/T Wonder Mimosa
36,718
2006
May 2021
8
Colossus Shipping Co. (“Colossus”)
Marshall Islands
M/T Wonder Musica
106,290
2004
June 2021
9
Xavier Shipping Co. (“Xavier”)
Marshall Islands
M/T Wonder Formosa
36,660
2006
June 2021
10
Drax Shipping Co. (“Drax”)
Marshall Islands
M/T Wonder Bellatrix
115,341
2006
December 2021
11
Elektra Shipping Co. (“Elektra”) (12)
Marshall Islands

(10)
Incorporated on July 29, 2022. At the Distribution Date, Toro served as the holding company to which the equity interests of the Aframax/LR2 and Handysize tanker owning subsidiaries and Elektra were contributed.

(11)
Incorporated under the laws of the Marshall Islands on October 3, 2022, to serve, with effect from the Distribution Date, as the cash manager of Toro and its subsidiaries.

(12)
Elektra no longer owns any vessel following the sale of the M/T Wonder Arcturus on May 9, 2022, and delivery of such vessel to an unaffiliated third-party on July 15, 2022.

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, 2023, filed with the SEC on February 29, 2024 (the “2023 Annual Report”).

These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the three-month period ended March 31, 2024, are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2024.

F-9

CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
2.
Significant Accounting Policies and 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, 2023, included in the Company’s 2023 Annual Report. There have been no material changes to these policies in the three-month period ended March 31, 2024.

3.
Discontinued operations:

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

The components of the income from discontinued operations for the period January 1, 2023 through March 7, 2023 in the consolidated statements of comprehensive income consisted of the following:

   
January 1 through
March 7,
 
   
2023
 
REVENUES:
     
Time charter revenues
   
914,000
 
Voyage charter revenues
   
7,930
 
Pool revenues
   
22,447,344
 
Total vessel revenues
   
23,369,274
 
         
EXPENSES:
       
Voyage expenses (including $294,831 to related party for the period January 1, 2023 through March 7, 2023)
   
(374,396
)
Vessel operating expenses
   
(3,769,132
)
Management fees to related parties
   
(507,000
)
Depreciation and amortization
   
(1,493,759
)
Recovery of provision for doubtful accounts
   
266,732
 
Total expenses
   
(5,877,555
)
         
Operating income
   
17,491,719
 
         
OTHER INCOME:
       
Interest and finance costs
   
(220,061
)
Interest income
   
253,165
 
Foreign exchange losses
   
(11,554
)
Total other income, net
   
21,550
 
         
Net income and comprehensive income from discontinued operations, before taxes
 
$
17,513,269
 
Income taxes
   
(173,937
)
Net income and comprehensive income from discontinued operations, net of taxes
 
$
17,339,332
 

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)
4.
Transactions with Related Parties:

During the three-month periods ended March 31, 2023, and 2024, the Company incurred the following charges in connection with related party transactions, which are included in the accompanying unaudited interim condensed consolidated statements of comprehensive income:


 
Three months ended
March 31,
   
Three months ended
March 31,
 

 
2023
   
2024
 
Management fees-related parties
           
Management fees – Castor Ships (a)
 
$
643,500
   
$
666,198
 
Management fees – Pavimar (b)
   
1,188,000
     
756,600
 
                 
Included in Voyage expenses
               
Charter hire commissions – Castor Ships (a)
 
$
326,770
   
$
251,581
 
                 
Included in General and administrative expenses
               
Administration fees  – Castor Ships (a)
 
$
750,000
   
$
799,500
 
                 
Included in Gain on sale of vessel
               
Sale & purchase commission – Castor Ships (a)
 
$
   
$
453,000
 

As of December 31, 2023, and March 31, 2024, balances with related parties consisted of the following:

   
December 31,
2023
   
March 31,
2024
 
Assets:
           
Due from Castor Ships (a) – current
 
$
2,283,209
   
$
1,560,109
 
Due from Castor Ships (a) – non-current
   
4,504,340
     
3,599,018
 
Due from Pavimar (b) – current
   
3,366,959
     
2,777,320
 
Investment in Toro (c) – non-current
   
117,537,135
     
117,541,024
 
                 
Liabilities:
               
Due to Toro (d) – current
   
541,666
     
548,610
 

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)
4.
Transactions with Related Parties (continued):

(a)   Castor Ships:

Castor Ships has acted as the Company’s commercial ship manager since September 1, 2020. Details of the Company’s transactions with Castor Ships are discussed in Note 4(a) to the consolidated financial statements for the year ended December 31, 2023, included in the Company’s 2023 Annual Report.

As of March 31, 2024, in accordance with the provisions of the Amended Castor Ship Management Agreements (as defined in the 2023 Annual Report), Castor Ships (i) had subcontracted to a third-party ship management company the technical management of the Company’s containerships and (ii) was co-managing with Pavimar the Company’s dry bulk vessels. Castor Ships pays, at its own expense, the containership technical management company a fee for the services it has subcontracted to it, without any additional cost to the Company.

During the three months ended March 31, 2023 and 2024, the Company incurred sale and purchase commissions amounting to $0, and $453,000 respectively, due to the sale of two Panamax vessels and one Capesize vessel, which are included in ‘Gain on sale of vessels’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

The Amended Castor Ship Management Agreements also provide for an advance funding equal to two months of vessel daily operating costs to be placed with Castor Ships as a working capital guarantee, refundable in case a vessel is no longer under Castor Ship’s management. As of December 31, 2023, such advances amounted to $4,504,340 and $1,740,931, and are presented in ‘Due from related parties, non-current’ and ‘Due from related parties, current’, in the accompanying consolidated balance sheet, respectively. The amount of $1,740,931 relates to the M/V Magic Venus, M/V Magic Orion, M/V Magic Moon which have been classified as held for sale (Note 7(b)), and the M/V Magic Sun, M/V Magic Phoenix and M/V Magic Argo, that were sold on November 14, 2023, November 27, 2023 and December 14, 2023, respectively. As of March 31, 2024, such advances amounted to $3,599,018 and $1,718,665, and are presented in ‘Due from related parties, non-current’ and ‘Due from related parties, current’, respectively, in the accompanying unaudited condensed consolidated balance sheet. The amount of $1,718,665 relates to the M/V Magic Venus, M/V Magic Horizon and M/V Magic Nebula which have been classified as held for sale (Note 7(b)), and the M/V Magic Moon, M/V Magic Nova and M/V Magic Orion, that were sold on January 16, 2024, March 11, 2024 and March 22, 2024, respectively. In connection with the subcontracting services rendered by the third-party ship-management companies, as of December 31, 2023, and March 31, 2024, $605,688 and $61,954 were due from and due to Castor Ships, respectively, which are presented in ‘Due from related parties, current’ in the accompanying unaudited condensed consolidated balance sheets.

As of December 31, 2023 and March 31, 2024, net amounts of $43,689 and $178,881 were due from Castor Ships in relation to advances for operating expenses/drydock payments made by the Company to Castor Ships.

Further, as of December 31, 2023, and March 31, 2024, amounts of $107,099 and $275,483, respectively, were due to Castor Ships in connection with the services covered by the Amended Castor Ships Management Agreements. As a result, as of December 31, 2023 and March 31, 2024, net amounts of $2,283,209 and $1,560,109 were due from Castor Ships which are presented in ‘Due from related parties, current’, in the accompanying unaudited condensed consolidated balance sheets.

F-12

CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
4.
Transactions with Related Parties (continued):

(b)   Pavimar:

With effect from July 1, 2022, pursuant to the terms of the Amended and Restated Master Management Agreement, Pavimar provides, as co-manager with Castor Ships, the dry-bulk vessel owning subsidiaries with a range of technical, crewing, insurance and operational services it provided prior to the Company’s entry into the Amended and Restated Management Agreement, in exchange for a daily management fee of $600 per vessel. Pavimar also performed the technical management of containerships as sub-manager for Castor Ships from their date of acquisition up to January 2023.

Pavimar had subcontracted the technical management of three of the Company’s dry bulk vessels to third-party ship-management companies as of December 31, 2023 and March 31, 2024. These third-party management companies provided technical management services to the respective vessels for a fixed annual fee which is paid by Pavimar at its own expense. In connection with the subcontracting services rendered by the third-party ship-management companies, the Company had, as of December 31, 2023, and March 31, 2024, aggregate working capital guarantee deposits due from Pavimar of $258,252 in both periods, which are presented in ‘Due from related parties, current’ in the accompanying unaudited condensed consolidated balance sheet. In addition, Pavimar and its subcontractor third-party managers make payments for operating expenses with funds paid from the Company to Pavimar. As of December 31, 2023, and March 31, 2024, net amounts of $3,302,157 and $2,538,518 were due from Pavimar, respectively, in relation to advance payments to Pavimar on behalf of the Company. Further, as of December 31, 2023, and March 31, 2024, amounts of $193,450 and $19,450 were due to Pavimar in connection with additional services covered by the technical management agreements. As a result, as of December 31, 2023, and March 31, 2024, net amounts of $3,366,959 and $2,777,320 were due from Pavimar, respectively, which are presented in ‘Due from related parties, current’, respectively, in the accompanying unaudited condensed consolidated balance sheets.

(c)    Investment in related party:

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

As of December 31, 2023 and March 31, 2024, the aggregate value of investments in Toro amounted to $117,537,135 and $117,541,024, including $315,000 and $318,889 of accrued dividends, respectively and are separately presented as ‘Investment in related party’ in the accompanying unaudited condensed consolidated balance sheets. As of March 31, 2024, the Company did not identify any impairment or any observable prices for identical or similar investments of the same issuer.

Furthermore, Castor is entitled to receive cumulative cash dividends, at the annual rate of 1.00% on the stated amount of $1,000 per share, of the 140,000 Series A Preferred Shares, receivable quarterly in arrears on the 15th day of January, April, July and October in each year, subject to Toro’s Board of Directors approval. However, for each quarterly dividend period commencing on or after the reset date (the seventh anniversary of the issue date of the Series A Preferred Shares), the dividend rate will be the dividend rate in effect for the prior quarterly dividend period multiplied by a factor of 1.3; provided that the dividend rate will not exceed 20% per annum in respect of any quarterly dividend period. During the three month periods ended March 31, 2023 and 2024, dividend income derived from the Company’s investment in Toro amounted to $97,222 and $353,889, respectively, and is presented in ‘Dividend income from related party’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

F-13

CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
4.
Transactions with Related Parties (continued):

During the three months ended March 31, 2024, the Company received dividend of $350,000 from its investment in Toro.

Following the successful completion of the Spin-Off, as of March 31, 2023, Toro reimbursed Castor $2,570,503 for expenses related to the Spin-Off that have been incurred by Castor.

(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, as referenced in Note 10. The amounts of accrued dividend on the Series D Preferred Shares due to Toro as of December 31, 2023, and as of March 31, 2024 were $541,666 and $548,610 respectively, and are presented in ‘Due to related party, current’ in the accompanying unaudited condensed consolidated balance sheets.

(e)    Vessel Disposals:

On December 21, 2023, the Company entered into an agreement with an entity affiliated with a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer for the sale of the M/V Magic Venus, for a gross sale price of $17.5 million. The vessel was delivered to its new owner on May 10, 2024.

On January 19, 2024, the Company entered into an agreement with an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer for the sale of the M/V Magic Nova for a gross sale price of $16.1 million. The vessel was delivered to its new owners on March 11, 2024.

On January 19, 2024, the Company entered into an agreement with an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer for the sale of the M/V Magic Horizon for a gross sale price of $15.8 million. The vessel is expected to be delivered to its new owners during the second quarter of 2024.

On February 15, 2024, the Company entered into an agreement with an entity affiliated with a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer for the sale of the M/V Magic Nebula for a gross sale price of $16.2 million. The vessel was delivered to its new owners on April 18, 2024.

As of March 31, 2024, the carrying value of the vessels M/V Magic Venus, M/V Magic Nebula and M/V Magic Horizon is classified as “Assets held for sale”, in the accompanying unaudited condensed consolidated balance sheets (refer to Note 7(b)).

The terms of the sales of the M/V Magic Nova, M/V Magic Horizon and M/V Magic Nebula were each negotiated and approved by a special committee of the Company’s disinterested and independent directors.

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)
5.
Deferred Charges, net:

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

   
Dry-docking costs
 
Balance December 31, 2023
 
$
3,231,461
 
Adjustment to additions
   
(57,850
)
Amortization
   
(405,784
)
Transfer to Assets held for sale (Note 7(b))
   
(243,161
)
Balance March 31, 2024
 
$
2,524,666
 

6.
Fair Value of Acquired Time Charters:

In connection with the acquisitions in October 2022 of the M/V Ariana A and the M/V Gabriela A with time charters attached, the Company recognized intangible assets of $897,436 and $2,019,608, respectively, representing the fair values of the favorable time charters attached to the vessels. The M/V Ariana A and M/V Gabriela A attached charters commenced upon the vessels’ deliveries, on November 23, 2022, and November 30, 2022, respectively. The M/V Ariana A attached charter was concluded within the first quarter of 2023 and the respective intangible asset was fully amortized during that period. The charter attached to the M/V Gabriela A was concluded within the first quarter of 2024 and the respective intangible asset was fully amortized during that period.

For the three months ended March 31, 2023 and 2024, the amortization of the acquired time charters related to the above acquisitions amounted to $1,026,959 and $265,173, respectively, and is included in ‘Time Charter Revenues’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

7.
Vessels, net/Assets held for sale:

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

   
Vessel Cost
   
Accumulated depreciation
   
Net Book Value
 
Balance December 31, 2023
   
262,066,353
     
(32,529,357
)
   
229,536,996
 
— Acquisitions, improvements, and other vessel costs
   
18,923
     
     
18,923
 
— Transfer to Assets held for sale (b)
   
(28,904,269
)
   
4,242,535
     
(24,661,734
)
— Vessel disposals
   
(13,951,340
)
   
2,220,206
     
(11,731,134
)
— Period depreciation
   
     
(3,450,048
)
   
(3,450,048
)
Balance March 31, 2024
   
219,229,667
     
(29,516,664
)
   
189,713,003
 

(b) Disposal of vessels / Assets held for sale

On November 10, 2023, the Company entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Moon for a gross sale price of $11.8 million. The M/V Magic Moon was delivered to its new owners on January 16, 2024. In connection with this sale, the Company recognized during the first quarter of 2024 a net gain of $2.4 million which is separately presented in ‘Gain on sale of vessels’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

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

On December 7, 2023, the Company entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Orion for a gross sale price of $17.4 million. The M/V Magic Orion was delivered to its new owners on March 22, 2024. In connection with this sale, the Company recognized during the first quarter of 2024 a net gain of $1.4 million which is separately presented in ‘Gain on sale of vessels’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

On December 21, 2023, the Company entered into an agreement with an entity affiliated with a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer for the sale of the M/V Magic Venus (Note 4), for a gross sale price of $17.5 million. The vessel was delivered to its new owner on May 10, 2024.

On January 19, 2024, the Company entered into an agreement with an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer for the sale of the M/V Magic Nova for a gross sale price of $16.1 million. The vessel was delivered to its new owners on March 11, 2024. In connection with this sale, the Company recognized during the first quarter of 2024 a net gain of $4.1 million which is separately presented in ‘Gain on sale of vessels’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

On January 19, 2024, the Company entered into an agreement with an entity beneficially owned by a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer, for the sale of the M/V Magic Horizon for a gross sale price of $15.8 million. The vessel is expected to be delivered to its new owner by the end of the second quarter of 2024.

On February 15, 2024, the Company entered into an agreement with an entity affiliated with a family member of the Company’s Chairman, Chief Executive Officer and Chief Financial Officer, for the sale of the M/V Magic Nebula for a gross sale price of $16.2 million. The M/V Magic Nebula was delivered to its new owners on April 18, 2024.

The respective sales of the above vessels took place due to favorable offers in each case. The terms of each of the transactions on December 21, 2023, January 19, 2024 and February 15, 2024 were negotiated and approved by a special committee of the Company’s disinterested and independent directors.

   
Assets held for sale
 
Balance December 31, 2023
 
$
38,656,048
 
Asset’s disposal
   
(24,564,213
)
Transfer to Assets held for sale
   
24,976,177
 
Balance March 31, 2024
 
$
39,068,012
 

As of December 31, 2023, the Company had classified the carrying value of the vessel M/V Magic Venus and such vessel’s inventory onboard as ‘Assets held for sale’ amounting to $14.1 million. As of March 31, 2024, the Company followed the provisions of ASC360 and, as all criteria required for its classification as such were met at the date the relevant agreements were entered into, classified the carrying value of the vessels (including M/V Magic Venus) amounting to $38,920,579 and such vessel’s inventory onboard, amounting to $147,433, as “Assets held for sale” measured at the lower of carrying value and fair value (sale price) less costs to sell. No impairment charges have been recorded as of March 31, 2024, in connection with the anticipated sale of the vessels since their carrying amounts as at the balance sheet date were lower than their fair value less cost to sell. The Company expects to recognize during the second quarter of 2024 a gain on the sale of the M/V Magic Venus of approximately $3.5 million, a gain on the sale of the M/V Magic Horizon of approximately $4.6 million, and a gain on the sale of the M/V Magic Nebula of approximately $2.5 million excluding any transaction related costs.

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

As a result, as of December 31, 2023, and March 31, 2024, net amounts of $38,656,048 and $39,068,012, respectively, are presented in ‘Assets held for sale’, in the accompanying unaudited condensed consolidated balance sheets.

In connection with the sales of the M/V Magic Nebula, M/V Magic Venus and M/V Magic Horizon, the Company has received deposits from each of the vessels’ buyers amounting, in total, to $4.95 million, or 10% of the aggregate purchase price of the vessels. These deposits are separately presented in ‘Liability associated with asset held for sale’ in the accompanying unaudited condensed consolidated balance sheets.

As of March 31, 2024, 12 of the 14 vessels in the Company’s fleet, having an aggregate carrying value of $193.4 million, were first priority mortgaged as collateral to their loan facilities (Note 8).

Consistent with prior practices, the Company reviewed all its vessels for impairment, and none were found to be impaired at December 31, 2023 and March 31, 2024.

8.
Long-Term Debt:

The amount of long-term debt shown in the accompanying unaudited condensed consolidated balance sheet of March 31, 2024, is analyzed as follows:

        
Year/Period Ended
 
Loan facilities
 
Borrowers
 
December 31,
2023
   
March 31,
2024
 
$11.0 Million Term Loan Facility (a)
 
Spetses- Pikachu
 
$
4,600,000
   
$
1,999,565
 
$15.29 Million Term Loan Facility (b)
 
Pocahontas- Jumaru
   
10,109,000
     
4,775,845
 
$40.75 Million Term Loan Facility
 
Liono-Snoopy-Cinderella
   
23,055,000
     
22,200,000
 
$55.00 Million Term Loan Facility
 
Mulan- Johnny Bravo-Songoku-Asterix-Stewie
   
32,040,000
     
30,290,000
 
$22.5 million Term Loan Facility
 
Tom-Jerry
   
16,800,000
     
15,900,000
 
Total long-term debt
     
$
86,604,000
   
$
75,165,410
 
Less: Deferred financing costs
       
(808,215
)
   
(662,122
)
Total long-term debt, net of deferred finance costs
     
$
85,795,785
   
$
74,503,288
 
                     
Presented:
                   
Current portion of long-term debt
     
$
18,089,000
   
$
14,823,565
 
Less: Current portion of deferred finance costs
       
(409,705
)
   
(281,882
)
Current portion of long-term debt, net of deferred finance costs
     
$
17,679,295
   
$
14,541,683
 
                     
Debt related to assets held for sale
     
$
2,415,000
   
$
11,785,845
 
Less: Current portion of deferred finance costs
       
(8,352
)
   
(96,560
)
Debt related to assets held for sale, net of deferred finance costs
     
$
2,406,648
   
$
11,689,285
 
                     
Non-Current portion of long-term debt
       
66,100,000
     
48,556,000
 
Less: Non-Current portion of deferred finance costs
       
(390,158
)
   
(283,680
)
Non-Current portion of long-term debt, net of deferred finance costs
     
$
65,709,842
   
$
48,272,320
 

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)
8.
Long-Term Debt (continued):

Details of the Company’s senior secured credit facilities are discussed in Note 8 to the consolidated financial statements for the year ended December 31, 2023, included in the Company’s 2023 Annual Report, and are supplemented by the below new activities within the three-month period ended March 31, 2024.

a. $11.0 Million Term Loan Facility

On February 14, 2024, the Company entered into a first supplemental agreement with Alpha Bank S.A. (“Alpha Bank”), pursuant to which, with effect from April 3, 2023, SOFR replaced LIBOR as the reference rate under the Company’s $11.0 million term loan facility and the margin was increased by a percentage of 0.045%, which is the equivalent of the positive difference as of April 3, 2023 between USD LIBOR and SOFR for the first rollover period commencing April 3, 2023 selected upon application of SOFR methodology. Such percentage will apply over the tenor of the loan going forward regardless of future rollover periods.

On January 16, 2024, Alpha Bank entered into a deed of partial release, with respect to the M/V Magic Moon, releasing and discharging the underlying borrower and all securities created over the M/V Magic Moon in full after the settlement of the outstanding balance of $2.4 million pertaining to M/V Magic Moon’s tranche. The facility’s repayment schedule was adjusted accordingly.

b. $15.29 Million Term Loan Facility

On March 8, 2024, Hamburg Commercial Bank AG entered into a deed of partial release, with respect to the M/V Magic Nova, releasing and discharging the underlying borrower and all securities created over the M/V Magic Nova in full after the settlement of the outstanding balance of $4.9 million pertaining to M/V Magic Nova’s tranche. The facility’s repayment schedule was adjusted accordingly.

As of December 31, 2023 and March 31, 2024, the Company was in compliance with all financial covenants prescribed in its debt agreements.

Restricted cash as of December 31, 2023 and March 31, 2024, current and non-current, represent minimum liquidity deposits, retention deposits and cash balances in dry-dock reserve accounts required under certain of our loan facilities.

The annual principal payments for the Company’s outstanding debt arrangements (including the debt related to assets held for sale) as of March 31, 2024, required to be made after the balance sheet date, are as follows:

Twelve-month period ending March 31,
 
Amount
 
2025
 
$
26,609,410
 
2026
   
11,184,000
 
2027
   
32,272,000
 
2028
   
5,100,000
 
Total long-term debt
 
$
75,165,410
 

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)
8.
Long-Term Debt (continued):

The weighted average interest rate on the Company’s long-term debt for the years ended March 31, 2023 and 2024 was 8.1%, and 8.7% respectively.

Total interest incurred on long-term debt for the three months ended March 31, 2023 and 2024, amounted to $2.7 million and $1.8 million respectively, and is included in Interest and finance costs (Note 17) in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

9.
Investment in equity securities

A summary of the movement in listed equity securities for the three month period ended March 31, 2024 is presented in the table below:

   
Equity securities
 
Balance December 31, 2023
 
$
77,089,100
 
Equity securities acquired
   
3,757,725
 
Unrealized gain on equity securities revalued at fair value at end of the period
   
9,928,255
 
Unrealized foreign exchange loss
   
(140,821
)
Balance March 31, 2024
 
$
90,634,259
 

On June 30, 2023, the Company filed a Schedule 13G, reporting that it held 1,391,500 shares of common stock of Eagle Bulk Shipping Inc. (“Eagle”), representing 14.99% of the issued and outstanding shares of common stock of Eagle as of June 23, 2023. On December 11, 2023, Star Bulk Carriers Corp. (“Star Bulk”) and Eagle announced that they had entered into a definitive agreement to combine in an all-stock merger. On April 5, 2024 the merger terms were approved by the shareholders of Eagle and on April 9, 2024 the merger was completed. Under the terms of the merger agreement, each Eagle shareholder received 2.6211 shares of Star Bulk common stock for each share of Eagle common stock owned.

In the three-month periods ended March 31, 2023 and 2024, the Company received dividends of $313,716 and $834,900, respectively, from its investments in listed equity securities.

10.
Equity Capital Structure:

Reverse Stock Split

On March 27, 2024, the Company effected a 1-for-10 reverse stock split of its common stock without any change in the number of authorized common shares. All share and per share amounts, as well as the number of warrant shares eligible for purchase under the Company’s effective warrant schemes in the accompanying unaudited interim consolidated financial statements have been retroactively adjusted to reflect the reverse stock split. As a result of the reverse stock split, the number of outstanding shares as of March 27, 2024, was decreased to 9,662,354 while the par value of the Company’s common shares remained unchanged to $0.001 per share.

As of March 31, 2024 the Company’s outstanding, (i) Class A warrants issued on June 26, 2020 were exercisable in the aggregate into 623 of our common shares, par value $0.001 per share, at an exercise price of $25.30 per warrant share and (ii) Common Share Purchase Warrants issued on April 7, 2021 (the “April 7 Warrants”) were exercisable in the aggregate into 1,033,077 of our common shares, par value $0.001 per share, at an exercise price of $55.30 per warrant share.

For a further description of the terms and rights of the Company’s capital stock and details of its equity transactions prior to January 1, 2024, please refer to Note 10 to the consolidated financial statements for the year ended December 31, 2023 included in the Company’s 2023 Annual Report.

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)
10.
Equity Capital Structure (continued):

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

Nasdaq Minimum Bid Price Requirement

On April 20, 2023, the Company received a notification from the Nasdaq Stock Market (“Nasdaq”) that it was not in compliance with the minimum $1.00 per share bid price requirement for continued listing (the “Minimum Bid Price Requirement”) on the Nasdaq Capital Market and was provided with 180 calendar days to regain compliance with the Minimum Bid Price Requirement. On October 18, 2023, the Company received a notification letter from Nasdaq granting the Company an additional 180-day extension, until April 15, 2024 to regain compliance with the Minimum Bid Price Requirement (the “Second Compliance Period”).

On March 27, 2024, the Company effected a 1-for-10 reverse stock split of its common stock without any change in the number of authorized common shares. All share and per share amounts, as well as the number of warrant shares eligible for purchase under the Company’s effective warrant schemes in the accompanying unaudited interim consolidated financial statements have been retroactively adjusted to reflect the reverse stock split. As a result of the reverse stock split, the number of outstanding shares as of March 27, 2024, was decreased to 9,662,354 while the par value of the Company’s common shares remained unchanged to $0.001 per share.

On April 11, 2024, the Company received a written confirmation from Nasdaq that it had regained compliance with the Minimum Bid Price Requirement. See Note 19(a).

Mezzanine equity:

5.00% SERIES D CUMULATIVE PERPETUAL CONVERTIBLE PREFERRED SHARES

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. Details of the Company’s Series D Preferred Shares are discussed in Note 10 to the Company’s consolidated financial statements for the year ended December 31, 2023, included in the 2023 Annual Report.

The Series D Preferred Shares are convertible, in whole or in part, at the holder’s option to common shares of Castor from the first anniversary of their issue date at the lower of (i) $7.00 per common share, and (ii) the 5-day-value-weighted average price immediately preceding the conversion. The conversion price of the Series D Preferred Shares is subject to adjustment upon the occurrence of certain events, including the occurrence of splits and combinations (including a reverse stock split) of the common shares and was adjusted to $7.00 per common share on March 27, 2024 from $0.70 per common share following effectiveness of the 1-for-10 reverse stock split discussed herein. The minimum conversion price of the Series D Preferred Shares is $0.30 per common share.

The Company uses an effective interest rate of 6.12% 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 three months ended March 31, 2024, was $123,813, and is presented as ‘Deemed dividend on Series D Preferred Shares’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

F-20

CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
10.
Equity Capital Structure (continued):

As of March 31, 2024, the net value of Mezzanine Equity amounted to $49,673,302, including the amount of $123,813 of deemed dividend on the Series D Preferred Shares in the three months ended March 31, 2024, and is separately presented as ‘Mezzanine Equity’ in the accompanying unaudited condensed consolidated balance sheet. During the three months ended March 31, 2024, the Company paid to Toro a dividend amounting to $625,000 on the Series D Preferred Shares for the period from October 15, 2023 to January 14, 2024 and the accrued amount for the period from January 15, 2024 to March 31, 2024 (included in the dividend period ended April 14, 2024) amounted to $631,944.

11.
Financial Instruments and Fair Value Disclosures:

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

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

Cash and cash equivalents, restricted cash, accounts receivable trade, net, amounts due from/to related party/(ies) and accounts payable: The carrying values reported in the accompanying unaudited condensed consolidated balance sheets for those financial instruments are reasonable estimates of their fair values due to their short-term maturity nature. Cash and cash equivalents and restricted cash, current are considered Level 1 items as they represent liquid assets with short term maturities. The carrying value approximates the fair market value for interest bearing cash classified as restricted cash, non-current and is considered Level 1 item of the fair value hierarchy.

Investment in listed equity securities: The carrying value reported in the accompanying unaudited condensed consolidated balance sheet for this financial instrument represents its fair value and is considered Level 1 item of the fair value hierarchy as it is determined though quoted prices in an active market.

Long-term debt: The secured credit facilities discussed in Note 8, have a recorded value which is a reasonable estimate of their fair value due to their variable interest rate and are thus considered Level 2 items in accordance with the fair value hierarchy as SOFR rates are observable at commonly quoted intervals for the full terms of the loans.

Investment in related party: Investments in related party is initially measured at fair value which is deemed to be the cost and subsequently assessed for the existence of any observable market for the Series A Preferred Shares and any observable price changes for identical or similar investments and the existence of any indications for impairment. As per the Company’s assessment no such case was identified as at March 31, 2024.

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.

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)
12.
Commitments and Contingencies:

Various claims, lawsuits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed (except as disclosed under Note 12 (b)), or for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements.

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

(a)  Commitments under long-term lease contracts

The following table sets forth the future minimum contracted lease payments to the Company (gross of charterers’ commissions), based on the Company’s vessels’ commitments to non-cancelable time charter contracts as of March 31, 2024. Non-cancelable time charter contracts include both fixed-rate time charters or charters linked to the Baltic Dry Index (“BDI”). For index linked contracts, contracted lease payments have been calculated using the BDI linked rate as measured at the commencement date.

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

Twelve-month period ending March 31,
 
Amount
 
2025
 
$
18,435,733
 
Total
 
$
18,435,733
 

(b) Claims

Following the buyers’ failure to take delivery of the M/V Magic Moon, as discussed in Note 12 to the consolidated financial statements for the year ended December 31, 2023, included in the Company’s 2023 Annual Report, Pikachu Shipping Co. (the “sellers” or the “owners”), a wholly owned subsidiary of the Company, terminated the sale of the vessel under the Memorandum of Agreement, dated March 23, 2023, between the sellers and the buyers (the “MoA”). Notably, the MoA required that the buyers deposit 10% of the purchase price into an escrow account administered by the escrow agent as security for completion of the transaction according to the terms and conditions set forth in the MoA and the buyers deposited $1,395,000 into such account prior to their breach of the MoA (the “Deposit”). The owners accordingly initiated arbitration proceedings during September 2023 for the release of and remittance to the owners of the $1,395,000 deposit held in escrow based on the owners’ position that the buyers’ failure to take delivery of the M/V Magic Moon constituted a default under the MoA. All the submissions on behalf of the Company were prepared, reviewed and filed with the London arbitrator, who on April 28, 2024 issued and on May 1, 2024 delivered his arbitration award in favor of the owners, awarding them the return of the Deposit subject to no appeal being filed by the buyers within 28 days from the day of the issuance of the award. In light of the fact that the arbitration process was not finalized as of March 31, 2024, the Company has followed the provisions of ASC 450-30-25-1 and has not recorded any expected gain on the sale of the M/V Magic Moon in its financial statements for the three month period ended March 31, 2024.

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)
In addition, the M/V Magic Moon was arrested on August 17, 2023 by the buyers to secure a claim before the Korean courts for the amount of $1,395,000, equal to the amount of the Deposit, and the owners paid a counter-security of $1,395,000 for the purpose of lifting the arrest of the vessel. The owners have applied to the Korean courts to decide the issue of the return of the counter-security to them. The Company has included the $1,395,000 in ‘Prepaid expenses and other assets’ in the accompanying unaudited condensed consolidated balance sheets for the three month period ended March 31, 2024 incurred in connection with the cash deposit made in 2023 by the owners for the purpose of lifting the arrest of the M/V Magic Moon. While the Company is unable to provide any assurances as to the ultimate outcome of the case, it believes it will prevail in its request from the courts in Korea to award to the owners the return of the counter-security.

It is possible that from time to time in the ordinary course of business the Company may be involved in legal proceedings or investigations, which could have an adverse impact on its reputation, business and financial condition and divert the attention of management from the operation of the business. However, the Company believes that the current legal proceedings are not expected to have a material adverse effect on its business, financial position or results of operations.

13.
Earnings Per Common Share:

Diluted earnings/(loss) 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 three months ended March 31, 2024 and 2023, the effect of the warrants outstanding during that period and as of that date, would be antidilutive, hence they were excluded from the computation of diluted earnings per share. For the purpose of calculating diluted earnings per common share, the weighted average number of diluted shares outstanding includes the conversion of outstanding Series D Preferred Shares (Note 10) calculated with the “if converted” method by using the average closing market price over the reporting period from January 1, 2024 to March 31, 2024.

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

   
Three months ended
March 31,
   
Three months ended
March 31,
 
   
2023
   
2024
 
Net (loss)/income and comprehensive (loss)/income from continuing operations, net of taxes
   
(6,510,038
)
   
22,331,746
 
Net income and comprehensive income from discontinued operations, net of taxes
   
17,339,332
     
 
Net income and comprehensive income
 
$
10,829,294
   
$
22,331,746
 
Less: Dividend on Series D Preferred Shares
   
     
(631,944
)
Less: Deemed dividend on Series D Preferred Shares
   
     
(123,813
)
Net income and comprehensive income available to common shareholders, basic
   
10,829,294
     
21,575,989
 
Dividend on Series D Preferred Shares
   
     
631,944
 
Deemed dividend on Series D Preferred Shares
   
     
123,813
 
Net income attributable to common shareholders, diluted
   
10,829,294
     
22,331,746
 
                 
Weighted average number of common shares outstanding, basic
   
9,460,976
     
9,662,354
 
Effect of dilutive shares
   
     
10,901,769
 
Weighted average number of common shares outstanding, diluted
   
9,460,976
     
20,564,123
 
                 
(Loss)/Earnings per common share, basic, continuing operations
 
$
(0.69
)
 
$
2.23
 
(Loss)/Earnings per common share, diluted, continuing operations
 
$
(0.69
)
 
$
1.09
 
Earnings per common share, basic, discontinued operations
 
$
1.83
   
$
 
Earnings per common share, diluted, discontinued operations
 
$
1.83
   
$
 
Earnings per common share, basic, Total
 
$
1.14
   
$
2.23
 
Earnings per common share, diluted, Total
 
$
1.14
   
$
1.09
 

14.
Total Vessel Revenues:

The following table includes the vessel revenues earned by the Company in each of the three-month periods ended March 31, 2023 and 2024, as presented in the accompanying unaudited interim condensed consolidated statements of comprehensive income:

   
Three months ended
March 31,
   
Three months ended
March 31,
 
   
2023
   
2024
 
Time charter revenues
   
24,468,970
     
20,390,247
 
Total Vessel revenues
 
$
24,468,970
   
$
20,390,247
 

During each of the three-month periods ended March 31, 2023 and 2024, the Company generated its revenues from time charters.

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

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.

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)
15.
Vessel Operating Expenses and Voyage Expenses:

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

   
Three months ended
March 31,
   
Three months ended
March 31,
 
Vessel Operating Expenses
 
2023
   
2024
 
Crew & crew related costs
   
5,937,987
     
4,267,132
 
Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling
   
2,862,901
     
1,913,788
 
Lubricants
   
796,155
     
427,649
 
Insurances
   
913,414
     
696,170
 
Tonnage taxes
   
235,212
     
198,412
 
Other
   
522,014
     
620,046
 
Total Vessel operating expenses
 
$
11,267,683
   
$
8,123,197
 

   
Three months ended
March 31,
   
Three months ended
March 31,
 
Voyage expenses
 
2023
   
2024
 
Brokerage commissions
   
393,247
     
473,526
 
Brokerage commissions- related party
   
326,770
     
251,581
 
Port & other expenses
   
88,534
     
211,910
 
Bunkers consumption
   
402,131
     
126,230
 
Loss on bunkers
   
66,403
     
1,487
 
Total Voyage expenses
 
$
1,277,085
   
$
1,064,734
 

16.
General and Administrative Expenses:

General and administrative expenses are analyzed as follows:

   
Three months ended
March 31,
   
Three months ended
March 31,
 
   
2023
   
2024
 
Non-executive directors’ compensation
 
$
18,000
   
$
31,500
 
Audit fees
   
57,496
     
62,663
 
Professional fees and other expenses
   
309,168
     
1,035,887
 
Administration fees-related party (Note 4(a))
   
750,000
     
799,500
 
Total
 
$
1,134,664
   
$
1,929,550
 

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)
17.
Interest and Finance Costs:

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

   
Three months ended
March 31,
   
Three months ended
March 31,
 
   
2023
   
2024
 
Interest on long-term debt
 
$
2,719,402
   
$
1,775,602
 
Amortization and write-off of deferred finance charges
   
186,151
     
146,093
 
Other finance charges
   
182,526
     
111,562
 
Total
 
$
3,088,079
   
$
2,033,257
 

18.
Segment Information:

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

The table below presents information about the Company’s reportable segments as of and for the three months ended March 31, 2023 and 2024. The accounting policies followed in the preparation of the reportable segments are the same as those followed in the preparation of the Company’s unaudited interim condensed consolidated financial statements. Segment results are evaluated based on income from operations.

   
Three months ended March 31,
   
Three months ended March 31,
 
   
2023
   
2024
     
   
Dry bulk segment
   
Container
ship
segment
   
Total
   
Dry bulk segment
   
Container
ship
segment
     Total  
  - Time charter revenues
 
$
21,031,930
   
$
3,437,040
   
$
24,468,970
   
$
17,247,214
   
$
3,143,033
   
$
20,390,247
 
Total vessel revenues
 
$
21,031,930
   
$
3,437,040
   
$
24,468,970
   
$
17,247,214
   
$
3,143,033
   
$
20,390,247
 
Voyage expenses (including charges from related party)
   
(1,109,565
)
   
(167,520
)
   
(1,277,085
)
   
(907,286
)
   
(157,448
)
   
(1,064,734
)
Vessel operating expenses
   
(9,708,905
)
   
(1,558,778
)
   
(11,267,683
)
   
(6,851,407
)
   
(1,271,790
)
   
(8,123,197
)
Management fees to related parties
   
(1,665,000
)
   
(166,500
)
   
(1,831,500
)
   
(1,243,346
)
   
(179,452
)
   
(1,422,798
)
Depreciation and amortization
   
(4,553,307
)
   
(1,259,156
)
   
(5,812,463
)
   
(2,477,106
)
   
(1,378,726
)
   
(3,855,832
)
Gain on sale of vessels
   
     
     
     
7,893,530
     
     
7,893,530
 
Segments operating income
 
$
3,995,153
   
$
285,086
   
$
4,280,239
   
$
13,661,599
   
$
155,617
   
$
13,817,216
 
Interest and finance costs
                   
(2,941,420
)
                   
(1,957,338
)
Interest income
                   
660,541
                     
844,587
 
Foreign exchange losses
                   
(55,082
)
                   
(3,096
)
Less: Unallocated corporate general and administrative expenses
                   
(1,134,664
)
                   
(1,929,550
)
Less: Corporate Interest and finance costs
                   
(146,659
)
                   
(75,919
)
Less: Corporate Interest income
                   
138,423
                     
631,002
 
Less: Corporate exchange losses
                   
(6,496
)
                   
(48,911
)
Dividend income on equity securities
                   
313,716
                     
834,900
 
Dividend income from related party
                   
97,222
                     
353,889
 
(Losses) / Gains on equity securities
                   
(7,692,952
)
                   
9,928,255
 
Net income and comprehensive income from continuing operations, before taxes
                 
$
(6,487,132
)
                 
$
22,395,035
 
Net income and Comprehensive income from discontinued operations, before taxes
                   
17,513,269
                     
 
Net income and Comprehensive income, before taxes
                   
11,026,137
                     
22,395,035
 

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)
18.
Segment Information (continued):

A reconciliation of total segment assets to total assets presented in the accompanying unaudited interim consolidated balance sheets of December 31, 2023 and March 31, 2024, is as follows:

   
As of
December 31,
2023
   
As of
March 31,
2024
 
Dry bulk segment
 
$
259,759,770
   
$
213,961,698
 
Containership segment
   
46,202,603
     
44,176,844
 
Cash and cash equivalents (1)
   
103,822,505
     
152,898,080
 
Prepaid expenses and other assets (1)
   
195,257,101
     
208,497,443
 
Total consolidated assets
 
$
605,041,979
   
$
619,534,065
 

(1)
Refers to assets of other, non-vessel owning, entities included in the unaudited interim condensed consolidated financial statements.

19.
Subsequent Events:

  (a)
Compliance with Nasdaq Capital Market Listing Requirements: On April 11, 2024, following the completion of the 1-for-10 reverse stock split discussed herein, the Company received a written confirmation from Nasdaq that it had regained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the Minimum Bid Price of the Company’s stock.


(b)
Dividend on Series D Preferred Shares:  On April 15, 2024, the Company paid to Toro a dividend (declared on March 27, 2024) amounting to $625,000 on the Series D Preferred Shares for the dividend period from January 15, 2024 to April 14, 2024.


(c)
Warrants tender offer: On April 22, 2024, the Company commenced a tender offer (the “Offer”) to purchase all of its outstanding April 7 Warrants at a price of $0.105 per warrant, net to the seller in cash, without interest. Payments made pursuant to the Offer will be rounded down to the nearest whole cent. The April 7 Warrants are exercisable in the aggregate into 1,033,077 of the Company’s common shares at an exercise price per warrant share of $55.30. The Offer will expire at the end of the day, 5:00 P.M., Eastern time, on May 31, 2024, unless extended.


(d)
Sale of the M/V Magic Nebula: On April 18, 2024, the Company completed the previously announced sale of the M/V Magic Nebula described in Note 7 by delivering the vessel to its new owners. Following completion of the sale, Hamburg Commercial Bank entered into a deed of partial release on April 18, 2024 with respect to the M/V Magic Nebula, releasing and discharging the underlying borrower and all securities created over the M/V Magic Nebula in full, after the settlement by the Company of the outstanding balance of $7.3 million due under the $40.75 million term loan facility.


(e)
Sale of the M/V Magic Vela: On May 1, 2024, the Company entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Vela for a gross sale price of $16.4 million. The vessel is expected to be delivered to its new owners during the second quarter of 2024. The Company expects to record during the second quarter of 2024 a net gain of approximately $2.7 million, excluding any transaction-related costs.


(f)
Sale of the M/V Magic Venus: On May 10, 2024, the Company completed the previously announced sale of the M/V Magic Venus by delivering the vessel to its new owners. Please refer to Note 4 and Note 7.


F-26