Exhibit 99.1

INDEX TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


 
Page
F-2
   
F-3
   
F-4
   
F-5
   
F-6

F-1

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

12
      

12
  
Additional paid-in capital
            
303,658,153
      
266,435,404
  
Retained earnings
            
157,742,285
      
176,758,370
  
Total shareholders’ equity
            
461,495,060
      
443,251,801
  
Total liabilities and shareholders’ equity
           $ 632,920,948    
$
568,314,008
  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-2
CASTOR MARITIME INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the six months ended June 30, 2022 and 2023
(Expressed in U.S. Dollars – except for share data)

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

0.20
  
Weighted average number of common shares, basic and diluted
            
94,610,088
      
94,784,704
  

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
For the six months ended June 30, 2022, and 2023
(Expressed in U.S. Dollars – except for share data)

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

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-4
CASTOR MARITIME INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2022, and 2023 (Expressed in U.S. Dollars)

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

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

F-5
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

1.
Basis of Presentation and General information:

Castor Maritime Inc. (“Castor”) was incorporated in September 2017 under the laws of the Republic of the Marshall Islands. The accompanying unaudited interim condensed consolidated financial statements include the accounts of Castor and its wholly owned subsidiaries (collectively, the “Company”). The Company is engaged in the worldwide transportation of ocean-going cargoes through its vessel-owning subsidiaries. On December 21, 2018, Castor’s common shares began trading on the Euronext NOTC, under the symbol “CASTOR” and, on February 11, 2019, they began trading on the Nasdaq Capital Market, or Nasdaq, under the symbol “CTRM”. As of June 30, 2023, Castor was controlled by Thalassa Investment Co. S.A. (“Thalassa”) by virtue of its ownership of 100% of the Series B preferred shares of Castor and, as a result, Thalassa controlled the outcome of matters on which shareholders are entitled to vote. Thalassa is controlled by Petros Panagiotidis, the Company’s Chairman, Chief Executive Officer and Chief Financial Officer.

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

F-6
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

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

The assets and liabilities of Toro on March 7, 2023, were as follows:

   
March 7, 2023
  
Cash and cash equivalents
  
$
61,359,774
  
Accounts receivable trade, net
    
6,767,408
  
Due from related parties, current
    
4,528,948
  
Inventories
    
890,523
  
Prepaid expenses and other assets, current
    
1,447,062
  
Vessels, net
    
91,492,003
  
Restricted cash
    
700,000
  
Due from related parties, non-current
    
1,708,474
  
Prepaid expenses and other assets, non-current
    
4,449,999
  
Deferred charges, net
    
2,685,922
  
Due to Related Parties
    
(3,001,865
)
Accounts payable
    
(2,432,095
)
Accrued liabilities
    
(3,041,530
)
Long-term debt, net
    
(12,413,056
)
Net assets of Toro
    
155,141,567
  
Less Investment in Preferred Shares of Toro issued as part of Spin-Off (refer Note 4(c) )
    
(117,222,135
)
Distribution of net assets of Toro to shareholders
  
$
37,919,432
  

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

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

F-7
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

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

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

(a) Consolidated vessel owning subsidiaries:

 
Company
Country of incorporation
Vessel Name
DWT
Year
Built
Delivery date
to Castor
1
Spetses Shipping Co. (“Spetses”)
Marshall Islands
M/V Magic P
76,453
2004
February 2017
2
Bistro Maritime Co. (“Bistro”)
Marshall Islands
M/V Magic Sun
75,311
2001
September 2019
3
Pikachu Shipping Co. (“Pikachu”)
Marshall Islands
M/V Magic Moon
76,602
2005
October 2019
4
Pocahontas Shipping Co. (“Pocahontas”)
Marshall Islands
M/V Magic Horizon
76,619
2010
October 2020
5
Jumaru Shipping Co. (“Jumaru”)
Marshall Islands
M/V Magic Nova
78,833
2010
October 2020
6
Super Mario Shipping Co. (“Super Mario”)
Marshall Islands
M/V Magic Venus
83,416
2010
March 2021
7
Pumba Shipping Co. (“Pumba”)
Marshall Islands
M/V Magic Orion
180,200
2006
March 2021
8
Kabamaru Shipping Co. (“Kabamaru”)
Marshall Islands
M/V Magic Argo
82,338
2009
March 2021
9
Luffy Shipping Co. (“Luffy”)
Marshall Islands
M/V Magic Twilight
80,283
2010
April 2021
10
Liono Shipping Co. (“Liono”)
Marshall Islands
M/V Magic Thunder
83,375
2011
April 2021
11
Stewie Shipping Co. (“Stewie”)
Marshall Islands
M/V Magic Vela
75,003
2011
May 2021
12
Snoopy Shipping Co. (“Snoopy”)
Marshall Islands
M/V Magic Nebula
80,281
2010
May 2021
13
Mulan Shipping Co. (“Mulan”)
Marshall Islands
M/V Magic Starlight
81,048
2015
May 2021
14
Cinderella Shipping Co. (“Cinderella”)
Marshall Islands
M/V Magic Eclipse
74,940
2011
June 2021
15
Mickey Shipping Co. (“Mickey”)
 Marshall Islands M/V Magic Callisto 74,930 2012 January 2022
16
Songoku Shipping Co. (“Songoku”)
 Marshall Islands M/V Magic Pluto 74,940 2013 August 2021
17
Asterix Shipping Co. (“Asterix”)
 Marshall Islands M/V Magic Perseus 82,158 2013 August 2021
18
Johnny Bravo Shipping Co. (“Johnny Bravo”)
 Marshall Islands
 M/V Magic Mars
76,822
 2014 October 2021
19
Garfield Shipping Co. (“Garfield”)
 Marshall Islands M/V Magic Phoenix 76,636 2008 October 2021
20
 		Jerry Shipping Co. (“Jerry S”)
 		Marshall Islands M/V Ariana A 38,117 2005 November 2022
21
Tom Shipping Co. (“Tom S”)
 Marshall Islands M/V Gabriela A 38,121 2005 November 2022

(b) Consolidated subsidiaries formed to acquire vessels:

 
Company
Country of incorporation
1
Tom Maritime Ltd. (“Tom M”)
Malta
2
Jerry Maritime Ltd. (“Jerry M”)
Malta
3
Containco Shipping Inc.
Marshall Islands

F-8
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

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

(c) Consolidated non-vessel owning subsidiaries:

 
Company
Country of incorporation
1
Castor Maritime SCR Corp. (“Castor SCR”) (1)
Marshall Islands
2
Bagheera Shipping Co. (“Bagheera”) (2)
Marshall Islands

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

(2)
Bagheera Shipping Co. no longer owns any vessel following the sale of the M/V Magic Rainbow on March 13, 2023 and delivery of such vessel to an unaffiliated third-party on April 18, 2023 (see also Note 7).

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

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

(3)
Incorporated on July 29, 2022. At the Distribution Date, Toro served as the holding company to which the equity interests of the Aframax/LR2 and Handysize tanker owning subsidiaries and Elektra were contributed.

(4)
Incorporated under the laws of the Marshall Islands on October 3, 2022, to serve, with effect from the Distribution Date, as the cash manager of Toro and its subsidiaries.

(5)
Elektra no longer owns any vessel following the sale of the M/T Wonder Arcturus on May 9, 2022, and delivery of such vessel to an unaffiliated third-party on July 15, 2022.


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

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

F-9
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
2.
Significant Accounting Policies and Recent Accounting Pronouncements:

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

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

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

Discontinued Operations

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

Recent Accounting Pronouncements:

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

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

3.
Discontinued operations:

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

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

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

F-11
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

3.
Discontinued operations (continued):

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

F-12
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

4.
Transactions with Related Parties:


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

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

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

 
  
December 31,
2022
   
June 30,
2023
 
Assets:
            
Due from Castor Ships (a) – current
   $
 —     $
 2,061,932  
Due from Castor Ships (a) – non-current
     3,514,098       3,044,495  
Due from Pavimar (b) – current
     2,664,976       3,369,200  
Due from Toro (c) related to Spin-Off expenses reimbursement
     —       27,602  
Investment in Toro (c) – non-current
     —       117,521,579  
 
                
Liabilities:
                
Due to Castor (a) – current
   $
 227,622     $
 —  
F-13
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

4.
Transactions with Related Parties (continued):

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

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

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

F-14
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

4.
Transactions with Related Parties (continued):

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

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

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

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

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

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

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

F-15
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

4.
Transactions with Related Parties (continued):

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

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

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

(c) Investment in related party:

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

F-16
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

4.
Transactions with Related Parties (continued):

As there was no observable market for the Series A Preferred Shares, these were recognized at $117,222,135 (Note 11), being the fair value of the shares determined through Level 2 inputs of the fair value hierarchy by taking into consideration a third-party valuation. The fair value on the initial recognition is deemed to be the cost. The valuation methodology applied comprised the bifurcation of the value of the Series A Preferred Shares in two components namely, the “straight” preferred stock component and the option component. The mean of the sum of the two components was used to estimate the value for the Series A Preferred Shares at $117,222,135. The valuation methodology and the significant other observable inputs used for each component are set out below:


Valuation Technique
Significant other observable Input
  
Values
“Straight” Preferred Stock Component
Discounted cash flow model
• Weighted average cost of capital
    
12.80%
Option Component
Black Scholes
• Volatility
    
69.00%
• Risk-free rate
    
3.16%
• Weighted average cost of capital
    
12.80%
• Strike price
   $
5.75
• Share price (based on the first 5 trading days volume weighted average)
   $
4.52

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

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

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

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

F-17
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

5.
Deferred Charges, net:

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

 
  
Dry-docking costs
  
Balance December 31, 2022
  
$
5,357,816
  
Additions
    
1,112,815
  
Amortization
    
(1,038,325
)
Transfer to Assets held for sale (Note 7(b))
     (548,078 )
Disposals
     (614,014 )
Balance June 30, 2023
  
$
4,270,214
  

6.
Fair Value of Acquired Time Charters:

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

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

7.
Vessels, net/Assets held for sale:

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

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

F-18
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

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

(b) Assets held for sale/ Disposal of vessels


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



On March 23, 2023, the Company entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Moon for a gross sale price of $13.95 million. In addition, on June 2, 2023, the Company entered into an agreement with an unaffiliated third party for the sale of the M/V Magic Twilight for a gross sale price of $17.5 million. The Company followed the provisions of ASC360 and, as all criteria required for their classifications as such were met at the balance sheet date, as of June 30, 2023, classified the carrying value of the vessels amounting to $22,373,719 and such vessels’ deferred charges and inventory onboard, amounting to $548,078 and, $126,849, respectively, as “Assets held for sale” measured at the lower of carrying value and fair value (sale price) less costs to sell. No impairment charges have been recorded as of June 30, 2023, in connection with the anticipated sale of the vessels since their carrying amounts plus unamortized dry-dock costs as at the balance sheet date were lower than their fair values less cost to sell. The Company expects to recognize during the third quarter of 2023 a gain on the sale of the M/V Magic Twilight of approximately $4.0 million and a gain on the sale of the M/V Magic Moon of approximately $4.6 million, excluding any transaction related costs. The M/V Magic Twilight was delivered to its new owners on July 20, 2023, and the M/V Magic Moon is expected to be delivered to its new owner during the third quarter of 2023.


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


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

F-19
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
8.
Long-Term Debt:

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

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

F-20
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

8.
Long-Term Debt (continued):

a. $11.0 Million Term Loan Facility:


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



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

b. $4.5 Million Term Loan Facility:

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

c. $15.29 Million Term Loan Facility

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

d. $18.0 Million Term Loan Facility

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

e. $40.75 Million Term Loan Facility


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



As of June 30, 2023, the loan tranche relating to M/V Magic Twilight, amounting to $7.9 million has been classified as Debt related to assets held for sale under current liabilities. On July 20, 2023, the Company repaid $7.91 million under this facility from the proceeds of the sale of M/V Magic Twilight, being the part of the loan secured by M/V Magic Twilight, and the repayment schedule was adjusted accordingly.

F-21
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

8.
Long-Term Debt (continued):

f. $23.15 Million Term Loan Facility

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

g. $55.0 Million Term Loan Facility


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


h. $22.5 Million Term Loan Facility



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



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



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



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

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

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



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



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

F-22
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

9.
Investment in equity securities



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


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



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



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

10.
Equity Capital Structure:

Under the Company’s Articles of Incorporation, as amended, the Company’s authorized capital stock consists of 2,000,000,000 shares, par value $0.001 per share, of which 1,950,000,000 shares are designated as common shares and 50,000,000 shares are designated as preferred shares. During the six months ended June 30, 2023, there was no movement in the Company’s outstanding warrants. For a further description of the terms and rights of the Company’s capital stock and details of its equity transactions prior to January 1, 2023, please refer to Note 8 of the consolidated financial statements for the year ended December 31, 2022, included in the Company’s 2022 Annual Report.

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

The Company intends to cure the deficiency within the prescribed cure period. During this time, the Company’s common stock will continue to be listed and trade on the Nasdaq Capital Market. The Company’s business operations are not affected by the receipt of the notification.
F-23
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

10.
Equity Capital Structure (continued):

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

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


11.
Financial Instruments and Fair Value Disclosures:

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

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


Cash and cash equivalents, restricted cash, accounts receivable trade, net, 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 6, 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 LIBOR and SOFR rates are observable at commonly quoted intervals for the full terms of the loans.


Investment in related party: Investments in related party is initially measured at fair value which is deemed to be the cost and subsequently assessed for the existence of any observable market for the Series A Preferred Shares and any observable price changes for identical or similar investments and the existence of any indications for impairment. As per the Company’s assessment no such case was identified as at June 30, 2023.

F-24
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

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

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


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


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

12.
Commitments and Contingencies:

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

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

(a) Commitments under long-term lease contracts

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

F-25
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
12.
Commitments and Contingencies (continued):

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

Twelve-month period ending June 30,
  
Amount
  
2024
  
$
51,648,713
  
2025
     —  
Total
  
$
51,648,713
  

13.
Earnings Per Common Share:

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

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

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

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

F-26
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

14.
Total Vessel Revenues:

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

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

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

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

15.
Vessel Operating Expenses and Voyage 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
  
2022
    
2023
  
Crew & crew related costs
  

10,779,784
      
11,487,787
  
Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling
    
5,861,285
      
4,945,421
  
Lubricants
    
1,161,176
      
1,453,131
  
Insurances
    
1,763,236
      
1,823,010
  
Tonnage taxes
    
373,988
      
458,174
  
Other
    
974,971
      
1,509,004
  
Total Vessel operating expenses
  
$
20,914,440
    
$
21,676,527
  


   
Six months ended
June 30,
    
Six months ended
June 30,
  
Voyage expenses
  
2022
    
2023
  
Brokerage commissions
  

954,866
      
831,742
  
Brokerage commissions- related party
    
1,027,211
      
655,431
  
Port & other expenses
    
406,120
      
306,616
  
Bunkers consumption
    
1,594,928
      
640,672
  
(Gain)/loss on bunkers
    
(2,598,559
)
    
264,079
Total Voyage expenses
  
$
1,384,566
    
$
2,698,540
  

F-27
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

16.
General and Administrative Expenses:

General and administrative expenses are analyzed as follows:

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

17.
Interest and Finance Costs:

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

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

18.
Segment Information:


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

F-28
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

18.
Segment Information (continued):



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

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

F-29
CASTOR MARITIME INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

18.
Segment Information (continued):

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

   
As of
December 31,
2022
    
As of
June 30,
2023
  
Dry bulk segment
  
$
339,599,683
    
$
307,452,711
  
Containership segment
    
52,850,927
      
50,004,481
  
Cash and cash equivalents (1)
    
82,336,438
      
26,159,930
  
Prepaid expenses and other assets (1)
    
654,796
      
184,696,886
  
Total assets from continuing operations
  
$
475,441,844
    
$
568,314,008
  
Total assets from discontinued operations
  
$
157,479,104
    
$
—
  
Total consolidated assets
  
$
632,920,948
    
$
568,314,008
  

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

19.
Subsequent Events:

(a)
Sale of the M/V Magic Twilight: On July 20, 2023, the Company completed the previously announced sale of the M/V Magic Twilight by delivering the vessel to its new owners. Please refer to Note 4 and Note 8.


(b)
Subsequent to the period end, the Company issued additional 133,900 of its common shares pursuant to the ATM program and had received gross proceeds of $0.06 million whereas, the net proceeds under the ATM Program, after deducting sales commissions, amounted to $0.05 million.


(c)
On July 3, 2023, the Company entered into an amendment agreement to its $15.29 million senior secured term loan facility and $40.75 Million Term Loan Facility with Hamburg Commercial Bank AG for the replacement of LIBOR. Please refer to Note 8.


(d)
On August 7, 2023, the Company agreed to issue 50,000 Series D Preferred shares (“Pref D shares”) of $1,000 each to Toro Corp (“Toro”), for a total consideration of $50 million in cash. The distribution rate of the Pref D shares is 5%, paid quarterly, and they are convertible to common shares of Castor from the first anniversary of the issue date at the lower of (i) $0.70 and (ii) the 5 day value weighted average price immediately preceding the conversion, subject to a minimum conversion price. The distribution rate is set to increase by a factor of 1.3 times per annum from year 7 with a maximum rate of 20%. This transaction and its terms were approved by the independent members of the board of directors of each of Castor and Toro at the recommendation of their respective independent committees who negotiated the transaction.

F-30