Form 20-F ☒
|
Form 40-F ☐
|
TORO CORP.
|
||
Dated: November 9, 2023
|
||
By:
|
/s/ Petros Panagiotidis
|
|
Petros Panagiotidis
|
||
Chairman and Chief Executive Officer
|
■
|
Total vessel revenues: $10.5 million, as compared to $31.3 million for the three months ended September 30, 2022, or a 66.5% decrease;
|
■
|
Net income: $35.1 million, as compared to $18.2 million for the three months ended September 30, 2022, or a 92.9% increase;
|
■ |
Earnings (basic) per common share: $1.89 per share, as compared to $1.92 per share for the three months ended September 30, 2022;
|
■ |
EBITDA(1): $35.4 million, as compared to $20.6 million for the three months ended September 30, 2022;
|
■ |
Cash and restricted cash of $103.5 million as of September 30, 2023, as compared to $42.5 million as of December 31, 2022;
|
■
|
Delivery of the M/T Wonder Musica to its new owners on July 6, 2023, after entering into an agreement to
sell the vessel on June 15, 2023 for $28.0 million, resulting in a net capital gain of $16.1 million;
|
■ |
Delivery of the M/T Wonder Avior to its new owners on July 17, 2023, after entering into an agreement to
sell the vessel on April 28, 2023 for $30.1 million, resulting in a net capital gain of $17.6 million;
|
■
|
Acquisition of the LPG Dream Syrax on July 18, 2023, after entering into an agreement to purchase the
vessel on April 26, 2023 for $17.0 million;
|
■ |
Acquisition of the LPG Dream Vermax on August 4, 2023, after entering into an agreement to purchase the
vessel on April 26, 2023 for $17.0 million; and
|
■ |
On August 7, 2023, the Company purchased 50,000 5.00% Series D Cumulative Perpetual Convertible Preferred Shares (“Series D Preferred Shares”) of Castor Maritime Inc. (“Castor”) with a stated amount of $1,000
each for total consideration of $50.0 million in cash.
|
■ |
Total vessel revenues: $66.5 million, as compared to $73.9 million for the nine months ended September 30, 2022, or a 10.0% decrease;
|
■ |
Net income: $112.4 million, as compared to $24.8 million for the nine months ended September 30, 2022, or a 353.2% increase;
|
■ |
Earnings (basic) per common share: $6.78 per share, as compared to $2.63 per share for the nine months ended September 30, 2022;
|
■ |
EBITDA(1): $116.3 million, as compared to $31.7 million for the nine months ended September 30, 2022;
|
■ |
On April 17, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with Pani Corp., a company controlled by our Chairman and Chief
Executive Officer, pursuant to which Toro issued and sold, and Pani Corp. purchased, 8,500,000 common shares for gross proceeds of $19,465,000; and
|
■ |
Our spin-off (the “Spin-Off”) by Castor was completed on March 7, 2023 and our shares commenced trading on the Nasdaq Capital Market on the same date.
|
(1) |
Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix B for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial measure calculated and
presented in accordance with U.S. GAAP.
|
Aframax / LR2 Tankers
|
||||||||
Vessel Name
|
Type
|
DWT
|
Year
Built
|
Country of
Construction
|
Type of
Employment
|
Gross Charter
Rate
|
Estimated Redelivery Date
|
|
Earliest
|
Latest
|
|||||||
Wonder Sirius
|
Aframax / LR2
|
115,341
|
2005
|
Korea
|
TC(1), (2) period
|
$40,000 per day
|
Nov-23
|
Jun-24
|
Wonder Vega(3)
|
Aframax
|
106,062
|
2005
|
Korea
|
Tanker Pool(4)
|
N/A
|
N/A
|
N/A
|
Handysize Tankers
|
||||||||
Vessel Name
|
Type
|
DWT
|
Year
Built
|
Country of
Construction
|
Type of
Employment
|
Gross Charter
Rate
|
Estimated Redelivery Date
|
|
Earliest
|
Latest
|
|||||||
Wonder Mimosa
|
Handysize
|
36,718
|
2006
|
Korea
|
Tanker Pool(5)
|
N/A
|
N/A
|
N/A
|
Wonder Formosa(3)
|
Handysize
|
36,660
|
2006
|
Korea
|
Tanker Pool(5)
|
N/A
|
N/A
|
N/A
|
LPG Carriers
|
||||||||
Type
|
DWT
|
Year
Built
|
Country of
Construction
|
Type of
Employment
|
Gross Charter
Rate
|
Estimated Redelivery Date
|
||
Earliest
|
Latest
|
|||||||
Dream Terrax
|
LPG carrier 5,000 cbm
|
4,743
|
2020
|
Japan
|
TC(1) period
|
$310,000 per month
|
Aug-24
|
Aug-25
|
Dream Arrax
|
LPG carrier 5,000 cbm
|
4,753
|
2015
|
Japan
|
Unfixed
|
N/A
|
N/A
|
N/A
|
Dream Syrax
|
LPG carrier 5,000 cbm
|
5,158
|
2015
|
Japan
|
TC(1) period
|
$308,500 per month
|
Feb-24
|
Feb-24
|
Dream Vermax
|
LPG carrier 5,000 cbm
|
5,155
|
2015
|
Japan
|
TC(1) period
|
$314,950 per month
|
Mar-24
|
Mar-25
|
(1) |
TC stands for time charter.
|
(2) |
The vessel is currently on its way to upcoming dry-docking survey and will be delivered back to the charterers upon the completion of dry-docking survey.
|
(3) |
The vessels are expected to be delivered to their new owners during the fourth quarter of 2023 and classified as held for sale.
|
(4) |
The vessel is currently participating in the V8 Plus Pool, a pool operating Aframax tankers aged 15 years or more that is managed by V8 Plus Management Pte. Ltd., a company in which our Chairman and Chief Executive Officer, Petros
Panagiotidis has a minority equity interest.
|
(5) |
The vessel is currently participating in an unaffiliated tanker pool specializing in the employment of Handysize tanker vessels.
|
Three Months Ended
|
Nine months Ended
|
|||||||||||||||
(Expressed in U.S. dollars)
|
September 30, 2023
(unaudited)
|
September
30, 2022 (unaudited)
|
September
30,2023
(unaudited)
|
September
30, 2022 (unaudited)
|
||||||||||||
Total vessel revenues
|
$
|
10,532,107
|
$
|
31,250,913
|
$
|
66,544,790
|
$
|
73,860,480
|
||||||||
Operating income
|
$
|
33,349,820
|
$
|
18,716,192
|
$
|
110,460,830
|
$
|
26,251,903
|
||||||||
Net income and comprehensive income
|
$
|
35,069,358
|
$
|
18,187,838
|
$
|
112,410,345
|
$
|
24,844,971
|
||||||||
EBITDA(1)
|
$
|
35,402,953
|
$
|
20,589,976
|
$
|
116,278,295
|
$
|
31,686,002
|
||||||||
Earnings (basic) per common share
|
$
|
1.89
|
$
|
1.92
|
$
|
6.78
|
$
|
2.63
|
||||||||
Earnings (diluted) per common share
|
$
|
0.79
|
$
|
0.51
|
$
|
2.23
|
$
|
0.57
|
Three Months Ended
September 30,
|
Nine months Ended
September 30,
|
|||||||||||||||
(Expressed in U.S. dollars except for operational data)
|
2023
|
2022
|
2023
|
2022
|
||||||||||||
Ownership Days (1)(7)
|
706
|
750
|
2,195
|
2,379
|
||||||||||||
Available Days (2)(7)
|
662
|
750
|
2,097
|
2,339
|
||||||||||||
Operating Days (3)(7)
|
605
|
748
|
2,024
|
2,330
|
||||||||||||
Daily TCE Rate (4)
|
$
|
13,111
|
$
|
31,852
|
$
|
30,258
|
$
|
20,448
|
||||||||
Fleet Utilization (5)
|
91
|
%
|
100
|
%
|
97
|
%
|
100
|
%
|
||||||||
Daily vessel operating expenses (6)
|
$
|
7,589
|
$
|
6,797
|
$
|
7,539
|
$
|
6,686
|
(1) |
Ownership Days are the total number of calendar days in a period during which we owned a vessel.
|
(2) |
Available Days are the Ownership Days in a period less the aggregate number of days our vessels are off-hire due to scheduled repairs, dry-dockings or special or intermediate surveys.
|
(3) |
Operating Days are the Available Days in a period after subtracting unscheduled off-hire and idle days.
|
(4) |
Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix B for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial
measure calculated and presented in accordance with U.S. GAAP.
|
(5) |
Fleet Utilization is calculated by dividing the Operating Days during a period by the number of Available Days during that period.
|
(6) |
Daily vessel operating expenses are calculated by dividing vessel operating expenses for the relevant period by the Ownership Days for such period.
|
(7) |
Our definitions of Ownership Days, Available Days, Operating Days, Fleet Utilization may not be comparable to those reported by other companies.
|
(In U.S. dollars except for number of share data)
|
Three Months Ended
September 30,
|
Nine months Ended
September 30,
|
||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
REVENUES
|
||||||||||||||||
Time charter revenues
|
2,828,793
|
7,145,589
|
8,348,081
|
11,981,904
|
||||||||||||
Voyage charter revenues
|
2,705,246
|
16,335,273
|
3,094,365
|
45,927,552
|
||||||||||||
Pool revenues
|
4,998,068
|
7,770,051
|
55,102,344
|
15,951,024
|
||||||||||||
Total vessel revenues
|
$
|
10,532,107
|
$
|
31,250,913
|
$
|
66,544,790
|
$
|
73,860,480
|
||||||||
EXPENSES
|
||||||||||||||||
Voyage expenses (including commissions to related party)
|
(1,852,658
|
)
|
(7,362,132
|
)
|
(3,094,774
|
)
|
(26,031,974
|
)
|
||||||||
Vessel operating expenses
|
(5,357,818
|
)
|
(5,097,684
|
)
|
(16,548,113
|
)
|
(15,905,448
|
)
|
||||||||
General and administrative expenses (including related party fees)
|
(1,230,759
|
)
|
(696,980
|
)
|
(3,072,345
|
)
|
(1,337,136
|
)
|
||||||||
Management fees - related parties
|
(788,601
|
)
|
(731,250
|
)
|
(2,446,101
|
)
|
(2,115,900
|
)
|
||||||||
Depreciation and amortization
|
(1,673,722
|
)
|
(1,869,306
|
)
|
(5,459,406
|
)
|
(5,440,750
|
)
|
||||||||
Recovery of provision for doubtful accounts
|
—
|
—
|
266,732
|
—
|
||||||||||||
Gain on sale of vessels
|
33,721,271
|
3,222,631
|
74,270,047
|
3,222,631
|
||||||||||||
Operating income
|
$
|
33,349,820
|
$
|
18,716,192
|
$
|
110,460,830
|
$
|
26,251,903
|
||||||||
Interest and finance costs, net (including related party interest costs) (1)
|
1,373,791
|
(215,501
|
)
|
1,915,745
|
(602,474
|
)
|
||||||||||
Other expenses, net
|
(2,533
|
)
|
4,478
|
(23,885
|
)
|
(6,651
|
)
|
|||||||||
Dividend income from related party
|
381,944
|
—
|
381,944
|
—
|
||||||||||||
Income taxes
|
(33,664
|
)
|
(317,331
|
)
|
(324,289
|
)
|
(797,807
|
)
|
||||||||
Net income and comprehensive income, net of taxes
|
$
|
35,069,358
|
$
|
18,187,838
|
$
|
112,410,345
|
$
|
24,844,971
|
||||||||
Dividend on Series A Preferred Shares
|
(357,778
|
)
|
—
|
(808,889
|
)
|
—
|
||||||||||
Deemed dividend on Series A Preferred Shares
|
(745,637
|
)
|
—
|
(1,676,671
|
)
|
—
|
||||||||||
Net income attributable to common shareholders
|
$
|
33,965,943
|
$
|
18,187,838
|
$
|
109,924,785
|
$
|
24,844,971
|
||||||||
Earnings per common share, basic
|
$
|
1.89
|
$
|
1.92
|
$
|
6.78
|
$
|
2.63
|
||||||||
Earnings per common share, diluted
|
$
|
0.79
|
$
|
0.51
|
$
|
2.23
|
$
|
0.57
|
||||||||
Weighted average number of common shares outstanding, basic:
|
17,961,009
|
9,461,009
|
16,203,797
|
9,461,009
|
||||||||||||
Weighted average number of common shares outstanding, diluted:
|
44,302,224
|
44,301,161
|
50,452,246
|
43,709,458
|
(1) |
Includes interest and finance costs and interest income, if any.
|
September 30,
2023
|
December 31,
2022
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
103,129,350
|
$
|
41,779,594
|
||||
Due from related parties
|
4,771,754
|
558,327
|
||||||
Assets held for sale
|
22,976,704
|
—
|
||||||
Other current assets
|
7,017,419
|
12,425,386
|
||||||
Total current assets
|
137,895,227
|
54,763,307
|
||||||
NON-CURRENT ASSETS:
|
||||||||
Vessels, net
|
89,890,996
|
92,486,178
|
||||||
Restricted cash
|
350,000
|
700,000
|
||||||
Due from related parties
|
2,044,317
|
1,708,474
|
||||||
Investment in related party
|
50,381,944
|
—
|
||||||
Other non-currents assets
|
623,455
|
7,821,144
|
||||||
Total non-current assets
|
143,290,712
|
102,715,796
|
||||||
Total assets
|
281,185,939
|
157,479,103
|
||||||
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current portion of long-term debt, net
|
1,308,103
|
2,606,302
|
||||||
Due to related parties
|
307,222
|
—
|
||||||
Other current liabilities
|
7,051,012
|
3,912,749
|
||||||
Total current liabilities
|
8,666,337
|
6,519,051
|
||||||
NON-CURRENT LIABILITIES:
|
||||||||
Long-term debt, net
|
4,231,463
|
10,463,172
|
||||||
Total non-current liabilities
|
4,231,463
|
10,463,172
|
||||||
Total liabilities
|
12,897,800
|
16,982,223
|
||||||
MEZZANINE EQUITY:
|
||||||||
1.00% Series A fixed rate cumulative perpetual convertible preferred shares: 0 and 140,000 shares issued and outstanding as of December 31, 2022, and September 30, 2023, respectively,
aggregate liquidation preference of $0 and $140,000,000 as of December 31, 2022 and September 30, 2023, respectively.
|
118,848,806
|
—
|
||||||
Total mezzanine equity
|
118,848,806
|
—
|
||||||
SHAREHOLDERS’ EQUITY:
|
||||||||
Former Net Parent Company investment
|
—
|
140,496,912
|
||||||
Common shares, $0.001 par value; 1,000 and 3,900,000,000 shares authorized; 1,000 and 19,201,009 shares issued; 1,000 and 19,201,009 shares outstanding as of December 31, 2022, and
September 30, 2023 respectively.
|
19,201
|
1
|
||||||
Preferred shares, $0.001 par value: 0 and 100,000,000 shares authorized; Series B preferred shares: 0 and 40,000 shares issued and outstanding as of December 31,2022 and September 30,
2023 respectively.
|
40
|
—
|
||||||
Additional paid-in capital
|
56,834,671
|
—
|
||||||
Due from stockholder
|
—
|
(1
|
)
|
|||||
Retained Earnings/ (Accumulated deficit)
|
92,585,421
|
(32
|
)
|
|||||
Total shareholders’ equity
|
149,439,333
|
140,496,880
|
||||||
Total liabilities, mezzanine equity and shareholders’ equity
|
$
|
281,185,939
|
$
|
157,479,103
|
(Expressed in U.S. Dollars)
|
Nine months Ended September 30,
|
|||||||
2023
|
2022
|
|||||||
Cash Flows (used in)/provided by Operating Activities :
|
||||||||
Net income
|
$
|
112,410,345
|
$
|
24,844,971
|
||||
Adjustments to reconcile net income to net cash (used in)/provided by Operating activities:
|
||||||||
Depreciation and amortization
|
5,459,406
|
5,440,750
|
||||||
Amortization of deferred finance charges
|
126,491
|
92,117
|
||||||
Gain on sale of vessels
|
(74,270,047
|
)
|
(3,222,631
|
)
|
||||
Stock based compensation cost
|
40,190
|
—
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable trade, net
|
5,664,047
|
(5,877,838
|
)
|
|||||
Inventories
|
34,562
|
(1,327,892
|
)
|
|||||
Due from/to related parties
|
(4,931,213
|
)
|
(7,331,215
|
)
|
||||
Prepaid expenses and other assets
|
4,392,290
|
(1,247,888
|
)
|
|||||
Other deferred charges
|
(4,657
|
)
|
(171,914
|
)
|
||||
Accounts payable
|
2,190,358
|
2,915,885
|
||||||
Accrued liabilities
|
808,695
|
1,629,030
|
||||||
Deferred revenue
|
310,000
|
(540,623
|
)
|
|||||
Dry-dock costs paid
|
(2,477,536
|
)
|
(1,068,375
|
)
|
||||
Net Cash provided by Operating Activities
|
49,752,931
|
14,134,377
|
||||||
Cash flow (used in)/provided by Investing Activities:
|
||||||||
Vessel acquisitions and other vessel improvements
|
(72,149,308
|
)
|
(784,028
|
)
|
||||
Investment in related party
|
(50,000,000
|
)
|
—
|
|||||
Net Proceeds from sale of vessel
|
125,389,588
|
12,641,284
|
||||||
Net cash provided by Investing Activities
|
3,240,280
|
11,857,256
|
||||||
Cash flows (used in)/provided by Financing Activities:
|
||||||||
Net increase/ (decrease) in Former Parent Company Investment
|
211,982
|
(216,887
|
)
|
|||||
Issuance of Series B preferred shares
|
40
|
—
|
||||||
Issuance of common shares pursuant to private placement
|
18,647,236
|
—
|
||||||
Payment of Dividend on Series A Preferred Shares
|
(501,667
|
)
|
—
|
|||||
Repayment of long-term debt
|
(7,656,400
|
)
|
(2,375,000
|
)
|
||||
Payments related to Spin-Off
|
(2,694,646
|
)
|
—
|
|||||
Net cash provided by / (used in) Financing Activities
|
8,006,545
|
(2,591,887
|
)
|
|||||
Net increase in cash, cash equivalents, and restricted cash
|
60,999,756
|
23,399,746
|
||||||
Cash, cash equivalents and restricted cash at the beginning of the period
|
42,479,594
|
5,663,411
|
||||||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
103,479,350
|
$
|
29,063,157
|
Three Months Ended September 30,
|
Nine months Ended
September 30,
|
|||||||||||||||
(In U.S. dollars, except for Available Days)
|
2023
|
2022
|
2023
|
2022
|
||||||||||||
Total vessel revenues
|
$
|
10,532,107
|
$
|
31,250,913
|
$
|
66,544,790
|
$
|
73,860,480
|
||||||||
Voyage expenses -including commissions from related party
|
(1,852,658
|
)
|
(7,362,132
|
)
|
(3,094,774
|
)
|
(26,031,974
|
)
|
||||||||
TCE revenues
|
$
|
8,679,449
|
$
|
23,888,781
|
$
|
63,450,016
|
$
|
47,828,506
|
||||||||
Available Days
|
662
|
750
|
2,097
|
2,339
|
||||||||||||
Daily TCE Rate
|
$
|
13,111
|
$
|
31,852
|
$
|
30,258
|
$
|
20,448
|
Three Months Ended September 30,
|
Nine months Ended
September 30,
|
|||||||||||||||
(In U.S. dollars)
|
2023
|
2022
|
2023
|
2022
|
||||||||||||
Net Income
|
$
|
35,069,358
|
$
|
18,187,838
|
$
|
112,410,345
|
$
|
24,844,971
|
||||||||
Depreciation and amortization
|
1,673,722
|
1,869,306
|
5,459,406
|
5,440,750
|
||||||||||||
Interest and finance costs, net (1)
|
(1,373,791
|
)
|
215,501
|
(1,915,745
|
)
|
602,474
|
||||||||||
US source income taxes
|
33,664
|
317,331
|
324,289
|
797,807
|
||||||||||||
EBITDA
|
$
|
35,402,953
|
$
|
20,589,976
|
$
|
116,278,295
|
$
|
31,686,002
|
(1) |
Includes interest and finance costs and interest income, if any.
|