Form 20-F ☒
|
Form 40-F ☐
|
TORO CORP.
|
||
Dated: February 12, 2024
|
||
By:
|
/s/ Petros Panagiotidis
|
|
Petros Panagiotidis
|
||
Chairman and Chief Executive Officer
|
◾ |
Total vessel revenues: $11.9 million, as compared to $38.0 million for the three months ended December 31, 2022, or a 68.7% decrease;
|
◾ |
Net income: $28.2 million, as compared to $25.1 million for the three months ended December 31, 2022, or a 12.4% increase;
|
◾ |
Earnings (basic) per common share: $1.41 per share, as compared to $2.65 per share for the three months ended December 31, 2022;
|
◾ |
EBITDA(1): $28.4 million, as compared to $27.2 million for the three months ended December 31, 2022;
|
◾ |
Cash and restricted cash of $155.6 million as of December 31, 2023, as compared to $42.5 million as of December 31, 2022;
|
◾ |
Delivery of the M/T Wonder Formosa to its new owners on November 16, 2023, after entering into an
agreement to sell the vessel on September 1, 2023 for $18.0 million, resulting in a net capital gain of $8.2 million;
|
◾ |
Delivery of the M/T Wonder Vega to its new owners on December 21, 2023, after entering into an agreement
to sell the vessel on September 5, 2023 for $31.5 million, resulting in a net capital gain of $16.5 million; and
|
◾ |
Repurchased 222,600 common shares at an aggregate cost of $1.0 million under the Company’s share repurchase program approved on November 6,
2023.
|
◾ |
Total vessel revenues: $78.5 million, as compared to $111.9 million for the year ended December 31, 2022, or a 29.8% decrease;
|
◾ |
Net income: $140.6 million, as compared to $49.9 million for the year ended December 31, 2022, or a 181.8% increase;
|
◾ |
Earnings (basic) per common share: $8.69 per share, as compared to $5.28 per share for the year ended December 31, 2022;
|
◾ |
EBITDA(1): $144.7 million, as compared to $58.9 million for the year ended December 31, 2022;
|
◾ |
On April 17, 2023, the Company entered into a subscription agreement with Pani Corp., a company controlled by our Chairman and Chief Executive Officer, pursuant to
which Pani Corp. purchased, 8,500,000 common shares for gross proceeds of $19,465,000;
|
◾ |
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; 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) |
EBITDA is not a recognized measure under United States generally accepted accounting principles (“U.S. GAAP”). Please refer to Appendix B for the definition and reconciliation of this measure to Net income, the most directly comparable
financial measure calculated and presented in accordance with U.S. GAAP.
|
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(1)
|
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(2) period
|
$310,000
per month
|
Aug-24
|
Aug-25
|
Dream Arrax
|
LPG carrier
5,000 cbm
|
4,753
|
2015
|
Japan
|
TC(2) period
|
$282,000
per month
|
Feb-24
|
Feb-24
|
Dream Syrax
|
LPG carrier
5,000 cbm
|
5,158
|
2015
|
Japan
|
TC(2) period
|
$308,500
per month
|
April-24
|
May-24
|
Dream Vermax
|
LPG carrier
5,000 cbm
|
5,155
|
2015
|
Japan
|
TC(2) (3) period
|
$314,950
per month
|
Mar-25
|
Mar-26
|
(1) |
The vessel is currently participating in an unaffiliated tanker pool specializing in the employment of Handysize tanker vessels.
|
(2) |
TC stands for time charter.
|
(3) |
In accordance with the prevailing charter party, on January 31, 2024, the vessel was fixed at a gross charter rate equal to $318,000 per month for a period of minimum 12 to maximum 24 months , commencing March 22, 2024.
|
Three Months Ended
|
Year Ended
|
|||||||||||||||
(Expressed in U.S. dollars)
|
December 31, 2023 (unaudited)
|
December 31, 2022 (unaudited)
|
December 31, 2023 (unaudited)
|
December 31, 2022 (unaudited)
|
||||||||||||
Total vessel revenues
|
$
|
11,923,784
|
$
|
38,025,385
|
$
|
78,468,574
|
$
|
111,885,865
|
||||||||
Operating income
|
$
|
26,421,190
|
$
|
25,340,834
|
$
|
136,882,020
|
$
|
51,592,737
|
||||||||
Net income and comprehensive income
|
$
|
28,226,648
|
$
|
25,081,412
|
$
|
140,636,993
|
$
|
49,926,383
|
||||||||
EBITDA(1)
|
$
|
28,440,767
|
$
|
27,195,030
|
$
|
144,719,062
|
$
|
58,881,032
|
||||||||
Earnings (basic) per common share
|
$
|
1.41
|
$
|
2.65
|
$
|
8.69
|
$
|
5.28
|
||||||||
Earnings (diluted) per common share
|
$
|
0.56
|
$
|
0.62
|
$
|
2.87
|
$
|
1.17
|
Three Months Ended
December 31,
|
Year Ended
December 31,
|
|||||||||||||||
(Expressed in U.S. dollars except for operational data)
|
2023
|
2022
|
2023
|
2022
|
||||||||||||
Ownership Days (1)(7)
|
681
|
736
|
2,876
|
3,115
|
||||||||||||
Available Days (2)(7)
|
637
|
698
|
2,734
|
3,037
|
||||||||||||
Operating Days (3)(7)
|
626
|
698
|
2,650
|
3,028
|
||||||||||||
Daily TCE Rate (4)
|
$
|
16,599
|
$
|
49,768
|
$
|
27,075
|
$
|
27,187
|
||||||||
Fleet Utilization (5)
|
98
|
%
|
100
|
%
|
97
|
%
|
100
|
%
|
||||||||
Daily vessel operating expenses (6)
|
$
|
6,662
|
$
|
7,884
|
$
|
7,331
|
$
|
6,969
|
(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
December 31,
|
Year Ended
December 31,
|
||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
REVENUES
|
||||||||||||||||
Time charter revenues
|
3,800,490
|
1,674,123
|
12,148,571
|
13,656,027
|
||||||||||||
Voyage charter revenues
|
711,879
|
5,877,545
|
3,806,244
|
51,805,097
|
||||||||||||
Pool revenues
|
7,411,415
|
30,473,717
|
62,513,759
|
46,424,741
|
||||||||||||
Total vessel revenues
|
$
|
11,923,784
|
$
|
38,025,385
|
$
|
78,468,574
|
$
|
111,885,865
|
||||||||
EXPENSES
|
||||||||||||||||
Voyage expenses (including commissions to related party)
|
(1,349,942
|
)
|
(3,287,440
|
)
|
(4,444,716
|
)
|
(29,319,414
|
)
|
||||||||
Vessel operating expenses
|
(4,536,522
|
)
|
(5,802,842
|
)
|
(21,084,635
|
)
|
(21,708,290
|
)
|
||||||||
General and administrative expenses (including related party fees)
|
(2,284,920
|
)
|
(756,211
|
)
|
(5,357,265
|
)
|
(2,093,347
|
)
|
||||||||
Management fees - related parties
|
(707,559
|
)
|
(717,600
|
)
|
(3,153,660
|
)
|
(2,833,500
|
)
|
||||||||
Depreciation and amortization
|
(1,380,296
|
)
|
(1,853,726
|
)
|
(6,839,702
|
)
|
(7,294,476
|
)
|
||||||||
(Provision)/ Recovery of provision for doubtful accounts
|
—
|
(266,732
|
)
|
266,732
|
(266,732
|
)
|
||||||||||
Gain on sale of vessels
|
24,756,645
|
—
|
99,026,692
|
3,222,631
|
||||||||||||
Operating income
|
$
|
26,421,190
|
$
|
25,340,834
|
$
|
136,882,020
|
$
|
51,592,737
|
||||||||
Interest and finance costs, net (including related party interest costs) (1)
|
1,192,555
|
(97,518
|
)
|
3,108,300
|
(699,992
|
)
|
||||||||||
Other expenses, net
|
392
|
470
|
(23,493
|
)
|
(6,181
|
)
|
||||||||||
Dividend income from related party
|
638,889
|
—
|
1,020,833
|
—
|
||||||||||||
Income taxes
|
(26,378
|
)
|
(162,374
|
)
|
(350,667
|
)
|
(960,181
|
)
|
||||||||
Net income and comprehensive income, net of taxes
|
$
|
28,226,648
|
$
|
25,081,412
|
$
|
140,636,993
|
$
|
49,926,383
|
||||||||
Dividend on Series A Preferred Shares
|
(357,778
|
)
|
—
|
(1,166,667
|
)
|
—
|
||||||||||
Deemed dividend on Series A Preferred Shares
|
(752,604
|
)
|
—
|
(2,429,275
|
)
|
—
|
||||||||||
Net income attributable to common shareholders
|
$
|
27,116,266
|
$
|
25,081,412
|
$
|
137,041,051
|
$
|
49,926,383
|
||||||||
Earnings per common share, basic
|
$
|
1.41
|
$
|
2.65
|
$
|
8.69
|
$
|
5.28
|
||||||||
Earnings per common share, diluted
|
$
|
0.56
|
$
|
0.62
|
$
|
2.87
|
$
|
1.17
|
||||||||
Weighted average number of common shares outstanding, basic:
|
17,951,267
|
9,461,009
|
15,443,485
|
9,461,009
|
||||||||||||
Weighted average number of common shares outstanding, diluted:
|
49,026,754
|
40,536,496
|
48,659,725
|
42,677,249
|
(1) |
Includes interest and finance costs and interest income, if any.
|
December 31,
2023
|
December 31,
2022
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
155,235,401
|
$
|
41,779,594
|
||||
Due from related parties
|
3,923,315
|
558,327
|
||||||
Other current assets
|
5,976,852
|
12,425,386
|
||||||
Total current assets
|
165,135,568
|
54,763,307
|
||||||
NON-CURRENT ASSETS:
|
||||||||
Vessels, net
|
88,708,051
|
92,486,178
|
||||||
Restricted cash
|
350,000
|
700,000
|
||||||
Due from related parties
|
1,590,501
|
1,708,474
|
||||||
Investment in related party
|
50,541,667
|
—
|
||||||
Other non-currents assets
|
1,778,343
|
7,821,144
|
||||||
Total non-current assets
|
142,968,562
|
102,715,796
|
||||||
Total assets
|
308,104,130
|
157,479,103
|
||||||
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current portion of long-term debt, net
|
1,311,289
|
2,606,302
|
||||||
Due to related parties
|
315,000
|
—
|
||||||
Other current liabilities
|
6,232,735
|
3,912,749
|
||||||
Total current liabilities
|
7,859,024
|
6,519,051
|
||||||
NON-CURRENT LIABILITIES:
|
||||||||
Long-term debt, net
|
3,902,497
|
10,463,172
|
||||||
Total non-current liabilities
|
3,902,497
|
10,463,172
|
||||||
Total liabilities
|
11,761,521
|
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 December 31, 2023, respectively,
aggregate liquidation preference of $0 and $140,000,000 as of December 31, 2022 and December 31, 2023, respectively.
|
119,601,410
|
—
|
||||||
Total mezzanine equity
|
119,601,410
|
—
|
||||||
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 19,021,758 shares issued; 1,000 and 18,978,409 shares (net of treasury shares) outstanding as of
December 31, 2022, and December 31, 2023 respectively.
|
19,022
|
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 December 31, 2023,
respectively.
|
40
|
—
|
||||||
Additional paid-in capital
|
57,244,290
|
—
|
||||||
Treasury shares; 0 and 43,349 shares as of December 31, 2022 and 2023, respectively.
|
(223,840
|
)
|
—
|
|||||
Due from stockholder
|
—
|
(1
|
)
|
|||||
Retained Earnings/(Accumulated deficit)
|
119,701,687
|
(32
|
)
|
|||||
Total shareholders’ equity
|
176,741,199
|
140,496,880
|
||||||
Total liabilities, mezzanine equity and shareholders’ equity
|
$
|
308,104,130
|
$
|
157,479,103
|
(Expressed in U.S. Dollars)
|
Year Ended
December 31,
|
|||||||
2023
|
2022
|
|||||||
Cash Flows (used in)/provided by Operating Activities :
|
||||||||
Net income
|
$
|
140,636,993
|
$
|
49,926,383
|
||||
Adjustments to reconcile net income to net cash (used in)/provided by Operating activities:
|
||||||||
Depreciation and amortization
|
6,839,702
|
7,294,476
|
||||||
Amortization of deferred finance charges
|
137,112
|
119,731
|
||||||
Gain on sale of vessels
|
(99,026,692
|
)
|
(3,222,631
|
)
|
||||
Provision for doubtful accounts
|
—
|
266,732
|
||||||
Stock based compensation cost
|
1,272,698
|
—
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable trade, net
|
6,484,291
|
(6,781,154
|
)
|
|||||
Inventories
|
633,014
|
2,244,286
|
||||||
Due from/to related parties
|
(3,788,681
|
)
|
(3,935,077
|
)
|
||||
Prepaid expenses and other assets
|
4,211,685
|
(4,762,742
|
)
|
|||||
Other deferred charges
|
—
|
25,335
|
||||||
Accounts payable
|
1,492,412
|
1,304,711
|
||||||
Accrued liabilities
|
381,414
|
1,512,592
|
||||||
Deferred revenue
|
310,000
|
(547,939
|
)
|
|||||
Dry-dock costs paid
|
(3,457,629
|
)
|
(1,906,526
|
)
|
||||
Net Cash provided by Operating Activities
|
56,126,319
|
41,538,177
|
||||||
Cash flow (used in)/provided by Investing Activities:
|
||||||||
Vessel acquisitions and other vessel improvements
|
(72,237,732
|
)
|
(852,603
|
)
|
||||
Investment in related party
|
(50,000,000
|
)
|
—
|
|||||
Net proceeds from sale of vessel
|
172,943,983
|
12,641,284
|
||||||
Net cash provided by Investing Activities
|
50,706,251
|
11,788,681
|
||||||
Cash flows (used in)/provided by Financing Activities:
|
||||||||
Net increase/ (decrease) in Former Parent Company Investment
|
211,982
|
(13,460,675
|
)
|
|||||
Issuance of Series B preferred shares
|
40
|
—
|
||||||
Gross proceeds from issuance of common shares pursuant to private placement
|
19,465,000
|
—
|
||||||
Common shares issuance expenses pursuant to private placement
|
(817,764
|
)
|
||||||
Payment of Dividend on Series A Preferred Shares
|
(851,667
|
)
|
—
|
|||||
Repayment of long-term debt
|
(7,992,800
|
)
|
(3,050,000
|
)
|
||||
Payment for repurchase of common shares
|
(1,046,908
|
)
|
—
|
|||||
Payments related to Spin-Off
|
(2,694,646
|
)
|
—
|
|||||
Net cash provided by / (used in) Financing Activities
|
6,273,237
|
(16,510,675
|
)
|
|||||
Net increase in cash, cash equivalents, and restricted cash
|
113,105,807
|
36,816,183
|
||||||
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
|
$
|
155,585,401
|
$
|
42,479,594
|
Three Months Ended December 31,
|
Year Ended December 31,
|
|||||||||||||||
(In U.S. dollars, except for Available Days)
|
2023
|
2022
|
2023
|
2022
|
||||||||||||
Total vessel revenues
|
$
|
11,923,784
|
$
|
38,025,385
|
$
|
78,468,574
|
$
|
111,885,865
|
||||||||
Voyage expenses -including commissions to related party
|
(1,349,942
|
)
|
(3,287,440
|
)
|
(4,444,716
|
)
|
(29,319,414
|
)
|
||||||||
TCE revenues
|
$
|
10,573,842
|
$
|
34,737,945
|
$
|
74,023,858
|
$
|
82,566,451
|
||||||||
Available Days
|
637
|
698
|
2,734
|
3,037
|
||||||||||||
Daily TCE Rate
|
$
|
16,599
|
$
|
49,768
|
$
|
27,075
|
27,187
|
Three Months Ended December 31,
|
Year Ended
December 31,
|
|||||||||||||||
(In U.S. dollars)
|
2023
|
2022
|
2023
|
2022
|
||||||||||||
Net Income
|
$
|
28,226,648
|
$
|
25,081,412
|
$
|
140,636,993
|
$
|
49,926,383
|
||||||||
Depreciation and amortization
|
1,380,296
|
1,853,726
|
6,839,702
|
7,294,476
|
||||||||||||
Interest and finance costs, net (1)
|
(1,192,555
|
)
|
97,518
|
(3,108,300
|
)
|
699,992
|
||||||||||
US source income taxes
|
26,378
|
162,374
|
350,667
|
960,181
|
||||||||||||
EBITDA
|
$
|
28,440,767
|
$
|
27,195,030
|
$
|
144,719,062
|
$
|
58,881,032
|
(1) |
Includes interest and finance costs and interest income, if any.
|