Form 20-F ☒
|
Form 40-F ☐
|
TORO CORP.
|
||
Dated: May 10, 2024
|
||
By:
|
/s/ Petros Panagiotidis
|
|
Petros Panagiotidis
|
||
Chairman and Chief Executive Officer
|
◾ |
Total vessel revenues: $7.0 million, as compared to $31.2 million for the three months ended March 31, 2023, or a 77.6% decrease;
|
◾ |
Net income: $22.1 million, as compared to $22.0 million for the three months ended March 31, 2023, or a 0.5% increase;
|
◾ |
Earnings per common share, basic: $1.11 per share, as compared to $2.29 per share for the three months ended March 31, 2023;
|
◾ |
EBITDA(1): $21.4 million, as compared to $24.1 million for the
three months ended March 31, 2023;
|
◾ |
Cash and restricted cash of $186.4 million as of March 31, 2024, as compared to $155.6 million as of December 31, 2023;
|
◾ |
Delivery of the M/T Wonder Sirius to its new owners on January 24, 2024, after entering into an agreement
to sell the vessel on January 8, 2024 for $33.8 million, resulting in a capital gain of $19.6 million; and
|
◾ |
Repurchased an additional 644,556 common shares at an aggregate cost of $3.7 million under the Company’s share repurchase
program, which was approved on November 6, 2023 and expired on March 31, 2024.
|
Handysize Tankers
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||||||||
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
|
Time Charter period(2)
|
$310,000 per month
|
Aug-24
|
Aug-25
|
Dream Arrax
|
LPG carrier 5,000 cbm
|
4,753
|
2015
|
Japan
|
Time Charter period(3)
|
$323,000 per month
|
May-25
|
May-26
|
Dream Syrax
|
LPG carrier 5,000 cbm
|
5,158
|
2015
|
Japan
|
Time Charter period(4)
|
$308,500 per month
|
May-24
|
May-24
|
Dream Vermax
|
LPG carrier 5,000 cbm
|
5,155
|
2015
|
Japan
|
Time Charter period(5)
|
$318,000 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) |
The vessel has been fixed under a time charter period contract of twelve months at $310,000 per month plus twelve months at $320,000 per month at the charterer’s option.
|
(3) |
The vessel has been fixed under a time charter period contract of twelve months at $323,000 per month plus twelve months at $335,000 per month at the charterer’s option.
|
(4) |
Immediately after redelivery from the current charter, estimated to take place on May 20, 2024, in accordance with the prevailing charter party terms, the vessel will be fixed under a time charter period contract of twelve months at a
gross charter rate equal to $323,000 per month plus twelve months at the charterer’s option. The rate for the optional period will be increased at a rate between 2% and 6% to be mutually agreed between us and the charterers.
|
(5) |
The vessel has been fixed under a time charter period contract of twelve months at $318,000 per month plus twelve months at the charterer’s option at a rate to be mutually agreed by us and the charterers.
|
Three Months Ended
|
||||||||
(Expressed in U.S. dollars)
|
March 31,
2024
(unaudited)
|
March 31,
2023
(unaudited)
|
||||||
Total vessel revenues
|
$
|
7,005,829
|
$
|
31,154,154
|
||||
Operating income
|
$
|
19,540,185
|
$
|
22,044,658
|
||||
Net income and comprehensive income
|
$
|
22,127,359
|
$
|
21,959,213
|
||||
EBITDA(1)
|
$
|
21,364,829
|
$
|
24,090,304
|
||||
Earnings per common share, basic
|
$
|
1.11
|
$
|
2.29
|
||||
Earnings per common share, diluted
|
$
|
0.51
|
$
|
0.35
|
Three Months Ended
March 31,
|
||||||||
(Expressed in U.S. dollars except for operational data)
|
2024
|
2023
|
||||||
Ownership Days (1)(7)
|
479
|
720
|
||||||
Available Days (2)(7)
|
479
|
677
|
||||||
Operating Days (3)(7)
|
467
|
673
|
||||||
Daily TCE Rate (4)
|
$
|
13,593
|
$
|
45,252
|
||||
Fleet Utilization (5)
|
98
|
%
|
99
|
%
|
||||
Daily vessel operating expenses (6)
|
$
|
5,340
|
$
|
7,106
|
(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
March 31,
|
|||||||
|
2024
|
2023
|
||||||
REVENUES
|
||||||||
Time charter revenues
|
3,179,490
|
1,906,250
|
||||||
Voyage charter revenues
|
762,148
|
7,930
|
||||||
Pool revenues
|
3,064,191
|
29,239,974
|
||||||
Total vessel revenues
|
$
|
7,005,829
|
$
|
31,154,154
|
||||
|
||||||||
EXPENSES
|
||||||||
Voyage expenses (including commissions to related party)
|
(494,990
|
)
|
(518,797
|
)
|
||||
Vessel operating expenses
|
(2,557,847
|
)
|
(5,116,521
|
)
|
||||
General and administrative expenses (including related party fees)
|
(2,257,574
|
)
|
(983,264
|
)
|
||||
Management fees - related parties
|
(497,681
|
)
|
(702,000
|
)
|
||||
Depreciation and amortization
|
(1,191,615
|
)
|
(2,055,646
|
)
|
||||
(Provision) /recovery of provision for doubtful accounts
|
(25,369
|
)
|
266,732
|
|||||
Gain on sale of vessel
|
19,559,432
|
—
|
||||||
Operating income
|
$
|
19,540,185
|
$
|
22,044,658
|
||||
Interest and finance costs, net (1)
|
1,976,642
|
117,756
|
||||||
Other expenses, net
|
1,085
|
(10,000
|
)
|
|||||
Dividend income from related party
|
631,944
|
—
|
||||||
Income taxes
|
(22,497
|
)
|
(193,201
|
)
|
||||
Net income and comprehensive income, net of taxes
|
$
|
22,127,359
|
$
|
21,959,213
|
||||
Dividend on Series A Preferred Shares
|
(353,889
|
)
|
(97,222
|
)
|
||||
Deemed dividend on Series A Preferred Shares
|
(751,378
|
)
|
(200,255
|
)
|
||||
Net income attributable to common shareholders
|
$
|
21,022,092
|
$
|
21,661,736
|
||||
Earnings per common share, basic
|
$
|
1.11
|
$
|
2.29
|
||||
Earnings per common share, diluted
|
$
|
0.51
|
$
|
0.35
|
||||
Weighted average number of common shares outstanding, basic:
|
17,739,362
|
9,461,009
|
||||||
Weighted average number of common shares outstanding, diluted:
|
42,147,033
|
61,898,567
|
(1) |
Includes interest and finance costs and interest income, if any.
|
|
March 31,
2024
|
December 31,
2023
|
||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
186,412,073
|
$
|
155,235,401
|
||||
Due from related parties
|
2,505,920
|
3,923,315
|
||||||
Other current assets
|
3,457,086
|
5,976,852
|
||||||
Total current assets
|
192,375,079
|
165,135,568
|
||||||
|
||||||||
NON-CURRENT ASSETS:
|
||||||||
Vessels, net
|
75,956,293
|
88,708,051
|
||||||
Restricted cash
|
—
|
350,000
|
||||||
Due from related parties
|
1,590,501
|
1,590,501
|
||||||
Investment in related party
|
50,548,611
|
50,541,667
|
||||||
Other non-currents assets
|
458,641
|
1,778,343
|
||||||
Total non-current assets
|
128,554,046
|
142,968,562
|
||||||
Total assets
|
320,929,125
|
308,104,130
|
||||||
|
||||||||
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current portion of long-term debt, net
|
—
|
1,311,289
|
||||||
Due to related parties
|
318,889
|
315,000
|
||||||
Other current liabilities
|
5,003,054
|
6,232,735
|
||||||
Total current liabilities
|
5,321,943
|
7,859,024
|
||||||
NON-CURRENT LIABILITIES:
|
||||||||
Long-term debt, net
|
—
|
3,902,497
|
||||||
Total non-current liabilities
|
—
|
3,902,497
|
||||||
Total liabilities
|
5,321,943
|
11,761,521
|
||||||
|
||||||||
MEZZANINE EQUITY:
|
||||||||
1.00% Series A fixed rate cumulative perpetual convertible preferred shares: 140,000 shares issued and outstanding as of March 31, 2024, and December 31, 2023, respectively, aggregate
liquidation preference of $140,000,000 as of March 31, 2024 and December 31, 2023 , respectively.
|
120,352,788
|
119,601,410
|
||||||
Total mezzanine equity
|
120,352,788
|
119,601,410
|
||||||
|
||||||||
SHAREHOLDERS’ EQUITY:
|
||||||||
Common shares, $0.001 par value; 3,900,000,000 shares authorized; 18,978,409 and 19,021,758 shares issued; 18,333,853 and 18,978,409 shares (net of treasury shares) outstanding as of March 31,
2024 and December 31, 2023, respectively.
|
18,978
|
19,022
|
||||||
Preferred shares, $0.001 par value: 100,000,000 shares authorized; Series B preferred shares: 40,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.
|
40
|
40
|
||||||
Additional paid-in capital
|
58,239,605
|
57,244,290
|
||||||
Treasury shares; 644,556 and 43,349 shares as of March 31, 2024 and December 31, 2023, respectively.
|
(3,728,008
|
)
|
(223,840
|
)
|
||||
Retained Earnings
|
140,723,779
|
119,701,687
|
||||||
Total shareholders’ equity
|
195,254,394
|
176,741,199
|
||||||
Total liabilities, mezzanine equity and shareholders’ equity
|
$
|
320,929,125
|
$
|
308,104,130
|
(Expressed in U.S. Dollars)
|
Three months Ended
March 31,
|
|||||||
2024
|
2023
|
|||||||
Cash Flows (used in)/provided by Operating Activities :
|
||||||||
Net income
|
$
|
22,127,359
|
$
|
21,959,213
|
||||
Adjustments to reconcile net income to net cash (used in)/provided by Operating activities:
|
||||||||
Depreciation and amortization
|
1,191,615
|
2,055,646
|
||||||
Amortization of deferred finance charges
|
43,414
|
25,470
|
||||||
Gain on sale of vessel
|
(19,559,432
|
)
|
—
|
|||||
Provision for doubtful accounts
|
25,369
|
—
|
||||||
Stock based compensation cost
|
1,219,111
|
—
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable trade, net
|
1,869,936
|
4,666,840
|
||||||
Inventories
|
(159,817
|
)
|
(28,717
|
)
|
||||
Due from/to related parties
|
1,410,772
|
(977,432
|
)
|
|||||
Prepaid expenses and other assets
|
808,366
|
216,904
|
||||||
Other deferred charges
|
(24,409
|
)
|
—
|
|||||
Accounts payable
|
(800,861
|
)
|
973,238
|
|||||
Accrued liabilities
|
(127,457
|
)
|
493,785
|
|||||
Deferred revenue
|
308,500
|
479,926
|
||||||
Dry-dock costs paid
|
(626,046
|
)
|
(1,222,755
|
)
|
||||
Net Cash provided by Operating Activities
|
7,706,420
|
28,642,118
|
||||||
Cash flow (used in)/provided by Investing Activities:
|
||||||||
Vessel acquisitions and other vessel improvements
|
(34,660
|
)
|
(181,498
|
)
|
||||
Net proceeds from sale of vessel
|
32,490,120
|
—
|
||||||
Net cash provided by/ (used in) Investing Activities
|
32,455,460
|
(181,498
|
)
|
|||||
Cash flows (used in)/provided by Financing Activities:
|
||||||||
Net increase in Former Parent Company Investment
|
—
|
211,982
|
||||||
Issuance of Series B preferred shares
|
—
|
40
|
||||||
Payment of Dividend on Series A Preferred Shares
|
(350,000
|
)
|
—
|
|||||
Repayment of long-term debt
|
(5,257,200
|
)
|
(675,000
|
)
|
||||
Payment for repurchase of common shares
|
(3,728,008
|
)
|
—
|
|||||
Payments related to Spin-Off
|
—
|
(2,570,503
|
)
|
|||||
Net cash used in Financing Activities
|
(9,335,208
|
)
|
(3,033,481
|
)
|
||||
Net increase in cash, cash equivalents, and restricted cash
|
30,826,672
|
25,427,139
|
||||||
Cash, cash equivalents and restricted cash at the beginning of the period
|
155,585,401
|
42,479,594
|
||||||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
186,412,073
|
$
|
67,906,733
|
Three Months Ended
March 31,
|
||||||||
(In U.S. dollars, except for Available Days)
|
2024
|
2023
|
||||||
Total vessel revenues
|
$
|
7,005,829
|
$
|
31,154,154
|
||||
Voyage expenses -including commissions to related party
|
(494,990
|
)
|
(518,797
|
)
|
||||
TCE revenues
|
$
|
6,510,839
|
$
|
30,635,357
|
||||
Available Days
|
479
|
677
|
||||||
Daily TCE Rate
|
$
|
13,593
|
$
|
45,252
|
Three Months Ended
March 31,
|
||||||||
(In U.S. dollars)
|
2024
|
2023
|
||||||
Net Income
|
$
|
22,127,359
|
$
|
21,959,213
|
||||
Depreciation and amortization
|
1,191,615
|
2,055,646
|
||||||
Interest and finance costs, net (1)
|
(1,976,642
|
)
|
(117,756
|
)
|
||||
US source income taxes
|
22,497
|
193,201
|
||||||
EBITDA
|
$
|
21,364,829
|
$
|
24,090,304
|
(1) |
Includes interest and finance costs and interest income, if any.
|