Toro Corp 6-K, filed Nov 9, 2023

Toro Corp. (TORO)

6-K 2023-11-09 For: 2023-11-09

View Original

Added on April 08, 2026

About this 6-K

Toro Corp filed this 6-K on November 9, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

	TORO CORP.
Dated: November 9, 2023
	By:	/s/ Petros Panagiotidis
		Petros Panagiotidis
		Chairman and Chief Executive Officer

	Page
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2022, and September 30, 2023	F-2
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income for the nine months ended September 30, 2022, and 2023	F-3
Unaudited Condensed Consolidated Statements of Shareholders’ Equity and Mezzanine Equity for the nine months ended September 30, 2022, and 2023	F-4
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022, and 2023	F-5
Notes to Unaudited Interim Condensed Consolidated Financial Statements	F-7

			December 31,			September 30,
ASSETS	Note		2022			2023
CURRENT ASSETS:
Cash and cash equivalents			$	41,779,594		$	103,129,350
Due from related parties, current		3		558,327			4,771,754
Accounts receivable trade, net				10,616,573			4,952,526
Inventories				893,569			695,052
Assets held for sale		5		—			22,976,704
Deferred charges, net		13		—			4,657
Prepaid expenses and other assets				915,244			1,365,184
Total current assets				54,763,307			137,895,227

NON-CURRENT ASSETS:
Vessels, net		3,5		92,486,178			89,890,996
Restricted cash		6		700,000			350,000
Due from related parties		3		1,708,474			2,044,317
Prepaid expenses and other assets, non current				5,199,999			357,769
Deferred charges, net		4		2,621,145			265,686
Investment in related party		3		—			50,381,944
Total non-current assets				102,715,796			143,290,712
Total assets			$	157,479,103		$	281,185,939

LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt, net		6		2,606,302			1,308,103
Due to related parties		3		—			307,222
Accounts payable				1,643,468			3,664,378
Deferred revenue				—			310,000
Accrued liabilities				2,269,281			3,076,634
Total current liabilities				6,519,051			8,666,337

NON-CURRENT LIABILITIES:
Long-term debt, net		6		10,463,172			4,231,463
Total non-current liabilities				10,463,172			4,231,463

Commitments and contingencies		10

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		8		—			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		7,11		1			19,201
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		7		—			40
Additional paid-in capital				—			56,834,671
Due from stockholder				(1	)		—
(Accumulated deficit)/Retained Earnings				(32	)		92,585,421
Total shareholders’ equity				140,496,880			149,439,333
Total liabilities, mezzanine equity and shareholders’ equity			$	157,479,103		$	281,185,939

			Nine months Ended September 30,			Nine months Ended September 30,
	Note		2022			2023
REVENUES:
Time charter revenues		13	$	11,981,904		$	8,348,081
Voyage charter revenues		13		45,927,552			3,094,365
Pool revenues		13		15,951,024			55,102,344
Total vessel revenues				73,860,480			66,544,790

EXPENSES:
Voyage expenses (including $941,346 and $850,904 to related party for the nine months ended September 30, 2022, and 2023, respectively)		3,14		(26,031,974	)		(3,094,774	)
Vessel operating expenses		14		(15,905,448	)		(16,548,113	)
Management fees to related parties		3		(2,115,900	)		(2,446,101	)
Recovery of provision for doubtful accounts				—			266,732
Depreciation and amortization		4,5		(5,440,750	)		(5,459,406	)
General and administrative expenses (including $409,911 and $1,902,277 to related party for the nine months September 30,2022, and 2023, respectively)		3,11		(1,337,136	)		(3,072,345	)
Gain on sale of vessels		3,5		3,222,631			74,270,047
Total expenses			$	(47,608,577	)	$	43,916,040

Operating income			$	26,251,903		$	110,460,830

OTHER (EXPENSES)/INCOME:
Interest and finance costs		15		(629,019	)		(821,307	)
Interest income				26,545			2,737,052
Dividend income from related party		3		—			381,944
Foreign exchange losses				(6,651	)		(23,885	)
Total other (expenses)/ income, net			$	(609,125	)	$	2,273,804

Net income, before taxes			$	25,642,778		$	112,734,634
Income taxes				(797,807	)		(324,289	)
Net income and comprehensive income			$	24,844,971		$	112,410,345
Dividend on Series A Preferred Shares		3,12		—			(808,889	)
Deemed dividend on Series A Preferred Shares		8		—			(1,676,671	)
Net income attributable to common shareholders			$	24,844,971		$	109,924,785
Earnings per common share, basic		12		2.63			6.78
Earnings per common share, diluted		12		0.57			2.23
Weighted average number of common shares, Basic		12		9,461,009			16,203,797
Weighted average number of common shares, Diluted		12		43,709,458			50,452,246

																									Mezzanine equity
	# of Series B Preferred Shares		Par Value of Preferred Series B shares		# of Common shares			Par Value of Common Shares			Additional Paid-in capital		Due from Stockholder			Former Parent Company Investment			(Accumulated deficit)/ Retained Earnings			Total Shareholders’ Equity			# of Series A Preferred Shares		Mezzanine Equity
Balance, December 31, 2021		—		—		—			—			—		—			104,031,170			—			104,031,170			—		—
Issuance of common shares		—		—		1,000			1			—		(1	)		—			—			—			—		—
Net income and comprehensive income		—		—		—			—			—		—			24,844,971			—			24,844,971			—		—
Net decrease in Former Parent Company Investment		—		—		—			—			—		—			(216,887	)		—			(216,887	)		—		—
Balance, September 30, 2022		—		—		1,000			1			—		(1	)		128,659,254			—			128,659,254			—		—

Balance, December 31, 2022		—		—		1,000			1			—		(1	)		140,496,912			(32	)		140,496,880			—		—
Net income and comprehensive income		—		—		—			—			—		—			17,339,332			95,071,013			112,410,345			—		—
Net increase in Former Parent Company investment		—		—		—			—			—		—			211,982			—			211,982			—		—
Cancellation of common shares due to spin off		—		—		(1,000	)		(1	)		—		1			—			—			—			—		—
Capitalization at spin off, including Issuance of capital and preferred stock, net of costs (Note 8)		40,000		40		9,461,009			9,461			38,156,985		—			(158,048,226	)		—			(119,881,740	)		140,000		117,172,135
Issuance of common shares pursuant to private placement		—		—		8,500,000			8,500			18,638,736		—			—			—			18,647,236			—		—
Issuance of restricted stock and compensation cost		—		—		1,240,000			1,240			38,950		—			—			—			40,190			—		—
Dividend on Series A preferred shares		—		—		—			—			—		—			—			(808,889	)		(808,889	)		—		—
Deemed dividend on Series A preferred shares (Note 8)		—		—		—			—			—		—			—			(1,676,671	)		(1,676,671	)		—		1,676,671
Balance, September 30,2023		40,000		40		19,201,009			19,201			56,834,671		—			—			92,585,421			149,439,333			140,000		118,848,806

	Note		Nine months ended September 30, 2022			Nine months ended September 30, 2023
Cash Flows (used in)/provided by Operating Activities:
Net income			$	24,844,971		$	112,410,345
Adjustments to reconcile net income to net cash (used in)/provided by Operating activities:
Depreciation and amortization		4,5		5,440,750			5,459,406
Amortization of deferred finance charges		15		92,117			126,491
Gain on sale of vessels		5		(3,222,631	)		(74,270,047	)
Stock based compensation cost		11		—			40,190
Changes in operating assets and liabilities:
Accounts receivable trade, net				(5,877,838	)		5,664,047
Inventories				(1,327,892	)		34,562
Due from/to related parties				(7,331,215	)		(4,931,213	)
Prepaid expenses and other assets				(1,247,888	)		4,392,290
Other deferred charges				(171,914	)		(4,657	)
Accounts payable				2,915,885			2,190,358
Accrued liabilities				1,629,030			808,695
Deferred revenue				(540,623	)		310,000
Dry-dock costs paid				(1,068,375	)		(2,477,536	)
Net Cash provided by Operating Activities				14,134,377			49,752,931

Cash flow (used in)/provided by Investing Activities:
Vessel acquisitions and other vessel improvements		5		(784,028	)		(72,149,308	)
Investment in related party		3		—			(50,000,000	)
Net proceeds from sale of vessel				12,641,284			125,389,588
Net cash provided by Investing Activities				11,857,256			3,240,280

Cash flows (used in)/provided by Financing Activities:
Net (decrease)/increase in Former Parent Company Investment				(216,887	)		211,982
Issuance of Series B Preferred shares		7		—			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		6		(2,375,000	)		(7,656,400	)
Payments related to Spin-Off		3		—			(2,694,646	)
Net cash used in Financing Activities				(2,591,887	)		8,006,545

Net increase in cash, cash equivalents, and restricted cash				23,399,746			60,999,756
Cash, cash equivalents and restricted cash at the beginning of the period				5,663,411			42,479,594
Cash, cash equivalents and restricted cash at the end of the period			$	29,063,157			103,479,350

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents			$	28,363,157		$	103,129,350
Restricted cash, non-current				700,000			350,000
Cash, cash equivalents, and restricted cash				29,063,157			103,479,350

	Nine months ended September 30,		Nine months ended September 30,
	2022		2023
Management fees-related parties
Management fees – Pavimar (b)	$	977,400	$	—
Management fees – Castor Ships (a)		1,138,500		2,446,101

Included in Voyage expenses
Charter hire commissions – Castor Ships (a)	$	941,346	$	850,904

Included in General and administrative expenses
Administration fees – Castor Ships (a)	$	409,911	$	1,902,277
Stock compensation cost (Note 11)	$	—	$	40,190

Included in Gain on sale of vessels
Sale & purchase commission – Castor Ships (a)	$	131,500	$	1,296,000

Included in Vessels’ cost
Sale & purchase commission – Castor Ships (a)	$	—	$	707,150

	December 31, 2022		September 30, 2023
Assets:
Due from Castor Ships (a) – current		558,327		4,771,754
Due from Castor Ships (a) – non-current		1,708,474		2,044,317
Investment in related party (d) – non-current		—		50,381,944
Liabilities:
Due to Former Parent Company (d) – current	$	—	$	307,222

	Dry-docking costs
Balance December 31, 2022	$	2,621,145
Additions		2,222,931
Amortization		(1,135,270	)
Disposals		(1,446,607	)
Transfer to Assets held for sale (Note 5(b))		(1,996,513	)
Balance September 30, 2023	$	265,686

	Vessel Cost			Accumulated depreciation			Net Book Value
Balance December 31, 2022	$	102,122,080		$	(9,635,902	)	$	92,486,178
Acquisitions, improvements, and other vessel costs		72,218,123			—			72,218,123
Vessel disposals		(55,998,326	)		6,325,392			(49,672,934	)
Transfer to Assets held for sale (b)		(24,305,933	)		3,489,698			(20,816,235	)
Period depreciation		—			(4,324,136	)		(4,324,136	)
Balance September 30, 2023	$	94,035,944		$	(4,144,948	)	$	89,890,996

Loan facilities	Borrowers	As of December 31, 2022			As of September 30, 2023
$18.0 Million Term Loan Facility	Rocket- Gamora		13,250,000			5,593,600
Total long-term debt		$	13,250,000		$	5,593,600
Less: Deferred financing costs			(180,526	)		(54,034	)
Total long-term debt, net of deferred finance costs			13,069,474			5,539,566

Presented:
Current portion of long-term debt		$	2,700,000		$	1,345,600
Less: Current portion of deferred finance costs			(93,698	)		(37,497	)
Current portion of long-term debt, net of deferred finance costs		$	2,606,302		$	1,308,103

Non-Current portion of long-term debt			10,550,000			4,248,000
Less: Non-Current portion of deferred finance costs			(86,828	)		(16,537	)
Non-Current portion of long-term debt, net of deferred finance costs		$	10,463,172		$	4,231,463

Twelve-month period ending September 30,	Amount
2024	$	1,345,600
2025		4,248,000
Total long-term debt	$	5,593,600


	Number of restricted shares		Weighted average grant date fair value per non-vested share
Non-vested, September 6, 2023		—		—
Granted		1,240,000		5.83
Non-vested, September 30, 2023		1,240,000		5.83

	Nine months ended September 30,			Nine months ended September 30,
Voyage expenses	2022			2023
Brokerage commissions		1,495,360			346,063
Brokerage commissions- related party		941,346			850,904
Port & other expenses		4,974,557			424,531
Bunkers consumption		18,620,743			1,476,529
Gain on bunkers		(32	)		(3,253	)
Total Voyage expenses	$	26,031,974		$	3,094,774

	Nine months ended September 30, 2022									Nine months ended September 30, 2023
	Aframax/LR2 tanker segment			Handysize tanker segment			Total			Aframax/LR2 tanker segment			Handysize tanker segment			LPG carrier segment			Total
- Time charter revenues	$	11,981,904		$	—		$	11,981,904		$	7,742,231		$	—		$	605,850			8,348,081
- Voyage charter revenues		45,927,552			—			45,927,552			552,859			—			2,541,506			3,094,365
- Pool revenues		6,878,431			9,072,593			15,951,024			43,242,176			11,860,168			—			55,102,344
Total vessel revenues	$	64,787,887		$	9,072,593		$	73,860,480		$	51,537,266		$	11,860,168		$	3,147,356		$	66,544,790
Voyage expenses (including charges from related parties)		(25,897,133	)		(134,841	)		(26,031,974	)		(1,225,152	)		(151,741	)		(1,717,881	)		(3,094,774	)
Vessel operating expenses		(12,824,845	)		(3,080,603	)		(15,905,448	)		(10,304,389	)		(4,124,057	)		(2,119,667	)		(16,548,113	)
Management fees to related parties		(1,628,800	)		(487,100	)		(2,115,900	)		(1,262,223	)		(544,126	)		(639,752	)		(2,446,101	)
Recovery of Provision for doubtful accounts		—			—			—			266,732			—			—			266,732
Depreciation and Amortization		(4,382,226	)		(1,058,524	)		(5,440,750	)		(3,264,170	)		(1,259,518	)		(935,718	)		(5,459,406	)
Gain on sale of vessels		3,222,631			—			3,222,631			74,270,047			—			—			74,270,047
Segments operating income/(loss)	$	23,277,514		$	4,311,525		$	27,589,039		$	110,018,111		$	5,780,726		$	(2,265,662	)	$	113,533,175
Interest and finance costs								(629,019	)											(821,307	)
Interest income								26,545												2,737,052
Dividend income from related party								—												381,944
Foreign exchange losses								(6,651	)											(23,885	)
Less: Unallocated corporate general and administrative expenses (including related parties)								(1,337,136	)											(3,072,345	)
Net income and comprehensive income, before taxes							$	25,642,778											$	112,734,634

	As of December 31, 2022			As of September 30, 2023
Aframax/LR2 tanker segment	$	134,093,677		$	55,105,415
Handysize tanker segment		23,385,458			20,210,568
LPG carrier segment		—			73,221,808
Cash and cash equivalents⁽¹⁾		(32	)		81,572,185
Prepaid expenses and other assets⁽¹⁾		—			50,768,741
Total assets	$	157,479,103		$	280,878,717

	Nine months ended September 30, 2022			Nine months ended September 30, 2023			Change - Amount
Total vessel revenues	$	73,860,480		$	66,544,790		$	(7,315,690	)
Expenses:
Voyage expenses (including commissions to related party)		(26,031,974	)		(3,094,774	)		22,937,200
Vessel operating expenses		(15,905,448	)		(16,548,113	)		(642,665	)
Management fees to related parties		(2,115,900	)		(2,446,101	)		(330,201	)
Depreciation and amortization		(5,440,750	)		(5,459,406	)		(18,656	)
General and administrative expenses (including costs from related parties)		(1,337,136	)		(3,072,345	)		(1,735,209	)
Recovery of provision for doubtful accounts		—			266,732			266,732
Gain on sale of vessels		3,222,631			74,270,047			71,047,416
Operating income	$	26,251,903		$	110,460,830		$	84,208,927
Interest and finance costs, net⁽¹⁾		(602,474	)		1,915,745			2,518,219
Foreign exchange losses		(6,651	)		(23,885	)		(17,234	)
Dividend income from related party		—			381,944			381,944
Income taxes		(797,807	)		(324,289	)		473,518
Net income and comprehensive income	$	24,844,971		$	112,410,345		$	87,565,374
Dividend on Series A Preferred Shares		—			(808,889	)		(808,889	)
Deemed dividend on Series A Preferred Shares		—			(1,676,671	)		(1,676,671	)
Net income attributable to common shareholders	$	24,844,971		$	109,924,785		$	85,079,814
Earnings per common share, basic		2.63			6.78
Earnings per common share, diluted		0.57			2.23
Weighted average number of common shares, basic		9,461,009			16,203,797
Weighted average number of common shares, diluted		43,709,458			50,452,246

	Nine months ended September 30, 2022			Nine months ended September 30, 2023			Change – amount
Total vessel revenues	$	64,787,887		$	51,537,266		$	(13,250,621	)
Expenses:
Voyage expenses (including commissions to related party)		(25,897,133	)		(1,225,152	)		24,671,981
Vessel operating expenses		(12,824,845	)		(10,304,389	)		2,520,456
Management fees to related parties		(1,628,800	)		(1,262,223	)		366,577
Depreciation and amortization		(4,382,226	)		(3,264,170	)		1,118,056
Recovery of provision for doubtful accounts		—			266,732			266,732
Gain on sale of vessels		3,222,631			74,270,047			71,047,416
Segment operating income	$	23,277,514		$	110,018,111		$	86,740,597

	For the nine months ended		For the nine months ended
	September 30, 2022		September 30, 2023
Net cash provided by operating activities	14,134,377			49,752,931
Net cash provided by investing activities	11,857,256			3,240,280
Net cash (used in)/ provided by financing activities	(2,591,887	)		8,006,545