Toro Corp 6-K, filed Oct 9, 2026
Toro Corp. (TORO)
6-K
2026-10-09
For: 2026-06-30
View Original
Added on
October 09, 2026
About this 6-K
Toro Corp filed this 6-K on October 9, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-41561
TORO CORP.
(Translation of registrant’s name into English)
223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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Form 20-F ☒
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Form 40-F ☐
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INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this report on Form 6-K as Exhibits 99.1 and 99.2 are the unaudited consolidated interim financial statements and related management’s discussion and analysis of financial condition and
results of operations of Toro Corp. (“Toro” or “the Company”) for the six months ended June 30, 2026.
The information contained in this report on Form 6-K and Exhibits 99.1 and 99.2 attached hereto are hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-275477 and
333-275478) and Form S-8 (File Nos. 333-274652 and 333-290645).
Exhibit Index
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Exhibit
No.
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Description
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Unaudited Consolidated Interim Financial Statements for the Six Months Ended June 30, 2026
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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101.INS
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Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TORO CORP.
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Dated: October 9, 2026
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By:
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/s/ Petros Panagiotidis
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Petros Panagiotidis
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Chairman and Chief Executive Officer
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Exhibit 99.1
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Page
|
|
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F-2
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|
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F-3
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|
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F-4
|
|
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F-5
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|
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F-6
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F-1
TORO CORP.
December 31, 2025, and June 30, 2026
(Expressed in U.S. Dollars – except for share data)
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|
December 31,
|
June 30,
|
||||||||||
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ASSETS
|
Note
|
2025
|
2026
|
|||||||||
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CURRENT ASSETS:
|
||||||||||||
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Cash and cash equivalents
|
$
|
|
$
|
|
||||||||
| Restricted cash | 9 |
|||||||||||
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|
4
|
|
|
|||||||||
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Accounts receivable trade
|
|
|
||||||||||
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Inventories
|
|
|
||||||||||
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Prepaid expenses and other assets
|
|
|
||||||||||
| Deferred finance fees, current |
9 | |||||||||||
| Investment in equity securities, current |
7 |
|||||||||||
| Accrued charter revenue |
||||||||||||
| Current assets of discontinued operations |
3 | |||||||||||
|
Total current assets
|
|
|
||||||||||
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|
||||||||||||
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NON-CURRENT ASSETS:
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||||||||||||
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Vessels, net
|
4,6
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|
|
|||||||||
| Restricted cash, non-current |
9 |
|||||||||||
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|
4
|
|
|
|||||||||
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Deferred charges, net
|
5
|
|
|
|||||||||
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Investment in equity securities, non-current
|
7 | |||||||||||
| Investment in related parties |
4 |
|||||||||||
| Investment in debt securities |
8 |
|||||||||||
| Deferred finance fees, non-current |
9 | |||||||||||
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Total non-current assets
|
|
|
||||||||||
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Total assets
|
$
|
|
$
|
|
||||||||
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|
||||||||||||
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LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
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||||||||||||
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CURRENT LIABILITIES:
|
||||||||||||
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|
4 |
|||||||||||
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Accounts payable
|
|
|
||||||||||
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Deferred revenue
|
|
|
||||||||||
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Accrued liabilities
|
|
|
||||||||||
| Dividend payable |
||||||||||||
| Current liabilities of discontinued operations |
3 | |||||||||||
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Total current liabilities
|
|
|
||||||||||
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|
||||||||||||
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NON-CURRENT LIABILITIES:
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||||||||||||
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Total non-current liabilities
|
|
|
||||||||||
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|
||||||||||||
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Commitments and contingencies
|
13
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|||||||||||
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|
||||||||||||
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MEZZANINE EQUITY:
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||||||||||||
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|
11
|
|
|
|||||||||
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Total mezzanine equity
|
|
|
||||||||||
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|
||||||||||||
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SHAREHOLDERS’ EQUITY:
|
||||||||||||
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Common shares, $
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10,14
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|
|
|||||||||
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Preferred shares, $
|
10
|
|
|
|||||||||
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Additional paid-in capital
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|
|
||||||||||
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Retained Earnings
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|
|
||||||||||
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Total shareholders’ equity
|
|
|
||||||||||
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Total liabilities, mezzanine equity and shareholders’ equity
|
$
|
|
$
|
|
||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-2
TORO CORP.
For the six months ended June 30, 2025 and 2026
(Expressed in U.S. Dollars – except for share data)
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|
Six months ended
June 30,
|
Six months ended
June 30,
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||||||||||
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Note
|
2025
|
2026
|
|||||||||
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REVENUES:
|
||||||||||||
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Time charter revenues
|
16
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$
|
|
$
|
|
|||||||
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Pool revenues
|
16
|
|
|
|||||||||
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Total vessel revenues
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|
|
||||||||||
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|
||||||||||||
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EXPENSES:
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||||||||||||
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Voyage expenses (including $
|
4,17
|
(
|
)
|
(
|
)
|
|||||||
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Vessel operating expenses
|
17
|
(
|
)
|
(
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)
|
|||||||
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Management fees to related party
|
4
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(
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)
|
(
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)
|
|||||||
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Depreciation and amortization
|
5,6
|
(
|
)
|
(
|
)
|
|||||||
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General and administrative expenses (including $
|
4,14
|
(
|
)
|
(
|
)
|
|||||||
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Total expenses
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
|
|
||||||||||||
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Operating loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
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|
||||||||||||
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OTHER (EXPENSES)/INCOME:
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||||||||||||
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Interest and finance costs
|
(
|
)
|
(
|
)
|
||||||||
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Interest income
|
|
|
||||||||||
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Interest income from related party
|
4 |
|||||||||||
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Dividend income from related parties
|
4,18 | |||||||||||
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Foreign exchange gains/(losses)
|
|
(
|
)
|
|||||||||
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Dividend income on equity securities
|
7 | |||||||||||
|
Gain/(Loss) on equity securities
|
7 | ( |
) | |||||||||
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Total other income, net
|
$
|
|
$
|
|
||||||||
|
|
||||||||||||
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Net income and comprehensive income from continuing operations
|
$
|
|
$
|
|
||||||||
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Net income/(loss) and comprehensive income/(loss) from discontinued operations
|
3 |
$ | $ | ( |
) | |||||||
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Net income and comprehensive income
|
$
|
|
$
|
|
||||||||
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Dividend on Series A Preferred Shares
|
4,15
|
(
|
)
|
(
|
)
|
|||||||
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Deemed dividend on Series A Preferred Shares
|
11,15
|
(
|
)
|
(
|
)
|
|||||||
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Net income/(loss) attributable to common shareholders
|
$
|
|
$
|
(
|
)
|
|||||||
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Earnings/(loss) per common share, basic, continuing operations
|
15 |
( |
) | |||||||||
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Earnings/(loss) per common share, diluted, continuing operations
|
15 |
( |
) | |||||||||
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Earnings/(loss) per common share, basic, discontinued operations
|
15 |
( |
) | |||||||||
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Earnings/(loss) per common share, diluted, discontinued operations
|
15 |
( |
) | |||||||||
|
Earnings/(loss) per common share, basic, total
|
15
|
|
(
|
)
|
||||||||
|
Earnings/(loss) per common share, diluted, total
|
15
|
|
(
|
)
|
||||||||
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Weighted average number of common shares, basic
|
15
|
|
|
|||||||||
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Weighted average number of common shares, diluted
|
15
|
|
|
|||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-3
TORO CORP.
For the six months ended June 30, 2025 and 2026
(Expressed in U.S. Dollars – except for share data)
|
|
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
|
Retained
Earnings
|
Total
Shareholders’
Equity
|
# of
Series A Preferred
Shares
|
Mezzanine
Equity
|
|||||||||||||||||||||||||||
|
Balance, December 31, 2024
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Net income and comprehensive income
|
—
|
|
—
|
|
|
|
|
—
|
—
|
|||||||||||||||||||||||||||
|
Stock-based compensation cost (Note 14)
|
— | — | ||||||||||||||||||||||||||||||||||
|
Distribution of net assets of Robin Energy Ltd. to shareholders (Note 1)
|
— | — | — | ( |
) | ( |
) | — | — | |||||||||||||||||||||||||||
|
Dividend on Series A preferred shares (Note 11)
|
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||||||||||
|
Deemed dividend on Series A preferred shares (Note 11)
|
— | — | ( |
) | ( |
) | — | |||||||||||||||||||||||||||||
|
Balance, June 30, 2025
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
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|
||||||||||||||||||||||||||||||||||||
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Balance, December 31, 2025
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Net income and comprehensive income
|
—
|
|
—
|
|
|
|
|
—
|
—
|
|||||||||||||||||||||||||||
|
Stock-based
compensation cost
(Note 14)
|
— | — | ||||||||||||||||||||||||||||||||||
|
Issuance of common shares pursuant to special dividend (Note 10)
|
— | — | ||||||||||||||||||||||||||||||||||
|
Special dividend declared and paid ($
|
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||||||||||
|
Dividend on Series A Preferred Shares (Note 11)
|
—
|
|
—
|
|
|
(
|
)
|
(
|
)
|
—
|
—
|
|||||||||||||||||||||||||
|
Deemed dividend on Series A Preferred Shares (Note 11)
|
—
|
|
—
|
|
|
(
|
)
|
(
|
)
|
—
|
|
|||||||||||||||||||||||||
|
Balance, June 30, 2026
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-4
TORO CORP.
For the six months ended June 30, 2025 and 2026
(Expressed in U.S. Dollars)
|
Six months ended
June 30,
|
Six months ended
June 30,
|
|||||||||||
|
|
Note
|
2025
|
2026
|
|||||||||
|
Cash Flows (used in)/provided by Operating Activities of Continuing Operations:
|
||||||||||||
|
Net income
|
$
|
|
$
|
|
||||||||
|
Less: Net (income)/loss from discontinued operations
|
( |
) | ||||||||||
|
Net income from continuing operations
|
$ | $ | ||||||||||
|
Adjustments to reconcile net income from Continuing operations to net cash (used
in)/provided by operating activities:
|
||||||||||||
|
Depreciation and amortization
|
5,6
|
|
|
|||||||||
|
Amortization of investment in debt securities
|
8 |
( |
) | |||||||||
| Amortization of deferred finance charges |
||||||||||||
|
Stock-based compensation cost
|
4,14 | |||||||||||
|
Straight line amortization of hire
|
( |
) | ||||||||||
|
Unrealized gain on equity securities
|
7 |
( |
) | |||||||||
| Realized loss on debt securities |
8 |
|||||||||||
|
Realized loss on sale of equity securities
|
7 |
|||||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accounts receivable trade
|
(
|
)
|
(
|
)
|
||||||||
|
Inventories
|
(
|
)
|
(
|
)
|
||||||||
|
Due from/to related party
|
(
|
)
|
|
|||||||||
|
Prepaid expenses and other assets
|
(
|
)
|
(
|
)
|
||||||||
|
Accounts payable
|
|
|
||||||||||
|
Accrued liabilities
|
|
|
||||||||||
|
Deferred revenue
|
|
(
|
)
|
|||||||||
|
Dry-dock costs paid
|
(
|
)
|
(
|
)
|
||||||||
|
Net Cash (used in)/provided by Operating Activities from Continuing Operations
|
(
|
)
|
|
|||||||||
|
|
||||||||||||
|
Cash flow (used in)/provided by Investing Activities of Continuing Operations:
|
||||||||||||
|
Advances for vessel acquisition and other
vessel improvements
|
6 | ( |
) | ( |
) | |||||||
| Purchase of debt securities |
8 |
( |
) | |||||||||
| Proceeds from redemption of debt securities |
8 |
|||||||||||
|
Proceeds from repayment of loan to related party
|
4 | |||||||||||
|
Proceeds from sale of equity securities
|
7 |
|||||||||||
|
Net cash provided by/(used in) Investing Activities from Continuing Operations
|
|
(
|
)
|
|||||||||
|
|
||||||||||||
|
Cash flows (used in)/provided by Financing Activities of Continuing Operations:
|
||||||||||||
|
Payment of Dividend on Series A Preferred Shares
|
11 |
( |
) | ( |
) | |||||||
|
Payments for expenses pursuant to Tender offer
|
10 |
|
(
|
)
|
||||||||
| Proceeds from long-term debt |
9 | |||||||||||
| Repayment of long-term debt |
9 | ( |
) | |||||||||
| Payment of special dividends |
10 |
( |
) | |||||||||
| Payment of deferred financing costs |
9 |
( |
) | |||||||||
|
Cash contribution related to Spin-Off
|
1
|
( |
) | |||||||||
|
Net cash used in Financing Activities from Continuing operations
|
(
|
)
|
(
|
)
|
||||||||
|
|
||||||||||||
|
Cash flows of Discontinued operations:
|
||||||||||||
|
Net cash provided by Operating Activities from discontinued operations
|
||||||||||||
|
Net cash provided by Discontinued operations
|
||||||||||||
|
|
||||||||||||
|
Net increase/(decrease) in cash, cash equivalents, and restricted cash
|
|
(
|
)
|
|||||||||
|
Cash, cash equivalents and restricted cash at the beginning of the period
|
|
|
||||||||||
|
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
|
$
|
|
||||||||
|
|
||||||||||||
|
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
||||||||||||
|
Cash and cash equivalents from continuing operations
|
$
|
|
$
|
|
||||||||
| Cash and cash equivalents from discontinued operations | $ | $ | ||||||||||
|
Restricted cash, current from continuing operations
|
|
|
||||||||||
| Restricted cash, non-current from continuing operations |
||||||||||||
|
Cash, cash equivalents, and restricted cash
|
$
|
|
$
|
|
||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-5
TORO CORP.
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 1. |
Basis of Presentation and General information:
|
Toro Corp. (“Toro”) was formed on July 29, 2022 as a wholly owned subsidiary of Castor Maritime Inc. (“Castor”, or the
“Former Parent Company”) under the laws of the Republic of the Marshall Islands under the name Tankco Shipping Inc. and changed its name to Toro Corp. on September 29, 2022. On March 7, 2023 (the “Distribution Date”), Castor completed the
Spin-Off (as defined
herein) of Toro based on the terms approved by the independent disinterested directors of Castor following the recommendation of its special committee of independent disinterested directors. In the Spin-Off, Castor separated its tanker
fleet from its dry bulk and container fleet by, among other actions, contributing to Toro its interest in the subsidiaries comprising its tanker fleet, each owning one tanker vessel and Elektra Shipping Co. (the “Toro Subsidiaries”) in exchange for (i) 9,461,009 common shares of
Toro, (ii) the issuance to Castor of 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 per share and a par value of $0.001 per share and (iii)
the issuance at par to Pelagos Holdings Corp, a company controlled by Toro’s Chairman and Chief Executive Officer, of 40,000 Series B
preferred shares of Toro, par value $0.001 per share (the “Series B Preferred Shares”). Toro’s common shares were distributed on March
7, 2023 pro rata to the shareholders of record of Castor as of February 22, 2023 at a ratio of one Toro common share for every ten Castor common shares. The foregoing transactions are referred to collectively herein as the “Spin-Off”. Toro began trading on the Nasdaq Capital
Market (“Nasdaq”), under the symbol “TORO”, in March 2023.
The Spin-off has been accounted for as a transfer of business among entities under common control. Accordingly, these accompanying consolidated financial statements of the
Company have been presented as if the Toro Subsidiaries were consolidated subsidiaries of the Company for all periods presented and using the historical carrying costs of the assets and the liabilities of the Toro Subsidiaries, from their dates
of incorporation. As a result, the accompanying consolidated financial statements include the accounts of Toro and its wholly owned subsidiaries (collectively, the “Company”).
On April 14, 2025 (the “Robin Distribution Date”), the Company contributed (a) the subsidiaries constituting the Company’s
Handysize tanker segment and (b) $10.4 million in cash to the Company’s wholly owned subsidiary, Robin Energy Ltd. (“Robin”) as a
capital contribution, in exchange for (i) the issuance by Robin to Toro of all 2,386,732 2,000,000 1.00 %
Series A fixed rate cumulative perpetual convertible preferred shares of Robin, having a stated amount of $25 and a par value of $0.001 per share and (ii) the issuance of 40,000
Series B preferred shares of Robin, par value $0.001 per share, to Pelagos Holdings Corp, a company controlled by the Company’s
Chairman and Chief Executive Officer. On the same day, the Company distributed all then issued and outstanding shares of Robin to its common shareholders of record as of April 7, 2025, on a pro rata basis (such transactions collectively, the
“Robin Spin-Off”). For further details regarding the Robin Spin-Off, please refer to Note 1 of the consolidated financial statements in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on
April 15, 2026 (the “2025 Annual Report”).
F-6
TORO CORP.
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, 2026, the Company was engaged in the worldwide transportation of refined petroleum products and liquefied
petroleum gas through its vessel-owning subsidiaries.
As a result of the sale of the M/T Wonder Sirius on January 24, 2024, the Company
no longer has any Aframax/LR2 vessels. The results of operations and cash flows of the Aframax/LR2 tanker segment, as well as its assets and liabilities, are reported as discontinued operations for all periods presented (Note 3).
Castor Ships S.A., a
corporation incorporated under the laws of the Republic of the Marshall Islands (“Castor Ships”), a related party controlled by Toro’s Chairman and Chief Executive Officer, Petros Panagiotidis, provides commercial ship management services,
ship management and chartering services to the vessels owned by the Company’s vessel-owning subsidiaries. Such services are provided through subcontracting
agreements with unrelated third-party managers, entered into with the Company’s consent, for the Company’s vessels. Castor Ships subcontracted the technical management of all the Company’s vessels to third-party ship management companies,
except for the LPG Dream Syrax, for which Castor
Ships provided the technical management from November 5, 2024 until its sale on September 3, 2025, the M/T Wonder Maia and the M/T Wonder Altair for
which Castor Ships has provided the technical management since September 29, 2025, and February 8, 2026, respectively. As a part of the Spin-Off, the Company entered into a master management agreement with Castor Ships with respect to its
vessels in substantially the same form as Castor’s Master Management Agreement previously in place for its vessels. The vessel management agreements with Castor Ships previously entered into for each of the vessels by the applicable
vessel-owning subsidiary remain in effect for each such vessel.
As of June 30, 2026, Toro had 18 wholly owned subsidiaries incorporated in the Republic of the Marshall Islands.
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 2025 Annual Report.
The accompanying interim condensed consolidated financial statements are unaudited and include all normal recurring
adjustments that management considers necessary for a fair presentation of its condensed consolidated financial position and results of operations for the interim periods presented. The results of operations for the interim periods presented
are not necessarily indicative of the results that may be expected for the entire year.
F-7
TORO CORP.
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, 2025, included in the Company’s 2025 Annual Report. During the six-month period ended June 30, 2026, except for the new significant accounting policies and the recent
accounting pronouncements described below, there were no other significant changes to the Company’s significant accounting policies or recent accounting pronouncements that the Company expects to have a potential impact on its consolidated
financial statements.
New significant accounting
policies adopted during the six months ended June 30, 2026
Deferred Finance Fees
Costs associated with the revolving credit facility, including but not limited to, fees paid to
lenders, fees required to be paid to third parties on the lender’s behalf in connection with a debt financing or refinancing, or any unamortized portion thereof, are presented by the Company as “Deferred finance fees” in the accompanying
unaudited condensed consolidated balance sheet in accordance with ASC 835-30-45-1A. Such fees are amortized on a straight-line basis over the contractual term of the revolving credit facility, regardless of whether there are any outstanding
borrowings under the facility.
Recent Accounting Pronouncements:
In April 2026, the FASB issued ASU 2026-01,Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock.The amendments in this update require entities to initially measure paid-in-kind (“PIK”) dividends on equity-classified preferred stock using the PIK dividend rate
stated in the preferred stock agreement, rather than at fair value. The ASU is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The Company
is currently evaluating the impact of this ASU on its consolidated financial statements.
In May 2026, the FASB issued Accounting Standards Update No. 2026-02,Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes guidance for the recognition, measurement, presentation and disclosure of environmental credits and related
environmental credit obligations. The amendments are effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual reporting periods, with early adoption permitted, and are required
to be applied retrospectively. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and related disclosures.
F-8
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
|
3.
|
Discontinued operations:
|
Following the sale of the M/T Wonder Sirius (Note
1), the Company no longer has any Aframax/LR2 vessels. The Company has determined that the disposal of all of its Aframax/LR2 vessels constituted a disposal of an entity’s segment that will have a major effect on the Company’s operations and
financial results. In this respect, the results of operations and cash flows of the Aframax/LR2 segment, as well as its assets and liabilities, are reported as discontinued operations for all periods presented in the accompanying unaudited interim
condensed consolidated financial statements.
The components of assets and liabilities of discontinued operations in the unaudited
condensed consolidated balance sheet at December 31, 2025 and June 30, 2026 consisted of the following:
|
December 31,
|
June 30,
|
|||||||
|
2025
|
2026
|
|||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Due from related party, current
|
|
|
||||||
|
Prepaid expenses and other assets
|
|
|
||||||
|
Total current assets of discontinued operations
|
|
|
||||||
|
|
||||||||
|
NON-CURRENT ASSETS:
|
||||||||
|
Total non-current assets of discontinued operations
|
|
|
||||||
|
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Accounts payable
|
|
|
||||||
|
Accrued liabilities
|
|
|
||||||
|
Total current liabilities of discontinued operations
|
|
|
||||||
|
|
||||||||
|
NON-CURRENT LIABILITIES:
|
||||||||
|
Total non-current liabilities of discontinued operations
|
|
|
||||||
The components of the income/(loss) from discontinued operations for the six months ended June 30, 2025 and 2026 in the unaudited interim condensed consolidated statements of comprehensive income consisted of the following:
|
Six Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||
|
2025
|
2026
|
|||||||
|
REVENUES:
|
||||||||
|
Total vessel revenues
|
|
|
||||||
|
|
||||||||
|
INCOME/(EXPENSES):
|
||||||||
|
Voyage expenses (including $
|
|
|
||||||
|
Vessel operating expenses
|
(
|
)
|
|
|||||
|
Total income
|
|
|
||||||
|
|
||||||||
|
Operating income
|
|
|
||||||
|
|
||||||||
|
OTHER INCOME/(EXPENSES):
|
||||||||
|
Interest and finance costs
|
(
|
)
|
(
|
)
|
||||
|
Foreign exchange gains
|
|
|
||||||
|
Total other expenses, net
|
(
|
)
|
(
|
)
|
||||
|
|
||||||||
|
Net income/(loss) and comprehensive income/(loss) from discontinued operations
|
$
|
|
$
|
(
|
)
|
|||
F-9
TORO CORP.
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:
|
| (a) |
Castor Ships:
|
For a further description of the services provided by, and transactions with, Castor Ships prior to January 1, 2026,
please refer to Note 4 to the consolidated financial statements for the year ended December 31, 2025, included in the Company’s 2025 Annual Report.
As of June 30, 2026, in accordance with the provisions of the Master Management Agreement, effective April 26, 2023, by and among the Company, its
shipowning subsidiaries and Castor Ships, Castor Ships had subcontracted to a third-party ship management company the technical management of all the Company’s vessels, except the M/T Wonder Maia and
the M/T Wonder Altair, for which Castor Ships has
provided the technical management since September 29, 2025 and February 8, 2026, respectively. Castor Ships pays, at its own expense, the third-party technical management company a fee for the services it has subcontracted to such company without any additional
cost to Toro.
During the six months ended June 30, 2025 and 2026, Castor Ships charged and collected the following fees and commissions: (i) management fees
amounting to $919,989 and $819,900 , respectively, (ii)
charter hire commissions amounting to $289,644 and $397,959 ,
respectively and (iii) capital raising commission of $150,000 for the six months ended June 30, 2026, related to the $15.0 million drawdown on April 2, 2026 under the Company’s revolving credit facility (Note 9).
During the six months ended June 30, 2025 and 2026, the Flat Management Fee (as defined in the 2025 Annual Report) amounted to $1,648,570 and $1,691,764 , respectively, and
is included in ‘General and administrative expenses’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.
The Master Management Agreement also provides for advance funding equal to two months of vessel daily operating costs to be deposited with Castor Ships as a working capital guarantee, refundable in case a vessel is no longer under Castor Ships’
management. As of June 30, 2026, the working capital guarantee advances to Castor Ships amounted to $1,341,549 which are presented
in ‘Due from related party, non-current’ in the accompanying unaudited condensed consolidated balance sheets. As of June 30, 2026, the amount of $6,672,662
of ‘Due from related party, current’, represents advances for operating expenses made by the Company to the third-party managers and Castor Ships and advances of expected scheduled dry-docking repairs.
| (b) |
Former Parent Company:
|
Details of the Company’s transactions with the Former Parent Company are discussed in Note 4(b) to the consolidated financial statements for the year
ended December 31, 2025, included in the Company’s 2025 Annual Report.
In connection with the Spin-Off as discussed in Note 1, on March 7, 2023, Toro issued 140,000 1.00 % Series A Preferred
Shares to Castor having a stated amount of $1,000 per share and a par value of $0.001 per share (Note 11). During the six months ended June 30, 2026, the Company paid to Castor a dividend amounting to $700,000 and the amount of accrued dividend on Series A Preferred Shares due to Castor as of June 30, 2026 was $299,444 and is presented in ‘Due to related party, current’ in the accompanying unaudited condensed consolidated balance sheet.
For the six months ended June 30, 2025 and 2026, the Company received a dividend on the Series D preferred shares of Castor, amounting to $2.1 million and $2.5 million,
respectively and is presented in ‘Dividend income from related parties’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income. As of December 31, 2025 and June 30, 2026, the aggregate value of the
investment in Castor amounted to $101,069,444 1,069,444
On December 11, 2024, Toro entered into a facility agreement with Castor to provide a $100.0 1,771,836 and $0 and is presented in ‘Interest income from related party’ in the accompanying unaudited interim condensed consolidated statements of
comprehensive income.
The above transactions and their terms were approved by the Board of Directors of Toro and Castor at the
recommendation of their respective special committees of disinterested and independent directors.
| (c) |
Equity incentive plan:
|
As of June 30, 2026, the Company maintains an Equity Incentive Plan and 2025 Equity Incentive
Plan (as discussed in Note 14) under which the Company’s board of directors has made and may make awards of certain securities of the Company or cash to directors, officers and employees of the Company and/or its subsidiaries and
affiliates and consultants and service providers to (including persons who are employed by or provide services to any entity that is itself a consultant or service provider to) the Company and its subsidiaries and affiliates.
F-10
TORO CORP.
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 stock-based compensation cost for the non-vested shares under the Equity Incentive Plan and
2025 Equity Incentive Plan for the six months ended June 30, 2025 and 2026, amounted to $1,769,877 and $3,257,648 , respectively, and is included in ‘General and administrative expenses’ in the accompanying unaudited interim condensed consolidated
statements of comprehensive income.
| (d) |
Robin Energy Ltd.
|
As discussed in Note 1, as part of the Robin Spin-Off, Toro received 2,000,000 Series A preferred shares of Robin, having a stated amount of $25
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). For further details regarding the Series A preferred shares as part of the Robin Spin-Off, please refer to the consolidated financial statements and related notes included in the 2025 Annual Report.
As of June 30, 2026, the aggregate value of investments in Robin amounted to $26,049,125 , including $106,944
of accrued dividends, and is included as ‘Investments in related parties’ in the accompanying unaudited consolidated balance sheet. As of June 30, 2026, the Company did not identify any indications of impairment or any observable prices
for identical or similar investments of the same issuer.
Furthermore, Toro is entitled to receive cumulative cash dividends, at the annual rate of 1.00 % on the stated amount of $25
per share, of the 2,000,000 Series A preferred shares, receivable quarterly in arrears on the 15th day of January, April, July
and October in each year, subject to Robin’s Board of Directors approval. For the six months ended June 30, 2025 and 2026, the Company received a dividend on the Series A preferred shares of Robin, amounting to $1,389 and $250,000 ,
respectively and is presented in ‘Dividend income from related parties’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income. During the six- month period ended June 30, 2025 and 2026, dividend
income derived from the Company’s investment in Robin amounted to $106,944 and $250,000 respectively and is presented in ‘Dividend income from related parties’ in the accompanying unaudited interim condensed consolidated statements of
comprehensive income.
| 5. |
Deferred Charges, net:
|
The movement in deferred charges, net, which represents deferred dry-docking costs, in the accompanying unaudited condensed
consolidated balance sheets is as follows:
|
|
Dry-docking costs
|
|||
|
Balance December 31, 2025
|
$
|
|
||
|
Amortization
|
(
|
)
|
||
|
Balance June 30, 2026
|
$
|
|
||
F-11
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 6. |
Vessels, net:
|
| (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, 2025
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
Improvements, and other vessel costs
|
|
—
|
|
|||||||||
|
Depreciation
|
—
|
(
|
)
|
(
|
)
|
|||||||
|
Balance June 30, 2026
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
| 7. |
Investment in equity securities:
|
The amounts of the Company's investment in equity securities in the accompanying unaudited condensed consolidated balance sheets are presented in
the table below:
|
December 31,
2025
|
June 30,
2026
|
|||||||
|
Investment in equity securities with readily determinable fair values (a)
|
$ |
$
|
|
|||||
|
Investment in equity securities without readily determinable fair
values (b)
|
$ |
$
|
|
|||||
| (a) |
Investment in equity securities with readily determinable fair values
|
A summary of the movement in equity securities with readily determinable
fair values for the six months ended June 30, 2026 is presented in the table below:
|
Equity securities
with readily
determinable
fair values
|
||||
|
Balance December 31, 2025
|
$
|
|
||
|
Proceeds from sale of equity securities
|
( |
) | ||
|
Realized loss on equity securities revalued at fair value at end of the period
|
(
|
)
|
||
|
Unrealized foreign exchange loss
|
(
|
)
|
||
|
Balance June 30, 2026
|
$
|
|
||
During the six months ended June 30, 2026, the Company did no t
receive any dividends from its investments in equity securities with readily determinable fair values.
|
(b)
|
Investment in equity securities without readily determinable fair values
|
During the six months ended June 30, 2026, there was no movement in equity securities without readily determinable fair values and the Company received no dividends from these investments. The investment in equity securities without readily determinable fair values amounting to $5,647,853 is presented in ‘Investment in equity securities, non-current’ in the accompanying unaudited condensed consolidated balance sheet.
As of June 30, 2026, the Company did not identify any impairment or any observable prices for identical or similar investments of the same issuer.
F-12
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 8. |
Investment in debt securities:
|
On February 16, 2026, the Company entered an investment in
foreign-currency-denominated debt securities amounting to $588,135 . On May 4, 2026, the Company received proceeds of $586,085 from the contractual redemption of this investment.
On July 17, 2025, the Company entered a four-year investment in debt securities amounting to $2,910,000 .
Interest income is earned on a semi-annual basis on the 20th day of January and July in each year starting from January 20, 2026.
On May 27, 2026, the Company entered a four-year investment in debt securities amounting to $606,250 .
Interest income is earned on a semi-annual basis on the 27th day of May and November in each year starting from November 27, 2026.
The Company’s held to maturity investments are comprised of
corporate bonds with maturity of more than twelve months.The maturity schedule of the outstanding investments in debt securities as of June 30, 2026, is as follows:
|
Maturity date
|
Carrying amount
|
|||
|
Due within 1 year
|
$
|
|
||
|
Due in 1-5 years
|
|
|||
|
Due in 5-10 years
|
||||
|
Total
|
$ | |||
As of December 31, 2025 and June 30, 2026, the investment in
debt securities amounting to $2,918,353 and $3,534,605 ,
respectively, is presented in ‘Investment in debt securities’ in the accompanying consolidated balance sheet. No allowance for credit
losses was warranted on investments as of June 30, 2026.
| 9. |
Long-Term Debt:
|
|
a.
|
$
|
On March 30, 2026, four
of the Company’s wholly owned MR tanker vessels and LPG carriers ship-owning subsidiaries, owning the M/T Wonder Altair, M/T Wonder Maia, LPG Dream Arrax and LPG Dream Vermax, entered into an up to $60.0 million revolving credit facility (the “Facility”) with a European financial institution. The Company drew down $15.0 million on April 2, 2026, which was repaid on June 30, 2026. The Facility has a term of five years from the first drawdown date, bears an interest rate of Term SOFR plus a margin per annum on amounts drawn, and its availability reduces by twenty (20 ) quarterly consecutive reduction installments as follows: (i) $1,420,000 in respect of the 1 st to the 19 th such installment and (ii) in respect of the 20 th and last such installment, $33,020,000 (comprising
a payment in the amount of $1,420,000 and a balloon payment in the amount of $31,600,000 ).
The Facility is secured by a first priority mortgage over the vessels owned by the borrowers and is guaranteed by the Company.
The borrowers are required to maintain an aggregate minimum liquidity of $1.0 million in their pledged deposit accounts and maintain and
gradually fund certain dry-dock reserve accounts to ensure the payment of any costs incurred in relation to the next dry-docking of each mortgaged vessel. The Company as guarantor is also required to maintain a security cover ratio of at least 125 % until maturity. The Facility’s net proceeds will be used for general corporate purposes. As of June 30, 2026, unamortized deferred financing fees
associated with the Facility amounted to $677,776 , of which $145,952 and $531,824 were presented as “Deferred finance fees, current” and “Deferred finance fees,
non-current,” respectively, in the accompanying unaudited condensed consolidated balance sheet. As of June 30, 2026, there were no amounts
outstanding and the Company had an aggregate amount of $58.6 million available to be drawn down under the Facility.
F-13
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 10. |
Equity Capital Structure:
|
Under Toro’s initial Articles of Incorporation dated July 29, 2022, Toro’s authorized capital stock consisted
of 1,000 shares par value $0.001
per share. On March 2, 2023, the Company’s articles of incorporation were amended and restated and Toro’s authorized capital stock was increased to 3,900,000,000
common shares, par value $0.001 per share and 100,000,000 preferred shares, par value $0.001
per share. 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, 2026, please refer to Note 9 to the consolidated financial statements for the year ended
December 31, 2025, included in the Company’s 2025 Annual Report.
On December 5, 2025 , the Company declared a special dividend of $1.75 per common share, consisting of either cash or common shares. The dividend was paid on January 16, 2026
to shareholders of record as of December 16, 2025 . Based on shareholder elections, the dividend was paid in the form of $9.3 million in cash and 7,378,575
shares of the Company’s common stock. The number of common shares included for the common share dividend election was calculated based on the 20 -day
volume weighted average of the trading prices of the Company’s common shares on Nasdaq through December 4, 2025, or $3.8386 per
share.
On April 22, 2026 ,
the Company declared a special dividend of $0.90 per common share, consisting of either cash or common shares. The dividend was
paid on June 5, 2026 , to shareholders of record as of May 4, 2026 . Based on shareholder elections, the dividend was paid in the form of $3.8 million in cash and 5,707,246 shares of the Company’s common stock. The number of common
shares issued for the common share dividend election was calculated based on the 20 -day volume-weighted average trading price of
the Company’s common shares on Nasdaq through April 21, 2026, or $3.8821 per share.
As of June 30, 2026, Toro had 34,559,330 2,980,000 restricted common shares issued pursuant to the Equity Incentive Plan (as
defined and discussed in Note 14).
|
11.
|
Mezzanine equity:
|
Series A Preferred Shares
The Company issued as part of the Spin-Off to Castor 140,000 Series A Preferred Shares with par value of $0.001
and a stated value of $1,000 each. Details of the Company’s Series A Preferred Shares are discussed in Note 10 to the Company’s
consolidated financial statements for the year ended December 31, 2025, included in the 2025 Annual Report.
The Company uses an effective interest rate of 3.71 % over the expected life of the preferred stock (being nine years )
which is the expected earliest redemption date. This is consistent with the interest method, taking into account the discount between the issuance price and liquidation preference and the stated dividends, including “step-up” amounts. The
amount accreted during the six months ended June 30, 2026, was $1,628,891 and is presented as ‘Deemed dividend on Series A
Preferred Shares’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.
As of June 30, 2026, the net value of Mezzanine Equity amounted to $127,438,124 , including the amount of $1,628,891 of deemed dividend on the
Series A Preferred Shares in the six months ended June 30, 2026, and is presented as ‘Mezzanine Equity’ in the accompanying unaudited condensed consolidated balance sheet. During the six months ended June 30, 2026, the Company paid to Castor a
dividend amounting to $700,000 on the Series A Preferred Shares for the period from October 15, 2025 to April 14, 2026. The accrued
amount for the period from April 15, 2026 to June 30, 2026 (included in the dividend period ended July 14, 2026) amounted to $299,444
(Notes 4(b) and 19(c)).
F-14
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 12. |
Financial Instruments and Fair Value Disclosures
|
As of June 30, 2026, the principal financial assets of the Company consist of cash at banks, restricted cash, accounts
receivable trade, investment in equity and debt securities and investment in related
parties, Castor and Robin, and amounts due from related party. As of June 30, 2026, the principal financial liabilities of the Company consist of accounts payable, accrued liabilities and amounts due to related party.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
|
|
•
|
Cash, cash equivalents and restricted cash, accounts receivable trade, amounts due from/to related party/(ies), accrued liabilities and accounts payable: The carrying values reported in the unaudited condensed consolidated balance sheets
for those financial instruments are reasonable estimates of their fair values due to their short-term maturities. Cash, cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short
term maturities.
|
|
|
•
|
Investment in related parties: Investment in related parties is initially measured at the transaction
price and subsequently assessed for the existence of any observable market for the Series D preferred shares of Castor and Series A preferred shares of Robin, 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 of June 30, 2026.
|
|
|
•
|
Investment in equity securities: The carrying value reported in the
accompanying unaudited condensed consolidated balance sheet for investment in equity securities with readily determinable fair values represents its fair value and is considered a Level 1 item of the fair value hierarchy as it is
determined through quoted prices in an active market. Investment in equity securities without a readily determinable fair value is initially measured at the transaction price and subsequently assessed for the existence of any
observable market 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 of June 30, 2026.
|
|
|
•
|
Investment in debt securities: The carrying value reported in the accompanying consolidated balance sheet for investment in debt securities is at amortized cost. The fair value of the investment in debt securities,
is determined through Level 1 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements, as it is determined through quoted prices in an active market.
|
The estimated fair value of the Company’s investment in debt securities at June 30, 2026 is as follows:
|
Carrying amount
|
Fair value
|
|||||||
|
Investment in debt securities
|
$
|
|
$
|
|
||||
Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash, cash equivalents and restricted cash, due from
related party 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.
F-15
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 13. |
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, pool operators, 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 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. As of the date of these unaudited interim condensed consolidated financial statements, management was not aware of any such claims or contingent liabilities that should be disclosed or
for which a provision should be established in the accompanying 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, 2026. Non-cancelable time charter contracts include fixed-rate time charters.
|
Twelve-month period ending June 30,
|
Amount
|
|||
|
2027
|
$
|
|
||
|
Total
|
$
|
|
|
|
| 14. |
Equity Incentive Plan:
|
For further details regarding the Equity Incentive Plan and
2025 Equity Incentive Plan , please refer to Note 13 of the Company’s consolidated financial statements for the year ended December 31, 2025, included in the 2025 Annual Report.
As of
June 30, 2026, the Company maintains an Equity Incentive Plan and 2025 Equity Incentive Plan under which the Company’s board of directors has made and may make awards of certain securities of the Company or cash to directors, officers and employees
(including any prospective director, officer or employee) of the Company and/or its subsidiaries and affiliates and consultants and service providers to (including persons who are employed by or provide services to any entity that is itself a
consultant or service provider) the Company and its subsidiaries and affiliates. As of June 30, 2026, the Company had 600,000 remaining
restricted shares available for awards under the 2025 Equity Incentive Plan.
The
stock-based compensation cost for the non-vested shares under the Equity Incentive Plan and 2025 Equity Incentive Plan for the six months ended June 30, 2025 and 2026 amounted to $1,769,877 and $3,257,648 , respectively, and is included in ‘General and
administrative expenses’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.
F-16
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 14. |
Equity Incentive Plan: (continued)
|
A summary
of the status of the Company’s non-vested restricted shares as of June 30, 2026, and the movement during the six months ended June 30, 2026, is presented below:
|
Number of
restricted shares
|
Weighted average grant
date fair value per
non-vested share
|
|||||||
|
Non-vested, December 31, 2025
|
|
$ |
|
|||||
|
Vested
|
(
|
)
|
$ |
|
||||
|
Non-vested, June 30, 2026
|
|
|
||||||
For the six months ended June 30, 2026, 260,000 restricted common shares vested. The remaining unrecognized compensation cost relating to the shares granted amounted to $5,483,193 as of June 30, 2026, is expected to be recognized over the remaining period of two years , according to the contractual terms of those non-vested share awards.
|
15.
|
Earnings/(Loss) Per Common Share:
|
The computation of earnings/(loss) per share is based on the weighted average number of common shares outstanding during
that period.
The Company calculates earnings/(loss) per common share by dividing net income/(loss) available to common shareholders by
the weighted average number of common shares outstanding during the relevant period.
The Company calculates basic earnings/(loss) per share in conformity with the two-class method required for companies with
participating securities. The calculation of basic earnings/(loss) per share does not consider the non-vested shares as outstanding until the time-based vesting restrictions have lapsed.
Diluted earnings/(loss) 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 purpose of calculating diluted earnings/(loss) per common share, the weighted average number of
diluted shares outstanding includes (i) the conversion of outstanding Series A Preferred Shares (Note 11) calculated with the “if converted” method by using the average closing market price over the reporting periods and (ii) the incremental
shares assumed to be issued, determined under the two-class method weighted for the periods the non-vested shares were outstanding, if the two-class method was more dilutive than the treasury stock method. If there is a loss from continuing operations, diluted earnings per
common share (EPS) would be computed in the same manner as basic EPS is computed, even if the entity has net income after adjusting for discontinued operations. Thus, the inclusion of the potential common shares from the conversion of
outstanding Series A Preferred Shares and the incremental shares assumed to be issued, determined under the two-class or treasury stock method weighted for the periods the non-vested shares were outstanding, in diluted EPS from continuing
operations would have an anti-dilutive effect. Therefore, basic EPS and diluted EPS are the same for continuing operations, discontinued operations and net income. The components of the calculation of basic and diluted earnings/(loss)
per common share in each of the periods comprising the accompanying unaudited interim condensed consolidated statements of comprehensive income are as follows:
F-17
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
|
15.
|
Earnings/(Loss) Per Common Share: (continued)
|
|
Six months ended
June 30,
|
Six months ended
June 30,
|
|||||||
|
2025
|
2026
|
|||||||
|
Net income and comprehensive income from continuing operations
|
$ | $ | ||||||
|
Net income/(loss) and comprehensive income/(loss) from discontinued operations
|
( |
) | ||||||
|
Net income and comprehensive income
|
$
|
|
$ | |||||
|
Dividend on Series A Preferred Shares
|
(
|
)
|
(
|
)
|
||||
|
Deemed dividend on Series A Preferred Shares
|
(
|
)
|
(
|
)
|
||||
|
Undistributed and distributed earnings to non-vested participating securities
|
( |
) | ( |
) | ||||
|
Net income/(loss) attributable to common shareholders, basic
|
$
|
|
$
|
(
|
)
|
|||
|
Undistributed earnings to non-vested participating securities
|
— | |||||||
|
Undistributed earnings reallocated to non-vested participating securities
|
( |
) | — | |||||
|
Dividend on Series A Preferred Shares
|
— | |||||||
|
Deemed dividend on Series A Preferred Shares
|
— | |||||||
|
Net income/(loss) attributable to common shareholders, diluted
|
$ | $ | ( |
) | ||||
|
Weighted average number of common shares outstanding, basic
|
|
|
||||||
|
Effect of dilutive shares
|
|
|
||||||
|
Weighted average number of common shares outstanding, diluted
|
|
|
||||||
|
Earnings/(loss) per common share, basic, continuing operations
|
$
|
|
$
|
(
|
)
|
|||
|
Earnings/(loss) per common share, diluted, continuing operations
|
$
|
|
$
|
(
|
)
|
|||
|
Earnings/(loss) per common share, basic, discontinued operations
|
$ | $ | ( |
) | ||||
|
Earnings/(loss) per common share, diluted, discontinued operations
|
$ | $ | ( |
) | ||||
|
Earnings/(loss) per common share, basic, total
|
$ | $ | ( |
) | ||||
|
Earnings/(loss) per common share, diluted, total
|
$ | $ | ( |
) | ||||
F-18
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 16. |
Vessel Revenues:
|
The following table includes the vessel revenues earned by the Company by type of contract in each of six-month periods
ended June 30, 2025, and June 30, 2026, as presented in the accompanying unaudited interim condensed consolidated statements of comprehensive income:
|
|
Six months ended
June 30,
|
Six months ended
June 30,
|
||||||
|
2025
|
2026
|
|||||||
|
Time charter revenues
|
|
|
||||||
|
Pool revenues
|
|
|
||||||
|
Total Vessel Revenues
|
$
|
|
$
|
|
||||
The Company generates its revenues from time charters for the six-month period ended June 30, 2026.
The Company typically enters into time charters ranging from one month to twelve months , and,
in isolated cases, for 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’s protective restrictions set forth in the agreed
charterparty’s terms. Time charter agreements may have extension options that range over certain time periods, which are usually periods of months. 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 carry only lawful
and non-hazardous cargo.
|
17.
|
Vessel Operating 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,
|
||||||
|
Voyage expenses
|
2025
|
2026
|
||||||
|
Brokerage commissions
|
|
|
||||||
|
Brokerage commissions - related party
|
|
|
||||||
|
Port & other expenses
|
|
|
||||||
|
Bunkers consumption
|
|
|
||||||
|
Total Voyage expenses
|
$
|
|
$
|
|
||||
|
|
Six months ended
June 30,
|
Six months ended
June 30,
|
||||||
|
Vessel Operating Expenses
|
2025 |
2026
|
||||||
|
Crew & crew related costs
|
|
|
||||||
|
Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling
|
|
|
||||||
|
Lubricants
|
|
|
||||||
|
Insurance
|
|
|
||||||
|
Tonnage taxes
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total Vessel operating expenses
|
$
|
|
$
|
|
||||
F-19
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
| 18. |
Segment Information:
|
For further details regarding segment
information, please refer to the consolidated financial statements and related notes included in the 2025 Annual Report.
The reportable segments reflect the internal organization of the Company and the way the chief operating decision maker (“CODM”), who is the Chief Executive Officer of the
Company, reviews the operating results and allocates capital within the Company. The CODM assesses segment performance using key financial measures, including revenues, operating expenses, segment operating income and net income. These metrics help the CODM assess segment profitability,
optimize fleet deployment, control costs and determine capital allocation. Based on these segment performance trends, the CODM makes resource allocation decisions such as adjusting chartering strategies, prioritizing fleet expansion or
disposals, and optimizing cost efficiencies to enhance profitability and overall segment performance.
The table below presents information about the Company’s reportable segments for the six months ended June 30, 2025, and
2026. 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 consolidated financial statements.
| Six months ended June 30, 2025 | Six months ended June 30, 2026 | |||||||||||||||||||||||||||
|
|
Eco
tanker
segment(1)
|
LPG carrier
segment
|
Total
|
Eco
tanker
segment
|
Non-Eco
tanker
segment
|
LPG carrier
segment
|
Total
|
|||||||||||||||||||||
|
Time charter revenues
|
$
|
|
$ |
$
|
|
$
|
|
$ | $ |
$
|
|
|||||||||||||||||
|
Pool revenues
|
|
|
|
|
||||||||||||||||||||||||
|
Total vessel revenues
|
$
|
|
$ |
$
|
|
$
|
|
$ | $ |
$
|
|
|||||||||||||||||
|
Voyage expenses (including charges from related party)
|
(
|
)
|
( |
) |
(
|
)
|
(
|
)
|
( |
) | ( |
) |
(
|
)
|
||||||||||||||
|
Vessel operating expenses
|
(
|
)
|
( |
) |
(
|
)
|
(
|
)
|
( |
) | ( |
) |
(
|
)
|
||||||||||||||
|
Management fees to related party
|
(
|
)
|
( |
) |
(
|
)
|
(
|
)
|
( |
) | ( |
) |
(
|
)
|
||||||||||||||
|
Depreciation and amortization
|
(
|
)
|
( |
) |
(
|
)
|
(
|
)
|
( |
) | ( |
) |
(
|
)
|
||||||||||||||
|
Segments operating income
|
$
|
|
$ |
$
|
|
$
|
|
$ | $ |
$
|
|
|||||||||||||||||
|
Interest and finance costs
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||
|
Interest income
|
|
|
||||||||||||||||||||||||||
|
Interest income from
related party
|
||||||||||||||||||||||||||||
|
Dividend income from related parties
|
||||||||||||||||||||||||||||
|
Foreign exchange gains/(losses)
|
( |
) | ||||||||||||||||||||||||||
|
Dividend income on equity securities
|
||||||||||||||||||||||||||||
|
Gain/(loss) on equity
securities
|
( |
) | ||||||||||||||||||||||||||
|
Less: Unallocated corporate general and administrative expenses (including related party)
|
( |
) | ( |
) | ||||||||||||||||||||||||
|
Net income and comprehensive income from continuing operations
|
$ | $ | ||||||||||||||||||||||||||
|
Net income/(loss) and comprehensive income from discontinued
operations
|
$ | $ | ( |
) | ||||||||||||||||||||||||
|
Net income and comprehensive income
|
$ | $ | ||||||||||||||||||||||||||
| (1) |
|
F-20
TORO CORP.
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, 2025,
and June 30, 2026, is as follows:
|
As of
December 31,
2025
|
As of
June 30,
2026
|
|||||||
|
Eco tanker segment
|
|
|
||||||
|
Non-Eco tanker segment
|
||||||||
| LPG carrier segment |
||||||||
|
Cash and cash equivalents(1)
|
|
|
||||||
|
Prepaid expenses and other assets(1)
|
|
|
||||||
|
Total assets from continuing operations
|
$ | $ | ||||||
|
Total assets from discontinued operations
|
$ | $ | ||||||
|
Total consolidated assets
|
$
|
|
$
|
|
||||
| (1) |
|
| 19. |
Subsequent Events:
|
| (a) |
Dividend from Castor Series D Preferred Shares: On July 15,
2026, the Company received from Castor a dividend from the Series D preferred shares of Castor, amounting to $
|
| (b) |
Dividend from Robin Series A Preferred Shares: On July 15, 2026, the
Company received from Robin a dividend from the Series A preferred shares of Robin, amounting to $
|
| (c) |
Dividend on Series A Preferred Shares: On
|
| (d) |
Revolving Credit Facility: On September 9, 2026, the Company served to the lenders a voluntary
cancellation notice, cancelling $
|
| (e) |
Acquisition of a 2018-built MR (MR2 class) tanker vessel: On September 6, 2026, the Company,
through a wholly owned subsidiary, entered into agreement with an unaffiliated third-party to acquire a 2018-built MR (MR2 class) tanker vessel, the M/T Wonder Alasia, for a purchase
price of $
|
| (f) |
Spin-Off of LPG Carrier Business: On October 8, 2026, the Company completed the spin-off of its LPG carrier business
comprising
|
| (g) |
Acquisition of a 2014-built MR (MR2 class) tanker vessel: On September 17, 2026, the Company, through a wholly owned subsidiary, entered into an agreement with an unaffiliated third-party to acquire a 2014-built MR (MR2 class) tanker vessel, the M/T Wonder Atria (currently operating under its
previous name with IMO No. 9686716), for a purchase price of $
|
| (h) |
New Revolving Credit Facility: On September 30, 2026, one of the Company’s wholly owned MR tanker vessel
ship-owning subsidiaries entered into an up to $
|
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of the financial condition and results of operations of Toro Corp. (“Toro”) for the six-month periods ended June 30, 2025, and June 30, 2026. Unless
otherwise specified herein, references to the “Company”, “we”, “our” and “us” or similar terms shall include Toro and its wholly owned subsidiaries. You should read the following discussion and analysis together with the unaudited interim
condensed consolidated financial statements and related notes included elsewhere in this report. Amounts relating to percentage variations in period-on-period comparisons shown in this section are derived from those unaudited interim condensed
consolidated financial statements. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. These forward-looking statements are dependent upon events, risks and
uncertainties that may be outside our control which could cause actual results, cash flows, financial positions, events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking
statements. For a more complete discussion of these risks and uncertainties, please read the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2025 (the “2025 Annual Report”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on April
15, 2026. For additional information relating to our management’s discussion and analysis of financial conditions and results of operations, please see our 2025 Annual Report. Unless otherwise defined herein, capitalized terms and expressions
used herein shall have the same meanings ascribed to them in the 2025 Annual Report.
On October 8, 2026, we completed the pro rata distribution of
all outstanding AI OKTO CORP. (“AI OKTO”) common shares in connection with the spin-off of our LPG carrier business. Shareholders entitled to the distribution received one AI OKTO common share for every eight Toro common shares, held on the
record date of October 1, 2026. As a result, beginning in the fourth quarter of 2026, our business will comprise of two reportable segments, the Eco tanker segment and the Non-Eco tanker segment. For more information, please see “Spin-Off
of LPG Carrier Business” in the Note 19(f) to
our unaudited interim condensed consolidated financial statements and as included elsewhere in this discussion of the financial condition and results of operations of Toro for the six-month periods ended June 30, 2025, and June 30, 2026.
Business Overview and Fleet Information
We are an independent, growth-oriented shipping company that was incorporated under the laws of the Republic of the Marshall Islands in
July 2022 by Castor Maritime Inc. (“Castor”) to serve as the holding company of Castor’s former tanker owning subsidiaries and Elektra Shipping Co. (formerly owning the M/T Wonder Arcturus) in connection
with the spin-off of Castor’s tanker business into an independent, publicly traded company (the “Spin-Off”). The Spin-Off was completed on March 7, 2023, on which date we began to trade as an independent publicly listed company. For further
information regarding the Spin-Off, refer to the 2025 Annual Report.
We acquire, own, charter and operate oceangoing tanker vessels. We currently own, charter and operate four MR tanker vessels, with an
aggregate cargo carrying capacity of 0.2 million dwt and an average age of 9.4 years (together, our “Fleet”) and provide worldwide seaborne transportation services for refined petroleum products.
As of October 9, 2026, we operated a fleet of four vessels engaged in the worldwide transportation of refined petroleum
products, consisting of four MR (MR2 class) tankers. As a result of the different characteristics of the transport of refined petroleum products (carried by MR tanker vessels) and LPG (carried by LPG carriers), as well as differences in the
nature of trade, trading routes, charterers and cargo handling of LPG and refined petroleum products, and considering the tanker vessels’ eco-design technical characteristics we have determined that during
the six months ended June 30, 2026, we operated in three reportable segments: (i) the Eco tanker segment (comprised of M/T Wonder Altair), (ii) the Non-Eco tanker segment (comprised of M/T Wonder Maia) and (iii) the LPG carrier segment (comprised of LPG Dream Arrax and LPG Dream Vermax), each on a
continuing operations basis. Following completion of the sale of the M/T Wonder Sirius on January 24, 2024, the Company no longer has any Aframax/LR2
vessels and the results of operations and cash flows of the Aframax/LR2 tanker segment, as well as their assets and liabilities, are reported as discontinued operations for all periods presented. For information on our discontinued operations,
see Note 3 to the unaudited interim condensed consolidated financial statements. On April 14, 2025, we completed the previously announced contribution of the subsidiaries
then constituting our Handysize tanker segment to our then wholly owned subsidiary, Robin Energy Ltd. (“Robin”), in exchange for various issuances of stock by Robin and the distribution of all common shares of Robin on a pro rata basis to our
common shareholders (such transactions collectively, the “Robin Spin-Off”). We retain an interest in Robin through our ownership of shares of Series A Convertible Preferred Stock of Robin (the “Robin
Series A Preferred Shares”), with an aggregate liquidation preference of $50,000,000.
1
Our Fleet is currently contracted to operate in a mix of pool and time charters. Our commercial strategy primarily focuses on deploying our
Fleet under a mix of pools, voyage charters and time charters according to our assessment of market conditions. We adjust the mix of these charters to take advantage of the relatively stable cash flows and high utilization rates for our vessels
associated with period time charters, to profit from attractive trip charter rates during periods of strong charter market conditions associated with voyage charters or to take advantage of high utilization rates for our vessels along with exposure
to attractive charter rates during periods of strong charter market conditions when employing our vessels in pools.
With effect from July 1, 2022, and as of June 30, 2026, Castor Ships S.A. (“Castor Ships”), a related
party, provides ship management and chartering services to the vessels, either directly or through subcontracting agreements with unrelated third-party managers.
The following table summarizes key information about our Fleet as of October 9, 2026:
Fleet vessels:
|
Vessel
Name
|
Capacity
(dwt)
|
Year
Built
|
Country of
Construction
|
Type of
Charter
|
Gross Charter
Rate
|
Estimated
Earliest Charter
Expiration
|
Estimated
Latest Charter
Expiration
|
|||||||
|
Eco Tanker Segment
|
||||||||||||||
|
M/T Wonder Altair
|
50,303
|
2021
|
China
|
Time Charter Period
|
$20,600 per day
|
December 2026
|
March 2027
|
|||||||
|
M/T Wonder Alasia(1)
|
49,874
|
2018
|
Japan
|
Time Charter Period
|
$29,500 per day
|
August 2027
|
November 2027
|
|||||||
|
Non-Eco Tanker Segment
|
||||||||||||||
|
M/T Wonder Maia
|
50,880
|
2014
|
South Korea
|
Time Charter Period
|
$34,000 per day
|
April 2027
|
June 2027
|
|||||||
|
M/T Wonder Atria
|
49,990
|
2014
|
South Korea
|
Tanker Pool(2)
|
N/A
|
N/A
|
N/A
|
| (1) |
On September 6, 2026, we, through a wholly owned subsidiary, entered into an agreement to acquire the M/T Wonder Alasia, for a purchase price of $45.9 million. The M/T Wonder Alasia was delivered to the Company on
September 17, 2026.
|
| (2) |
On September 17, 2026, we, through a wholly owned subsidiary, entered into an agreement to acquire the M/T Wonder Atria (currently operating under its previous name with IMO No. 9686716), for a purchase price of $37.5 million. The vessel is currently participating in an
unaffiliated tanker pool specializing in the employment of MR tanker vessels.
|
2
Spin-Off of LPG Carrier Business
On October 8, 2026, we completed the spin-off of our LPG carrier segment comprising two LPG carriers, the LPG Dream Arrax and the LPG Dream Vermax, $45.0 million of cash and settlement of certain
liabilities and other obligations between the Company and AI OKTO as provided by the Contribution and Spin-Off Distribution Agreement between the Company and AI OKTO (the “AI OKTO Spin-Off”). In connection with the AI OKTO Spin-Off, we distributed all of the outstanding common shares of AI OKTO to our shareholders on a pro rata basis, with our common shareholders receiving one common share of AI OKTO for every eight of
our common shares held as of October 1, 2026. AI OKTO’s common shares have been approved for listing on the Nasdaq Capital Market under the symbol “AIOK”. We retain an interest in AI OKTO through the ownership of 5,000,000 shares of
1.00% Series A Convertible Preferred Stock, with a stated amount of $5.00 per share, of AI OKTO. AI OKTO filed a registration statement on Form 20-F, which was
declared effective by the SEC on September 29, 2026 and contains a more detailed description of the terms of the AI OKTO Spin-Off.
Recent Developments
Please refer to Note 19 to our unaudited interim condensed consolidated financial statements for developments that took place after June 30, 2026.
Operating Results
Principal factors impacting our business, results of operations and financial condition
Our results of operations are affected by numerous factors. The principal factors that have impacted the business during the fiscal periods presented in the following
discussion and analysis and that are likely to continue to impact our business are the following:
| • |
The levels of demand and supply of seaborne cargoes and vessel tonnage in the shipping industries in which we operate;
|
| • |
The cyclical nature of the shipping industry in general and its impact on charter and freight rates and vessel values;
|
| • |
The successful implementation of our business strategy, including the ability to obtain equity and debt financing at acceptable and attractive terms to fund future capital expenditures and/or to implement
this business strategy and the size and composition of our Fleet resulting from our vessel acquisitions and disposals;
|
| • |
The global economic growth outlook and trends;
|
| • |
Economic, regulatory, political and governmental conditions that affect shipping and the tanker industries, including international conflict or war (or threatened war), such as between Russia and Ukraine,
tensions in the Middle East, including the war involving Iran, the U.S. and Israel, instability in Venezuela, acts of piracy or maritime aggression, such as recent maritime incidents involving vessels in and around the Red Sea, the
Persian Gulf and the imposition of tariffs and other protectionist measures, such as port fees, imposed or threatened by the United States, China and other countries;
|
| • |
The employment and operation of our Fleet including the utilization rates of our vessels;
|
| • |
The ability to successfully employ our vessels at economically attractive rates and the strategic decisions regarding the employment mix of our Fleet in the voyage, time charter and pool markets, as our
charters expire or are otherwise terminated;
|
| • |
Management of the operational, financial, general and administrative elements involved in the conduct of our business and ownership of our Fleet, including the effective and efficient management of our
Fleet by our manager and its sub-managers, and their suppliers;
|
| • |
The number of charterers who use our services and the performance of their obligations under their agreements, including their ability to make timely payments to us;
|
3
| • |
The ability to maintain solid working relationships with our existing charterers and our ability to increase the number of our charterers and pool operators through the development of new working
relationships;
|
| • |
| • |
Dry-docking and special survey costs and duration, both expected and unexpected;
|
| • |
Our borrowing levels and the finance costs related to any outstanding debt we may incur, including under our revolving credit facilities, as well as our compliance with debt covenants in any such financing
arrangements;
|
| • |
Management of our financial resources, including banking relationships and of the relationships with our various stakeholders;
|
| • |
Major outbreaks of diseases and governmental responses thereto;
|
| • |
The level of any distribution on all classes of our shares;
|
|
•
|
The effects of the AI OKTO Spin-Off, which was completed on October 8, 2026; and
|
| • |
The risks associated with Castor’s, Robin’s and AI OKTO’s respective businesses as a result of our investment in the shares of Series D Preferred stock of Castor, Robin and AI OKTO Series A Preferred
Shares.
|
These factors are volatile and in certain cases may not be within our control. Accordingly, past performance is not necessarily indicative of future
performance, and it is difficult to predict future performance with any degree of certainty. See also “Item 3. Key Information—D. Risk Factors” in our 2025 Annual Report.
Employment and operation of our Fleet
A significant factor that impacts our profitability, in addition to the size and composition of our Fleet, is the employment and operation of our Fleet. The profitable
employment of our Fleet is highly dependent on the levels of demand and supply in the shipping segments in which we operate, our commercial strategy including the decisions regarding the employment mix of our Fleet among time and voyage charters
and pool arrangements, as well as our manager’s and sub-manager’s ability to leverage our relationships with existing or potential customers. As a recent entrant to the tankers’ business, our customer base is currently concentrated to a small
number of charterers. The breadth of our customer base has historically had an impact on the profitability of our business and in the six months ended June 30, 2026, 100% of our revenues were earned on time charters entered into with seven
different charterers. Further, the effective operation of our Fleet mainly requires regular maintenance and repair, effective crew selection and training, ongoing supply of our Fleet with the spares and the stores that it requires, contingency
response planning, auditing of our vessels’ onboard safety procedures, arrangements for our vessels’ insurance, chartering of the vessels, training of onboard and on shore personnel with respect to the vessels’ security and security response
plans (ISPS), obtaining of ISM certifications, compliance with environmental regulations and standards and performing the necessary audit for the vessels within the year of taking over a vessel and the ongoing performance monitoring of the
vessels.
Financial, general and administrative management
The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires us to manage our financial
resources, which includes managing banking relationships, administrating our bank accounts, managing our accounting system, records and financial reporting, monitoring and ensuring compliance with the legal and regulatory requirements affecting
our business and assets and managing our relationships with our service providers and customers.
4
Important Measures and Definitions for Analyzing Results of Operations
Our management uses the following metrics to evaluate our operating results, including our operating results at the segment level, and to allocate capital accordingly:
Total vessel revenues. Total vessel revenues are generated from voyage charters, time charters and pool arrangements.
Total vessel revenues are affected by the number of vessels in our Fleet, hire and freight rates and the number of days a vessel operates which, in turn, are affected by several factors, including the amount of time that we spend positioning our
vessels, the amount of time that our vessels spend in dry-dock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, and levels of supply and demand in the seaborne transportation market. Total
vessel revenues are also affected by our commercial strategy related to the employment mix of our Fleet between vessels on time charters, vessels operating on voyage charters and vessels in pools.
We measure revenues in each segment for three separate activities: (i) time charter revenues, (ii) voyage charter revenues, and (iii) pool revenues.
Voyage expenses. Our voyage expenses primarily consist of bunker expenses, port and canal expenses, costs of European
Union Allowances (“EUAs”) and brokerage commissions paid in connection with the chartering of our vessels. Voyage expenses are incurred primarily during voyage charters or when the vessel is repositioning or unemployed. Bunker expenses, port and
canal dues increase in periods during which vessels are employed on voyage charters because these expenses are in this case borne by us. Under a time charter, the charterer pays substantially all the vessel voyage related expenses. Under pooling
arrangements, voyage expenses are borne by the pool operator. Gain/loss on bunkers may also arise where the cost of the bunker fuel sold to the new charterer is greater or less than the cost of the bunker fuel acquired.
Operating expenses. We are responsible for vessel operating costs, which include crewing, expenses for repairs and
maintenance, the cost of insurance, tonnage taxes, the cost of spares and consumable stores, lubricating oils costs, communication expenses and other expenses. Expenses for repairs and maintenance tend to fluctuate from period to period because
most repairs and maintenance typically occur during periodic dry-docking. Our ability to control our vessels’ operating expenses also affects our financial results. Daily vessel operating expenses are calculated by dividing Fleet operating expenses
by the Ownership Days for the relevant period.
Management fees. Management fees include fees paid to related party providing certain ship management services to our
Fleet pursuant to ship management agreements with Castor Ships.
Off-hire. Off-hire is the period our Fleet is unable to perform the services for which it is required under a charter for
reasons such as scheduled repairs, vessel upgrades, dry-dockings or special or intermediate surveys or other unforeseen events.
Dry-docking/Special Surveys. We periodically dry-dock and/or perform special surveys on our Fleet for inspection, repairs
and maintenance and any modifications to comply with industry certification or governmental requirements. Our ability to control our dry-docking and special survey expenses and our ability to complete our scheduled dry-dockings and/or special
surveys on time also affects our financial results. Dry-docking and special survey costs are accounted for under the deferral method whereby the actual costs incurred are deferred and are amortized on a straight-line basis over the period through
the date the next survey is scheduled to become due.
Ownership Days. Ownership Days are the total number of calendar days in a period during which we owned a vessel.
Ownership Days are an indicator of the size of our Fleet over a period and determine both the level of revenues and expenses recorded during that specific period.
Available Days. 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. The shipping industry uses Available Days to measure the aggregate number of days in a period during which vessels are available to generate revenues. Our
calculation of Available Days may not be comparable to that reported by other companies.
5
Operating Days. Operating Days are the Available Days in a period after subtracting unscheduled off-hire and idle days.
Fleet Utilization. Fleet Utilization is calculated by dividing the Operating Days during a period by the number of
Available Days during that period. Fleet Utilization is used to measure a company’s ability to efficiently find suitable employment for its vessels and minimize the number of days that its vessels are off-hire for reasons such as unscheduled
repairs and other unforeseen events.
Time Charter Equivalent (“TCE”) revenues. See Appendix A for a description of the TCE revenues.
Daily TCE Rate. See Appendix A for a description of the Daily TCE Rate.
6
Results of Operations
Consolidated Results of Operations
Six months ended June 30, 2026, as compared to the six months ended June 30, 2025
|
Six months ended
June 30, 2025
|
Six months ended
June 30, 2026
|
Change – amount
|
||||||||||
|
Total vessel revenues
|
$
|
9,596,953
|
$
|
12,913,332
|
$
|
3,316,379
|
||||||
|
Expenses:
|
||||||||||||
|
Voyage expenses (including commissions to related party)
|
(626,994
|
)
|
(1,081,589
|
)
|
(454,595
|
)
|
||||||
|
Vessel operating expenses
|
(4,548,328
|
)
|
(4,716,588
|
)
|
(168,260
|
)
|
||||||
|
Management fees to related party
|
(919,989
|
)
|
(819,900
|
)
|
100,089
|
|||||||
|
Depreciation and amortization
|
(2,306,700
|
)
|
(2,892,182
|
)
|
(585,482
|
)
|
||||||
|
General and administrative expenses (including costs from related party)
|
(3,955,945
|
)
|
(5,961,232
|
)
|
(2,005,287
|
)
|
||||||
| |
||||||||||||
|
Operating loss
|
$
|
(2,761,003
|
)
|
$
|
(2,558,159
|
)
|
202,844
|
|||||
|
Interest and finance costs, net(1)
|
2,988,954
|
916,773
|
(2,072,181
|
)
|
||||||||
|
Foreign exchange gains/(losses)
|
35,744
|
(18,519
|
)
|
(54,263
|
)
|
|||||||
|
Dividend income from related party
|
2,620,833
|
2,750,000
|
129,167
|
|||||||||
|
Dividend income on equity securities
|
4,623
|
—
|
(4,623
|
)
|
||||||||
|
Gain/(loss) on equity securities
|
22,163
|
(2,774
|
)
|
(24,937
|
)
|
|||||||
|
Net income and comprehensive income from continuing operations
|
$
|
2,911,314
|
$
|
1,087,321
|
$
|
(1,823,993
|
)
|
|||||
|
Net income/(loss) and comprehensive income/(loss) from discontinued operations
|
$
|
100,766
|
$
|
(2,479
|
)
|
$
|
(103,245
|
)
|
||||
|
Net income and comprehensive income
|
$
|
3,012,080
|
$
|
1,084,842
|
$
|
(1,927,238
|
)
|
|||||
| (1) |
Includes interest and finance costs, net of interest income, if any.
|
7
Total Vessel Revenues
Total vessel revenues increased to $12.9 million in the six months ended June 30, 2026, from $9.6 million in the same period in 2025. This increase of
$3.3 million was mainly associated with (i) the increase in the prevailing charter rates of our MR2 tanker vessels and our LPG carrier vessels and (ii) the change in the composition of our
Fleet, partially offset by the decrease in the Available Days of our Fleet to 724 days in the six months ended June 30, 2026, from 781 days in the corresponding period in 2025. During the six months ended June 30, 2026,
our Fleet earned on average a Daily TCE Rate of $16,342, compared to an average Daily TCE Rate of $11,485 earned during the same period in 2025. Daily TCE Rate is not a recognized metric under U.S. GAAP. Please refer to Appendix A for the
definition and reconciliation of this metric to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
Voyage Expenses
Voyage expenses for our Fleet increased to $1.1 million in the six months ended June 30, 2026, from $0.6 million in the same period in 2025. This increase of $0.5 million was mainly associated with (i) an increase of $0.3 million in port and other expenses due to the higher costs of EUAs in the six months ended June 30, 2026, as compared to the same period in
2025 and (ii) an increase of $0.1 million in brokerage commissions due to higher prevailing charter rates in the six months ended June 30, 2026, as compared to the same period in 2025.
Vessel Operating Expenses
The increase in vessel operating expenses by $0.2 million, to $4.7 million in the six months ended June 30, 2026, from $4.5 million in the same period in 2025, mainly reflects the
increase in the daily vessel operating expenses of the vessels in our Fleet to $6,515 in the six months ended June 30, 2026, from $5,500 in the same period in 2025, mainly due to the change in the mix of our Fleet following the addition of the MR
tanker vessels which incur higher daily vessel operating expenses than the LPG carrier vessels due to their size. This increase was partially offset by the decrease in the Ownership Days of our Fleet to 724 days in the six months ended June 30,
2026, from 827 days in the corresponding period in 2025.
Management Fees
Management fees decreased to $0.8 million in the six months ended June 30, 2026, from $0.9 million in the same period in 2025. This decrease mainly reflects the decrease in the
Ownership Days of our Fleet, partially offset by higher management fees, which increased from $1,071 per vessel per day to $1,100 per vessel per day effective July 1, 2025, as a result of adjustments for inflation in accordance with the terms of
the master management agreement, between the Company, the Company’s ship-owning subsidiaries and Castor Ships, effective from July 1, 2022.
Depreciation and Amortization
Depreciation expenses for our Fleet increased to $2.7 million in the six months ended June 30, 2026, from $2.0 million in the same period in 2025 as a result of higher depreciation
expenses of M/T Wonder Altair and M/T Wonder Maia, offset by the decrease in the Ownership Days of our Fleet in the six months ended June 30, 2026, as compared to
the same period in 2025. Dry-dock amortization charges decreased to $0.2 million in the six months ended June 30, 2026, from $0.3 million in the same period in 2025. For the six months ended June 30, 2026, the dry-dock amortization charges are
related to LPG Dream Arrax and LPG Dream Vermax, which completed their scheduled dry-dock in the second and third quarter of 2025, respectively. For the six months
ended June 30, 2025, the dry-dock amortization charges are related to M/T Wonder Mimosa until the Robin Spin-Off on April 14, 2025 and LPG Dream Arrax and LPG Dream Terrax which completed their scheduled dry-dock in the end of second quarter of 2025, respectively.
8
General and Administrative Expenses
General and administrative expenses in the six months ended June 30, 2026, amounted to $6.0 million, whereas, in the same period in 2025, general and administrative expenses totaled
$4.0 million. This increase is mainly associated with the stock-based compensation cost for unvested shares granted under our Equity Incentive Plan amounting to $3.3 million and $1.8 million for the six months ended June 30, 2026 and 2025,
respectively.
Interest and finance costs, net
Interest and finance costs, net, amounted to $(0.9) million in the six months ended June 30, 2026, whereas in the same period of 2025, interest and finance costs, net amounted to
$(3.0) million. This variation is mainly due to (i) the decrease in interest income from related party during the six months ended June 30, 2026, as compared with the same period of 2025,
due to the $100.0 million senior term loan facility to Castor entered into on December 11, 2024 and fully repaid on May 5, 2025, and (ii) the increase in interest expense in relation to our revolving credit facility in the six months ended June 30,
2026, as compared with the same period of 2025, for which the Company had no outstanding loan agreement.
Net income/(loss) from discontinued operations
Net income/(loss) from discontinued operations decreased to $(0.002) million in the six months ended June 30, 2026, from $0.1 million in the same period in 2025. For further details
regarding the amounts recorded in respect of discontinued operations in the six months ended June 30, 2025 and 2026, please refer to Note 3 to our unaudited interim condensed consolidated financial statements.
Six months ended June 30, 2026, as compared to the six months ended June 30, 2025 — Eco Tanker Segment
|
Six months ended
June 30, 2025
|
Six months ended
June 30, 2026
|
Change – amount
|
||||||||||
|
Total vessel revenues
|
$
|
2,068,779
|
$
|
3,870,923
|
$
|
1,802,144
|
||||||
|
Expenses:
|
||||||||||||
|
Voyage expenses (including commissions to related party)
|
(266,641
|
)
|
(435,512
|
)
|
(168,871
|
)
|
||||||
|
Vessel operating expenses
|
(696,733
|
)
|
(1,403,230
|
)
|
(706,497
|
)
|
||||||
|
Management fees to related party
|
(144,585
|
)
|
(214,600
|
)
|
(70,015
|
)
|
||||||
|
Depreciation and amortization
|
(415,178
|
)
|
(791,501
|
)
|
(376,323
|
)
|
||||||
|
Segment operating income
|
$
|
545,642
|
$
|
1,026,080
|
$
|
480,438
|
||||||
Total Vessel Revenues
Total vessel revenues for our Eco tanker segment increased to $3.9 million in the six months ended June 30, 2026, from $2.1
million in the same period in 2025. This increase of $1.8 million was driven by the (i) increase in the Available Days of our Eco-tanker vessel in our Fleet to 181 days in the six months ended June 30, 2026, from 103 days in the corresponding
period in 2025, reflecting the M/T Wonder Altair, delivered on July 11, 2025, being owned for the full period in 2026, compared with the M/T Wonder Mimosa, owned until the Robin Spin-Off on April 14, 2025, and the (ii) increase in the prevailing charter rates of our Eco tanker vessel. During the
six months ended June 30, 2026, our Eco tanker fleet earned on average a Daily TCE Rate of $18,980, compared to an average Daily TCE Rate of $17,496 earned by the M/T
Wonder Mimosa (included in the Eco tanker segment as successor to the former Handysize segment until its contribution to Robin on April 14, 2025) during the same period in 2025. Daily TCE Rate is not a recognized metric under U.S. GAAP.
Please refer to Appendix A for the definition and reconciliation of this metric to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
9
Voyage Expenses
Voyage Expenses increased to $0.4 million for our Eco-tanker segment in the six months ended June 30, 2026, from $0.3 million in the same period in 2025, as a result of the increase
in Available Days in the six months ended June 30, 2026, compared to the same period in 2025.
Vessel Operating Expenses
The increase in operating expenses for our Eco-tanker segment by $0.7 million to $1.4 million in the six months ended June 30, 2026, from $0.7 million in the corresponding period of
2025, mainly reflects the increase of the Ownership Days of our Eco-tanker fleet to 181 days in the six months ended June 30, 2026, from 103 days in the corresponding period in 2025.
Management Fees
Management fees for our Eco-tanker segment increased to $0.2 million in the six months ended June 30, 2026, from $0.1 million in the same period in 2025, as a result of the increase
of the Ownership Days of our Eco-tanker fleet and the increased management fees following the inflation-based adjustments in management fees discussed in more detail under “—Consolidated Results of
Operations—Management Fees.”
Depreciation and Amortization
Depreciation expenses for our Eco-tanker segment increased to $0.8 million in the six months ended June 30, 2026, from $0.2 million in the same period in 2025, as a result of the
increase in the Ownership Days of our Eco-tanker fleet. Dry-dock amortization charges amounted to $0 for the six months ended June 30, 2026, and $0.3 million in the corresponding period of 2025. Dry-dock amortization charges in the six months ended
June 30, 2025, amounted to $0.3 million, related to the amortization of the M/T Wonder Mimosa until the Robin Spin-Off on April 14, 2025, which initiated and
completed its scheduled dry-dock and special survey in the second and third quarters of 2024, respectively.
Six months ended June 30, 2026 — Non-Eco Tanker Segment
We entered the Non-Eco tanker segment in the third quarter of 2025 and, accordingly, no comparative financial information exists for the six
months ended June 30, 2025.
|
Six months ended
June 30, 2026
|
||||
|
Total vessel revenues
|
$
|
4,836,972
|
||
|
Expenses:
|
||||
|
Voyage expenses (including commissions to related party)
|
(435,788
|
)
|
||
|
Vessel operating expenses
|
(1,439,613
|
)
|
||
|
Management fees to related party
|
(207,100
|
)
|
||
|
Depreciation and amortization
|
(950,816
|
)
|
||
|
Segment operating income
|
$
|
1,803,655
|
||
10
Total Vessel Revenues
Total vessel revenues for our Non-Eco tanker segment amounted to $4.8 million in the six months ended June 30, 2026 since the delivery of the vessel M/T Wonder Maia on September 29, 2025. During the six months ended June 30, 2026, we owned on average 1.0 Non-Eco tanker vessels that earned a Daily TCE Rate of $24,316. Daily TCE Rate is not a recognized metric under U.S. GAAP.
Please refer to Appendix A for the definition and reconciliation of this metric to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. During the period in which we owned the
vessel, we were engaged in time charter.
Voyage Expenses
Voyage expenses for our Non-Eco tanker segment amounted to $0.4 million in the six months ended June 30, 2026, mainly comprised of EUAs cost and brokerage commissions.
Vessel Operating Expenses
Operating expenses for our Non-Eco tanker segment amounted to $1.4 million in the six months ended June 30, 2026, and mainly comprised crew costs and spares, repairs and maintenance costs.
Management Fees
Management fees for our Non-Eco tanker segment amounted to $0.2 million in the six months ended June 30, 2026.
Depreciation and Amortization
Depreciation expenses amounted to $1.0 million in the six months ended June 30, 2026, and exclusively relate to depreciation charge of the vessel M/T
Wonder Maia.
Six months ended June 30, 2026, as compared to the six months ended June 30, 2025 — LPG Carrier Segment
|
Six months ended
June 30, 2025
|
Six months ended
June 30, 2026
|
Change – amount
|
||||||||||
|
Total vessel revenues
|
$
|
7,528,174
|
$
|
4,205,437
|
$
|
(3,322,737
|
)
|
|||||
|
Expenses:
|
||||||||||||
|
Voyage expenses (including commissions to related party)
|
(360,353
|
)
|
(210,289
|
)
|
150,064
|
|||||||
|
Vessel operating expenses
|
(3,851,595
|
)
|
(1,873,745
|
)
|
1,977,850
|
|||||||
|
Management fees to related party
|
(775,404
|
)
|
(398,200
|
)
|
377,204
|
|||||||
|
Depreciation and amortization
|
(1,891,522
|
)
|
(1,149,865
|
)
|
741,657
|
|||||||
|
Segment operating income
|
$
|
649,300
|
$
|
573,338
|
$
|
(75,962
|
)
|
|||||
Total Vessel Revenues
Total vessel revenues for our LPG carrier segment amounted to $4.2 million in the six months ended June 30, 2026, as compared to $7.5 million in the same period of
2025. This decrease of $3.3 million is mainly due to the decrease in the Available Days of our LPG carrier vessels in our Fleet to 362 days in the six months ended June 30, 2026, from 678 days in the corresponding period in 2025, as the result of
the sale of the (i) LPG Dream Syrax on September 3, 2025, and (ii) LPG Dream Terrax on September 25, 2025. During the six months ended June 30, 2026, our LPG Carrier fleet earned on average a Daily TCE Rate of $11,036, compared to an
average Daily TCE Rate of $10,572 earned during the same period in 2025. Daily TCE Rate is not a recognized metric under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this metric to Total vessel revenues, the most
directly comparable financial measure calculated and presented in accordance with U.S. GAAP. During the six months ended June 30, 2026, our LPG carriers were engaged in time charters.
11
Voyage Expenses
Voyage expenses for our LPG carrier segment amounted to $0.2 million and $0.4 million, respectively, in the six months ended June 30, 2026 and the same period of 2025. This decrease
of $0.2 million is mainly associated with the decrease in Available Days in the six months ended June 30, 2026, as compared to the same period in 2025.
Vessel Operating Expenses
The decrease in vessel operating expenses by $2.0 million for our LPG carrier segment, to $1.9 million in the six months ended June 30, 2026, from $3.9 million in 2025, mainly
reflects the decrease in the Ownership Days of our LPG carrier vessels to 362 days in the six months ended June 30, 2026, from 724 days in the same period in 2025.
Management Fees
The decrease in management fees by $0.4 million for our LPG carrier segment, to $0.4 million in the six months ended June 30, 2026, from $0.8 million in the same period in 2025,
mainly reflects the decrease in the Ownership Days of our LPG carrier vessels, partially offset by the increase in management fees due to the inflation-based adjustments discussed in more detail under “—Consolidated
Results of Operations—Management Fees.”
Depreciation and Amortization
Depreciation expenses for our LPG carrier segment decreased to $0.9 million in the six months ended June 30, 2026, from $1.8 million in the same period in 2025, as a result of the
decrease in the Ownership Days of our LPG carrier vessels. The $0.16 million increase in dry-dock amortization charges for our LPG carrier segment, to $0.2 million in the six months ended June 30, 2026, from $0.04 million in 2025, mainly reflects
the increase in dry-dock amortization days to 362 days in the six months ended June 30, 2026, from 198 dry-dock amortization days in the six months ended June 30, 2025.
Liquidity and Capital Resources
We operate in a capital-intensive industry, and we expect to finance the purchase of additional vessels and other capital expenditures through a combination of cash
from operations, borrowings from debt transactions, and proceeds from equity offerings, to the extent available and permitted. Our current liquidity requirements relate to funding capital expenditures and working capital (which includes
maintaining the quality of our vessels and complying with international shipping standards and environmental laws and regulations). In accordance with our business strategy, other liquidity needs may relate to funding potential investments in new
vessels, financing new projects and maintaining cash reserves against fluctuations in operating cash flows. Our funding and treasury activities are intended to maximize investment returns while maintaining
appropriate liquidity.
On March 30, 2026, we entered into a revolving credit facility agreement with a leading European financial institution for an amount of up to $60.0 million (the “Facility”) (refer
to Note 9 to our unaudited interim condensed consolidated financial statements). On April 2, 2026, we drew down $15.0 million under the Facility, which was fully repaid on June 30, 2026. Accordingly, no amounts were outstanding under the Facility
as of June 30, 2026.
For the six months ended June 30, 2026, our principal sources of funds were cash from operations.
As of June 30, 2026, and December 31, 2025, we had cash, cash equivalents and restricted cash of $80.2 million and $87.4 million, respectively. Cash, cash equivalents and restricted
cash are primarily held in U.S. dollars.
Working capital is equal to current assets minus current liabilities. As of June 30, 2026 and December 31, 2025, we had a working capital surplus of $83.2 million and $54.4 million,
respectively.
12
We believe that our current sources of funds and those that we anticipate to internally generate over the short-term period will be
sufficient to meet our known short-term and long-term liquidity needs, including funding the operations of our business and meeting our normal working capital requirements for that period and our acquisitions of two MR tanker vessels in September
2026 of the 2018-built M/T Wonder Alasia and 2014-built M/T Wonder Atria,
respectively, as described below.
On September 6, 2026, we entered into an agreement with an unaffiliated third party to acquire a 2018-built MR tanker vessel, the M/T Wonder Alasia, for a total purchase price of $45.9 million. The vessel was delivered to us on September 17, 2026. On September 17, 2026, we entered into an
agreement with an unaffiliated third party to acquire a 2014-built MR tanker vessel, the M/T Wonder Atria, for a total purchase price of $37.5 million. The
vessel was delivered to us on September 18, 2026. The vessels’ acquisitions were funded with cash on hand.
Our medium- and long-term liquidity requirements relate to the funding of cash dividends on our Series A Preferred Shares, when
declared, the expenditures for the operation and maintenance of our vessels and the servicing of our indebtedness, including interest and scheduled availability reductions under the Facility and repayments under the New Facility. Sources of
funding for our medium- and long-term liquidity requirements include cash flows from operations or new debt financing, if required.
Revolving Credit Facility
On September 9, 2026, we provided the lender with a voluntary cancellation notice, cancelling $8.58 million of the commitment under the Facility, reducing the
borrowing capacity available to the Company thereunder to $50.0 million. All security interests in the Company’s two formerly owned LPG carriers, the LPG Dream Arrax and the LPG Dream Vermax, mortgaged thereunder and obligations under the Facility of the Company’s subsidiaries owning such
vessels were released by the lenders in connection with such commitment cancellation. Additionally, the Facility was partially drawn down by $10.0 million on September 11, 2026, and by $38.8 million on October 1, 2026.
New Revolving Credit Facility
On September 30, 2026, we entered into an up to $22.5 million revolving credit facility (the “New Facility”) with a leading European financial institution, which was fully drawn down on October 1,
2026. The New Facility has a tenor of five years, bears interest at a rate of Term SOFR plus a margin, and is secured by, among others, a first priority mortgage over the M/T Wonder Alasia. The net proceeds
from the New Facility are intended to be used for general corporate purposes.
Cash Flows
The following table summarizes our net cash flows provided by/(used in) operating, investing and financing activities for the six months ended June 30, 2026 and the six months ended
June 30, 2025:
|
|
For the six
months
ended
|
For the six
months
ended
|
||||||
|
|
June 30,
2025
|
June 30,
2026
|
||||||
|
Net cash (used in)/provided by operating activities from continuing operations
|
$
|
(6,487,669
|
)
|
$
|
7,263,945
|
|||
|
Net cash provided by/(used in) investing activities from continuing operations
|
$
|
94,921,704
|
$
|
(430,382
|
)
|
|||
|
Net cash used in financing activities from continuing operations
|
$
|
(11,056,450
|
)
|
$
|
(14,456,578
|
)
|
||
|
Net cash provided by operating activities from discontinued operations
|
$
|
94,908
|
$
|
399,398
|
||||
|
Cash, cash equivalents and restricted cash at beginning of period
|
$
|
37,197,848
|
$
|
87,422,426
|
||||
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
114,670,341
|
$
|
80,198,809
|
||||
13
Operating Activities (from continuing operations): Net cash provided by operating activities amounted to $7.3
million for the six months ended June 30, 2026, consisting of net income of $1.1 million, non-cash adjustments related to depreciation and amortization of $2.9 million, a payment of dry-dock costs of $0.2 million, stock compensation cost of $3.3
million and a net decrease of $0.2 million in working capital. Net cash used in operating activities amounted to $6.5 million for the six months ended June 30, 2025, consisting of net income from continuing operations of $2.9 million,
non-cash adjustments related to depreciation and amortization of $2.3 million, a payment of dry-dock costs of $1.1 million, stock compensation cost of $1.8 million and a net increase of $12.3 million in working capital which mainly derived from (i)
an increase in accounts receivable by $0.7 million, (ii) an increase in prepaid expenses and other assets by $1.0 million, (iii) an increase in due from related party by $12.1 million, (iv) an increase in accounts payable by $0.9 million and (v) an
increase in accrued liabilities by $0.5 million.
Investing Activities (from continuing
operations): Net cash used in investing activities in the six months ended June 30, 2026 amounted to $0.4 million and mainly reflects the purchase of debt securities amounting to $1.2 million partially offset by $0.8 million of proceeds
from the sale of equity securities and the redemption of debt securities. Net cash provided by investing activities in the six months ended June 30, 2025 amounted to $94.9 million and mainly reflects the proceeds from the repayment of the term
loan we had extended to Castor, as offset by $5.4 million reflecting the advance deposit for the acquisition of the M/T Wonder Altair which was delivered
to the Company on July 11, 2025.
Financing Activities (from continuing operations): Net cash used in financing activities during the six months ended June 30, 2026 amounted
to $14.5 million and relates to (i) payment of special dividends amounting to an aggregate of $13.1 million in cash, (ii) payment to Castor of a dividend on our Series A Preferred Shares for the period from October 15, 2025 to April 14, 2026
amounting to $0.7 million and (iii) payment of deferred financing fees of $0.7 million in relation to our Facility. Net cash used in financing activities during the six months ended June 30, 2025 amounted to $11.1 million and relates to (i) the
capital contribution of $10.4 million made to Robin in connection to the Robin Spin-Off and (ii) payment to Castor of a dividend on our Series A Preferred Shares for the period from October 15, 2024 to April 14, 2025 amounting to $0.7 million.
Critical Accounting Estimates
Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a
significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. We prepare our financial statements in accordance with U.S. GAAP. On a regular basis,
management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined
with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For more details on our Critical Accounting Estimates, please read “Item 5. Operating and
Financial Review and Prospects—E. Critical Accounting Estimates” in our 2025 Annual Report. For a description of our significant accounting policies, please read Note 2 to our unaudited interim condensed consolidated financial statements,
“Item 18. Financial Statements” in our 2025 Annual Report and more precisely “Note 2. Summary of Significant Accounting Policies” of our consolidated financial
statements included in our 2025 Annual Report.
14
APPENDIX A
Non-GAAP Financial Information
Time Charter Equivalent revenues. The Time Charter Equivalent (“TCE”) revenues are a measure of the revenue performance of a vessel and is defined as the total
vessel revenues (time charter and/or pool revenues) less voyage expenses. The TCE revenues are not a measure of financial performance under U.S. GAAP (i.e., it is a non-GAAP measure) and should not be considered as an alternative to any measure of
financial performance presented in accordance with U.S. GAAP. Management believes that the TCE revenues provides meaningful information to our investors because it compares net earnings generated by our vessels irrespective of the mix of charter
types (e.g., time charter, pool arrangement or other) under which our vessels are employed between the periods; it further assists our management in making decisions regarding the deployment and use of our vessels and in evaluating our financial
performance. Our calculation of the TCE revenues may not be comparable to that reported by other companies. See below for a reconciliation of TCE revenues to Total vessel revenues, the most directly comparable U.S. GAAP measure.
Daily TCE Rate. The Daily Time Charter Equivalent Rate (“Daily TCE Rate”), is a metric of the average daily net revenue
performance of our vessels. The Daily TCE Rate is not a metric of financial performance under U.S. GAAP (i.e., it is a non-GAAP metric) and should not be considered as an alternative to any metric of financial performance presented in accordance
with U.S. GAAP. We calculate Daily TCE Rate by dividing TCE revenues by the number of Available Days during that period. Under a time charter, the charterer pays substantially all the vessel voyage related expenses. However, we may incur voyage
related expenses when positioning or repositioning vessels before or after the period of a time or other charter, during periods of commercial waiting time or while off-hire during dry-docking or due to other unforeseen circumstances. Under
voyage charters, the majority of voyage expenses are generally borne by us whereas for vessels in a pool, such expenses are borne by the pool operator. The Daily TCE Rate is a standard shipping industry performance metric used primarily to
compare period-to-period changes in a company’s performance and, management believes that the Daily TCE Rate provides meaningful information to our investors because it compares daily net earnings generated by our vessels irrespective of the mix
of charter types (e.g., time charter, voyage charter, pools) under which our vessels are employed between the periods while it further assists our management in making decisions regarding the deployment and use of our vessels and in evaluating
our financial performance. Our calculation of the Daily TCE Rates may be different from and may not be comparable to that reported by other companies. The following table reconciles the calculation of the TCE revenues and Daily TCE Rate for our
Fleet to Total vessel revenues, the most directly comparable U.S. GAAP financial measure, for the periods presented (amounts in U.S. dollars, except for Available Days):
Reconciliation of TCE revenues and Daily TCE Rate to Total vessel revenues — Consolidated (continuing operations)
|
|
Six months ended
June 30,
|
Six months ended
June 30,
|
||||||
|
|
2025
|
2026
|
||||||
|
Total vessel revenues
|
$
|
9,596,953
|
$
|
12,913,332
|
||||
|
Voyage expenses – including commissions to related party
|
(626,994
|
)
|
(1,081,589
|
)
|
||||
|
TCE revenues
|
$
|
8,969,959
|
$
|
11,831,743
|
||||
|
Available Days
|
781
|
724
|
||||||
|
Daily TCE Rate
|
$
|
11,485
|
$
|
16,342
|
||||
15
Reconciliation of TCE revenues and Daily TCE Rate to Total vessel revenues — Eco Tanker Segment
|
Six months ended
June 30,
|
Six months ended
June 30,
|
|||||||
|
|
2025
|
2026
|
||||||
|
Total vessel revenues
|
$
|
2,068,779
|
$
|
3,870,923
|
||||
|
Voyage expenses – including commissions to related party
|
(266,641
|
)
|
(435,512
|
)
|
||||
|
TCE revenues
|
$
|
1,802,138
|
$
|
3,435,411
|
||||
|
Available Days
|
103
|
181
|
||||||
|
Daily TCE Rate
|
$
|
17,496
|
$
|
18,980
|
||||
Reconciliation of TCE revenues and Daily TCE Rate to Total vessel revenues — Non-Eco Tanker Segment
|
Six months ended
June 30,
|
||||
|
|
2026
|
|||
|
Total vessel revenues
|
$
|
4,836,972
|
||
|
Voyage expenses – including commissions to related party
|
(435,788
|
)
|
||
|
TCE revenues
|
$
|
4,401,184
|
||
|
Available Days
|
181
|
|||
|
Daily TCE Rate
|
$
|
24,316
|
||
Reconciliation of TCE revenues and Daily TCE Rate to Total vessel revenues — LPG Carrier Segment
|
Six months ended
June 30,
|
Six months ended
June 30,
|
|||||||
|
|
2025
|
2026
|
||||||
|
Total vessel revenues
|
$
|
7,528,174
|
$
|
4,205,437
|
||||
|
Voyage expenses – including commissions to related party
|
(360,353
|
)
|
(210,289
|
)
|
||||
|
TCE revenues
|
$
|
7,167,821
|
$
|
3,995,148
|
||||
|
Available Days
|
678
|
362
|
||||||
|
Daily TCE Rate
|
$
|
10,572
|
$
|
11,036
|
||||
16