Toro Corp. (NASDAQ: TORO), (“Toro”, or the “Company”), an
international energy transportation services company, today
announced its results for the three months ended March 31, 2023.
Highlights of the First Quarter Ended
March 31, 2023:
- Total vessel revenues:
$31.2 million, as compared to $16.8 million for the three months
ended March 31, 2022, or a 85.7% increase;
- Net income: $22.0 million,
as compared to $1.2 million for the three months ended March 31,
2022, or a 1,733.3% increase;
- Earnings (basic) per common
share: $2.29 per share, as compared to $0.13 per share for the
three months ended March 31, 2022;
- EBITDA
(1): $24.1 million, as compared to $3.4
million for the three months ended March 31, 2022;
- Cash and restricted cash of
$67.9 million as of March 31, 2023, as compared to $42.5 million as
of December 31, 2022; and
- Our spin-off (the
“Spin-Off”) by Castor Maritime Inc. (“Castor”) was completed on
March 7, 2023 and our shares commenced trading on the Nasdaq
Capital Market on the same date.
(1) EBITDA is not a recognized measures under
United States generally accepted accounting principles (“U.S.
GAAP”). Please refer to Appendix B for the definition and
reconciliation of this measure to Net income, the most directly
comparable financial measure calculated and presented in accordance
with U.S. GAAP.
Management Commentary:
Mr. Petros Panagiotidis, Chief Executive Officer
of the Company commented:
“The first Quarter of 2023 marks the
commencement of Toro as an independent public company, with Castor
having completed the previously announced spin-off of its
Aframax/LR2 and Handysize segments on March 7, 2023.
We enjoyed a robust charter market in tankers
during the quarter, which allowed us to enjoy a record net
income.
After the end of the quarter, we successfully
raised new capital and then acquired four modern LPG vessels,
signifying our entry into the gas market, which we believe offers
promising prospects. Further, recently we announced the disposal of
three of our older Aframax/LR2 vessels at significant capital
gains, which we expect to book in the second quarter on completion
of the sales.
We will continue to seek opportunities to
profitably grow our business.”
Earnings Commentary:
First Quarter ended March 31, 2023, and
2022 Results
Total vessel revenues, net of charterer’s
commissions, increased to $31.2 million in the three months ended
March 31, 2023, from $16.8 million in the same period in 2022. This
increase was largely driven by the improved Aframax/LR2 and
Handysize tanker markets, as compared to the corresponding period
in 2022 as during the three-months ended March 31, 2023, our fleet
earned on average a Daily TCE Rate of $45,252, compared to an
average Daily TCE Rate of $11,838 earned during the same period in
2022. Daily TCE Rate is not a recognized measure under U.S. GAAP.
Please refer to Appendix B for the definition and reconciliation of
this measure to Total vessel revenues, the most directly comparable
financial measure calculated and presented in accordance with U.S.
GAAP.
Voyage expenses for our tanker fleet decreased
by $6.7 million to $0.5 million in the three months ended March 31,
2023, from $7.2 million in the same period of 2022. This decrease
in voyage expenses is mainly associated with the decrease in (i)
the Ownership Days of our tanker vessels, to 720 days in the three
months ended March 31, 2023 from 810 days in the same period in
2022 due to the sale of M/T Wonder Arcturus on July 15, 2022, and
(ii) expenses associated with our vessels’ commercial employment
arrangements as during the three months ended March 31, 2023, seven
of our eight vessels operated under pool agreements resulting in a
substantial decrease in bunker consumption cost and port expenses,
which were borne by our pool operators, as compared to the three
months ended March 31, 2022, where our Aframax/LR2 segment operated
predominantly under voyage charters.
The decrease in Vessel operating expenses by
$0.1 million to $5.1 million in the three months ended March 31,
2023, from $5.2 million in the same period in 2022, mainly reflects
the decrease in the Ownership Days of our fleet to 720 days in the
three months ended March 31, 2023, from 810 days in the
corresponding period in 2022, offset by an increase in the daily
vessel operating expenses to $7,106 in the three months ended March
31, 2023, from $6,465 in the same period in 2022, due to higher
than anticipated operating costs incurred by our technical
managers.
Depreciation expenses for our fleet decreased to
$1.6 million in the three months ended March 31, 2023, from $1.7
million in the same period in 2022 as a result of the decrease in
the Ownership Days of our fleet. Dry-dock and special survey
amortization charges amounted to $0.5 million for the three months
ended March 31, 2023, compared to a charge of $0.1 million in the
three months ended March 31, 2022. This variation in dry-dock
amortization charges primarily resulted from the increase in
dry-dock amortization days from 90 days in the three months ended
March 31, 2022, to 289 dry-dock amortization days in the three
months ended March 31, 2023.
General and administrative expenses in the three
months ended March 31, 2023, amounted to $1.0 million, whereas, in
the same period of 2022 general and administrative expenses totaled
$0.3 million. This increase is mainly associated with (i) incurred
legal and other corporate fees primarily related to the growth of
our company and (ii) the flat management fee for the period March
7,2023 through March 31, 2023, amounting to $0.2 million. For the
three months ended March 31, 2022, and for the period from January
1 through March 7, 2023 (completion of Spin-Off), General and
administrative expenses reflect the expense allocations made to the
Company by Castor based on the proportion of the number of
Ownership Days of our fleet vessels to the total Ownership Days of
Castor’s full fleet.
Management fees for our fleet in the three
months ended March 31, 2023, and March 31, 2022, amounted to $0.7
million. There was no material change in management fees as the
decrease in the total number of Ownership Days of our fleet for
which our managers charged us a daily management fee, was offset by
increased management fees following our entry into the Amended and
Restated Master Management Agreement with effect from July 1,
2022.
Interest and finance costs, net amounted to
$(0.1) million in the three months ended March 31, 2023, whereas,
in the same period of 2022, interest and finance costs, net
amounted to $0.2 million. This variation is mainly due to a
substantial increase in interest income for the three months ended
March 31, 2023 on our available cash, which more than offset an
increase in the weighted average interest rate charged on our
long-term debt from 3.4% in the three months ended March 31, 2022
to 7.2% in the same period of 2023.
Recent
Financial Developments
Commentary:
Equity update
On the completion of Spin-Off, on March 7, 2023,
to date, we issued (i) to Castor a total of 9,461,009 common
shares, par value $0.001 per share, which were then distributed by
Castor on a pro rata basis to its common shareholders, (ii) to
Castor 140,000 1.00% Series A fixed rate cumulative perpetual
convertible preferred shares having a stated amount of $1,000 per
share and a par value of $0.001 per share and (iii) to Pelagos
Holdings Corp, a company controlled by the our Chairman and Chief
Executive Officer, 40,000 Series B preferred shares of Toro, par
value $0.001 per share.
On April 12, 2023, we paid Castor a dividend on
the Series A Fixed rate Cumulative Perpetual Convertible Preferred
Shares, amounting to $0.2 million.
On April 17, 2023, we entered into a
subscription agreement with Pani Corp., a company controlled by our
Chairman and Chief Executive Officer, pursuant to which on April
19, 2023 we issued and sold, and Pani Corp. purchased, 8,500,000
common shares, par value $0.001 per share, at a purchase price of
$2.29 per share, for gross proceeds of $19.5 million.
As of May 22, 2023, we had 17,961,009 common
shares issued and outstanding.
Liquidity/ Financing/ Cash flow
update
Our consolidated cash position (including our
restricted cash) as of March 31, 2023 increased by $25.4 million to
$67.9 million, as compared with our cash position on December 31,
2022. During the period ended March 31, 2023, our cash position
increased mainly as a result of $28.6 million of net operating cash
flows provided partly offset by (i) $0.2 million of payments made
of initial vessel and BWTS installation expenses and (ii) $3.0
million of net cash used in financing activities used to reimburse
Spin-Off expenses incurred by Castor on our behalf, scheduled
principal repayments on our debt.
As of March 31, 2023, our total debt, gross of
unamortized deferred loan fees, was $12.6 million of which $2.7
million is repayable within one year, as compared to $13.3 million
of gross total debt as of December 31, 2022.
Recent
Business Developments
Commentary:
Completion of the Spin-Off
On March 7, 2023, Castor completed the
previously announced spin-off of its tanker fleet comprising one
Aframax, five Aframax/LR2 and two Handysize tankers. In the
Spin-Off distribution, Castor shareholders received one common
share of Toro for every ten Castor common shares held at the close
of business on February 22, 2023. Additional information about us
and the Spin-Off transaction can be found our Annual Report on Form
20-F filed with the Securities and Exchange Commission (the “SEC”)
on March 8, 2023, which is available at www.sec.gov.
Vessels’ acquisitions
On April 27, 2023, we entered into agreements
with an unaffiliated third party to acquire, through four wholly
owned subsidiaries, three 2015 Japanese-built 5,000 cbm LPG vessels
and one 2020 Japanese built 5,000 cbm LPG vessel. The aggregate
purchase price for the four LPG vessels is $70.7 million. The
acquisitions are expected to be consummated upon us taking delivery
of the vessels in the second and third quarters of this year.
Sale of vessels
On April 28, 2023, we entered into an agreement
with an unaffiliated third party for the sale of the M/T Wonder
Avior, at a price of $30.1 million. The vessel is expected to be
delivered to its new owner during the second quarter of 2023. We
expect to record during the second quarter of 2023 a net gain on
the sale of the M/T Wonder Avior of approximately $18.5 million,
excluding any transaction related costs.
On May 12, 2023 and May 18, 2023, we entered
into two separate agreements with an unaffiliated third party for
the sale of the M/T Wonder Bellatrix, at a price of $37 million and
the M/T Wonder Polaris, at a price of $34.5 million. Both vessels
are expected to be delivered to their new owner during the second
quarter of 2023. The Company expects to record during the second
quarter of 2023 a net gain on the sale of the M/T Wonder Bellatrix
of approximately $20.5 million, excluding any transaction related
costs and a net gain on the sale of the M/T Wonder Polaris of
approximately $22.4 million, excluding any transaction related
costs.
Fleet Employment Status (as of May 22,
2023)
During the three months ended March 31, 2023, we
operated on average 8.0 vessels earning a Daily TCE Rate(1) of
$45,252 as compared to an average of 9.0 vessels earning a Daily
TCE Rate(1) of $11,838 during the same period in 2022. Our
employment profile as of May 22, 2023 is presented immediately
below.
(1) Daily TCE Rate is not a recognized measure under U.S. GAAP.
Please refer to Appendix B for the definition and reconciliation of
this measure to Total vessel revenues, the most directly comparable
financial measure calculated and presented in accordance with U.S.
GAAP.
|
Aframax / LR2 Tankers |
|
Vessel Name |
Type |
DWT |
Year Built |
Country of Construction |
Type of Employment |
Daily Gross Charter Rate |
Estimated Redelivery Date |
|
Earliest |
Latest |
|
Wonder Polaris(5) |
Aframax / LR2 |
115,351 |
2005 |
Korea |
Tanker Pool(2) |
N/A |
N/A |
N/A |
|
Wonder Sirius |
Aframax / LR2 |
115,341 |
2005 |
Korea |
TC(1) period |
$40,000 |
Nov-23 |
Jun-24 |
|
Wonder Bellatrix(5) |
Aframax / LR2 |
115,341 |
2006 |
Korea |
Tanker Pool(2) |
N/A |
N/A |
N/A |
|
Wonder Musica |
Aframax / LR2 |
106,290 |
2004 |
Korea |
Tanker Pool(2) |
N/A |
N/A |
N/A |
|
Wonder Avior(4) |
Aframax / LR2 |
106,162 |
2004 |
Korea |
Tanker Pool(2) |
N/A |
N/A |
N/A |
|
Wonder Vega |
Aframax |
106,062 |
2005 |
Korea |
Tanker Pool(2) |
N/A |
N/A |
N/A |
|
|
|
Handysize Tankers |
|
Vessel Name |
Type |
DWT |
Year Built |
Country of Construction |
Type of Employment |
Daily Gross Charter Rate |
Estimated Redelivery Date |
|
Earliest |
Latest |
|
Wonder Mimosa |
Handysize |
36,718 |
2006 |
Korea |
Tanker Pool(3) |
N/A |
N/A |
N/A |
|
Wonder Formosa |
Handysize |
36,660 |
2006 |
Korea |
Tanker Pool(3) |
N/A |
N/A |
N/A |
| |
(1) |
TC stands for time charter. |
| |
(2) |
The vessel is currently participating in the V8 Plus Pool, a pool
operating Aframax tankers aged 15 years or more that is managed by
V8 Plus Management Pte. Ltd., a company in which our Chairman and
Chief Executive Officer, Petros Panagiotidis has a minority equity
interest. |
| |
(3) |
The vessel is currently participating in an unaffiliated tanker
pool specializing in the employment of Handysize tanker
vessels. |
| |
(4) |
On April 28, 2023, we entered into an agreement with a third party
for the sale of the M/T Wonder Avior, at a price of $30.1 million.
The vessel is expected to be delivered to its new owner during the
second quarter of 2023. We expect to record during the second
quarter of 2023 a net gain on the sale of the M/T Wonder Avior of
approximately $18.7 million, excluding any transaction related
costs. |
| |
(5) |
On May 12, 2023 and May 18, 2023, we entered into two separate
agreements with a third party for the sale of the M/T Wonder
Bellatrix, at a price of $37 million and M/T Wonder Polaris, at a
price of $34.5 million. Both vessels are expected to be delivered
to their new owner during the second quarter of 2023.The Company
expects to record during the second quarter of 2023 a net gain on
the sale of the M/T Wonder Bellatrix of approximately $20.5
million, excluding any transaction related costs and net gain on
the sale of the M/T Wonder Polaris of approximately $22.4 million,
excluding any transaction related costs. |
Financial Results Overview:
Set forth below are selected financial and
operational data of our fleet for each for each of the three months
ended March 31, 2023 and 2022, respectively:
| |
Three Months Ended |
|
|
(Expressed in U.S. dollars) |
|
March 31, 2023 (unaudited) |
|
|
March 31, 2022 (unaudited) |
|
|
Total vessel revenues |
$ |
31,154,154 |
|
$ |
16,830,448 |
|
|
Operating income |
$ |
22,044,658 |
|
$ |
1,568,477 |
|
|
Net income and comprehensive income |
$ |
21,959,213 |
|
$ |
1,233,131 |
|
|
EBITDA (1) |
$ |
24,090,304 |
|
$ |
3,377,496 |
|
|
Earnings (basic) per common share |
$ |
2.29 |
|
$ |
0.13 |
|
|
Earnings (diluted) per common share |
$ |
0.35 |
|
|
0.02 |
|
(1) EBITDA is not recognized
measure under U.S. GAAP. Please refer to Appendix B of this release
for the definition and reconciliation of this measure to Net
income, the most directly comparable financial measure calculated
and presented in accordance with U.S. GAAP.
Consolidated Fleet Selected Financial
and Operational Data:
Set forth below are selected financial and
operational data of our fleet for each of the three months ended
March 31, 2023 and 2022, respectively, that we believe are useful
in analyzing trends in our results of operations.
| |
|
Three Months EndedMarch 31, |
|
(Expressed in U.S. dollars except for operational
data) |
|
2023 |
|
|
2022 |
|
|
Ownership Days (1)(7) |
|
720 |
|
|
810 |
|
|
Available Days (2)(7) |
|
677 |
|
|
810 |
|
|
Operating Days (3)(7) |
|
673 |
|
|
803 |
|
|
Daily TCE Rate (4) |
$ |
45,252 |
|
$ |
11,838 |
|
|
Fleet Utilization (5) |
|
99% |
|
|
99% |
|
|
Daily vessel operating expenses (6) |
$ |
7,106 |
|
$ |
6,465 |
|
|
(1) |
Ownership Days are the total number of calendar days in a period
during which we owned a vessel. |
| (2) |
Available Days are the Ownership Days in a period less the
aggregate number of days our vessels are off-hire due to scheduled
repairs, dry-dockings or special or intermediate surveys. |
| (3) |
Operating Days are the Available Days in a period after subtracting
unscheduled off-hire and idle days. |
| (4) |
Daily TCE Rate is not a recognized measure under U.S. GAAP. Please
refer to Appendix B for the definition and reconciliation of this
measure to Total vessel revenues, the most directly comparable
financial measure calculated and presented in accordance with U.S.
GAAP. |
| (5) |
Fleet Utilization is calculated by dividing the Operating Days
during a period by the number of Available Days during that
period. |
| (6) |
Daily vessel operating expenses are calculated by dividing vessel
operating expenses for the relevant period by the Ownership Days
for such period. |
| (7) |
Our definitions of Ownership Days, Available Days, Operating Days,
Fleet Utilization may not be comparable to those reported by other
companies. |
APPENDIX A
TORO CORP.
Unaudited Condensed Consolidated
Statements of Comprehensive Income
(Expressed in U.S. Dollars—except for
number of share data)
| (In U.S. dollars except for
number of share data) |
|
Three Months EndedMarch 31, |
|
|
|
2023 |
|
|
2022 |
|
| REVENUES |
|
|
|
|
| Time charter revenues |
|
1,906,250 |
|
|
2,986,345 |
|
| Voyage charter revenues |
|
7,930 |
|
|
10,734,868 |
|
| Pool revenues |
|
29,239,974 |
|
|
3,109,235 |
|
| Total vessel
revenues |
$ |
31,154,154 |
|
$ |
16,830,448 |
|
| |
|
|
|
|
| EXPENSES |
|
|
|
|
| Voyage expenses (including
commissions to related party) |
|
(518,797 |
) |
|
(7,241,317 |
) |
| Vessel operating expenses |
|
(5,116,521 |
) |
|
(5,236,713 |
) |
| General and administrative
expenses (including related party fees) |
|
(983,264 |
) |
|
(286,444 |
|
| Management fees - related
parties |
|
(702,000 |
) |
|
(688,500 |
) |
| Depreciation and
amortization |
|
(2,055,646 |
) |
|
(1,808,997 |
) |
| Recovery of provision for
doubtful accounts |
|
266,732 |
|
|
— |
|
|
Operating income |
$ |
22,044,658 |
|
$ |
1,568,477 |
|
| Interest and finance costs,
net (including related party interest costs) (1) |
|
117,756 |
|
|
(183,607 |
) |
| Other expenses, net |
|
(10,000 |
) |
|
22 |
|
| Income taxes |
|
(193,201 |
) |
|
(151,761 |
) |
|
Net income and comprehensive income, net of
taxes |
$ |
21,959,213 |
|
$ |
1,233,131 |
|
| Dividend on Series A Preferred
Shares |
|
(97,222 |
) |
|
— |
|
| Deemed dividend on Series A
Preferred Shares |
|
(200,255 |
) |
|
— |
|
|
Net income attributable to common
shareholders |
$ |
21,661,736 |
|
|
1,233,131 |
|
|
Earnings per common share, basic |
$ |
2.29 |
|
$ |
0.13 |
|
| Earnings per common
share, diluted |
|
0.35 |
|
|
0.02 |
|
| Weighted average number of
common shares outstanding, basic and diluted: |
|
9,461,009 |
|
|
9,461,009 |
|
| Weighted average number of
common shares outstanding, diluted: |
|
61,898,567 |
|
|
61,898,567 |
|
TORO CORP. Unaudited Condensed
Consolidated Balance
Sheets(Expressed in U.S. Dollars—except for number
of share data)
|
|
|
March 31,2023 |
|
|
December 31,2022 |
| ASSETS |
|
|
|
|
|
| CURRENT
ASSETS: |
|
|
|
|
|
|
Cash and cash equivalents |
$ |
67,206,733 |
|
$ |
41,779,594 |
|
| Due from related parties |
|
1,314,394 |
|
|
558,327 |
|
| Other current assets |
|
10,570,359 |
|
|
12,425,386 |
|
|
Total current assets |
|
79,091,486 |
|
|
54,763,307 |
|
| |
|
|
|
|
|
| NON-CURRENT
ASSETS: |
|
|
|
|
|
| Vessels, net |
|
91,717,046 |
|
|
92,486,178 |
|
| Restricted cash |
|
700,000 |
|
|
700,000 |
|
| Due from related parties |
|
1,708,474 |
|
|
1,708,474 |
|
| Other non-currents assets |
|
5,262,069 |
|
|
7,821,144 |
|
| Total non-current
assets |
|
99,387,589 |
|
|
102,715,796 |
|
|
Total assets |
|
178,479,075 |
|
|
157,479,103 |
|
| |
|
|
|
|
|
| LIABILITIES, MEZZANINE
EQUITY AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
| CURRENT
LIABILITIES: |
|
|
|
|
|
| Current portion of long-term
debt, net |
|
2,617,485 |
|
|
2,606,302 |
|
| Other current liabilities |
|
6,197,883 |
|
|
3,912,749 |
|
|
Total current liabilities |
|
8,815,368 |
|
|
6,519,051 |
|
| NON-CURRENT
LIABILITIES: |
|
|
|
|
|
| Long-term debt, net |
|
9,802,459 |
|
|
10,463,172 |
|
| Total non-current
liabilities |
|
9,802,459 |
|
|
10,463,172 |
|
|
Total liabilities |
|
18,617,827 |
|
|
16,982,223 |
|
| |
|
|
|
|
|
| MEZZANINE
EQUITY: |
|
|
|
|
|
| 1.00% Series A fixed rate
cumulative perpetual convertible preferred shares: 0 and 140,000
shares issued and outstanding as of December 31, 2022, and March
31, 2023, respectively, aggregate liquidation preference of $0 and
$140,000,000 as of December 31, 2022 and March 31, 2023,
respectively. |
|
117,372,390 |
|
|
— |
|
|
Total mezzanine equity |
|
117,372,390 |
|
|
— |
|
| |
|
|
|
|
|
| SHAREHOLDERS’
EQUITY: |
|
|
|
|
|
| Former Net Parent
Company investment |
|
— |
|
|
140,496,912 |
|
| Common shares, $0.001 par
value; 1,000 and 3,900,000,000 shares authorized; 1,000 and
9,461,009 shares issued; 1,000 and 9,461,009 shares outstanding as
of December 31, 2022, and March 31, 2023 respectively. |
|
9,461 |
|
|
— |
|
| Preferred shares, $0.001 par
value: 0 and 100,000,000 shares authorized; Series B preferred
shares: 0 and 40,000 shares issued and outstanding as of December
31,2022 and March 31, 2023 respectively. |
|
40 |
|
|
— |
|
| Additional paid-in
capital |
|
38,156,985 |
|
|
— |
|
| (Accumulated deficit)/
Retained Earnings |
|
4,322,372 |
|
|
(32 |
) |
|
Total shareholders’ equity |
|
42,488,858 |
|
|
140,496,880 |
|
|
Total liabilities, mezzanine equity and shareholders’
equity |
$ |
178,479,075 |
|
$ |
157,479,103 |
|
TORO CORP.Unaudited
Consolidated Statements of Cash Flows
| (Expressed in U.S.
Dollars) |
Three months Ended March 31, |
|
|
|
2023 |
|
|
2022 |
|
| Cash Flows (used
in)/provided by Operating Activities : |
|
|
|
|
| Net income |
$ |
21,959,213 |
|
$ |
1,233,131 |
|
| Adjustments to
reconcile net income to net cash (used in)/provided by Operating
activities : |
|
|
|
|
| Depreciation and
amortization |
|
2,055,646 |
|
|
1,808,997 |
|
| Amortization of deferred
finance charges |
|
25,470 |
|
|
32,283 |
|
| Changes in operating
assets and liabilities: |
|
|
|
|
| Accounts receivable trade,
net |
|
4,666,840 |
|
|
(4,883,869 |
) |
| Inventories |
|
(28,717 |
) |
|
(2,248,292 |
) |
| Due from/to related
parties |
|
(977,432 |
) |
|
1,227,879 |
|
| Prepaid expenses and other
assets |
|
216,904 |
|
|
(997,847 |
) |
| Other deferred charges |
|
— |
|
|
(61,087 |
) |
| Accounts payable |
|
973,238 |
|
|
1,521,756 |
|
| Accrued liabilities |
|
493,785 |
|
|
412,943 |
|
| Deferred revenue |
|
479,926 |
|
|
(547,939 |
) |
| Dry-dock costs paid |
|
(1,222,755 |
) |
|
— |
|
| Net Cash provided by/
(used in) Operating Activities |
|
28,642,118 |
|
|
(2,502,045 |
) |
| |
|
|
|
|
| Cash flow (used
in)/provided by Investing Activities: |
|
|
|
|
| Vessel acquisitions and other
vessel improvements |
|
(181,498 |
) |
|
(327,792 |
) |
| Net cash used in
Investing Activities |
|
(181,498 |
) |
|
(327,792 |
) |
| |
|
|
|
|
| Cash flows (used
in)/provided by Financing Activities: |
|
|
|
|
| Net increase/ (decrease) in
Former Parent Company Investment |
|
211,982 |
|
|
(1,267,578 |
) |
| Issuance of Series B preferred
shares |
|
40 |
|
|
— |
|
| Repayment of long-term
debt |
|
(675,000 |
) |
|
(850,000 |
) |
| Payments related to
Spin-Off |
|
(2,570,503 |
) |
|
— |
|
| Net cash
used in Financing Activities |
|
(3,033,481 |
) |
|
(2,117,578 |
) |
| |
|
|
|
|
| Net
increase/(decrease) in cash, cash equivalents, and restricted
cash |
|
25,427,139 |
|
|
(4,947,415 |
) |
| Cash, cash equivalents
and restricted cash at the beginning of the period |
|
42,479,594 |
|
|
5,663,411 |
|
| Cash, cash equivalents
and restricted cash at the end of the period |
$ |
67,906,733 |
|
$ |
715,996 |
|
(1) Includes interest and finance costs
and interest income, if any.
APPENDIX B
Non-GAAP Financial
Information
Daily Time Charter (“TCE”)
Rate. The Daily Time Charter Equivalent Rate (“Daily TCE
Rate”), is a measure of the average daily revenue performance of a
vessel. The Daily TCE Rate is 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. We
calculate Daily TCE Rate by dividing total revenues (time charter
and/or voyage charter revenues, and/or pool revenues, net of
charterers’ commissions), less voyage expenses, 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 measure 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 since it compares daily net earnings
generated by our vessels irrespective of the mix of charter types
(i.e., time charter, voyage charter or other) 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 not be comparable to that
reported by other companies.The following table reconciles the
calculation of the 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):
| |
Three Months Ended December 31, |
|
(In U.S. dollars, except for Available Days) |
|
2023 |
|
|
2022 |
|
| Total vessel revenues |
$ |
31,154,154 |
|
$ |
16,830,448 |
|
| Voyage expenses -including
commissions from related party |
|
(518,797 |
) |
|
(7,241,317 |
) |
|
TCE revenues |
$ |
30,635,357 |
|
$ |
9,589,131 |
|
| Available Days |
|
677 |
|
|
810 |
|
|
Daily TCE Rate |
$ |
45,252 |
|
$ |
11,838 |
|
EBITDA. EBITDA is not a measure
of financial performance under U.S. GAAP, does not represent and
should not be considered as an alternative to net income, operating
income, cash flow from operating activities or any other measure of
financial performance presented in accordance with U.S. GAAP. We
define EBITDA as earnings before interest and finance costs (if
any), net of interest income, taxes (when incurred), depreciation
and amortization of deferred dry-docking costs. EBITDA is used as a
supplemental financial measure by management and external users of
financial statements to assess our operating performance. We
believe that EBITDA assists our management by providing useful
information that increases the comparability of our operating
performance from period to period and against the operating
performance of other companies in our industry that provide EBITDA
information. This increased comparability is achieved by excluding
the potentially disparate effects between periods or companies of
interest, other financial items, depreciation and amortization and
taxes, which items are affected by various and possibly changing
financing methods, capital structure and historical cost basis and
which items may significantly affect net income between periods. We
believe that including EBITDA as a measure of operating performance
benefits investors in (a) selecting between investing in us and
other investment alternatives and (b) monitoring our ongoing
financial and operational strength. EBITDA as presented below may
not be comparable to similarly titled measures of other companies.
The following table reconciles EBITDA to Net Income, the most
directly comparable U.S. GAAP financial measure, for the periods
presented:
Reconciliation of EBITDA to Net
Income
| |
|
Three Months Ended March 31, |
|
|
(In U.S. dollars) |
|
2023 |
|
|
2022 |
|
| Net
Income |
$ |
21,959,213 |
|
$ |
1,233,131 |
|
| Depreciation and
amortization |
|
2,055,646 |
|
|
1,808,997 |
|
| Interest and finance costs,
net (1) |
|
(117,756 |
) |
|
183,607 |
|
| US source income taxes |
|
193,201 |
|
|
151,761 |
|
|
EBITDA |
$ |
24,090,304 |
|
$ |
3,377,496 |
|
(1) Includes interest and finance costs and
interest income, if any.
Cautionary Statement Regarding Forward-Looking
Statements
Matters discussed in this press release may
constitute forward-looking statements. We intend such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”)
and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Forward-looking statements include statements
concerning plans, objectives, goals, strategies, future events or
performance (including the expected deliveries of vessels to or
from us), and underlying assumptions and other statements, which
are other than statements of historical facts. We are including
this cautionary statement in connection with this safe harbor
legislation. The words “believe”, “anticipate”, “intend”,
“estimate”, “forecast”, “project”, “plan”, “potential”, “will”,
“may”, “should”, “expect”, “pending” and similar expressions
identify forward-looking statements.
The forward-looking statements in this press
release are based upon various assumptions, many of which are
based, in turn, upon further assumptions, including without
limitation, our management’s examination of historical operating
trends, data contained in our records and other data available from
third parties. Although we believe that these assumptions were
reasonable when made, because these assumptions are inherently
subject to significant uncertainties and contingencies which are
difficult or impossible to predict and are beyond our control, we
cannot assure you that we will achieve or accomplish these
forward-looking statements, including these expectations, beliefs
or projections. In addition to these important factors, other
important factors that, in our view, could cause actual results to
differ materially from those discussed in the forward‐looking
statements include the effects of the Spin-Off, our business
strategy, shipping markets conditions and trends, our ability to
realize the expected benefits of vessel acquisitions and the effect
of any change in our fleet’s size, our relationships with our
current and future service providers and customers, our ability to
borrow under existing or future debt agreements or to refinance our
debt on favorable terms and our ability to comply with the
covenants contained therein, our continued ability to enter into
time charters, voyage charters or pool arrangements with existing
and new customers and pool operators and to re-charter our vessels
upon the expiry of the existing charters, changes in our operating
and capitalized expenses, our ability to fund future capital
expenditures and investments in the acquisition and refurbishment
of our vessels, instances of off-hire, future sales of our
securities in the public market and our ability to maintain
compliance with applicable listing standards, volatility in our
share price, potential conflicts of interest involving members of
our board of directors, senior management and certain of our
service providers that are related parties, general domestic and
international political conditions or events (including “trade
wars”, global public health threats and major outbreaks of
disease), changes in seaborne and other transportation, changes in
governmental rules and regulations or actions taken by regulatory
authorities, the impact of adverse weather and natural disasters,
accidents or the occurrence of other events related to the
operational risks associated with transporting crude oil and/or
refined petroleum products and any other factors described in our
filings with the SEC.
The information set forth herein speaks only as
of the date hereof, and we disclaim any intention or obligation to
update any forward‐looking statements as a result of developments
occurring after the date of this communication, except to the
extent required by applicable law. New factors emerge from time to
time, and it is not possible for us to predict all or any of these
factors. Further, we cannot assess the impact of each such factor
on our business or the extent to which any factor, or combination
of factors, may cause actual results to be materially different
from those contained in any forward-looking statement. Please see
our filings with the SEC for a more complete discussion of these
foregoing and other risks and uncertainties. These factors and the
other risk factors described in this press release are not
necessarily all of the important factors that could cause actual
results or developments to differ materially from those expressed
in any of our forward-looking statements. Given these
uncertainties, prospective investors are cautioned not to place
undue reliance on such forward-looking statements.
CONTACT DETAILS For further
information please contact:
Petros PanagiotidisToro Corp.Email:
info@torocorp.com
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