$TORO

TORO CORP.

CIK:0001941131|SEC Filings

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
REVENUES:
Voyage charter revenues	$ 0	$ 1,310,312	$ 3,253,385
Total vessel revenues	21,081,840	22,394,283	22,304,613
EXPENSES:
Voyage expenses (including $279,719, $418,070 and $641,813 to related party for the year ended December 31, 2023, 2024 and 2025, respectively)	(1,307,290)	(1,594,751)	(2,505,152)
Vessel operating expenses (including, $0, $0 and $190,000 to related party for the year ended December 31, 2023, 2024 and 2025, respectively)	(9,079,838)	(9,300,399)	(9,392,960)
Management fees to related parties	(1,807,089)	(1,930,810)	(1,710,651)
Provision for doubtful accounts	0	(25,369)	0
Depreciation and amortization	(4,934,655)	(4,901,246)	(3,364,618)
General and administrative expenses (including $4,007,215, $8,670,424and $7,044,340to related party for the year ended December 31, 2023, 2024 and 2025, respectively)	(8,602,749)	(10,198,863)	(5,357,265)
Gain on sale of vessel	0	0	8,226,258
Total expenses	(25,731,621)	(27,951,438)	(14,104,388)
Operating income/(loss)	(4,649,781)	(5,557,155)	8,200,225
OTHER (EXPENSES)/INCOME:
Interest and finance costs	(68,116)	(230,531)	(31,815)
Interest income	2,812,933	8,354,608	2,053,749
Interest income from related party	1,771,836	364,205	0
Dividend income from related party	5,651,212	2,645,833	1,020,833
Foreign exchange (losses)/gains	35,352	(21,019)	(14,978)
Dividend income on equity securities	4,623	4,136	0
(Loss)/ Income on equity securities	54,999	(48,542)	0
Total other income, net	10,262,839	11,068,690	3,027,789
Net income and comprehensive income from continuing operations, before taxes	5,613,058	5,511,535	11,228,014
Income taxes	0	0	(47,071)
Net income and comprehensive income from continuing operations, net of taxes	5,613,058	5,511,535	11,180,943
Net income and comprehensive income from discontinued operations, net of taxes	321,387	19,695,969	129,456,050
Net income	5,934,445	25,207,504	140,636,993
Comprehensive income	5,934,445	25,207,504	140,636,993
Dividend on Series A Preferred Shares	(1,361,112)	(1,423,333)	(1,166,667)
Deemed dividend on Series A Preferred Shares	(3,143,414)	(3,064,409)	(2,429,275)
Net income attributable to common shareholders	$ 1,429,919	$ 20,719,762	$ 137,041,051
Earnings/(loss) per common share, basic, continuing operations (in dollars per share)	$ 0.06	$ (0.04)	$ 0.31
Earnings/(loss) per common share, diluted, continuing operations (in dollars per share)	0.06	(0.04)	0.21
Earnings per common share, basic, discontinued operations (in dollars per share)	0.02	1.13	8.38
Earnings per common share, diluted, discontinued operations (in dollars per share)	0.02	1.13	2.66
Earnings per common share, basic, total (in dollars per share)	0.08	1.09	8.69
Earnings per common share, diluted, total (in dollars per share)	$ 0.08	$ 1.09	$ 2.87
Weighted average number of common shares, basic (in shares)	17,886,372	17,399,772	15,443,485
Weighted average number of common shares outstanding, diluted (in shares)	17,886,372	17,399,772	48,659,725
Time Charter [Member]
REVENUES:
Vessel revenues	$ 19,013,061	$ 14,315,299	$ 3,439,356
Pool [Member]
REVENUES:
Vessel revenues	$ 2,068,779	$ 6,768,672	$ 15,611,872

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash Flows (used in)/provided by Operating Activities of Continuing Operations:
Net income	$ 5,934,445	$ 25,207,504	$ 140,636,993
Less: Net income from discontinued operations, net of taxes	(321,387)	(19,695,969)	(129,456,050)
Net income from continuing operations, net of taxes	5,613,058	5,511,535	11,180,943
Adjustments to reconcile net income from Continuing operations to net cash provided by/(used in) operating activities:
Depreciation and amortization	4,934,655	4,901,246	3,364,618
Amortization of investment in debt securities	(8,353)	0	0
Fair value of below market amortization	(1,028,716)	0	0
Gain on sale of vessel	0	0	(8,226,258)
Provision for doubtful accounts	0	25,369	0
Stock based compensation cost	3,594,006	5,312,854	1,272,698
Straight line amortization of hire	10,477	(19,590)	0
Unrealized (loss)/gain on equity securities	(84,677)	57,641	0
Realized loss on sale of equity securities	344	2,369	0
Changes in operating assets and liabilities:
Accounts receivable trade, net	(726,947)	961,651	(726,349)
Inventories	(81,346)	(22,265)	(1,397)
Due from/to related parties	(15,275,906)	(5,563,634)	(2,413,795)
Prepaid expenses and other assets	(323,248)	820,530	(605,580)
Accounts payable	526,463	(978,030)	1,219,876
Accrued liabilities	177,245	560,154	338,695
Deferred revenue	(215,217)	674,000	310,000
Dry-dock costs paid	(3,454,571)	(1,463,923)	(1,051,313)
Net Cash provided by/(used in) Operating Activities from Continuing Operations	(6,342,733)	10,779,907	4,662,138
Cash flow (used in)/provided by Investing Activities of Continuing Operations:
Vessel acquisitions and other vessel improvements	(66,769,128)	(119,304)	(72,217,988)
Investment in related party	(60,000,000)	(50,000,000)	(50,000,000)
Proceeds from investment in related party	60,000,000	0	0
Loan to related party	100,364,205	(100,000,000)	0
Net proceeds from sale of vessel	38,000,000	0	17,189,804
Purchase of equity securities	(1,000,000)	(5,183,767)	0
Purchase of debt securities	(2,910,000)	0	0
Proceeds from sale of equity securities	101,412	249,338	0
Net cash (used in)/provided by Investing Activities from Continuing Operations	67,786,489	(155,053,733)	(105,028,184)
Cash flows (used in)/provided by Financing Activities of Continuing Operations:
Net increase in Former Parent Company Investment	0	0	211,982
Issuance of Series B Preferred shares	0	0	40
Issuance of common shares pursuant to private placement	0	0	18,647,236
Payment for repurchase shares pursuant to Tender offer	(343,382)	0	0
Proceeds received from Robin related to Robin Spin-Off (Note 4)	786,001	0	0
Cash contribution related to Spin-off (Note 1)	(10,356,450)	0	0
Payment of Dividend on Series A Preferred Shares	(1,400,000)	(1,400,000)	(851,667)
Payment for repurchase of common shares	0	(3,728,008)	(1,046,908)
Payments related to Spin-Off from Castor	0	0	(2,694,646)
Net cash provided by/(used in) Financing Activities from continuing operations	(11,313,831)	(5,128,008)	14,266,037
Cash flows of discontinued operations:
Net cash provided by Operating Activities from discontinued operations	94,655	3,783,409	51,464,181
Net cash provided by Investing Activities from discontinued operations	0	32,488,070	155,734,435
Net cash used in Financing Activities from discontinued operations	0	(5,257,200)	(7,992,800)
Net cash provided by discontinued operations	94,655	31,014,279	199,205,816
Net increase/(decrease) in cash, cash equivalents, and restricted cash	50,224,580	(118,387,555)	113,105,807
Cash, cash equivalents and restricted cash at the beginning of the period from continuing and discontinued operations	37,197,846	155,585,401	42,479,594
Cash, cash equivalents and restricted cash at the end of the period from continuing and discontinued operations	87,422,426	37,197,846	155,585,401
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents from continuing and discontinued operations	87,422,426	37,197,846	155,235,401
Restricted cash, non-current from discontinued operations	0	0	350,000
Cash, cash equivalents, and restricted cash from continuing and discontinued operations	87,422,426	37,197,846	155,585,401
SUPPLEMENTAL CASH FLOW INFORMATION
Unpaid vessel acquisition and other vessel improvement costs (included in Accounts payable and Accrued liabilities)	13,318	0	68,815
Unpaid capital issuance costs (included in Accounts payable and Accrued Liabilities)	559	0	0
Dividend on Series A Preferred Shares declared but unpaid	299,444	338,333	315,000
Deemed dividend on Series A Preferred Shares	3,143,414	3,064,409	2,429,275
Dividend on common shares declared but unpaid	37,578,641	0	0
Distribution of net assets of Robin Energy Ltd	$ 5,639,637	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2025	Dec. 31, 2024
CURRENT ASSETS:
Cash and cash equivalents	$ 87,418,906	$ 37,193,010
Due from related parties, current	$ 7,431,696	$ 6,072,800
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Accounts receivable trade, net	$ 69,900	$ 416,300
Inventories	200,395	194,981
Prepaid expenses and other assets	548,774	291,832
Investment in equity securities, current	209,486	226,566
Loan to related party, current	$ 0	$ 10,364,205
Financing Receivable, after Allowance for Credit Loss, Current, Related Party [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Accrued charter revenue	$ 9,113	$ 19,590
Current assets of discontinued operations	416,159	495,003
Total current assets	96,304,429	55,274,287
NON-CURRENT ASSETS:
Vessels, net	96,180,562	72,767,793
Due from related parties, non-current	$ 1,341,549	$ 1,590,501
Other Receivable, after Allowance for Credit Loss, Noncurrent, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Prepaid expenses and other assets, non-current	$ 0	$ 357,769
Deferred charges, net	1,835,981	1,081,481
Investment in equity securities, non-current	5,647,853	4,647,853
Investment in related party	127,118,569	100,687,500
Investment in debt securities	2,918,353	0
Loan to related party, non-current	$ 0	$ 90,000,000
Financing Receivable, after Allowance for Credit Loss, Noncurrent, Related Party [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Total non-current assets	$ 235,042,867	$ 271,132,897
Total assets	331,347,296	326,407,184
CURRENT LIABILITIES:
Due to related parties	$ 299,444	$ 338,333
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Accounts payable	$ 1,127,638	$ 770,826
Deferred revenue	768,785	984,000
Accrued liabilities	848,998	982,636
Dividend payable	37,578,641	0
Current liabilities of discontinued operations	1,315,502	1,619,763
Total current liabilities	41,939,008	4,695,558
NON-CURRENT LIABILITIES:
Total non-current liabilities	0	0
Commitments and contingencies
MEZZANINE EQUITY:
Mezzanine equity	125,809,233	122,665,819
SHAREHOLDERS' EQUITY:
Common shares, $0.001 par value: 3,900,000,000 shares authorized; 19,093,853 and 21,473,509 shares issued and outstanding as of December 31, 2024, and December 31, 2025, respectively	21,474	19,094
Preferred shares, $0.001 par value: 100,000,000 shares authorized; Series B preferred shares: 40,000 shares issued and outstanding as of December 31, 2024, and December 31, 2025, respectively	40	40
Additional paid-in capital	59,304,814	58,605,224
Retained Earnings	104,272,727	140,421,449
Total shareholders' equity	163,599,055	199,045,807
Total liabilities, mezzanine equity and shareholders' equity	331,347,296	326,407,184
1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares [Member]
MEZZANINE EQUITY:
Mezzanine equity	125,809,233	$ 122,665,819
SHAREHOLDERS' EQUITY:
Retained Earnings	$ 0