Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | F-1 |
Amendment Flag | false |
Entity Registrant Name | TORO CORP. |
Entity Central Index Key | 0001941131 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
COMBINED CARVE-OUT BALANCE SHEE
COMBINED CARVE-OUT BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 41,779,626 | $ 4,963,411 |
Due from related parties, current | 558,327 | 0 |
Accounts receivable trade, net | 10,616,573 | 4,102,150 |
Inventories | 893,569 | 3,137,855 |
Prepaid expenses and other assets | 915,244 | 402,502 |
Deferred charges, net | 0 | 25,335 |
Total current assets | 54,763,339 | 12,631,253 |
NON-CURRENT ASSETS: | ||
Vessels, net | 92,486,178 | 108,086,280 |
Restricted cash | 700,000 | 700,000 |
Due from related parties | 1,708,474 | 810,437 |
Prepaid expenses and other assets, non-current | 5,199,999 | 949,999 |
Deferred charges, net | 2,621,145 | 868,917 |
Total non-current assets | 102,715,796 | 111,415,633 |
Total assets | 157,479,135 | 124,046,886 |
CURRENT LIABILITIES: | ||
Current portion of long-term debt, net | 2,606,302 | 2,930,269 |
Accounts payable | 1,643,468 | 505,631 |
Due to related parties, current | 0 | 2,478,713 |
Deferred revenue | 0 | 547,939 |
Accrued liabilities | 2,269,281 | 483,690 |
Total current liabilities | 6,519,051 | 6,946,242 |
NON-CURRENT LIABILITIES: | ||
Long-term debt, net | 10,463,172 | 13,069,474 |
Total non-current liabilities | 10,463,172 | 13,069,474 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Net parent investment/stockholder deficit | 140,496,912 | 104,031,170 |
Total liabilities and net parent investment/stockholder deficit | $ 157,479,135 | $ 124,046,886 |
COMBINED CARVE-OUT STATEMENTS O
COMBINED CARVE-OUT STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUES: | ||
Voyage charter revenues | $ 51,805,097 | $ 15,002,012 |
Total vessel revenues | 111,885,865 | 29,264,268 |
EXPENSES: | ||
Voyage expenses (including $372,037 and $1,437,276 to related party for the period ended December 31, 2021, and the year ended December 31, 2022, respectively) | (29,319,414) | (11,059,518) |
Vessel operating expenses | (21,708,290) | (12,361,871) |
Management fees to related parties | (2,833,500) | (1,853,850) |
Provision for doubtful accounts | (266,732) | 0 |
Depreciation and amortization | (7,294,476) | (3,834,117) |
General and administrative expenses (including $326,642 and $624,087 to related party for the period ended December 31, 2021, and the year ended December 31, 2022, respectively) | (2,093,347) | (889,096) |
Gain on sale of vessel | 3,222,631 | 0 |
Total expenses | (60,293,128) | (29,998,452) |
Operating (loss)/income | 51,592,737 | (734,184) |
OTHER (EXPENSES)/INCOME: | ||
Interest and finance costs | (902,572) | (506,012) |
Interest income | 202,612 | 652 |
Foreign exchange gains/(losses) | (6,181) | 15,327 |
Total other expenses, net | (706,141) | (490,033) |
Net (loss)/income, before taxes | 50,886,596 | (1,224,217) |
Income taxes | (960,181) | (206,174) |
Net (loss)/income | 49,926,415 | (1,430,391) |
Comprehensive (loss)/income | 49,926,415 | (1,430,391) |
Time Charter [Member] | ||
REVENUES: | ||
Vessel revenues | 13,656,027 | 9,115,257 |
Pool [Member] | ||
REVENUES: | ||
Vessel revenues | $ 46,424,741 | $ 5,146,999 |
COMBINED CARVE-OUT STATEMENTS_2
COMBINED CARVE-OUT STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
EXPENSES: | ||
Voyage expenses, related party | $ 1,437,276 | $ 372,037 |
General and administrative expenses, related party | $ 624,087 | $ 326,642 |
COMBINED STATEMENTS OF CHANGES
COMBINED STATEMENTS OF CHANGES IN NET PARENT INVESTMENT - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Parent Investment [Roll Forward] | ||
Balance | $ 104,031,170 | $ 0 |
Net (loss)/income | 49,926,415 | (1,430,391) |
Net parent investment (return of investment) | (13,460,673) | 105,461,561 |
Balance | $ 140,496,912 | $ 104,031,170 |
COMBINED CARVE-OUT STATEMENT OF
COMBINED CARVE-OUT STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows (used in)/provided by Operating Activities: | ||
Net (loss)/income | $ 49,926,415 | $ (1,430,391) |
Adjustments to reconcile net (loss)/income to net cash (used in)/provided by Operating activities: | ||
Depreciation and amortization | 7,294,476 | 3,834,117 |
Amortization of deferred finance charges | 119,731 | 94,789 |
Gain on sale of vessel | (3,222,631) | 0 |
Provision for doubtful accounts | 266,732 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable trade, net | (6,781,154) | (4,102,150) |
Inventories | 2,244,286 | (3,137,855) |
Due from/to related parties | (3,935,077) | 1,668,276 |
Prepaid expenses and other assets | (4,762,742) | (1,352,501) |
Other deferred charges | 25,335 | (25,335) |
Accounts payable | 1,304,711 | 47,831 |
Accrued liabilities | 1,512,592 | 474,616 |
Deferred revenue | (547,939) | 547,939 |
Dry-dock costs paid | (1,906,526) | (1,034,380) |
Net Cash (used in)/provided by Operating Activities | 41,538,209 | (4,415,044) |
Cash flow (used in)/provided by Investing Activities: | ||
Vessel acquisitions and other vessel improvements | (852,603) | (111,288,060) |
Net proceeds from sale of vessel | 12,641,284 | 0 |
Net cash (used in)/provided by Investing Activities | 11,788,681 | (111,288,060) |
Cash flows (used in)/provided by Financing Activities: | ||
Net parent investment | (13,460,675) | 105,461,561 |
Proceeds from long-term debt | 0 | 18,000,000 |
Repayment of long-term debt | (3,050,000) | (1,700,000) |
Payment of deferred financing costs | 0 | (395,046) |
Net cash provided by/(used in) Financing Activities | (16,510,675) | 121,366,515 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 36,816,215 | 5,663,411 |
Cash, cash equivalents and restricted cash at the beginning of the period | 5,663,411 | 0 |
Cash, cash equivalents and restricted cash at the end of the period | 42,479,626 | 5,663,411 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
Cash and cash equivalents | 41,779,626 | 4,963,411 |
Restricted cash, non-current | 700,000 | 700,000 |
Cash, cash equivalents and restricted cash at the end of the period | 42,479,626 | 5,663,411 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for interest | 690,543 | 348,799 |
Unpaid vessel acquisition and other vessel improvement costs (included in Accounts payable and Accrued liabilities) | 0 | 466,874 |
Unpaid deferred dry-dock costs (included in Accounts payable and Accrued liabilities) | $ 573,001 | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS | Dec. 31, 2022 USD ($) |
CURRENT ASSETS: | |
Total current assets | $ 54,763,339 |
NON-CURRENT ASSETS: | |
Total non-current assets | 102,715,796 |
Total assets | 157,479,135 |
CURRENT LIABILITIES: | |
Total current liabilities | 6,519,051 |
NON-CURRENT LIABILITIES: | |
Total non-current liabilities | 10,463,172 |
Stockholders' deficit: | |
Net parent investment/stockholder deficit | 140,496,912 |
Total liabilities and net parent investment/stockholder deficit | 157,479,135 |
Toro Corp. [Member] | |
CURRENT ASSETS: | |
Total current assets | 0 |
NON-CURRENT ASSETS: | |
Total non-current assets | 0 |
Total assets | 0 |
CURRENT LIABILITIES: | |
Cash overdraft | 32 |
Total current liabilities | 32 |
NON-CURRENT LIABILITIES: | |
Total non-current liabilities | 0 |
Stockholders' deficit: | |
Common shares, $0.001 par value; 1,000 shares authorized, issued and outstanding | 1 |
Additional paid in capital | 0 |
Due from stockholder | (1) |
Accumulated deficit | (32) |
Net parent investment/stockholder deficit | (32) |
Total liabilities and net parent investment/stockholder deficit | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - Toro Corp. [Member] | Dec. 31, 2022 $ / shares shares |
SHAREHOLDERS' EQUITY: | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 |
Common shares, authorized (in shares) | 1,000 |
Common shares, shares issued (in shares) | 1,000 |
Common shares, shares outstanding (in shares) | 1,000 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS | 5 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Toro Corp. [Member] | |
REVENUES: | |
Revenues | $ 0 |
EXPENSES: | |
Total expenses | 0 |
Operating (loss)/income | 0 |
OTHER (EXPENSES)/INCOME: | |
Interest and finance costs | (32) |
Total other expenses, net | (32) |
Net (loss)/income | (32) |
Comprehensive loss | $ (32) |
Loss per share, basic (in dollars per share) | $ / shares | $ (0.03) |
Loss per share, diluted (in dollars per share) | $ / shares | $ (0.03) |
Weighted average number of shares outstanding, basic (in shares) | shares | 1,000 |
Weighted average number of shares outstanding, diluted (in shares) | shares | 1,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Toro Corp. [Member] Common Stock [Member] | Toro Corp. [Member] Due from Stockholder [Member] | Toro Corp. [Member] Deficit [Member] | Toro Corp. [Member] |
Balance at Jan. 12, 2021 | $ 0 | ||||
Increase (Decrease) in Parent Investment [Roll Forward] | |||||
Net loss | (1,430,391) | ||||
Balance at Dec. 31, 2021 | 104,031,170 | ||||
Increase (Decrease) in Parent Investment [Roll Forward] | |||||
Net loss | 49,926,415 | ||||
Balance at Dec. 31, 2022 | 140,496,912 | $ 1 | $ (1) | $ (32) | $ (32) |
Balance (in shares) at Dec. 31, 2022 | 1,000 | ||||
Balance at Jul. 28, 2022 | $ 0 | 0 | 0 | 0 | |
Balance (in shares) at Jul. 28, 2022 | 0 | ||||
Increase (Decrease) in Parent Investment [Roll Forward] | |||||
Issuance of common shares | $ 1 | (1) | 0 | 0 | |
Issuance of common shares (in shares) | 1,000 | ||||
Net loss | $ 0 | 0 | (32) | (32) | |
Balance at Dec. 31, 2022 | $ 140,496,912 | $ 1 | $ (1) | $ (32) | $ (32) |
Balance (in shares) at Dec. 31, 2022 | 1,000 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2022 | |
Cash Flows used in Operating Activities: | ||
Net loss | $ 49,926,415 | |
Changes in operating assets and liabilities: | ||
Net Cash (used in)/provided by Operating Activities | 41,538,209 | |
Cash flow provided by Investing Activities: | ||
Net cash provided by Investing Activities | 11,788,681 | |
Cash flows provided by Financing Activities: | ||
Net cash provided by Financing Activities | (16,510,675) | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 36,816,215 | |
Cash, cash equivalents and restricted cash at the beginning of the period | 5,663,411 | |
Toro Corp. [Member] | ||
Cash Flows used in Operating Activities: | ||
Net loss | $ (32) | |
Changes in operating assets and liabilities: | ||
Net Cash (used in)/provided by Operating Activities | (32) | |
Cash flow provided by Investing Activities: | ||
Net cash provided by Investing Activities | 0 | |
Cash flows provided by Financing Activities: | ||
Net cash provided by Financing Activities | 0 | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (32) | |
Cash, cash equivalents and restricted cash at the beginning of the period | 0 | |
Cash, cash equivalents and restricted cash at the end of the period | $ (32) | $ (32) |
Basis of Presentation and Gener
Basis of Presentation and General Information | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation and General Information [Abstract] | |
Basis of Presentation and General Information | 1. Basis of Presentation and General information: The accompanying combined carve-out financial statements of Toro Corp. (“Toro”, or the “Company”), include the subsidiaries (the “Toro Subsidiaries”, or the “Toro Predecessors”) comprising the former Aframax/LR2 and Handysize tanker segments (collectively, its “tanker fleet”) of Castor Maritime Inc. (“Castor”, or the “Parent”). The accompanying combined carve-out financial statements are those of the Toro Subsidiaries (as listed below) for all periods presented using the historical carrying costs of the assets and the liabilities of these companies from the dates of their incorporation. All companies are incorporated under the laws of the Marshall Islands. Toro was formed on July 29, 2022 as a wholly owned subsidiary of Castor 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, 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, as of December 31, 2022, one tanker vessel and Elektra Shipping Co. in exchange for (i) 9,461,009 common shares of Toro’s, (ii) the issuance to Castor of 140,000 1.00% Series A Fixed rate Cumulative Perpetual Convertible Preferred Shares of Toro having a stated amount of $1,000 per share and a par value of $0.001 per share and (iii) the issuance to Pelagos Holdings Corp, a company controlled by the Company’s Chairman and Chief Executive Officer, of 40,000 Series B preferred shares of Toro, par value $0.001 per share. The Toro common shares were distributed on March 7, 2023 pro rata to the shareholders of record of Castor as of February 22, 2023. The tanker fleet is currently engaged in the worldwide transportation of crude oil and refined petroleum products. Castor Ships S.A., a corporation incorporated under the laws of the Republic of the Marshall Islands (“Castor Ships”), a related party controlled by Petros Panagiotidis, with effect from July 1, 2022 provides ship management and chartering services to the vessels owned by the Toro Subsidiaries through subcontracting agreements with unrelated third-party managers, entered into with Toro’s consent, for all eight of the Toro’s tanker vessels. During the period ended December 31, 2021 and until June 30, 2022, Castor Ships provided only commercial ship management and chartering services to the Toro Subsidiaries. Pavimar S.A., a corporation incorporated under the laws of the Republic of the Marshall Islands (“Pavimar”) and related party controlled by the sister of Petros Panagiotidis, Ismini Panagiotidis, provided technical, crew and operational management services to such vessels in the period ended December 31, 2021 and until June 30, 2022. Effective July 1, 2022, the technical management agreements entered into between Pavimar and the Company’s tanker vessel owning subsidiaries were terminated by mutual consent. The Toro Subsidiaries which are included in the Company’s combined carve-out financial statements for the periods presented are listed below. Toro Subsidiaries: Company Country of incorporation Date of incorporation Vessel Name DWT Year Built Delivery date to Vessel owning company 1 Rocket Shipping Co. (“Rocket”) Marshall Islands 01/13/2021 M/T Wonder Polaris 115,351 2005 March 11, 2021 2 Gamora Shipping Co. (“Gamora”) Marshall Islands 01/13/2021 M/T Wonder Sirius 115,341 2005 March 22, 2021 3 Starlord Shipping Co. (“Starlord”) Marshall Islands 04/15/2021 M/T Wonder Vega 106,062 2005 May 21, 2021 4 Hawkeye Shipping Co. (“Hawkeye”) Marshall Islands 04/27/2021 M/T Wonder Avior 106,162 2004 May 27, 2021 5 Elektra Shipping Co. (“Elektra”) Marshall Islands 04/27/2021 M/T Wonder Arcturus(1) 106,149 2002 May 31, 2021 Company Country of incorporation Date of incorporation Vessel Name DWT Year Built Delivery date to Vessel owning company 6 Vision Shipping Co. (“Vision”) Marshall Islands 04/27/2021 M/T Wonder Mimosa 36,718 2006 May 31, 2021 7 Colossus Shipping Co. (“Colossus”) Marshall Islands 04/27/2021 M/T Wonder Musica 106,290 2004 June 15, 2021 8 Xavier Shipping Co. (“Xavier”) Marshall Islands 04/27/2021 M/T Wonder Formosa 36,660 2006 June 22, 2021 9 Drax Shipping Co. (“Drax”) Marshall Islands 11/22/2021 M/T Wonder Bellatrix 115,341 2006 December 23, 2021 (1) On May 9, 2022, the Company entered into an agreement with an unaffiliated third party for the sale of the M/T Wonder Arcturus Charterers or pool managers that individually accounted for more than 10% of the Company’s total vessel revenues (as percentages of total vessel revenues), were as follows: Charterer/Pool manager Period Ended December 31, 2021 Year Ended December 31, 2022 A 31% —% B 17% —% C —% 17% D —% 14% E —% 11% Total 48% 42% The comparative combined carve-out Statements of Comprehensive (Loss)/Income, Cash Flows and Changes in Net Parent Investment and related notes represent the period from January 13, 2021 (the inception date of Rocket and Gamora, which were the earliest subsidiaries incorporated) to December 31, 2021. The accompanying combined carve-out financial statements include the accounts of the legal entities comprising the Company as discussed above. These combined carve-out financial statements are derived from the consolidated financial statements and accounting records of Castor and are presented on a carve-out basis. The combined carve-out financial statements and accompanying notes reflect the financial position, results of operations and cash flows of the Company in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These financial statements are presented as if such businesses had been combined throughout the periods presented. All intercompany accounts and transactions between the entities comprising the Company have been eliminated in the accompanying combined carve-out financial statements. Net Parent contributions to equity, finance part or all of the acquisition cost of the vessels owned by the Toro Subsidiaries are accounted for through the net parent investment account. Net parent investment represents Castor’s interest in the Company’s net assets including the Company’s accumulated (loss)/income, and the net cash contributions from and to Castor. Transactions with Castor are reflected in the accompanying combined carve-out statements of cash flows as a financing activity, and in the combined carve-out changes in net parent investment and combined carve-out balance sheets as “Net parent investment”. The combined carve-out statements of comprehensive (loss)/income reflect expense allocations made to the Company by Castor of its general and administrative expenses. Management has estimated these additional expenses to be $0.9 million for the period ended December 31, 2021, and $2.1 million for the year ended December 31, 2022. See Note 3 “Transactions with Related Parties” for further information on expenses allocated by Castor. Both the Company and Castor consider the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by the Company during the periods presented. Nevertheless, the combined carve-out financial statements may not be indicative of the Company’s future performance and may not include all the actual expenses that would have been incurred by the Company as an independent publicly traded company or reflect the Company’s financial position, results of operations and cash flows that would have been reported if the Company had been a stand-alone entity during the periods presented. The Company has no common capital structure for the combined business and, accordingly, has not presented historical (loss)/income per common share. |
Toro Corp. [Member] | |
Basis of Presentation and General Information [Abstract] | |
Basis of Presentation and General Information | 1. Basis of Presentation and General information Toro Corp. (“Toro” or the “Company”) was formed on July 29, 2022 as a wholly owned subsidiary of Castor Maritime Inc. (“Castor” or the “Parent”) 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 for the purpose of acquiring the tanker fleet of Castor. The Company as of December 31, 2022 had 100% equity ownership in Toro RBX Corp. (“Toro RBX”), an entity incorporated on October 3, 2022, under the laws of the Marshall Islands to serve as Toro’s cash manager. On March 7, 2023, 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 on March 7, 2023, as per the table below, one tanker vessel and Elektra Shipping Co. (collectively the “ Tanker Fleet”), in exchange for all 9,461,009 of Toro’s issued and outstanding common shares, the issue of 140,000 1.00% Series A Fixed rate Cumulative Perpetual Convertible Preferred Shares of Toro to Castor having a stated amount of $1,000 and par value of $0.001 per share and the issuance to Pelagos Holdings Corp, a company controlled by the Company’s Chairman and Chief Executive Officer, of 40,000 Series B preferred shares of Toro, par value $0.001 per share. The Toro common shares were distributed on March 7, 2023 pro rata to the shareholders of record of Castor as of February 22, 2023. Toro shares began trading on the Nasdaq Capital Market on March 7,2023. The Tanker Fleet contributed by Castor to Toro on March 7, 2023, is listed below. Company Country of incorporation Date of incorporation Vessel Name Vessel Type DWT Year Built Delivery date to Vessel owning company 1 Rocket Shipping Co. (“Rocket”) Marshall Islands 01/13/2021 M/T Wonder Polaris Aframax LR2 115,351 2005 March 11, 2021 2 Gamora Shipping Co. (“Gamora”) Marshall Islands 01/13/2021 M/T Wonder Sirius Aframax LR2 115,341 2005 March 22, 2021 3 Starlord Shipping Co. (“Starlord”) Marshall Islands 04/15/2021 M/T Wonder Vega Aframax 106,062 2005 May 21, 2021 4 Hawkeye Shipping Co. (“Hawkeye”) Marshall Islands 04/27/2021 M/T Wonder Avior Aframax LR2 106,162 2004 May 27, 2021 5 Vision Shipping Co. (“Vision”) Marshall Islands 04/27/2021 M/T Wonder Mimosa Handysize 36,718 2006 May 31, 2021 6 Colossus Shipping Co. (“Colossus”) Marshall Islands 04/27/2021 M/T Wonder Musica Aframax LR2 106,290 2004 June 15, 2021 7 Xavier Shipping Co. (“Xavier”) Marshall Islands 04/27/2021 M/T Wonder Formosa Handysize 36,660 2006 June 22, 2021 8 Drax Shipping Co. (“Drax”) Marshall Islands 11/22/2021 M/T Wonder Bellatrix Aframax LR2 115,341 2006 December 23, 2021 Non-vessel owning company contributed by Castor to Toro on March 7, 2023 is listed below. Company Country of incorporation Date of incorporation 1 Elektra Shipping Co. (“Elektra”) (1) Marshall Islands 04/27/2021 (1) Elektra Shipping Co., no longer owns any vessel following the sale of the M/T Wonder Arcturus on May 9, 2022, and delivery of such vessel to an unaffiliated third-party on July 15, 2022. The Balance sheet, Statement of Comprehensive Loss, Cash Flow and Changes in Total Stockholders’ equity and related notes represent the period from July 29, 2022 (the inception date) to December 31, 2022. The accompanying 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”). The consolidated financial statements include the accounts of Toro and its wholly owned subsidiary, Toro RBX Corp. All intercompany balances and transactions have been eliminated upon consolidation. |
Significant Accounting Policies
Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies and Recent Accounting Pronouncements [Abstract] | |
Significant Accounting Policies and Recent Accounting Pronouncements | 2. Significant Accounting Policies and Recent Accounting Pronouncements: Use of estimates The preparation of the accompanying combined carve-out financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include vessel valuations, the valuation of amounts due from charterers, residual value and the useful life of the vessels. Actual results may differ from these estimates. Other comprehensive income/(loss) The Company follows the accounting guidance relating to comprehensive income/(loss), which requires separate presentation of certain transactions that are recorded directly as components of net parent investment. The Company has no other comprehensive loss items and, accordingly, comprehensive loss equals net income/ (loss) for the periods presented. Foreign currency translation The Company’s reporting and functional currency is the U.S. Dollar (“USD”). Transactions incurred in other currencies are translated into USD using the exchange rates in effect at the time of the transactions. At the balance sheet date, monetary assets and liabilities that are denominated in other currencies are translated into USD to reflect the end-of-period exchange rates and any gains or losses are included in the statement of comprehensive loss. Cash and cash equivalents The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents. Restricted Cash Restricted cash may comprise of (i) minimum liquidity collateral requirements or minimum required cash deposits that are required to be maintained under the Company’s financing arrangements, (ii) cash deposits in so-called “retention accounts” which may only be used as per the Company’s borrowing arrangements for the purpose of serving the loan installments coming due or, (iii) other cash deposits required to be retained until other specified conditions prescribed in the Company’s debt agreements are met. In the event that the obligation to maintain such deposits is expected to elapse within the next operating cycle, these deposits are classified as current assets. Otherwise, they are classified as non-current assets. Accounts receivable trade, net The amount shown as trade receivables, net, at the balance sheet date, includes receivables from charterers for hire, freight, pool revenue, and other potential sources of income (such as ballast bonus compensation and/or holds cleaning compensation, etc.) under the Company’s charter contracts and/or pool arrangements, net of any provision for doubtful accounts. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. No provision for doubtful accounts was recorded as of December 31, 2021. As of December 31, 2022, a provision for doubtful accounts of $266,732 is recorded. Inventories Inventories consist of bunkers, lubricants and provisions on board each vessel. Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price less reasonably predictable costs of disposal and transportation. Cost is determined by the first in, first out method. Inventories consist of bunkers during periods when vessels are unemployed, undergoing dry-docking or special survey, in which case, they are also stated at the lower of cost or net realizable value and cost is also determined by the first in, first out method. Intangible Assets/Liabilities Related to Time Charters Acquired When and where the Company identifies any assets or liabilities associated with the acquisition of a vessel, the Company records all such identified assets or liabilities at fair value. Fair value is determined by reference to market data obtained by independent broker’s valuations. The valuations reflect the fair value of the vessel with and without the attached time charter and the cost of the acquisition is then allocated to the vessel and the intangible asset or liability on the basis of their relative fair values. The intangible asset or liability is amortized as an adjustment to revenues over the assumed remaining term of the acquired time charter and is classified as non-current asset or liability, as applicable, in the accompanying balance sheet. Insurance Claims The Company records insurance claim recoveries for insured losses incurred on damage to fixed assets, for insured crew medical expenses and for loss of hire for certain of its vessels that maintain such kind of insurance. Insurance claim recoveries are recorded, net of any deductible amounts, at the time when (i) the Company’s vessels suffer insured damages or at the time when crew medical expenses are incurred, (ii) recovery is probable under the related insurance policies, (iii) the Company can estimate the amount of such recovery following submission of the insurance claim and (iv) provided that the claim is not subject to litigation. Vessels, net Vessels, net are stated at cost net of accumulated depreciation. The cost of a vessel consists of the contract price plus any direct expenses incurred upon acquisition, including improvements, delivery expenses and other expenditures to prepare the vessel for its intended use which is to provide worldwide integrated transportation services. Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of a vessel; otherwise these amounts are charged to expense as incurred. Vessels’ depreciation Depreciation is computed using the straight-line method over the estimated useful life of a vessel, after considering the estimated salvage value. Each vessel’s salvage value is equal to the product of its lightweight tonnage and estimated scrap rate. Salvage values are periodically reviewed and revised, if needed, to recognize changes in conditions, new regulations or for other reasons. Revisions of salvage value affect the depreciable amount of the vessels and affect depreciation expense in the period of the revision and future periods. Management estimates the useful life of its vessels to be 25 years from the date of initial delivery from the shipyard, whereas, secondhand vessels are depreciated from the date of their acquisition through their remaining estimated useful life. Impairment of long lived assets The Company reviews its vessels for impairment whenever events or changes in circumstances indicate that the carrying amount of a vessel may not be recoverable. When the estimate of future undiscounted cash flows expected to be generated by the use of a vessel is less than its carrying amount, the Company evaluates the vessel for an impairment loss. Measurement of the impairment loss is based on the fair value of the vessel in comparison to its carrying value, including any related intangible assets and liabilities. In this respect, management regularly reviews the carrying amount of its vessels in connection with their estimated recoverable amount. Dry-docking and special survey costs 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. Costs deferred are limited to actual costs incurred at the yard and parts used in the dry-docking or special survey. Costs deferred include expenditures incurred relating to shipyard costs, hull preparation and painting, inspection of hull structure and mechanical components, steelworks, machinery works, and electrical works as well as lodging and subsistence of personnel sent to the yard site to supervise. If a dry-dock and/or a special survey is performed prior to its scheduled date, the remaining unamortized balance is immediately expensed. Unamortized balances of vessels that are sold are written-off and included in the calculation of the resulting gain or loss in the period of a vessel’s sale. The amortization charge related to dry-docking costs and special survey costs is presented within Depreciation and amortization in the accompanying combined carve-out statement of comprehensive loss. Revenue and expenses recognition The Company currently generates its revenues from time charter contracts, voyage charter contracts and pool arrangements. Under a time charter agreement, a contract is entered into for the use of a vessel for a specific period of time and a specified daily charter hire rate. Under a voyage charter agreement, a contract is made for the use of a vessel for a specific voyage to transport a specified agreed upon cargo at a specified freight rate per ton or occasionally a lump sum amount. A part of the Company’s revenues is also generated from pool arrangements, determined in accordance with the profit-sharing mechanism specified within each pool agreement. Revenues related to time charter contracts The Company accounts for its time charter contracts as operating leases pursuant to ASC 842 “Leases”. The Company has determined that the non-lease component in its time charter contracts relates to services for the operation of the vessel, which comprise of crew, technical and safety services, among others. The Company further elected to adopt the practical expedient that provides it with the discretion to recognize lease revenue as a combined single lease component for all time charter contracts (operating leases) since it determined that the related lease component and non-lease component have the same timing and pattern of transfer and the predominant component is the lease. The Company qualitatively assessed that more value is ascribed to the use of the asset (i.e., the vessel) rather than to the services provided under the time charter agreements. Lease revenues are recognized on a straight-line basis over the non-cancellable rental periods of such charter agreements, as rental service is provided, beginning when a vessel is delivered to the charterer until it is redelivered back to the Company, and is recorded as part of vessel revenues in the Company’s statement of comprehensive income/(loss). Revenues generated from variable lease payments are recognized in the period when changes in facts and circumstances on which the variable lease payments are based occur. Deferred revenue includes (i) cash received prior to the balance sheet date for which all criteria to recognize as lease revenue have not yet been met as at the balance sheet date and, accordingly, is related to revenue earned after such date and (ii) deferred contract revenue such as deferred ballast compensation earned as part of a lease contract. Lease revenue is shown net of commissions payable directly to charterers under the relevant time charter agreements. Charterers’ commissions represent discount on services rendered by the Company and no identifiable benefit is received in exchange for the consideration provided to the charterer. Apart from the agreed hire rate, the owner may be entitled to additional income, such as ballast bonus, which is considered as reimbursement of owner’s expenses and is recognized together with the lease component over the duration of the charter. The Company made an accounting policy election to recognize the related ballast costs, which mainly consist of bunkers, incurred over the period between the charter party date or the prior redelivery date (whichever is latest) and the delivery date to the charterer, as contract fulfillment costs (please also refer to Voyage expenses below). Revenues related to voyage charter contracts The Company accounts for its voyage charter contracts following the provisions of ASC 606, Revenue from contracts with customers The Company assessed the provisions of ASC 606 and concluded that there is one single performance obligation when accounting for its voyage charters, which is to provide the charterer with an integrated cargo transportation service within a specified period of time. In addition, the Company has concluded that voyage charter contracts meet the criteria to recognize revenue over time as the charterer simultaneously receives and consumes the benefits of the Company’s performance. As a result of the foregoing, voyage revenue derived from voyage charter contracts is recognized from the time when a vessel arrives at the load port until completion of cargo discharge. Demurrage income, which is considered a form of variable consideration, is included in voyage revenues, and represents payments by the charterer to the vessel owner when loading or discharging time exceeds the stipulated time in the voyage charter agreements. Under a voyage charter agreement, the Company incurs and pays for certain voyage expenses, primarily consisting of bunkers consumption, brokerage commissions, port and canal costs. Revenues related to pool contracts As from the second quarter of 2021, the Company employed certain of its tanker vessels under pool agreements. Pool revenue for each vessel is determined in accordance with the profit-sharing mechanism specified within each pool agreement. In particular, the Company’s pool managers aggregate the revenues and expenses of all of the pool participants and distribute the net earnings to participants, as applicable: • based on the pool points attributed to each vessel (which are determined by vessel attributes such as cargo carrying capacity, speed, fuel consumption, and construction and other characteristics); or • by making adjustments to account for the cost performance, the bunkering fees and the trading capabilities of each vessel and the number of days the vessel participated in the pool in the period (excluding off-hire days). The Company records revenue generated from the pools in accordance with ASC 842, Leases, since it assesses that a vessel pool arrangement is a variable time charter with the variable lease payments recorded as income in profit or loss in the period in which the changes in facts and circumstances on which the variable lease payments are based occur. Voyage expenses Voyage expenses, consist of: (a) port, canal and bunker expenses unique to a particular charter that the Company incurs primarily when its vessels operate under voyage charter arrangements or during repositioning periods, and (b) brokerage commissions. All voyage expenses are expensed as incurred, except for contract fulfilment costs which are capitalized to the extent the Company, in its reasonable judgement, determines that they (i) are directly related to a contract, (ii) will be recoverable and (iii) enhance the Company’s resources by putting the Company’s vessel in a location to satisfy its performance obligation under a contract pursuant to the provisions of ASC 340-40 “Other assets and deferred costs”. These capitalized contract costs are amortized on a straight-line basis as the related performance obligations are satisfied. Costs to fulfill the contract prior to arriving at the load port primarily consist of bunkers which are deferred and amortized during the voyage period. These capitalized contract fulfilment costs are recorded under “Deferred charges, net” in the accompanying balance sheet. At the inception of a time charter, the Company records the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a bunker gain or loss within voyage expenses. Accounting for Financial Instruments The principal financial assets of the Company consist of cash and cash equivalents, restricted cash, amounts due from related parties and trade receivables, net. The principal financial liabilities of the Company consist of trade and other payables, accrued liabilities, long-term debt and amounts due to related parties. Fair value measurements The Company follows the provisions of ASC 820, “Fair Value Measurements and Disclosures” which defines, and provides guidance as to the measurement of fair value. ASC 820 creates a hierarchy of measurement and indicates that, when possible, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy gives the highest priority (Level 1) to quoted prices in active markets and the lowest priority (Level 3) to unobservable data, for example, the reporting entity’s own data. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy. Repairs and Maintenance All repair and maintenance expenses including underwater inspection expenses are expensed in the period incurred. Such costs are included in Vessel operating expenses in the accompanying combined carve-out statement of comprehensive loss. Segment Reporting The Company engages in the operation of Aframax/LR2 and Handysize tanker vessels which have been identified as two reportable segments as a result of the different characteristics of these two asset classes. The reportable segments reflect the internal organization of the Company and the way the chief operating decision maker reviews the operating results and allocates capital within the Company. The accounting policies applied to the reportable segments are the same as those used in the preparation of the Company’s financial statements. When the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographic information is impracticable. Financing Costs Costs associated with long-term debt, 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 debt financing or refinancing, or any unamortized portion thereof, are presented by the Company as a reduction of long-term debt. Such fees are deferred and amortized in interest and finance costs during the life of the related debt instrument using the effective interest method. Any unamortized balance of costs relating to loans repaid or refinanced is expensed in interest and finance costs in the period in which the repayment or refinancing occurs, in accordance with the debt extinguishment guidance. Any unamortized balance of costs relating to refinanced long-term debt is deferred and amortized over the term of the credit facility in the period that such refinancing occurs, subject to the provisions of the accounting guidance prescribed under 470-50, Debt—Modifications and Extinguishments. Commitments and contingencies Commitments are recognized when the Company has a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle this obligation, and a reliable estimate of the amount of the obligation can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the present value of the expenditure expected to be required to settle the obligation. Contingent liabilities are not recognized in the financial statements but are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the financial statements but are disclosed when an inflow of economic benefits is probable. Assets held for sale: The Company classifies a group of assets as being held for sale when all of the following criteria, enumerated under ASC 360 “Property, Plant, and Equipment”, are met: (i) management has committed to a plan to sell the assets; (ii) the assets are available for immediate sale in their present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (iv) the sale of the assets is probable, and transfer of the assets is expected to qualify for recognition as a completed sale within one year; (v) the assets are being actively marketed for sale at a price that is reasonable in relation to their current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long-lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell. The resulting difference, if any, is recorded under “Impairment loss” in the combined carve-out statements of comprehensive (loss)/income. An asset ceases being depreciated once it meets the held for sale classification criteria. Recent Accounting Pronouncements: Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s combined carve-out financial statements. |
Toro Corp. [Member] | |
Significant Accounting Policies and Recent Accounting Pronouncements [Abstract] | |
Significant Accounting Policies and Recent Accounting Pronouncements | 2. Significant Accounting Policies and Recent Accounting Pronouncements: Use of estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include vessel valuations, the valuation of amounts due from charterers, residual value and the useful life of the vessels. Actual results may differ from these estimates. Other comprehensive income/(loss) The Company follows the accounting guidance relating to consolidated comprehensive income/(loss), which requires separate presentation of certain transactions that are recorded directly as components in Stockholder’s deficit. The Company has no other comprehensive loss items and, accordingly, comprehensive loss equals net income/ (loss) for the period presented. Foreign currency translation The Company’s reporting and functional currency is the U.S. Dollar (“USD”). Transactions incurred in other currencies are translated into USD using the exchange rates in effect at the time of the transactions. At the balance sheet date, monetary assets and liabilities that are denominated in other currencies are translated into USD to reflect the end-of-period exchange rates and any gains or losses are included in the statement of comprehensive loss. Loss Per Share The computation of basic loss per share is based on the weighted average number of common stock outstanding during the period. The computation of basic loss per share is calculated by dividing by the weighted average number of shares. Recent Accounting Pronouncements: Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Transactions with Related Parties [Abstract] | |
Transactions with Related Parties | 3. Transactions with Related Parties: During the period ended December 31, 2021, and the year ended December 31, 2022, the Company incurred the following charges in connection with related party transactions, which are included in the accompanying combined carve-out financial statements: Period ended December 31, Year ended December 31, 2021 2022 Management fees-related parties Management fees – Pavimar (b) $1,308,600 $ 977,400 Management fees – Castor Ships (a) 545,250 1,856,100 Included in Voyage expenses Charter hire commissions – Castor Ships (a) $ 372,037 $1,437,276 Included in General and administrative expenses Administration fees – Castor Ships (a) $ 326,642 $ 624,087 Included in Gain on sale of vessel Sale & purchase commission – Castor Ships (a) $ — $ 131,500 As of December 31, 2021, and December 31, 2022, balances with related parties consisted of the following: December 31, 2021 December 31, 2022 Assets: Due from Pavimar (b) – current $ — $ — Due from Pavimar (b) – non-current 810,437 — Due from Castor Ships (a) – current — 558,327 Due from Castor Ships (a) – non-current — 1,708,474 Liabilities: Due to Pavimar (b) – current $2,319,913 $ — Voyage commissions, management fees and other expenses due to Castor Ships (a) 158,800 — (a) Castor Ships: During the period ended December 31, 2021 and the six months ended June 30, 2022, Castor Ships provided the Toro Subsidiaries with commercial ship management, chartering and administrative services, including, but not limited to, securing employment for the vessels, arranging and supervising the vessels’ commercial functions, handling all vessel sale and purchase transactions, undertaking related shipping project and management advisory and support services, as well as other associated services requested from time to time by the Toro Subsidiaries (the “Ship Management Agreements”). In exchange for these services, the Toro Subsidiaries paid Castor Ships (i) a daily fee of $250 per vessel for the provision of the services under the Ship Management Agreements, (ii) a commission of 1.25% on all charter agreements arranged by Castor Ships and (iii) a commission of 1% on each vessel sale and purchase transaction. Effective July 1, 2022, Castor entered into an Amended and Restated Master Management Agreement with Castor Ships. Under such agreement, Castor Ships has agreed to provide Castor, including the Toro Subsidiaries, with a broad range of management services such as crew management, technical management, operational employment management, insurance management, provisioning, bunkering, accounting and audit support services, commercial, chartering and administrative services, including, but not limited to, securing employment for the Company’s fleet, arranging and supervising the vessels’ commercial operations, providing technical assistance where requested in connection with the sale of a vessel, negotiating loan and credit terms for new financing upon request and providing general corporate and administrative services, among other matters, which it may choose to subcontract to other parties at its discretion. Castor Ships shall generally not be liable to the Company for any loss, damage, delay or expense incurred during the provision of the foregoing services, except insofar as such events arise from Castor Ships or its employees’ fraud, gross negligence or willful misconduct (for which our recovery will be limited to two times the Flat Management Fee, as defined below). In exchange for these services, Castor, including the Toro Subsidiaries, pay Castor Ships (i) a flat quarterly management fee in the amount of $0.75 million for the management and administration of their business (the “Flat Management Fee”), (ii) a commission of 1.25% on all gross income received from the operation of their vessels, and (iii) a commission of 1% on each consummated sale and purchase transaction. In addition, each of Castor’s subsidiaries have agreed to pay Castor Ships a daily fee of $975 per tanker vessel for the provision of commercial and technical ship management services provided under the ship management agreements (the “Ship Management Fee”). The Ship Management Fee and Flat Management Fee will be adjusted annually for inflation on each anniversary of the effective date of the Amended and Restated Master Management Agreement. Castor will also reimburse Castor Ships for extraordinary fees and costs, such as the costs of extraordinary repairs, maintenance or structural changes to Castor’s vessels. The Amended and Restated Master Management Agreement has a term of eight years from its effective date and this term automatically renews for a successive eight-year term on each anniversary of the effective date, starting from the first anniversary of the effective date, unless the agreements are terminated earlier in accordance with the provisions contained therein, in which case the payment of a termination fee equal to seven times the total amount of the Flat Management Fee calculated on an annual basis may be due in certain circumstances. As part of the spin off of the Company, on March 7 2023, Toro entered into a master management agreement with Castor Ships with respect to its vessels in substantially the same form as Castor’s Amended and Restated Master Management Agreement. As of December 31, 2022, in accordance with the provisions of the Amended and Restated Master Management Agreement, Castor Ships had subcontracted to two third-party ship management companies the technical management of all the Company’s vessels. Castor Ships pays, at its own expense, the tanker third-party technical management companies a fee for the services it has subcontracted to them, without any additional cost to Castor. During the period ended December 31, 2021, and the year ended December 31, 2022, the Toro Subsidiaries were charged by Castor Ships with (i) management fees amounting to $ 545,250 and $ 1,856,100, respectively, which are included in Management fees to related parties in the accompanying combined carve-out statements of comprehensive (loss)/income, and (ii) charter hire commissions amounting to $372,037 and $1,437,276, respectively, which are included in ‘Voyage expenses’ in the accompanying combined carve-out statements of comprehensive (loss)/income. During the period ended December 31, 2021, Castor Ships charged the Toro Subsidiaries with sale and purchase commissions amounting to $1,094,000 which were capitalized under ‘Vessels, net’ in the accompanying combined carve-out balance sheet and during the year ended December 31, 2022, Castor Ships charged the Toro Subsidiaries with amount of $131,500, due to the sale of the vessel M/T Wonder Arcturus for a gross sale price of $13.15 million, which was included in ‘Gain on sale of vessel’ in the accompanying combined statements of comprehensive (loss)/income. Further, as of December 31, 2021, $158,800 was owed to Castor Ships in connection with the aforementioned services which is presented in ‘Due to related parties, current’ and as of December 31, 2022, $709,729 was owed to Castor Ships which is offset and presented in ‘Due from related parties, current’ in the accompanying combined carve-out balance sheet. In addition, part of the general and administrative expenses incurred by Castor has been allocated on a pro rata basis within General and administrative expenses of the Company based on the proportion of the number of ownership days of the Toro Subsidiaries’ vessels to the total ownership days of Castor’s fleet. These expenses consisted mainly of administration costs charged by Castor Ships, investor relations, legal, audit and consultancy fees. During the period ended December 31, 2021 and the year ended December 31, 2022, administration fees charged by Castor Ships to Castor that were allocated to the Company amounted to $326,642 and $624,087, respectively and are included in ‘General and administrative expenses’ in the accompanying combined carve-out statements of comprehensive (loss)/income. The Amended and Restated Master Management Agreement also provides for an advance funding equal to one month of vessel daily operating costs to be placed with Castor Ships as a working capital guarantee, refundable in case a vessel is no longer under Castor Ship’s management. As of December 31, 2022, such advances amounted to $1,708,474 and are presented in ‘Due from related parties, non-current’, in the accompanying combined balance sheet. In connection with the subcontracting services rendered by the third-party ship-management companies, the Company had, as of December 31, 2022, paid Castor Ships working capital guarantee deposits aggregating to the amount of $1,210,437 and a net amount of $57,619 was due from Castor Ships in relation to operating expenses payments made by it on behalf of Castor. As a result, as of December 31, 2022, the net amount of $558,327 (i.e net of $709,729 as mentioned above), was due from Castor Ships which is presented in ‘Due from related parties, current’ in the accompanying combined carve-out balance sheet. (b) Pavimar: During the period ended December 31, 2021 and the six months ended June 30, 2022, Pavimar provided the Toro Subsidiaries with a wide range of shipping services, including crew management, technical management, operational management, insurance management, provisioning, bunkering, vessel accounting and audit support services, which it could choose to subcontract to other parties at its discretion (the “Technical Management Agreements”) in exchange for which Pavimar was paid a daily fee of $600 per vessel. Effective July 1, 2022, the technical management agreements entered into between Pavimar and the Company’s tanker vessel owning subsidiaries were terminated by mutual consent. In connection with such termination, Pavimar and the tanker vessel owning subsidiaries agreed to mutually discharge and release each other from any past and future liabilities arising from the respective agreements. As of December 31, 2021 and through June 30, 2022, Pavimar had subcontracted the technical management of all tanker vessels and the operational management of six tanker vessels to third-party ship-management companies. These third-party management companies provided technical and operational management to the respective vessels for a fixed annual fee which was paid by Pavimar at its own expense. In connection with the subcontracting services rendered by the third-party ship-management companies, as of December 31, 2021, working capital guarantee deposits amounting to $1,310,437 were owed from Pavimar. As of December 31, 2021, $810,437 of these guarantee deposits is presented in ‘Due from related party, non-current’ and $500,000 is netted within ‘Due to related parties, current’. In addition, Pavimar and its subcontractor third-party managers made payments for operating expenses with funds paid from the Toro Subsidiaries to Pavimar. As of December 31, 2021, $2,819,913 was owed to Pavimar in relation to expenditures made by Pavimar on behalf of the Toro Subsidiaries. As a result, as of December 31, 2021, a net amount of $2,319,913 was due from the Company to Pavimar and its subcontracting third-party managers which are presented in ‘Due to related parties, current’, in the accompanying combined carve-out balance sheets. As of December 31, 2022 and taking into account the termination of technical management agreements with effect from July 1, 2022, there are no remaining obligations from Pavimar to the Company. During the period ended December 31, 2021 and the year ended December 31, 2022, management fees under the Technical Management Agreements amounted to $1,308,600 and $977,400, respectively, and are separately presented in ‘Management fees to related parties’ in the accompanying combined carve-out statements of comprehensive income (loss)/income. (c) Pool Agreement In the period between September 30, 2022, and December 12, 2022, all Aframax/LR2 tanker vessels, entered into a series of separate agreements with V8 Pool Inc., a member of Navig8 Group of companies, for the participation of the vessels in the V8 plus pool (the “V8 Plus Pool”), a pool operating Aframax tankers aged fifteen |
Deferred Charges, net
Deferred Charges, net | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Charges, net [Abstract] | |
Deferred Charges, net | 4. Deferred Charges, net: The movement in deferred charges net, which represents deferred dry-docking costs, in the accompanying combined carve-out balance sheets is as follows: Dry-docking costs Balance January 13, 2021 $— Additions 1,034,380 Amortization (165,463) Balance December 31, 2021 $868,917 Additions 2,479,526 Amortization (727,298) Balance December 31, 2022 $2,621,145 During the year ended December 31, 2022, two vessels in the Company’s fleet, the M/T Wonder Musica and M/T Wonder Avior |
Vessels, net
Vessels, net | 12 Months Ended |
Dec. 31, 2022 | |
Vessels, net [Abstract] | |
Vessels, net | 5. Vessels, net: (a) Vessels, net: The amounts in the accompanying combined carve-out balance sheets are analyzed as follows: Vessel Cost Accumulated depreciation Net Book Value Balance January 13, 2021 $— $— $— Acquisitions, improvements, and other vessel costs 111,754,934 — 111,754,934 Period depreciation — (3,668,654) (3,668,654) Balance December 31, 2021 111,754,934 (3,668,654) 108,086,280 Acquisitions, improvements, and other vessel costs 385,729 — 385,729 Vessel disposal (10,018,583) 599,930 (9,418,653) Period depreciation — (6,567,178) (6,567,178) Balance December 31, 2022 $102,122,080 $(9,635,902) $92,486,178 (b) Vessel Acquisitions and other Capital Expenditures: During the period ended December 31, 2021, the Company initiated its operations and agreed from time to time to acquire the seven Aframax/LR2 and two Handysize tankers comprising its tanker fleet as of December 31, 2021 (the “2021 Vessel Acquisitions”) for an aggregate cash consideration of $109.4 million in a number of separate transactions with unaffiliated third parties. All the 2021 Vessel Acquisitions were concluded on delivery during the period ended December 31, 2021 and were financed with the net contributions from Castor and the net debt proceeds further discussed under Note 6. All vessels except two were acquired charter free. The vessels Wonder Polaris Wonder Sirius Wonder Polaris Wonder Sirius The Company accounted for all its acquisitions as acquisition of assets, as the fair values of the vessels are concentrated in a single identifiable asset. During the year ended December 31, 2022, there were no acquisitions. The Company reviewed all its vessels for impairment, and none were found to be impaired at December 31, 2021 and December 31, 2022. (c) Vessels Disposal: Due to a favorable offer, on May 9, 2022, the Company entered into an agreement with an unaffiliated third party for the sale of the M/T Wonder Arcturus As of December 31, 2022, two vessels in the Company’s fleet having an aggregate carrying value of $24.8 million were first priority mortgaged as security for their respective loan facility (Note 6). |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 6. Long-Term Debt: The amounts of long-term debt shown in the accompanying combined carve-out balance sheets of December 31, 2021 and December 31, 2022, are analyzed as follows: Loan facilities Borrowers As of December 31, 2021 As of December 31, 2022 $18.0 Million Term Loan Facility Rocket- Gamora 16,300,000 13,250,000 Total long-term debt $16,300,000 $13,250,000 Less: Deferred financing costs (300,257) (180,526) Total long-term debt, net of deferred finance costs 15,999,743 13,069,474 Presented: Current portion of long-term debt $3,050,000 $2,700,000 Less: Current portion of deferred finance costs (119,731) (93,698) Current portion of long-term debt, net of deferred finance costs $2,930,269 $2,606,302 Non-Current portion of long-term debt 13,250,000 10,550,000 Less: Non-Current portion of deferred finance costs (180,526) (86,828) Non-Current portion of long-term debt, net of deferred finance costs $13,069,474 $10,463,172 $18.0 Million Term Loan Facility On April 27, 2021, Rocket and Gamora, entered into a $18.0 million senior secured term loan facility with Alpha Bank S.A. The facility was drawn down in two tranches on May 7, 2021. This facility has a term of four years from the drawdown date, bears interest at a margin over LIBOR per annum and is repayable in (a) sixteen (16) quarterly instalments (1 to 4 in the amount of $850,000 and 5 to 16 in the amount of $675,000) and (b) a balloon installment in the amount of $6.5 million, such balloon instalment payable at maturity together with the last repayment instalment. The above facility is secured by first preferred mortgage and first priority general assignment covering earnings, insurances and requisition compensation over the vessels owned by the borrowers, (the Wonder Sirius Wonder Polaris During the year ended December 31, 2022, the Company did not enter into any new or amended loan agreements and made scheduled principal repayments amounting to $3.1 million with respect to its $18.0 Million Term Loan Facility. As of December 31, 2022, the borrowers were in compliance with all financial covenants prescribed in the above debt agreement. Restricted cash as of December 31, 2021 and December 31, 2022, non-current, comprises $0.7 million of minimum liquidity deposits required pursuant to the $18.0 Million Term Loan Facility. The annual principal payments for the Toro Subsidiaries’ outstanding debt arrangement as of December 31, 2022, required to be made after the balance sheet date, are as follows: Twelve-month period ending December 31, Amount 2023 $2,700,000 2024 2,700,000 2025 7,850,000 Total long-term debt $13,250,000 The weighted average interest rate on long-term debt for the period ended December 31, 2021 and the year ended December 31, 2022, was 3.3% and 4.9%, respectively. Total interest incurred on long-term debt for the period ended December 31, 2021, and the year ended December 31, 2022, amounted to $383,186 and $719,105, respectively, and is included in Interest and finance costs (Note 11) in the accompanying combined carve-out statements of comprehensive (loss)/income.) |
Financial Instruments and Fair
Financial Instruments and Fair Value Disclosures | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments and Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Disclosures | 7. Financial Instruments and Fair Value Disclosures: The principal financial assets of the Company consist of cash at banks, restricted cash, trade accounts receivable and amounts due from related parties. The principal financial liabilities of the Company consist of trade accounts payable, amounts due to related parties and long-term debt. The following methods and assumptions were used to estimate the fair value of each class of financial instruments: • Cash and cash equivalents, accounts receivable trade, net, amounts due from/to related party/(ies) and accounts payable: • Long-term debt: Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents, due from related parties 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. |
Toro Corp. [Member] | |
Financial Instruments and Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Disclosures | 3. Financial Instruments and Fair Value Disclosures: The principal financial liabilities of the Company consist of cash overdraft. • The carrying value reported of Cash overdraft is a reasonable estimate of its fair value due to short-term maturity and is considered Level 1 item in fair value hierarchy. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 8. 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 combined carve-out 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. Currently, management is not aware of any such claims or contingent liabilities that should be disclosed or for which a provision should be established in the accompanying combined carve-out 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 Contracts for BWTS Installation As of December 31, 2022, there are commitments relating to two installations expected to be concluded during 2024. It is estimated that the remaining contractual obligations related to these purchases, excluding installation costs, will be on aggregate approximately €1.2 million (or $1.3 million on the basis of a Euro/US Dollar exchange rate of €1.0000/$1.06749 as of December 31, 2022), all of which are due in 2024. These costs will be capitalized and depreciated over the remainder of the life of each vessel. |
Vessel Revenues
Vessel Revenues | 12 Months Ended |
Dec. 31, 2022 | |
Vessel Revenues [Abstract] | |
Vessel Revenues | 9. Vessel Revenues: The Company generates its revenues from time charters, voyage contracts and pool arrangements. The Company typically enters into time charters ranging from one month to twelve months and in isolated cases on 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 protective restrictions discussed below. Time charter agreements may have extension options that range over certain time periods, usually 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. Vessels are also chartered under voyage charters, where a contract is made for the use of a vessel under which the Company is paid freight on the basis of transporting cargo from a loading port to a discharge port. Depending on charterparty terms, freight can be fully prepaid, or be paid upon reaching the discharging destination upon delivery of the cargo, at the discharging destination but before discharging, or during a ship’s voyage. As of December 31, 2022, the Company employed all of its vessels in pools. The main objective of pools is to enter into arrangements for the employment and operation of the pool vessels, so as to secure for the pool participants the highest commercially available earnings per vessel on the basis of pooling the revenue and expenses of the pool vessels and dividing it between the pool participants based on the terms of the pool agreement. The Company typically enters into pool arrangements for a minimum period of six months, subject to certain rights of suspension and/or early termination. As of December 31, 2022, and December 31, 2021, trade accounts receivable, net, related to voyage charters, amounted to $2,462,714 and $3,046,863, respectively. This decrease by $584,149 trade accounts receivable, net was mainly attributable to the timing of collections. As of December 31, 2021, and December 31, 2022, deferred assets related to voyage charters were $25,335 and $0, respectively, and are presented under ‘Deferred charges’ (Current) in the accompanying combined carve-out balance sheets. This change was mainly attributable to the timing of commencement of revenue recognition. The unamortized portion of deferred assets as of December 31, 2021, amounting to $25,335 was recognized as revenue in the first quarter of 2022. |
Vessel Operating and Voyage Exp
Vessel Operating and Voyage Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Vessel Operating and Voyage Expenses [Abstract] | |
Vessel Operating and Voyage Expenses | 10. Vessel Operating and Voyage Expenses: The amounts in the accompanying combined carve-out statements of comprehensive (loss)/income are analyzed as follows: Period ended December 31, Year ended December 31, Voyage expenses 2021 2022 Brokerage commissions 521,052 1,661,958 Brokerage commissions- related party 372,037 1,437,276 Port & other expenses 3,916,046 5,794,018 Bunkers consumption 6,251,624 20,430,020 Gain on bunkers (1,241) (3,858) Total Voyage expenses $11,059,518 $29,319,414 Period ended December 31, Year ended December 31, Vessel Operating Expenses 2021 2022 Crew & crew related costs 7,037,784 12,315,509 Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling 3,166,746 4,892,750 Lubricants 601,049 1,058,930 Insurances 875,873 1,434,441 Tonnage taxes 147,569 342,796 Other 532,850 1,663,864 Total Vessel operating expenses $12,361,871 $21,708,290 |
Interest and Finance Costs
Interest and Finance Costs | 12 Months Ended |
Dec. 31, 2022 | |
Interest and Finance Costs [Abstract] | |
Interest and Finance Costs | 11. Interest and Finance Costs: The amounts in the accompanying combined carve-out statements of comprehensive (loss)/income are analyzed as follows: Period ended December 31, Year ended December 31, 2021 2022 Interest on long-term debt $383,186 $719,105 Amortization of deferred finance charges 94,789 119,731 Other finance charges 28,037 63,736 Total $506,012 $902,572 |
Toro Corp. [Member] | |
Interest and Finance Costs [Abstract] | |
Interest and Finance Costs | 4. Interest and Finance Costs: The amount of $32 which is presented in the statement of comprehensive loss is related to bank charges. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Information [Abstract] | |
Segment Information | 12. Segment Information: The table below presents information about the Company’s reportable segments for the period ended December 31, 2021 and the year ended December 31, 2022 and as at December 31, 2021 and December 31, 2022. The accounting policies followed in the preparation of the reportable segments are the same as those followed in the preparation of the Company’s combined carve-out financial statements. Segment results are evaluated based on (loss)/income from operations. Period Ended December 31, 2021 Year Ended December 31, 2022 Aframax tanker segment Handysize tanker segment Total Aframax tanker segment Handysize tanker segment Total - Time charter revenues $9,115,257 $— $9,115,257 13,656,027 $— 13,656,027 - Voyage charter revenues 15,002,012 — 15,002,012 51,805,097 — 51,805,097 - Pool revenues 2,442,144 2,704,855 5,146,999 30,787,088 15,637,653 46,424,741 Total vessel revenues $26,559,413 $2,704,855 $29,264,268 $96,248,212 $15,637,653 $111,885,865 Voyage expenses (including charges from related parties) (11,003,925) (55,593) (11,059,518) (29,100,348) (219,066) (29,319,414) Vessel operating expenses (9,776,724) (2,585,147) (12,361,871) (17,386,009) (4,322,281) (21,708,290) Management fees to related parties (1,433,950) (419,900) (1,853,850) (2,167,000) (666,500) (2,833,500) Provision for doubtful accounts — — — (266,732) — (266,732) Depreciation and amortization (3,087,764) (746,353) (3,834,117) (5,889,352) (1,405,124) (7,294,476) Gain on sale of vessel — — — 3,222,631 — 3,222,631 Segments operating (loss)/income $1,257,050 $(1,102,138) $154,912 $44,661,402 $9,024,682 $53,686,084 Interest and finance costs (506,012) (902,572) Interest income 652 202,612 Foreign exchange gains/(losses) 15,327 (6,181) Less: Unallocated corporate general and administrative expenses (889,096) (2,093,347) Net (loss)/income and comprehensive (loss)/income, before taxes $(1,224,217) $50,886,596 A reconciliation of total segment assets to total assets presented in the accompanying combined carve-out balance sheets of December 31, 2021, and December 31, 2022, is as follows: As of December 31, 2021 As of December 31, 2022 Aframax/LR2 tanker segment $104,953,507 $134,093,677 Handysize tanker segment 19,093,379 23,385,458 Total combined assets $124,046,886 $157,479,135 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | 13. Income Taxes: The Toro Subsidiaries are incorporated under the laws of the Republic of the Marshall Islands, and they are not subject to income taxes in the Republic of the Marshall Islands. The Toro Subsidiaries are subject to registration and tonnage taxes, which have been included in Vessel operating expenses in the accompanying combined carve-out statement of comprehensive (loss)/income. Pursuant to §883 of the Internal Revenue Code of the United States (the “Code”), U.S. source income from the international operation of ships is generally exempt from U.S. Federal income tax on such income if the company meets the following requirements: (a) the company is organized in a foreign country that grants an equivalent exception to corporations organized in the U. S. and (b) either (i) more than 50 percent of the value of the company’s stock is owned, directly or indirectly, by individuals who are “residents” of the company’s country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the U.S. (the “50% Ownership Test”) or (ii) the company’s stock is “primarily and regularly traded on an established securities market” in its country of organization, in another country that grants an “equivalent exemption” to U.S. corporations, or in the U.S. (the “Publicly-Traded Test”). Marshall Islands, the jurisdiction where the Toro Subsidiaries are incorporated, grants an equivalent exemption to United States corporations. Therefore, the Company is exempt from United States federal income taxation with respect to U.S.-source shipping income if either the 50% Ownership Test or the Publicly Traded Test is met. In the Company’s case, it expects that it would satisfy the Publicly-Traded Test if its common shares represented more than 50% of the voting power of its stock, and it can establish that nonqualified shareholders cannot exercise voting control over the corporation because a qualified shareholder controls the non-traded voting stock. The Company therefore believes its stock structure, when considered by the U.S. Treasury in light of the Publicly-Traded Test enunciated in the regulations, satisfies the intent and purpose of the exemption. This position is uncertain and was disclosed to the Internal Revenue Service when the Company filed its U.S. tax returns for 2021. It will be disclosed again when the Company files its U.S. tax returns for 2022. Because the position stated above is uncertain, the Company has recorded a provision of $206,174 for the period ended December 31, 2021 and $960,181 for the year ended December 31, 2022 for U.S. source gross transportation income tax in the accompanying combined carve-out statement of comprehensive income. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events: Completion of the Spin-Off : On March 7, 2023, Castor completed the spin-off of the Company. On that day, Castor distributed all of the Company’s common shares outstanding to its holders of common stock of record at the close of business on February 22, 2023 at a ratio of one Company common share for every ten Castor common shares. As part of the spin-off, the Company entered into various other agreements effecting the separation of its business from Castor including a master management agreement with Castor Ships with respect to its vessels in substantially the same form as the Castor’s Master Management Agreement for its vessels and a Contribution and Spin-Off Distribution Agreement, pursuant to which, among other things, (i) the Company agreed to indemnify Castor for any and all obligations and other liabilities arising from or relating to the operation, management or employment of the vessels contributed to it or its vessel-owning subsidiaries and Castor agreed to indemnify the Company and its vessel-owning subsidiaries for any and all obligations and other liabilities arising from or relating to the operation, management or employment of vessels or subsidiaries that Castor retains after the Distribution Date, and (ii) the Company replaced Castor as guarantor under the $18.0 Million Term Loan Facility. The Contribution and Spin-Off Distribution Agreement also provided for the settlement or extinguishment of certain liabilities and other obligations between the Company and Castor and provides to Castor with certain registration rights relating to Company’s common shares, if any, issued upon conversion of Company’s Series A preferred shares issued to Castor in connection with the spin-off. |
Toro Corp. [Member] | |
Subsequent Events [Abstract] | |
Subsequent Events | 5. Subsequent Events: (a) Increase in Authorized Capital Stock: On March 2, 2023 the Company’s articles of incorporation were amended to increase the Company’s authorized common shares to 3.9 billion common shares, each with par value $0.001 per share, and 0.1 billion preferred shares, each with par value $0.001 per share (b) Completion of the Spin-Off: On March 7, 2023, (“Distribution Date”) Castor completed the Spin-Off of the Company based on the terms approved by the independent disinterested directors of Castor approved, and the recommendation of the Special Committee on November 15, 2022 and December 30, 2022 . In connection with of the Spin-Off, the following was completed on March 7 , 2023: • the contribution to the Company of the Castor’s eight tanker-owning subsidiaries (each owning one tanker vessel) and an additional subsidiary formerly owning the M/T Wonder Arcturus (the “Toro subsidiaries”); • in exchange for: ○ 9,461,009 common shares of Toro’s common stock, par value $0.001 per share (the “Toro common shares”); ○ 140,000 shares of the Company’s 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares (the “Toro Series A Preferred Shares”), with a cumulative preferred distribution accruing initially at a rate of 1.00% per annum on the stated amount of $1,000 per share, all of which would be retained by Castor after the Spin-Off; and ○ the issuance of 40,000 Series B Preferred Shares (the “Toro Series B Preferred Shares”), each carrying 100,000 votes on all matters on which Company’s shareholders are entitled to vote but no economic rights, to Pelagos, a company controlled by Company’s and Castor’s Chairman and Chief Executive Officer, against payment of their nominal value of $0.001 per Toro Series B Preferred Share. The Toro Series A Preferred Shares retained by the Castor have an initial aggregate stated amount of $140,000,000. The Toro Series A Preferred Shares are convertible, in whole or in part, at their holder’s option, to Toro common shares from and after the third anniversary of their issue date and prior to the seventh anniversary of such date at the lower of (i) 150% of the volume weighted average price (“VWAP”) of Toro’s common shares over the five On the Distribution Date, Castor distributed all of the Company common shares outstanding to its holders of common stock of record at the close of business on February 22, 2023 (the “Record Date”). Shareholders of Castor received one Toro common share for every ten shares of the Castor’s common stock owned at the Record Date. 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 the Castor’s Master Management Agreement for its vessels. The vessel management agreements with Castor Ships previously entered into for each of the vessels by the applicable vessel-owning Toro Subsidiary will remain in effect for each such vessel. In addition, as part of the Spin-Off, the Company entered into various other agreements effecting the separation of its business from Castor including a Contribution and Spin-Off Distribution Agreement, pursuant to which, among other things, (i) Castor agreed to indemnify the Company and its vessel-owning subsidiaries for any and all obligations and other liabilities arising from or relating to the operation, management or employment of vessels or subsidiaries Castor retains after the Distribution Date and Company agreed to indemnify Castor for any and all obligations and other liabilities arising from or relating to the operation, management or employment of the vessels contributed to it or its vessel-owning subsidiaries, and (ii) the Company agreed to replace Castor as guarantor under the $18.0 Million Term Loan Facility upon completion of the Spin-Off. The Contribution and Spin-Off Distribution Agreement also provided for the settlement or extinguishment of certain liabilities and other obligations between Castor and Toro and provides Castor with certain registration rights relating to Toro’s common shares, if any, issued upon conversion of the Toro Series A preferred shares issued to Castor in connection with the Spin-Off. Following the successful completion of the Spin Off Toro will reimburse Castor for expenses related to the Spin off that have been incurred by Castor, provided that Toro will not reimburse Castor for any of these expenses that were incurred or paid by any of the Toro subsidiaries of Castor up to March 7, 2023. |
Significant Accounting Polici_2
Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies and Recent Accounting Pronouncements [Abstract] | |
Use of Estimates | Use of estimates The preparation of the accompanying combined carve-out financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include vessel valuations, the valuation of amounts due from charterers, residual value and the useful life of the vessels. Actual results may differ from these estimates. |
Other Comprehensive Income/(Loss) | Other comprehensive income/(loss) The Company follows the accounting guidance relating to comprehensive income/(loss), which requires separate presentation of certain transactions that are recorded directly as components of net parent investment. The Company has no other comprehensive loss items and, accordingly, comprehensive loss equals net income/ (loss) for the periods presented. |
Foreign Currency Translation | Foreign currency translation The Company’s reporting and functional currency is the U.S. Dollar (“USD”). Transactions incurred in other currencies are translated into USD using the exchange rates in effect at the time of the transactions. At the balance sheet date, monetary assets and liabilities that are denominated in other currencies are translated into USD to reflect the end-of-period exchange rates and any gains or losses are included in the statement of comprehensive loss. |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash may comprise of (i) minimum liquidity collateral requirements or minimum required cash deposits that are required to be maintained under the Company’s financing arrangements, (ii) cash deposits in so-called “retention accounts” which may only be used as per the Company’s borrowing arrangements for the purpose of serving the loan installments coming due or, (iii) other cash deposits required to be retained until other specified conditions prescribed in the Company’s debt agreements are met. In the event that the obligation to maintain such deposits is expected to elapse within the next operating cycle, these deposits are classified as current assets. Otherwise, they are classified as non-current assets. |
Accounts Receivable Trade, Net | Accounts receivable trade, net The amount shown as trade receivables, net, at the balance sheet date, includes receivables from charterers for hire, freight, pool revenue, and other potential sources of income (such as ballast bonus compensation and/or holds cleaning compensation, etc.) under the Company’s charter contracts and/or pool arrangements, net of any provision for doubtful accounts. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. No provision for doubtful accounts was recorded as of December 31, 2021. As of December 31, 2022, a provision for doubtful accounts of $266,732 is recorded. |
Inventories | Inventories Inventories consist of bunkers, lubricants and provisions on board each vessel. Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price less reasonably predictable costs of disposal and transportation. Cost is determined by the first in, first out method. Inventories consist of bunkers during periods when vessels are unemployed, undergoing dry-docking or special survey, in which case, they are also stated at the lower of cost or net realizable value and cost is also determined by the first in, first out method. |
Intangible Assets/Liabilities Related to Time Charters Acquired | Intangible Assets/Liabilities Related to Time Charters Acquired When and where the Company identifies any assets or liabilities associated with the acquisition of a vessel, the Company records all such identified assets or liabilities at fair value. Fair value is determined by reference to market data obtained by independent broker’s valuations. The valuations reflect the fair value of the vessel with and without the attached time charter and the cost of the acquisition is then allocated to the vessel and the intangible asset or liability on the basis of their relative fair values. The intangible asset or liability is amortized as an adjustment to revenues over the assumed remaining term of the acquired time charter and is classified as non-current asset or liability, as applicable, in the accompanying balance sheet. |
Insurance Claims | Insurance Claims The Company records insurance claim recoveries for insured losses incurred on damage to fixed assets, for insured crew medical expenses and for loss of hire for certain of its vessels that maintain such kind of insurance. Insurance claim recoveries are recorded, net of any deductible amounts, at the time when (i) the Company’s vessels suffer insured damages or at the time when crew medical expenses are incurred, (ii) recovery is probable under the related insurance policies, (iii) the Company can estimate the amount of such recovery following submission of the insurance claim and (iv) provided that the claim is not subject to litigation. |
Vessels, Net | Vessels, net Vessels, net are stated at cost net of accumulated depreciation. The cost of a vessel consists of the contract price plus any direct expenses incurred upon acquisition, including improvements, delivery expenses and other expenditures to prepare the vessel for its intended use which is to provide worldwide integrated transportation services. Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of a vessel; otherwise these amounts are charged to expense as incurred. |
Vessels' Depreciation | Vessels’ depreciation Depreciation is computed using the straight-line method over the estimated useful life of a vessel, after considering the estimated salvage value. Each vessel’s salvage value is equal to the product of its lightweight tonnage and estimated scrap rate. Salvage values are periodically reviewed and revised, if needed, to recognize changes in conditions, new regulations or for other reasons. Revisions of salvage value affect the depreciable amount of the vessels and affect depreciation expense in the period of the revision and future periods. Management estimates the useful life of its vessels to be 25 years from the date of initial delivery from the shipyard, whereas, secondhand vessels are depreciated from the date of their acquisition through their remaining estimated useful life. |
Impairment of Long Lived Assets | Impairment of long lived assets The Company reviews its vessels for impairment whenever events or changes in circumstances indicate that the carrying amount of a vessel may not be recoverable. When the estimate of future undiscounted cash flows expected to be generated by the use of a vessel is less than its carrying amount, the Company evaluates the vessel for an impairment loss. Measurement of the impairment loss is based on the fair value of the vessel in comparison to its carrying value, including any related intangible assets and liabilities. In this respect, management regularly reviews the carrying amount of its vessels in connection with their estimated recoverable amount. |
Dry-Docking and Special Survey Costs | Dry-docking and special survey costs 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. Costs deferred are limited to actual costs incurred at the yard and parts used in the dry-docking or special survey. Costs deferred include expenditures incurred relating to shipyard costs, hull preparation and painting, inspection of hull structure and mechanical components, steelworks, machinery works, and electrical works as well as lodging and subsistence of personnel sent to the yard site to supervise. If a dry-dock and/or a special survey is performed prior to its scheduled date, the remaining unamortized balance is immediately expensed. Unamortized balances of vessels that are sold are written-off and included in the calculation of the resulting gain or loss in the period of a vessel’s sale. The amortization charge related to dry-docking costs and special survey costs is presented within Depreciation and amortization in the accompanying combined carve-out statement of comprehensive loss. |
Revenues Related to Time Charter and Pool Contracts | Revenues related to time charter contracts The Company accounts for its time charter contracts as operating leases pursuant to ASC 842 “Leases”. The Company has determined that the non-lease component in its time charter contracts relates to services for the operation of the vessel, which comprise of crew, technical and safety services, among others. The Company further elected to adopt the practical expedient that provides it with the discretion to recognize lease revenue as a combined single lease component for all time charter contracts (operating leases) since it determined that the related lease component and non-lease component have the same timing and pattern of transfer and the predominant component is the lease. The Company qualitatively assessed that more value is ascribed to the use of the asset (i.e., the vessel) rather than to the services provided under the time charter agreements. Lease revenues are recognized on a straight-line basis over the non-cancellable rental periods of such charter agreements, as rental service is provided, beginning when a vessel is delivered to the charterer until it is redelivered back to the Company, and is recorded as part of vessel revenues in the Company’s statement of comprehensive income/(loss). Revenues generated from variable lease payments are recognized in the period when changes in facts and circumstances on which the variable lease payments are based occur. Deferred revenue includes (i) cash received prior to the balance sheet date for which all criteria to recognize as lease revenue have not yet been met as at the balance sheet date and, accordingly, is related to revenue earned after such date and (ii) deferred contract revenue such as deferred ballast compensation earned as part of a lease contract. Lease revenue is shown net of commissions payable directly to charterers under the relevant time charter agreements. Charterers’ commissions represent discount on services rendered by the Company and no identifiable benefit is received in exchange for the consideration provided to the charterer. Apart from the agreed hire rate, the owner may be entitled to additional income, such as ballast bonus, which is considered as reimbursement of owner’s expenses and is recognized together with the lease component over the duration of the charter. The Company made an accounting policy election to recognize the related ballast costs, which mainly consist of bunkers, incurred over the period between the charter party date or the prior redelivery date (whichever is latest) and the delivery date to the charterer, as contract fulfillment costs (please also refer to Voyage expenses below). |
Revenue Related to Voyage Charter Contracts | Revenues related to voyage charter contracts The Company accounts for its voyage charter contracts following the provisions of ASC 606, Revenue from contracts with customers The Company assessed the provisions of ASC 606 and concluded that there is one single performance obligation when accounting for its voyage charters, which is to provide the charterer with an integrated cargo transportation service within a specified period of time. In addition, the Company has concluded that voyage charter contracts meet the criteria to recognize revenue over time as the charterer simultaneously receives and consumes the benefits of the Company’s performance. As a result of the foregoing, voyage revenue derived from voyage charter contracts is recognized from the time when a vessel arrives at the load port until completion of cargo discharge. Demurrage income, which is considered a form of variable consideration, is included in voyage revenues, and represents payments by the charterer to the vessel owner when loading or discharging time exceeds the stipulated time in the voyage charter agreements. Under a voyage charter agreement, the Company incurs and pays for certain voyage expenses, primarily consisting of bunkers consumption, brokerage commissions, port and canal costs. |
Voyage Expenses | Voyage expenses Voyage expenses, consist of: (a) port, canal and bunker expenses unique to a particular charter that the Company incurs primarily when its vessels operate under voyage charter arrangements or during repositioning periods, and (b) brokerage commissions. All voyage expenses are expensed as incurred, except for contract fulfilment costs which are capitalized to the extent the Company, in its reasonable judgement, determines that they (i) are directly related to a contract, (ii) will be recoverable and (iii) enhance the Company’s resources by putting the Company’s vessel in a location to satisfy its performance obligation under a contract pursuant to the provisions of ASC 340-40 “Other assets and deferred costs”. These capitalized contract costs are amortized on a straight-line basis as the related performance obligations are satisfied. Costs to fulfill the contract prior to arriving at the load port primarily consist of bunkers which are deferred and amortized during the voyage period. These capitalized contract fulfilment costs are recorded under “Deferred charges, net” in the accompanying balance sheet. At the inception of a time charter, the Company records the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a bunker gain or loss within voyage expenses. |
Accounting for Financial Instruments | Accounting for Financial Instruments The principal financial assets of the Company consist of cash and cash equivalents, restricted cash, amounts due from related parties and trade receivables, net. The principal financial liabilities of the Company consist of trade and other payables, accrued liabilities, long-term debt and amounts due to related parties. |
Fair Value Measurements | Fair value measurements The Company follows the provisions of ASC 820, “Fair Value Measurements and Disclosures” which defines, and provides guidance as to the measurement of fair value. ASC 820 creates a hierarchy of measurement and indicates that, when possible, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy gives the highest priority (Level 1) to quoted prices in active markets and the lowest priority (Level 3) to unobservable data, for example, the reporting entity’s own data. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy. |
Repairs and Maintenance | Repairs and Maintenance All repair and maintenance expenses including underwater inspection expenses are expensed in the period incurred. Such costs are included in Vessel operating expenses in the accompanying combined carve-out statement of comprehensive loss. |
Segment Reporting | Segment Reporting The Company engages in the operation of Aframax/LR2 and Handysize tanker vessels which have been identified as two reportable segments as a result of the different characteristics of these two asset classes. The reportable segments reflect the internal organization of the Company and the way the chief operating decision maker reviews the operating results and allocates capital within the Company. The accounting policies applied to the reportable segments are the same as those used in the preparation of the Company’s financial statements. When the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographic information is impracticable. |
Financing Costs | Financing Costs Costs associated with long-term debt, 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 debt financing or refinancing, or any unamortized portion thereof, are presented by the Company as a reduction of long-term debt. Such fees are deferred and amortized in interest and finance costs during the life of the related debt instrument using the effective interest method. Any unamortized balance of costs relating to loans repaid or refinanced is expensed in interest and finance costs in the period in which the repayment or refinancing occurs, in accordance with the debt extinguishment guidance. Any unamortized balance of costs relating to refinanced long-term debt is deferred and amortized over the term of the credit facility in the period that such refinancing occurs, subject to the provisions of the accounting guidance prescribed under 470-50, Debt—Modifications and Extinguishments. |
Commitments and Contingencies | Commitments and contingencies Commitments are recognized when the Company has a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle this obligation, and a reliable estimate of the amount of the obligation can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the present value of the expenditure expected to be required to settle the obligation. Contingent liabilities are not recognized in the financial statements but are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the financial statements but are disclosed when an inflow of economic benefits is probable. Assets held for sale: The Company classifies a group of assets as being held for sale when all of the following criteria, enumerated under ASC 360 “Property, Plant, and Equipment”, are met: (i) management has committed to a plan to sell the assets; (ii) the assets are available for immediate sale in their present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (iv) the sale of the assets is probable, and transfer of the assets is expected to qualify for recognition as a completed sale within one year; (v) the assets are being actively marketed for sale at a price that is reasonable in relation to their current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long-lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell. The resulting difference, if any, is recorded under “Impairment loss” in the combined carve-out statements of comprehensive (loss)/income. An asset ceases being depreciated once it meets the held for sale classification criteria. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s combined carve-out financial statements. |
Toro Corp. [Member] | |
Significant Accounting Policies and Recent Accounting Pronouncements [Abstract] | |
Use of Estimates | Use of estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include vessel valuations, the valuation of amounts due from charterers, residual value and the useful life of the vessels. Actual results may differ from these estimates. |
Other Comprehensive Income/(Loss) | Other comprehensive income/(loss) The Company follows the accounting guidance relating to consolidated comprehensive income/(loss), which requires separate presentation of certain transactions that are recorded directly as components in Stockholder’s deficit. The Company has no other comprehensive loss items and, accordingly, comprehensive loss equals net income/ (loss) for the period presented. |
Foreign Currency Translation | Foreign currency translation The Company’s reporting and functional currency is the U.S. Dollar (“USD”). Transactions incurred in other currencies are translated into USD using the exchange rates in effect at the time of the transactions. At the balance sheet date, monetary assets and liabilities that are denominated in other currencies are translated into USD to reflect the end-of-period exchange rates and any gains or losses are included in the statement of comprehensive loss. |
Loss Per Share | Loss Per Share The computation of basic loss per share is based on the weighted average number of common stock outstanding during the period. The computation of basic loss per share is calculated by dividing by the weighted average number of shares. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Basis of Presentation and Gen_2
Basis of Presentation and General Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation and General Information [Abstract] | |
Vessel Owning Subsidiaries | The Toro Subsidiaries which are included in the Company’s combined carve-out financial statements for the periods presented are listed below. Toro Subsidiaries: Company Country of incorporation Date of incorporation Vessel Name DWT Year Built Delivery date to Vessel owning company 1 Rocket Shipping Co. (“Rocket”) Marshall Islands 01/13/2021 M/T Wonder Polaris 115,351 2005 March 11, 2021 2 Gamora Shipping Co. (“Gamora”) Marshall Islands 01/13/2021 M/T Wonder Sirius 115,341 2005 March 22, 2021 3 Starlord Shipping Co. (“Starlord”) Marshall Islands 04/15/2021 M/T Wonder Vega 106,062 2005 May 21, 2021 4 Hawkeye Shipping Co. (“Hawkeye”) Marshall Islands 04/27/2021 M/T Wonder Avior 106,162 2004 May 27, 2021 5 Elektra Shipping Co. (“Elektra”) Marshall Islands 04/27/2021 M/T Wonder Arcturus(1) 106,149 2002 May 31, 2021 Company Country of incorporation Date of incorporation Vessel Name DWT Year Built Delivery date to Vessel owning company 6 Vision Shipping Co. (“Vision”) Marshall Islands 04/27/2021 M/T Wonder Mimosa 36,718 2006 May 31, 2021 7 Colossus Shipping Co. (“Colossus”) Marshall Islands 04/27/2021 M/T Wonder Musica 106,290 2004 June 15, 2021 8 Xavier Shipping Co. (“Xavier”) Marshall Islands 04/27/2021 M/T Wonder Formosa 36,660 2006 June 22, 2021 9 Drax Shipping Co. (“Drax”) Marshall Islands 11/22/2021 M/T Wonder Bellatrix 115,341 2006 December 23, 2021 (1) On May 9, 2022, the Company entered into an agreement with an unaffiliated third party for the sale of the M/T Wonder Arcturus |
Revenue from Charterers | Charterers or pool managers that individually accounted for more than 10% of the Company’s total vessel revenues (as percentages of total vessel revenues), were as follows: Charterer/Pool manager Period Ended December 31, 2021 Year Ended December 31, 2022 A 31% —% B 17% —% C —% 17% D —% 14% E —% 11% Total 48% 42% |
Toro Corp. [Member] | |
Basis of Presentation and General Information [Abstract] | |
Vessel Owning Subsidiaries | The Tanker Fleet contributed by Castor to Toro on March 7, 2023, is listed below. Company Country of incorporation Date of incorporation Vessel Name Vessel Type DWT Year Built Delivery date to Vessel owning company 1 Rocket Shipping Co. (“Rocket”) Marshall Islands 01/13/2021 M/T Wonder Polaris Aframax LR2 115,351 2005 March 11, 2021 2 Gamora Shipping Co. (“Gamora”) Marshall Islands 01/13/2021 M/T Wonder Sirius Aframax LR2 115,341 2005 March 22, 2021 3 Starlord Shipping Co. (“Starlord”) Marshall Islands 04/15/2021 M/T Wonder Vega Aframax 106,062 2005 May 21, 2021 4 Hawkeye Shipping Co. (“Hawkeye”) Marshall Islands 04/27/2021 M/T Wonder Avior Aframax LR2 106,162 2004 May 27, 2021 5 Vision Shipping Co. (“Vision”) Marshall Islands 04/27/2021 M/T Wonder Mimosa Handysize 36,718 2006 May 31, 2021 6 Colossus Shipping Co. (“Colossus”) Marshall Islands 04/27/2021 M/T Wonder Musica Aframax LR2 106,290 2004 June 15, 2021 7 Xavier Shipping Co. (“Xavier”) Marshall Islands 04/27/2021 M/T Wonder Formosa Handysize 36,660 2006 June 22, 2021 8 Drax Shipping Co. (“Drax”) Marshall Islands 11/22/2021 M/T Wonder Bellatrix Aframax LR2 115,341 2006 December 23, 2021 |
Non-Vessel Owning Subsidiaries | Non-vessel owning company contributed by Castor to Toro on March 7, 2023 is listed below. Company Country of incorporation Date of incorporation 1 Elektra Shipping Co. (“Elektra”) (1) Marshall Islands 04/27/2021 (1) Elektra Shipping Co., no longer owns any vessel following the sale of the M/T Wonder Arcturus on May 9, 2022, and delivery of such vessel to an unaffiliated third-party on July 15, 2022. |
Transactions with Related Par_2
Transactions with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Transactions with Related Parties [Abstract] | |
Transactions with Related Parties | During the period ended December 31, 2021, and the year ended December 31, 2022, the Company incurred the following charges in connection with related party transactions, which are included in the accompanying combined carve-out financial statements: Period ended December 31, Year ended December 31, 2021 2022 Management fees-related parties Management fees – Pavimar (b) $1,308,600 $ 977,400 Management fees – Castor Ships (a) 545,250 1,856,100 Included in Voyage expenses Charter hire commissions – Castor Ships (a) $ 372,037 $1,437,276 Included in General and administrative expenses Administration fees – Castor Ships (a) $ 326,642 $ 624,087 Included in Gain on sale of vessel Sale & purchase commission – Castor Ships (a) $ — $ 131,500 As of December 31, 2021, and December 31, 2022, balances with related parties consisted of the following: December 31, 2021 December 31, 2022 Assets: Due from Pavimar (b) – current $ — $ — Due from Pavimar (b) – non-current 810,437 — Due from Castor Ships (a) – current — 558,327 Due from Castor Ships (a) – non-current — 1,708,474 Liabilities: Due to Pavimar (b) – current $2,319,913 $ — Voyage commissions, management fees and other expenses due to Castor Ships (a) 158,800 — |
Deferred Charges, net (Tables)
Deferred Charges, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Charges, net [Abstract] | |
Deferred Dry-Docking Costs, net | The movement in deferred charges net, which represents deferred dry-docking costs, in the accompanying combined carve-out balance sheets is as follows: Dry-docking costs Balance January 13, 2021 $— Additions 1,034,380 Amortization (165,463) Balance December 31, 2021 $868,917 Additions 2,479,526 Amortization (727,298) Balance December 31, 2022 $2,621,145 |
Vessels, net (Tables)
Vessels, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Vessels, net [Abstract] | |
Vessels, net | The amounts in the accompanying combined carve-out balance sheets are analyzed as follows: Vessel Cost Accumulated depreciation Net Book Value Balance January 13, 2021 $— $— $— Acquisitions, improvements, and other vessel costs 111,754,934 — 111,754,934 Period depreciation — (3,668,654) (3,668,654) Balance December 31, 2021 111,754,934 (3,668,654) 108,086,280 Acquisitions, improvements, and other vessel costs 385,729 — 385,729 Vessel disposal (10,018,583) 599,930 (9,418,653) Period depreciation — (6,567,178) (6,567,178) Balance December 31, 2022 $102,122,080 $(9,635,902) $92,486,178 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | The amounts of long-term debt shown in the accompanying combined carve-out balance sheets of December 31, 2021 and December 31, 2022, are analyzed as follows: Loan facilities Borrowers As of December 31, 2021 As of December 31, 2022 $18.0 Million Term Loan Facility Rocket- Gamora 16,300,000 13,250,000 Total long-term debt $16,300,000 $13,250,000 Less: Deferred financing costs (300,257) (180,526) Total long-term debt, net of deferred finance costs 15,999,743 13,069,474 Presented: Current portion of long-term debt $3,050,000 $2,700,000 Less: Current portion of deferred finance costs (119,731) (93,698) Current portion of long-term debt, net of deferred finance costs $2,930,269 $2,606,302 Non-Current portion of long-term debt 13,250,000 10,550,000 Less: Non-Current portion of deferred finance costs (180,526) (86,828) Non-Current portion of long-term debt, net of deferred finance costs $13,069,474 $10,463,172 |
Annual Principal Payments | The annual principal payments for the Toro Subsidiaries’ outstanding debt arrangement as of December 31, 2022, required to be made after the balance sheet date, are as follows: Twelve-month period ending December 31, Amount 2023 $2,700,000 2024 2,700,000 2025 7,850,000 Total long-term debt $13,250,000 |
Vessel Operating and Voyage E_2
Vessel Operating and Voyage Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Vessel Operating and Voyage Expenses [Abstract] | |
Voyage Expenses | The amounts in the accompanying combined carve-out statements of comprehensive (loss)/income are analyzed as follows: Period ended December 31, Year ended December 31, Voyage expenses 2021 2022 Brokerage commissions 521,052 1,661,958 Brokerage commissions- related party 372,037 1,437,276 Port & other expenses 3,916,046 5,794,018 Bunkers consumption 6,251,624 20,430,020 Gain on bunkers (1,241) (3,858) Total Voyage expenses $11,059,518 $29,319,414 |
Vessel Operating Expenses | Period ended December 31, Year ended December 31, Vessel Operating Expenses 2021 2022 Crew & crew related costs 7,037,784 12,315,509 Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling 3,166,746 4,892,750 Lubricants 601,049 1,058,930 Insurances 875,873 1,434,441 Tonnage taxes 147,569 342,796 Other 532,850 1,663,864 Total Vessel operating expenses $12,361,871 $21,708,290 |
Interest and Finance Costs (Tab
Interest and Finance Costs (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Interest and Finance Costs [Abstract] | |
Interest and Finance Costs | The amounts in the accompanying combined carve-out statements of comprehensive (loss)/income are analyzed as follows: Period ended December 31, Year ended December 31, 2021 2022 Interest on long-term debt $383,186 $719,105 Amortization of deferred finance charges 94,789 119,731 Other finance charges 28,037 63,736 Total $506,012 $902,572 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Information [Abstract] | |
Information about Company's Reportable Segments | The table below presents information about the Company’s reportable segments for the period ended December 31, 2021 and the year ended December 31, 2022 and as at December 31, 2021 and December 31, 2022. The accounting policies followed in the preparation of the reportable segments are the same as those followed in the preparation of the Company’s combined carve-out financial statements. Segment results are evaluated based on (loss)/income from operations. Period Ended December 31, 2021 Year Ended December 31, 2022 Aframax tanker segment Handysize tanker segment Total Aframax tanker segment Handysize tanker segment Total - Time charter revenues $9,115,257 $— $9,115,257 13,656,027 $— 13,656,027 - Voyage charter revenues 15,002,012 — 15,002,012 51,805,097 — 51,805,097 - Pool revenues 2,442,144 2,704,855 5,146,999 30,787,088 15,637,653 46,424,741 Total vessel revenues $26,559,413 $2,704,855 $29,264,268 $96,248,212 $15,637,653 $111,885,865 Voyage expenses (including charges from related parties) (11,003,925) (55,593) (11,059,518) (29,100,348) (219,066) (29,319,414) Vessel operating expenses (9,776,724) (2,585,147) (12,361,871) (17,386,009) (4,322,281) (21,708,290) Management fees to related parties (1,433,950) (419,900) (1,853,850) (2,167,000) (666,500) (2,833,500) Provision for doubtful accounts — — — (266,732) — (266,732) Depreciation and amortization (3,087,764) (746,353) (3,834,117) (5,889,352) (1,405,124) (7,294,476) Gain on sale of vessel — — — 3,222,631 — 3,222,631 Segments operating (loss)/income $1,257,050 $(1,102,138) $154,912 $44,661,402 $9,024,682 $53,686,084 Interest and finance costs (506,012) (902,572) Interest income 652 202,612 Foreign exchange gains/(losses) 15,327 (6,181) Less: Unallocated corporate general and administrative expenses (889,096) (2,093,347) Net (loss)/income and comprehensive (loss)/income, before taxes $(1,224,217) $50,886,596 |
Reconciliation of Total Segment Assets to Total Assets | A reconciliation of total segment assets to total assets presented in the accompanying combined carve-out balance sheets of December 31, 2021, and December 31, 2022, is as follows: As of December 31, 2021 As of December 31, 2022 Aframax/LR2 tanker segment $104,953,507 $134,093,677 Handysize tanker segment 19,093,379 23,385,458 Total combined assets $124,046,886 $157,479,135 |
Basis of Presentation and Gen_3
Basis of Presentation and General Information, General Information (Details) | Mar. 07, 2023 Vessel $ / shares shares | Mar. 02, 2023 $ / shares | Dec. 31, 2022 Vessel shares |
Subsequent Event [Member] | |||
Basis of Presentation [Abstract] | |||
Number of vessels owned by each subsidiary | Vessel | 1 | ||
Common shares outstanding (in shares) | 9,461,009 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||
Toro Corp. [Member] | |||
Basis of Presentation [Abstract] | |||
Percentage ownership | 100% | ||
Number of vessels owned by each subsidiary | Vessel | 1 | ||
Common shares, shares issued (in shares) | 1,000 | ||
Common shares outstanding (in shares) | 1,000 | ||
Number of vessels | Vessel | 8 | ||
Toro Corp. [Member] | Subsequent Event [Member] | |||
Basis of Presentation [Abstract] | |||
Number of vessels owned by each subsidiary | Vessel | 1 | ||
Common shares, shares issued (in shares) | 9,461,009 | ||
Common shares outstanding (in shares) | 9,461,009 | ||
Toro Corp. [Member] | 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares [Member] | Subsequent Event [Member] | |||
Basis of Presentation [Abstract] | |||
Preferred stock, issued (in shares) | 140,000 | ||
Preferred stock, dividend rate | 1% | ||
Preferred stock, stated amount (in dollars per share) | $ / shares | $ 1,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||
Toro Corp. [Member] | Series B Preferred Shares [Member] | Subsequent Event [Member] | |||
Basis of Presentation [Abstract] | |||
Preferred stock, issued (in shares) | 40,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Basis of Presentation and Gen_4
Basis of Presentation and General Information, Toro Subsidiaries (Details) $ in Thousands | 12 Months Ended | ||
Mar. 07, 2023 t | Dec. 31, 2022 t | May 09, 2022 USD ($) | |
M/T Wonder Polaris [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
DWT | 115,351 | ||
Year built | 2005 | ||
Delivery date to vessel owning company | Mar. 11, 2021 | ||
M/T Wonder Sirius [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
DWT | 115,341 | ||
Year built | 2005 | ||
Delivery date to vessel owning company | Mar. 22, 2021 | ||
M/T Wonder Vega [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
DWT | 106,062 | ||
Year built | 2005 | ||
Delivery date to vessel owning company | May 21, 2021 | ||
M/T Wonder Avior [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
DWT | 106,162 | ||
Year built | 2004 | ||
Delivery date to vessel owning company | May 27, 2021 | ||
M/T Wonder Arcturus [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
DWT | 106,149 | ||
Year built | 2002 | ||
Delivery date to vessel owning company | May 31, 2021 | ||
Sale price | $ | $ 13,150 | ||
M/T Wonder Mimosa [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
DWT | 36,718 | ||
Year built | 2006 | ||
Delivery date to vessel owning company | May 31, 2021 | ||
M/T Wonder Musica [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
DWT | 106,290 | ||
Year built | 2004 | ||
Delivery date to vessel owning company | Jun. 15, 2021 | ||
M/T Wonder Formosa [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
DWT | 36,660 | ||
Year built | 2006 | ||
Delivery date to vessel owning company | Jun. 22, 2021 | ||
M/T Wonder Bellatrix [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
DWT | 115,341 | ||
Year built | 2006 | ||
Delivery date to vessel owning company | Dec. 23, 2021 | ||
Rocket Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Jan. 13, 2021 | ||
Vessel name | M/T Wonder Polaris | ||
Gamora Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Jan. 13, 2021 | ||
Vessel name | M/T Wonder Sirius | ||
Starlord Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Apr. 15, 2021 | ||
Vessel name | M/T Wonder Vega | ||
Hawkeye Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Apr. 27, 2021 | ||
Vessel name | M/T Wonder Avior | ||
Elektra Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Apr. 27, 2021 | ||
Vessel name | M/T Wonder Arcturus(1) | ||
Vision Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Apr. 27, 2021 | ||
Vessel name | M/T Wonder Mimosa | ||
Colossus Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Apr. 27, 2021 | ||
Vessel name | M/T Wonder Musica | ||
Xavier Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Apr. 27, 2021 | ||
Vessel name | M/T Wonder Formosa | ||
Drax Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Nov. 22, 2021 | ||
Vessel name | M/T Wonder Bellatrix | ||
Toro Corp. [Member] | Subsequent Event [Member] | M/T Wonder Polaris [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Vessel type | Aframax LR2 | ||
DWT | 115,351 | ||
Year built | 2005 | ||
Delivery date to vessel owning company | Mar. 11, 2021 | ||
Toro Corp. [Member] | Subsequent Event [Member] | M/T Wonder Sirius [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Vessel type | Aframax LR2 | ||
DWT | 115,341 | ||
Year built | 2005 | ||
Delivery date to vessel owning company | Mar. 22, 2021 | ||
Toro Corp. [Member] | Subsequent Event [Member] | M/T Wonder Vega [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Vessel type | Aframax | ||
DWT | 106,062 | ||
Year built | 2005 | ||
Delivery date to vessel owning company | May 21, 2021 | ||
Toro Corp. [Member] | Subsequent Event [Member] | M/T Wonder Avior [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Vessel type | Aframax LR2 | ||
DWT | 106,162 | ||
Year built | 2004 | ||
Delivery date to vessel owning company | May 27, 2021 | ||
Toro Corp. [Member] | Subsequent Event [Member] | M/T Wonder Mimosa [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Vessel type | Handysize | ||
DWT | 36,718 | ||
Year built | 2006 | ||
Delivery date to vessel owning company | May 31, 2021 | ||
Toro Corp. [Member] | Subsequent Event [Member] | M/T Wonder Musica [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Vessel type | Aframax LR2 | ||
DWT | 106,290 | ||
Year built | 2004 | ||
Delivery date to vessel owning company | Jun. 15, 2021 | ||
Toro Corp. [Member] | Subsequent Event [Member] | M/T Wonder Formosa [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Vessel type | Handysize | ||
DWT | 36,660 | ||
Year built | 2006 | ||
Delivery date to vessel owning company | Jun. 22, 2021 | ||
Toro Corp. [Member] | Subsequent Event [Member] | M/T Wonder Bellatrix [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Vessel type | Aframax LR2 | ||
DWT | 115,341 | ||
Year built | 2006 | ||
Delivery date to vessel owning company | Dec. 23, 2021 | ||
Toro Corp. [Member] | Rocket Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Jan. 13, 2021 | ||
Toro Corp. [Member] | Rocket Shipping Co. [Member] | Subsequent Event [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Vessel name | M/T Wonder Polaris | ||
Toro Corp. [Member] | Gamora Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Jan. 13, 2021 | ||
Toro Corp. [Member] | Gamora Shipping Co. [Member] | Subsequent Event [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Vessel name | M/T Wonder Sirius | ||
Toro Corp. [Member] | Starlord Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Apr. 15, 2021 | ||
Toro Corp. [Member] | Starlord Shipping Co. [Member] | Subsequent Event [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Vessel name | M/T Wonder Vega | ||
Toro Corp. [Member] | Hawkeye Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Apr. 27, 2021 | ||
Toro Corp. [Member] | Hawkeye Shipping Co. [Member] | Subsequent Event [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Vessel name | M/T Wonder Avior | ||
Toro Corp. [Member] | Elektra Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Apr. 27, 2021 | ||
Toro Corp. [Member] | Vision Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Apr. 27, 2021 | ||
Toro Corp. [Member] | Vision Shipping Co. [Member] | Subsequent Event [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Vessel name | M/T Wonder Mimosa | ||
Toro Corp. [Member] | Colossus Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Apr. 27, 2021 | ||
Toro Corp. [Member] | Colossus Shipping Co. [Member] | Subsequent Event [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Vessel name | M/T Wonder Musica | ||
Toro Corp. [Member] | Xavier Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Apr. 27, 2021 | ||
Toro Corp. [Member] | Xavier Shipping Co. [Member] | Subsequent Event [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Vessel name | M/T Wonder Formosa | ||
Toro Corp. [Member] | Drax Shipping Co. [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Country of incorporation | 1T | ||
Date of incorporation | Nov. 22, 2021 | ||
Toro Corp. [Member] | Drax Shipping Co. [Member] | Subsequent Event [Member] | |||
Subsidiaries in Consolidation [Abstract] | |||
Vessel name | M/T Wonder Bellatrix |
Basis of Presentation and Gen_5
Basis of Presentation and General Information, Revenue from Charters (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Credit Concentration Considerations [Abstract] | ||
General and administrative expenses | $ 2,093,347 | $ 889,096 |
Revenues [Member] | Customer Concentration [Member] | Charterers [Member] | ||
Credit Concentration Considerations [Abstract] | ||
Concentration risk percentage | 42% | 48% |
Revenues [Member] | Customer Concentration [Member] | Charterer A [Member] | ||
Credit Concentration Considerations [Abstract] | ||
Concentration risk percentage | 0% | 31% |
Revenues [Member] | Customer Concentration [Member] | Charterer B [Member] | ||
Credit Concentration Considerations [Abstract] | ||
Concentration risk percentage | 0% | 17% |
Revenues [Member] | Customer Concentration [Member] | Charterer C [Member] | ||
Credit Concentration Considerations [Abstract] | ||
Concentration risk percentage | 17% | 0% |
Revenues [Member] | Customer Concentration [Member] | Charterer D [Member] | ||
Credit Concentration Considerations [Abstract] | ||
Concentration risk percentage | 14% | 0% |
Revenues [Member] | Customer Concentration [Member] | Charterer E [Member] | ||
Credit Concentration Considerations [Abstract] | ||
Concentration risk percentage | 11% | 0% |
Significant Accounting Polici_3
Significant Accounting Policies and Recent Accounting Pronouncements, Accounts Receivable Trade, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable Trade, Net [Abstract] | ||
Provision for doubtful accounts | $ 266,732 | $ 0 |
Significant Accounting Polici_4
Significant Accounting Policies and Recent Accounting Pronouncements, Vessels' Depreciation (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Vessels' Depreciation [Abstract] | |
Estimated useful life | 25 years |
Significant Accounting Polici_5
Significant Accounting Policies and Recent Accounting Pronouncements, Revenues Related to Voyage Charter Contracts (Details) | 12 Months Ended |
Dec. 31, 2022 PerformanceObligation | |
Revenues Related to Voyage Charter Contracts [Abstract] | |
Number of performance obligations | 1 |
Significant Accounting Polici_6
Significant Accounting Policies and Recent Accounting Pronouncements, Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2022 Segments | |
Segment Information [Abstract] | |
Number of reportable segments | 2 |
Transactions with Related Par_3
Transactions with Related Parties, Summary (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Transactions with Related Parties [Abstract] | ||
Management fees | $ 2,833,500 | $ 1,853,850 |
Administration fees | 624,087 | 326,642 |
Assets [Abstract] | ||
Due from related parties, current | 558,327 | 0 |
Due from related parties, non-current | 1,708,474 | 810,437 |
Liabilities [Abstract] | ||
Due to related parties, current | 0 | 2,478,713 |
Pavimar [Member] | ||
Transactions with Related Parties [Abstract] | ||
Management fees | 977,400 | 1,308,600 |
Assets [Abstract] | ||
Due from related parties, current | 0 | 0 |
Due from related parties, non-current | 0 | 810,437 |
Liabilities [Abstract] | ||
Due to related parties, current | 0 | 2,319,913 |
Castor Ships [Member] | ||
Transactions with Related Parties [Abstract] | ||
Management fees | 1,856,100 | 545,250 |
Sale & purchase commission | 131,500 | 0 |
Assets [Abstract] | ||
Due from related parties, current | 558,327 | 0 |
Due from related parties, non-current | 1,708,474 | 0 |
Liabilities [Abstract] | ||
Due to related parties, current | 0 | 158,800 |
Castor Ships [Member] | Voyage Expenses [Member] | ||
Transactions with Related Parties [Abstract] | ||
Charter hire commissions | 1,437,276 | 372,037 |
Castor Ships [Member] | General and Administrative Expenses [Member] | ||
Transactions with Related Parties [Abstract] | ||
Administration fees | $ 624,087 | $ 326,642 |
Transactions with Related Par_4
Transactions with Related Parties, Castor Ships (Details) | 6 Months Ended | 12 Months Ended | 18 Months Ended | ||
Dec. 31, 2022 USD ($) Contract $ / d | Dec. 31, 2022 USD ($) Contract | Dec. 31, 2021 USD ($) | Jun. 30, 2022 $ / d | May 09, 2022 USD ($) | |
Management Agreements [Abstract] | |||||
Number of third-party ship management companies | Contract | 2 | 2 | |||
Management fees | $ 2,833,500 | $ 1,853,850 | |||
Due to related parties, current | $ 0 | 0 | 2,478,713 | ||
Due from related parties, current | 558,327 | 558,327 | 0 | ||
Administration fees | 624,087 | 326,642 | |||
Due from related parties, non-current | 1,708,474 | 1,708,474 | 810,437 | ||
M/T Wonder Arcturus [Member] | |||||
Management Agreements [Abstract] | |||||
Sale price | $ 13,150,000 | ||||
Castor Ships [Member] | |||||
Management Agreements [Abstract] | |||||
Management fees | 1,856,100 | 545,250 | |||
Sale and purchase commission | 131,500 | 0 | |||
Due to related parties, current | 0 | 0 | 158,800 | ||
Due from related parties, current | 558,327 | 558,327 | 0 | ||
Due from related parties, non-current | 1,708,474 | 1,708,474 | 0 | ||
Working capital guarantee deposits | 1,210,437 | 1,210,437 | |||
Expenses from transactions with related party | 57,619 | 57,619 | |||
Castor Ships [Member] | Voyage Expenses [Member] | |||||
Management Agreements [Abstract] | |||||
Charter hire commissions | 1,437,276 | 372,037 | |||
Castor Ships [Member] | Gain on Sale of Vessel [Member] | |||||
Management Agreements [Abstract] | |||||
Sale and purchase commission | 131,500 | ||||
Castor Ships [Member] | General and Administrative Expense [Member] | |||||
Management Agreements [Abstract] | |||||
Administration fees | $ 624,087 | 326,642 | |||
Castor Ships [Member] | Vessels, Net [Member] | |||||
Management Agreements [Abstract] | |||||
Sale and purchase commission | 1,094,000 | ||||
Castor Ships [Member] | Ship Management Agreements [Member] | |||||
Management Agreements [Abstract] | |||||
Daily fee for services | $ / d | 250 | ||||
Commission rate on charter agreements | 1.25% | ||||
Commission rate on each vessel sale and purchase transaction | 1% | ||||
Castor Ships [Member] | Amended and Restated Master Management Agreement [Member] | |||||
Management Agreements [Abstract] | |||||
Quarterly management fee | $ 750,000 | ||||
Daily fee for services | $ / d | 975 | ||||
Commission rate on charter agreements | 1.25% | ||||
Commission rate on each vessel sale and purchase transaction | 1% | ||||
Recovery fee multiplier | 2 | ||||
Term of agreement | 8 years | ||||
Renewal term of agreement | 8 years | ||||
Termination fee multiplier | 7 | ||||
Funding period for advance to cover vessel daily operating costs | 1 month | ||||
Castor Ships [Member] | Services Provided Under Management Agreements [Member] | |||||
Management Agreements [Abstract] | |||||
Due to related parties, current | $ 158,800 | ||||
Due from related parties, current | $ 709,729 | $ 709,729 | |||
Castor Ships [Member] | Working Capital Guarantee Advances [Member] | |||||
Management Agreements [Abstract] | |||||
Due from related parties, non-current | $ 1,708,474 | $ 1,708,474 |
Transactions with Related Par_5
Transactions with Related Parties, Pavimar (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 Vessel $ / d | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) Vessel $ / d | |
Transactions with Related Parties [Abstract] | |||
Due from related parties, non-current | $ 1,708,474 | $ 810,437 | |
Due to related parties, current | 0 | 2,478,713 | |
Management fees | 2,833,500 | 1,853,850 | |
Pavimar [Member] | |||
Transactions with Related Parties [Abstract] | |||
Due from related parties, non-current | 0 | 810,437 | |
Expenses from transactions with related party | 2,819,913 | ||
Due to related parties, current | 0 | 2,319,913 | |
Management fees | 977,400 | $ 1,308,600 | |
Pavimar [Member] | Technical Management Agreements [Member] | |||
Transactions with Related Parties [Abstract] | |||
Daily fee for services | $ / d | 600 | 600 | |
Management fees | $ 977,400 | $ 1,308,600 | |
Pavimar [Member] | Subcontracted Management Agreements [Member] | |||
Transactions with Related Parties [Abstract] | |||
Working capital guarantee deposits | $ 1,310,437 | ||
Pavimar [Member] | Subcontracted Management Agreements [Member] | Tanker Vessels [Member] | |||
Transactions with Related Parties [Abstract] | |||
Number of vessels under technical management | Vessel | 6 | 6 | |
Pavimar [Member] | Subcontracted Management Agreements [Member] | Due to Related Parties, Current [Member] | |||
Transactions with Related Parties [Abstract] | |||
Working capital guarantee deposits | $ 500,000 |
Transactions with Related Par_6
Transactions with Related Parties, Pool Agreement (Details) | 3 Months Ended |
Dec. 31, 2022 | |
Transactions with Related Parties [Abstract] | |
Minimum age of vessels participating in pool operating Aframax tankers | 15 years |
Deferred Charges, net (Details)
Deferred Charges, net (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) Vessel | Dec. 31, 2021 USD ($) | |
Deferred Charges, net [Abstract] | ||
Balance at beginning of period | $ 868,917 | $ 0 |
Additions | 2,479,526 | 1,034,380 |
Amortization | (727,298) | (165,463) |
Balance at end of period | $ 2,621,145 | $ 868,917 |
Number of vessels completing scheduled dry-dock | Vessel | 2 |
Vessels, net, Net Book Value (D
Vessels, net, Net Book Value (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net Book Value [Abstract] | ||
Beginning balance | $ 108,086,280 | |
Ending balance | 92,486,178 | $ 108,086,280 |
Vessels [Member] | ||
Vessel Cost [Abstract] | ||
Beginning balance | 111,754,934 | 0 |
Acquisitions, improvements, and other vessel costs | 385,729 | 111,754,934 |
Vessel disposal | (10,018,583) | |
Ending balance | 102,122,080 | 111,754,934 |
Accumulated Depreciation [Abstract] | ||
Beginning balance | (3,668,654) | 0 |
Vessel disposal | 599,930 | |
Period depreciation | (6,567,178) | (3,668,654) |
Ending balance | (9,635,902) | (3,668,654) |
Net Book Value [Abstract] | ||
Beginning balance | 108,086,280 | 0 |
Vessel disposal | (9,418,653) | |
Ending balance | $ 92,486,178 | $ 108,086,280 |
Vessels, net, Vessel Acquisitio
Vessels, net, Vessel Acquisitions and Other Capital Expenditures (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 Vessel | Dec. 31, 2021 USD ($) Vessel | |
Vessel Acquisitions [Abstract] | ||
Number of vessels acquired on a time charter | 2 | |
Number of vessels acquired | 0 | |
Number of impaired vessels | 0 | 0 |
Maximum [Member] | ||
Vessel Acquisitions [Abstract] | ||
Remaining term of time charter | 1 year | |
2021 Vessel Acquisitions [Member] | ||
Vessel Acquisitions [Abstract] | ||
Purchase price | $ | $ 109.4 | |
Aframax LR2 Tanker [Member] | ||
Vessel Acquisitions [Abstract] | ||
Number of vessels to be acquired | 7 | |
Handysize Tankers [Member] | ||
Vessel Acquisitions [Abstract] | ||
Number of vessels to be acquired | 2 |
Vessels, net, Vessels Disposal
Vessels, net, Vessels Disposal (Details) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) Vessel | Dec. 31, 2021 USD ($) | May 09, 2022 USD ($) | |
Vessels Disposal [Abstract] | ||||
Gain on sale of vessel | $ 3,222,631 | $ 0 | ||
Vessels, net [Abstract] | ||||
Number of vessels first priority mortgaged as security to loan facilities | Vessel | 2 | |||
Aggregate carrying value | $ 92,486,178 | $ 108,086,280 | ||
M/T Wonder Arcturus [Member] | ||||
Vessels Disposal [Abstract] | ||||
Sale price | $ 13,150,000 | |||
Gain on sale of vessel | $ 3,200,000 | |||
Vessels Mortgaged as Security [Member] | ||||
Vessels, net [Abstract] | ||||
Aggregate carrying value | $ 24,800,000 |
Long-Term Debt, Summary (Detail
Long-Term Debt, Summary (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Apr. 27, 2021 | |
Loan Facilities [Abstract] | |||
Long-term debt | $ 13,250,000 | $ 16,300,000 | |
Less: Deferred financing costs | (180,526) | (300,257) | |
Total long-term debt, net of deferred finance costs | 13,069,474 | 15,999,743 | |
Presented [Abstract] | |||
Current portion of long-term debt | 2,700,000 | 3,050,000 | |
Less: Current portion of deferred finance costs | (93,698) | (119,731) | |
Current portion of long-term debt, net of deferred finance costs | 2,606,302 | 2,930,269 | |
Non-Current portion of long-term debt | 10,550,000 | 13,250,000 | |
Less: Non-Current portion of deferred finance costs | (86,828) | (180,526) | |
Non-Current portion of long-term debt, net of deferred finance costs | 10,463,172 | 13,069,474 | |
$18.0 Million Term Loan Facility [Member] | |||
Loan Facilities [Abstract] | |||
Face amount | $ 18,000,000 | 18,000,000 | $ 18,000,000 |
Borrowers | Rocket- Gamora | ||
Long-term debt | $ 13,250,000 | $ 16,300,000 |
Long-Term Debt, $18.0 Million T
Long-Term Debt, $18.0 Million Term Loan Facility (Details) - $18.0 Million Term Loan Facility [Member] | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Tranche Installment | Dec. 31, 2021 USD ($) | Apr. 27, 2021 USD ($) | |
Long-Term Debt [Abstract] | |||
Face amount | $ 18,000,000 | $ 18,000,000 | $ 18,000,000 |
Number of tranches drawn | Tranche | 2 | ||
Term of loan | 4 years | ||
Number of payment installments | Installment | 16 | ||
Frequency of periodic payment | quarterly | ||
Balloon installment payable at maturity | $ 6,500,000 | ||
Repayment of principal | 3,100,000 | ||
Installments 1 to 4 [Member] | |||
Long-Term Debt [Abstract] | |||
Installment payment | 850,000 | ||
Installments 5 to 16 [Member] | |||
Long-Term Debt [Abstract] | |||
Installment payment | $ 675,000 |
Long-Term Debt, Annual Principa
Long-Term Debt, Annual Principal Payments (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Apr. 27, 2021 | |
Annual Principal Payments [Abstract] | |||
2023 | $ 2,700,000 | ||
2024 | 2,700,000 | ||
2025 | 7,850,000 | ||
Total long-term debt | $ 13,250,000 | $ 16,300,000 | |
Weighted average interest rate | 4.90% | 3.30% | |
Interest incurred on long-term debt | $ 719,105 | $ 383,186 | |
$18.0 Million Term Loan Facility [Member] | |||
Long-Term Debt [Abstract] | |||
Minimum liquidity deposits | 700,000 | 700,000 | |
Face amount | 18,000,000 | 18,000,000 | $ 18,000,000 |
Annual Principal Payments [Abstract] | |||
Total long-term debt | $ 13,250,000 | $ 16,300,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Dec. 31, 2022 € in Millions, $ in Millions | EUR (€) Installment € / $ | USD ($) Installment € / $ |
Commitments Under Contracts for BWTS Installation [Abstract] | ||
Number of installations expected to be concluded during 2024 | Installment | 2 | 2 |
Exchange rate | € / $ | 1.06749 | 1.06749 |
Purchase Commitment for Ballast Water Treatment Systems [Member] | ||
Commitments Under Contracts for BWTS Installation [Abstract] | ||
Contractual purchase obligations | € 1.2 | $ 1.3 |
Vessel Revenues (Details)
Vessel Revenues (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Abstract] | ||
Accounts receivable trade, net | $ 10,616,573 | $ 4,102,150 |
Decrease in trade accounts receivable, net | (584,149) | |
Deferred assets | 0 | 25,335 |
Voyage Charters [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Accounts receivable trade, net | 2,462,714 | 3,046,863 |
Deferred assets | $ 0 | $ 25,335 |
Minimum [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Term of time charters | 1 month | |
Term of pool arrangements | 6 months | |
Maximum [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Term of time charters | 12 months |
Vessel Operating and Voyage E_3
Vessel Operating and Voyage Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Voyage Expenses [Abstract] | ||
Brokerage commissions | $ 1,661,958 | $ 521,052 |
Brokerage commissions- related party | 1,437,276 | 372,037 |
Port & other expenses | 5,794,018 | 3,916,046 |
Bunkers consumption | 20,430,020 | 6,251,624 |
Gain on bunkers | (3,858) | (1,241) |
Total Voyage expenses | 29,319,414 | 11,059,518 |
Vessel Operating Expenses [Abstract] | ||
Crew & crew related costs | 12,315,509 | 7,037,784 |
Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling | 4,892,750 | 3,166,746 |
Lubricants | 1,058,930 | 601,049 |
Insurances | 1,434,441 | 875,873 |
Tonnage taxes | 342,796 | 147,569 |
Other | 1,663,864 | 532,850 |
Total Vessel operating expenses | $ 21,708,290 | $ 12,361,871 |
Interest and Finance Costs (Det
Interest and Finance Costs (Details) - USD ($) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Interest and Finance Costs [Abstract] | |||
Interest on long-term debt | $ 719,105 | $ 383,186 | |
Amortization of deferred finance charges | 119,731 | 94,789 | |
Other finance charges | 63,736 | 28,037 | |
Total interest and finance costs | $ 902,572 | $ 506,012 | |
Toro Corp. [Member] | |||
Interest and Finance Costs [Abstract] | |||
Total interest and finance costs | $ 32 |
Segment Information, Informatio
Segment Information, Information about Company's Reportable Segments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Information [Abstract] | ||
Voyage charter revenues | $ 51,805,097 | $ 15,002,012 |
Total vessel revenues | 111,885,865 | 29,264,268 |
Voyage expenses (including charges from related parties) | (29,319,414) | (11,059,518) |
Vessel operating expenses | (21,708,290) | (12,361,871) |
Management fees to related parties | (2,833,500) | (1,853,850) |
Provision for doubtful accounts | (266,732) | 0 |
Depreciation and amortization | (7,294,476) | (3,834,117) |
Gain on sale of vessel | 3,222,631 | 0 |
Operating (loss)/income | 51,592,737 | (734,184) |
Interest and finance costs | (902,572) | (506,012) |
Interest income | 202,612 | 652 |
Foreign exchange gains/(losses) | (6,181) | 15,327 |
Less: Unallocated corporate general and administrative expenses | (2,093,347) | (889,096) |
Net (loss)/income, before taxes | 50,886,596 | (1,224,217) |
Time Charter [Member] | ||
Segment Information [Abstract] | ||
Vessel revenues | 13,656,027 | 9,115,257 |
Pool [Member] | ||
Segment Information [Abstract] | ||
Vessel revenues | 46,424,741 | 5,146,999 |
Operating Segment [Member] | ||
Segment Information [Abstract] | ||
Operating (loss)/income | 53,686,084 | 154,912 |
Operating Segment [Member] | Aframax Tanker Segment [Member] | ||
Segment Information [Abstract] | ||
Voyage charter revenues | 51,805,097 | 15,002,012 |
Total vessel revenues | 96,248,212 | 26,559,413 |
Voyage expenses (including charges from related parties) | (29,100,348) | (11,003,925) |
Vessel operating expenses | (17,386,009) | (9,776,724) |
Management fees to related parties | (2,167,000) | (1,433,950) |
Provision for doubtful accounts | (266,732) | 0 |
Depreciation and amortization | (5,889,352) | (3,087,764) |
Gain on sale of vessel | 3,222,631 | 0 |
Operating (loss)/income | 44,661,402 | 1,257,050 |
Operating Segment [Member] | Aframax Tanker Segment [Member] | Time Charter [Member] | ||
Segment Information [Abstract] | ||
Vessel revenues | 13,656,027 | 9,115,257 |
Operating Segment [Member] | Aframax Tanker Segment [Member] | Pool [Member] | ||
Segment Information [Abstract] | ||
Vessel revenues | 30,787,088 | 2,442,144 |
Operating Segment [Member] | Handysize Tanker Segment [Member] | ||
Segment Information [Abstract] | ||
Voyage charter revenues | 0 | 0 |
Total vessel revenues | 15,637,653 | 2,704,855 |
Voyage expenses (including charges from related parties) | (219,066) | (55,593) |
Vessel operating expenses | (4,322,281) | (2,585,147) |
Management fees to related parties | (666,500) | (419,900) |
Provision for doubtful accounts | 0 | 0 |
Depreciation and amortization | (1,405,124) | (746,353) |
Gain on sale of vessel | 0 | 0 |
Operating (loss)/income | 9,024,682 | (1,102,138) |
Operating Segment [Member] | Handysize Tanker Segment [Member] | Time Charter [Member] | ||
Segment Information [Abstract] | ||
Vessel revenues | 0 | 0 |
Operating Segment [Member] | Handysize Tanker Segment [Member] | Pool [Member] | ||
Segment Information [Abstract] | ||
Vessel revenues | 15,637,653 | 2,704,855 |
Segment Reconciling Items [Member] | ||
Segment Information [Abstract] | ||
Interest and finance costs | (902,572) | (506,012) |
Interest income | 202,612 | 652 |
Foreign exchange gains/(losses) | (6,181) | 15,327 |
Corporate [Member] | ||
Segment Information [Abstract] | ||
Less: Unallocated corporate general and administrative expenses | $ (2,093,347) | $ (889,096) |
Segment Information, Reconcilia
Segment Information, Reconciliation of Total Segment Assets to Total Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Information [Abstract] | ||
Assets | $ 157,479,135 | $ 124,046,886 |
Operating Segment [Member] | Aframax/LR2 Tanker Segment [Member] | ||
Segment Information [Abstract] | ||
Assets | 134,093,677 | 104,953,507 |
Operating Segment [Member] | Handysize Tanker Segment [Member] | ||
Segment Information [Abstract] | ||
Assets | $ 23,385,458 | $ 19,093,379 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Abstract] | ||
US Source Income Taxes | $ 960,181 | $ 206,174 |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 07, 2023 USD ($) Vessel Vote Right Subsidiary $ / shares shares | Mar. 02, 2023 $ / shares shares | Dec. 31, 2022 USD ($) Vessel $ / shares shares | Dec. 31, 2021 USD ($) | Apr. 27, 2021 USD ($) |
$18.0 Million Term Loan Facility [Member] | |||||
Subsequent Events [Abstract] | |||||
Face amount | $ | $ 18,000,000 | $ 18,000,000 | $ 18,000,000 | ||
Toro Corp. [Member] | |||||
Subsequent Events [Abstract] | |||||
Common shares, authorized (in shares) | 1,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | ||||
Number of vessels owned by each subsidiary | Vessel | 1 | ||||
Common shares outstanding (in shares) | 1,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Events [Abstract] | |||||
Common shares, authorized (in shares) | 3,900,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Preferred shares, authorized (in shares) | 100,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||
Number of tanker-owning subsidiaries | Subsidiary | 8 | ||||
Number of vessels owned by each subsidiary | Vessel | 1 | ||||
Common shares outstanding (in shares) | 9,461,009 | ||||
Number of shares of Toro common stock issued for every 10 shares of Company stock (in shares) | 1 | ||||
Number of shares of Company stock held to receive one share of Toro common stock (in shares) | 10 | ||||
Subsequent Event [Member] | $18.0 Million Term Loan Facility [Member] | |||||
Subsequent Events [Abstract] | |||||
Face amount | $ | $ 18,000,000 | ||||
Subsequent Event [Member] | Toro Corp. [Member] | |||||
Subsequent Events [Abstract] | |||||
Number of vessels owned by each subsidiary | Vessel | 1 | ||||
Common shares outstanding (in shares) | 9,461,009 | ||||
Subsequent Event [Member] | Toro Corp. [Member] | 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares [Member] | |||||
Subsequent Events [Abstract] | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||
Preferred stock, issued (in shares) | 140,000 | ||||
Preferred stock, dividend rate | 1% | ||||
Preferred stock, stated amount (in dollars per share) | $ / shares | $ 1,000 | ||||
Initial aggregate stated amount | $ | $ 140,000,000 | ||||
Percentage of volume weighted average price | 150% | ||||
Subsequent Event [Member] | Toro Corp. [Member] | 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares [Member] | Minimum [Member] | |||||
Subsequent Events [Abstract] | |||||
Consecutive trading day period | 5 days | ||||
Conversion price (in dollars per share) | $ / shares | $ 2.5 | ||||
Subsequent Event [Member] | Toro Corp. [Member] | 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares [Member] | Maximum [Member] | |||||
Subsequent Events [Abstract] | |||||
Consecutive trading day period | 10 days | ||||
Subsequent Event [Member] | Toro Corp. [Member] | Series B Preferred Shares [Member] | |||||
Subsequent Events [Abstract] | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||
Preferred stock, issued (in shares) | 40,000 | ||||
Number of votes per share | Vote | 100,000 | ||||
Economic rights per share | Right | 0 |