DORIAN LPG LTD
For the period ended Dec 31, 2023. Filed Feb 1, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2023 · Filed Feb 1, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Unaudited Condensed Consolidated Financial Statements
1. Basis of Presentation and General Information
Dorian LPG Ltd. (“Dorian”) was incorporated on July 1, 2013 under the laws of the Republic of the Marshall Islands, is headquartered in the United States, and is engaged in the transportation of liquefied petroleum gas (“LPG”) worldwide. Specifically, Dorian and its subsidiaries (together “we”, “us”, “our”, or the “Company”) are focused on owning and operating very large gas carriers (“VLGCs”), each with a cargo carrying capacity of greater than 80,000 cbm, in the LPG shipping industry. As of December 31, 2023, our fleet consists oftwenty-five VLGCs, includingone dual-fuel 84,000 cbm ECO-design VLGC, or our Dual-fuel ECO VLGC; nineteen fuel-efficient 84,000 cbm ECO-design VLGCs, or our ECO VLGCs; one 82,000 cbm modern VLGC; three time chartered-in dual-fuel Panamax size VLGCs; andone time chartered-in ECO VLGC. The dual-fuel Panamax size VLGC that we took delivery of on July 10, 2023 is equipped with a shaft generator, which generates additional electricity that can be used to reduce fuel consumption and carbon emissions. As of December 31, 2023, fifteen of our ECO-VLGCs, includingone of our time chartered-in ECO-VLGCs, are equipped with exhaust gas cleaning systems (commonly referred to as “scrubbers”) to reduce sulfur emissions. As of December 31, 2023, we have additional commitments related to scrubbers onone of our VLGCs. We provide in-house commercial management services for all of our vessels, including our vessels deployed in the Helios Pool (defined below), which may also receive commercial management services from MOL Energia (defined below). Excluding our time chartered-in vessels, we provide in-house technical management services for all of our vessels, including our vessels deployed in the Helios Pool. On November 24, 2023, we entered into a shipbuilding contract for a newbuilding Very Large Gas Carrier / Ammonia Carrier (“VLGC/AC’) with a cargo carrying capacity of 93,000 cbm that can transport LPG or ammonia and is expected to be delivered from Hanwha Ocean Co. Ltd. in the third calendar quarter of 2026.
On April 1, 2015, Dorian and MOL Energia Pte. Ltd. (“MOL Energia”), formerly known as Phoenix Tankers Pte. Ltd., began operations of Helios LPG Pool LLC (the “Helios Pool”), which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under variable rate time charters to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. Refer to Note 3 below for further description of the Helios Pool.
The unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and related Securities and Exchange Commission (“SEC”) rules for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, all adjustments, consisting of normal recurring items, necessary for a fair presentation of financial position, operating results and cash flows have been included in the unaudited interim condensed consolidated financial statements and related notes. The unaudited interim condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes for the year ended March 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on June 2, 2023.
Our interim results are subject to seasonal and other fluctuations, and the operating results for any quarter are therefore not necessarily indicative of results that may be otherwise expected for the entire year.
Our subsidiaries as of December 31, 2023, which are all wholly-owned and are incorporated in the Republic of the Marshall Islands (unless otherwise noted), are listed below.
Vessel Subsidiaries
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · Type of · · · | |||||||||
| Subsidiary · · vessel · · Vessel’s name · · Built · · CBM(1) | |||||||||
| CJNP LPG Transport LLC | VLGC | Captain John NP | 2007 | 82,000 | | ||||
| Comet LPG Transport LLC | | VLGC | | Comet | | 2014 | | 84,000 | |
| Corsair LPG Transport LLC | | VLGC | | Corsair(2) | | 2014 | | 84,000 | |
| Corvette LPG Transport LLC | VLGC | Corvette | 2015 | 84,000 | | ||||
| Dorian Shanghai LPG Transport LLC | | VLGC | | Cougar(2) | | 2015 | | 84,000 | |
| Concorde LPG Transport LLC | | VLGC | | Concorde | | 2015 | | 84,000 | |
| Dorian Houston LPG Transport LLC | | VLGC | | Cobra | | 2015 | | 84,000 | |
| Dorian Sao Paulo LPG Transport LLC | | VLGC | | Continental | | 2015 | | 84,000 | |
| Dorian Ulsan LPG Transport LLC | | VLGC | | Constitution | | 2015 | | 84,000 | |
| Dorian Amsterdam LPG Transport LLC | | VLGC | | Commodore | | 2015 | | 84,000 | |
| Dorian Dubai LPG Transport LLC | | VLGC | | Cresques(2) | | 2015 | | 84,000 | |
| Constellation LPG Transport LLC | | VLGC | | Constellation | | 2015 | | 84,000 | |
| Dorian Monaco LPG Transport LLC | | VLGC | | Cheyenne | | 2015 | | 84,000 | |
| Dorian Barcelona LPG Transport LLC | | VLGC | | Clermont | | 2015 | | 84,000 | |
| Dorian Geneva LPG Transport LLC | | VLGC | | Cratis(2) | | 2015 | | 84,000 | |
| Dorian Cape Town LPG Transport LLC | | VLGC | | Chaparral(2) | | 2015 | | 84,000 | |
| Dorian Tokyo LPG Transport LLC | | VLGC | | Copernicus(2) | | 2015 | | 84,000 | |
| Commander LPG Transport LLC | | VLGC | | Commander | | 2015 | | 84,000 | |
| Dorian Explorer LPG Transport LLC | | VLGC | | Challenger | | 2015 | | 84,000 | |
| Dorian Exporter LPG Transport LLC | | VLGC | | Caravelle(2) | | 2016 | | 84,000 | |
| Dorian Sakura LPG Transport LLC | | VLGC | | Captain Markos(2) | | 2023 | | 84,000 | |
| Dorian LPG Ammonia Transport LLC | | VLGC/AC | | Hull No. 2373 | | 2026(3) | | 93,000 | |
Management and Other Subsidiaries
| | |
|---|---|
| | |
| Subsidiary | |
| Dorian LPG Management Corp. | |
| Dorian LPG (USA) LLC (incorporated in USA) | |
| Dorian LPG (UK) Ltd. (incorporated in UK) | |
| Dorian LPG Finance LLC | |
| Occident River Trading Limited (incorporated in UK) | |
| Dorian LPG (DK) ApS (incorporated in Denmark) | |
| Dorian LPG Chartering LLC | |
| Dorian LPG FFAS LLC | |
| Dorian LPG US Lease Finance LLC | |
| Dorian LPG Nippon Finance LLC | |
| (1) | CBM: Cubic meters, a standard measure for LPG tanker capacity |
| (2) | Operated pursuant to a bareboat charter agreement as of December 31, 2023. Refer to Note 6 below for further information. |
| (3) | The applicable vessel is expected to be delivered in calendar year 2026. |
** 2. Significant Accounting Policies**
The same accounting policies have been followed in these unaudited interim condensed consolidated financial statements as those applied in the preparation of our consolidated audited financial statements for the year ended March 31, 2023 (refer to Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023).
Recent Accounting Pronouncements
There were no recent updates to the Accounting Standards Codification issued by the Financial Accounting Standards Board that were applicable to our unaudited condensed consolidated financial statements.
3. Transactions with Related Parties
Dorian (Hellas), S.A.
Dorian (Hellas) S.A. (“DHSA”) formerly provided technical, crew, commercial management, insurance and accounting services to our vessels and had agreements to outsource certain of these services to Eagle Ocean Transport Inc. (“Eagle Ocean Transport”), which is 100% owned by Mr. John C. Hadjipateras, our Chairman, President and Chief Executive Officer.
Dorian LPG (USA) LLC and its subsidiaries entered into an agreement with DHSA, retroactive to July 2014 and superseding an agreement between Dorian LPG (UK) Ltd. and DHSA, for the provision by Dorian LPG (USA) LLC and its subsidiaries of certain chartering and marine operation services to DHSA, for which income was earned and included in “Other income-related parties” totaling less than $0.1 million for both the three months ended December 31, 2023 and 2022 and $0.1 million for both the nine months ended December 31, 2023 and 2022.
As of December 31, 2023, there was less than $0.1 million included in “Due from related parties” in the unaudited condensed consolidated balance sheet and as of March 31, 2023, there was nothing due from DHSA.
Helios LPG Pool LLC
On April 1, 2015, Dorian and MOL Energia began operations of the Helios Pool, which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under variable rate time charters to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. We hold a 50% interest in the Helios Pool as a joint venture with MOL Energia and all significant rights and obligations are equally shared by both parties. All profits of the Helios Pool are distributed to the pool participants based on pool points (see below for description of pool points) assigned to each vessel as variable charter hire and, as a result, there are no profits available to the equity investors as a share of equity. We have determined that the Helios Pool is a variable interest entity as it does not have sufficient equity at risk. We do not consolidate the Helios Pool because we are not the primary beneficiary and do not have a controlling financial interest. In consideration of Accounting Standards Codification (“ASC”) 810-10-50-4e, the significant factors considered and judgments made in determining that the power to direct the activities of the Helios Pool that most significantly impact the entity’s economic performance are shared, in that all significant performance activities which relate to approval of pool policies and strategies related to pool customers and the marketing of the pool for the procurement of customers for the pool vessels, addition of new pool vessels and the pool cost management, require unanimous board consent from a board consisting oftwo members from each joint venture investor. Further, in accordance with the guidance in ASC 810-10-25-38D, the Company and MOL Energia are not related parties as defined in ASC 850 nor are they de facto agents pursuant to ASC 810-10, the power over the significant activities of the Helios Pool is shared, and no party is the primary beneficiary in the Helios Pool, or has a controlling financial interest. As of December 31, 2023, the Helios Pool operated twenty-seven VLGCs, including twenty-three vessels from our fleet (including four vessels time chartered-in from unrelated parties) andfour MOL Energia vessels.
As of December 31, 2023, we had net receivables from the Helios Pool of $110.3 million (net of amounts due to Helios Pool less than $0.1 million which are reflected under “Due to related Parties”), including $25.3 million of working capital contributed for the operation of our vessels in the pool. As of March 31, 2023, we had net receivables from the Helios Pool of $93.7 million (net of an amount due to Helios Pool of $0.2 million which are reflected under “Due to related Parties”), including $22.0 million of working capital contributed for the operation of our vessels in the pool (of which $1.1 million was classified as current). Our maximum exposure to losses from the pool as of December 31, 2023 is limited to the receivables from the pool. The Helios Pool does not have any third-party debt obligations. The Helios Pool has entered into commercial management agreements with each of Dorian LPG (DK) ApS and MOL Energia and has appointed both as the exclusive commercial managers of pool vessels. Fees for such services earned by Dorian LPG (DK) ApS are included in “Other income-related parties” in the unaudited interim condensed consolidated statement of operations and were $0.6 million for both the three months ended December 31, 2023, and 2022, respectively, and $1.8 million and $1.6 million for the nine months ended December 31, 2023, and 2022, respectively. Additionally, we receive a fixed reimbursement of expenses such as costs for security guards and war risk insurance for vessels operating in high-risk areas from the Helios Pool, for which we earned $0.4 million and $0.6 million for the three months ended December 31, 2023,
and 2022, respectively, and $0.8 million and $1.1 million for the nine months ended December 31, 2023, and 2022, respectively, and are included in “Other revenues, net” in the unaudited interim condensed consolidated statements of operations.
Through our vessel owning subsidiaries, we have chartered vessels to the Helios Pool during the nine months ended December 31, 2023 and 2022. The time charter revenue from the Helios Pool is variable depending upon the net results of the pool, operating days and pool points for each vessel. The Helios Pool enters into voyage and time charters with external parties and receives freight and related revenue and, where applicable, incurs voyage costs such as bunkers, port costs and commissions. At the end of each month, the Helios Pool calculates net pool revenues using gross revenues, less voyage expenses of all pool vessels, less fixed time charter hire for any chartered-in vessels, less the general and administrative expenses of the pool as variable rate time charter hire for the relevant vessel to participants based on pool points (vessel attributes such as cargo carrying capacity, scrubber-equipped, fuel efficiency, fuel-type consumed, and speed are taken into consideration) and number of days the vessel participated in the pool in the period. In accordance with the pool participation agreements, pool points are finalized in arrears every six months ending September 30 and March 31 and pool profits are reallocated based on the actual recorded speed and consumption performance for each vessel operating in the Helios Pool during the preceding six-month period. Net pool revenues, less any amounts required for working capital of the Helios Pool, are distributed, to the extent they have been collected from third-party customers of the Helios Pool. We recognize net pool revenues on a monthly basis, when each relevant vessel has participated in the pool during the period and the amount of net pool revenues for the month can be estimated reliably. Revenue earned from the Helios Pool is presented in Note 11.
4. Deferred Charges, Net
The analysis and movement of deferred charges is presented in the table below:
| | | | | |
|---|---|---|---|---|
| | Drydocking | |||
| · · costs | ||||
| Balance, April 1, 2023 | | $8,367,301 | | |
| Additions | | | 6,780,894 | |
| Amortization | | | (2,985,304) | |
| Balance, December 31, 2023 | $12,162,891 | | ||
5. Vessels, Net
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · · Accumulated · · | ||||||||||
| · · Cost · · depreciation · · Net book Value | ||||||||||
| Balance, April 1, 2023 | | $1,724,463,634 | $(460,535,029) | $1,263,928,605 | | |||||
| Other additions | | | 8,171,225 | | | — | | | 8,171,225 | |
| Depreciation | | | — | | | (48,096,778) | | | (48,096,778) | |
| Balance, December 31, 2023 | | $1,732,634,859 | | $(508,631,807) | | $1,224,003,052 | | |||
Additions to vessels, net, mainly consisted of scrubber purchases and installation costs and other capital improvements for certain of our VLGCs during the nine months ended December 31, 2023. Our vessels, with a total carrying value of $1,190.2 million and $1,227.8 million as of December 31, 2023 and March 31, 2023, respectively, are first-priority mortgaged as collateral for our long-term debt (refer to Note 6 below).Captain John NP is our only VLGC that is not first-priority mortgaged as collateral for our long-term debt as of December 31, 2023 and March 31, 2023. No impairment loss was recorded for the periods presented.
6. Long-term Debt
2023 A&R Debt Facility /2022 Debt Facility
Refer to Note 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023 for information on our $260.0 million debt financing facility that we entered into on July 29, 2022 with Crédit Agricole Corporate and Investment Bank (“CACIB”), ING Bank N.V. (“ING”), Skandinaviska Enskilda Banken AB (publ) (“SEB”), BNP Paribas (“BNP”), and Danish Ship Finance A/S (“DSF”) (the “2022 Debt Facility”).
On December 22, 2023, we entered into an amended and restated debt financing facility (the “2023 A&R Debt Facility”) with CACIB, ING, SEB, BNP, and DSF to amend and restate the 2022 Debt Facility. The 2023 A&R Debt Facility consists of (i) a term loan facility in an aggregate original principal amount of $240.0 million, of which $215.0 million remained outstanding on the date of the agreement, (ii) a revolving credit facility in an aggregate principal amount of up to $50.0 million (previously $20.0 million) and (iii) a new, uncommitted accordion term loan facility in an aggregate principal amount of up to $100.0 million. The 2023 A&R Debt Facility matures on August 4, 2029, with drawn amounts thereunder accruing interest at a rate of SOFR plus a margin ranging between 2.05 and 2.15% depending on the ratio of outstanding debt under the facility to the value of the vessels secured under this facility, plus or minus a sustainability pricing adjustment of 0.05%. The undrawn revolving credit facility accrues interest at a rate equal to 0.40% of the margin.
The 2023 A&R Debt Facility is secured by, among other things, (i) first priority Bahamian mortgages on the vessels financed, (ii) first priority assignments of all of the financed vessels’ mandatory insurances and earnings and management agreements; (iii) first priority pledge in respect of all limited liability company interests of the borrowers and vessel-owning guarantors; (iv) first priority charter assignments of all of the financed vessels’ long-term charters to non-Helios LPG Pool parties with an original tenor greater than 13 months; and (v) a guaranty by the Company guaranteeing the obligations of the borrower and other guarantors under the facility agreement. The 2023 A&R Debt Facility further provides that the facility is to be secured by assignments of the borrower’s rights under any hedging contracts in connection with the facility, but such assignments have not been entered into at this time.
The 2023 A&R Debt Facility also contains customary covenants that require us to maintain adequate insurance coverage and to properly maintain the vessels. The loan facility includes customary events of default, including those relating to a failure to pay principal or interest, breaches of covenants, representations and warranties, a cross-default to certain other debt obligations and non-compliance with security documents, and customary restrictions on paying dividends if an event of default has occurred and is continuing, or if an event of default would result therefrom.
We are required to comply with the following financial covenants from the 2023 A&R Debt Facility (which are identical to the 2022 Debt Facility), calculated on a consolidated basis, determined and defined according to the provisions of the loan agreement and its amendments:
| ● | The ratio of current assets and long-term restricted cash divided by current liabilities, excluding current portion of long-term debt, shall always be greater than 1.00; |
| ● | Maintain minimum shareholders’ equity at all times equal to the aggregate of $400 million; |
| ● | The ratio of consolidated net debt to consolidated total capitalization shall not exceed 0.60 to 1.00; |
| ● | Fair market value of the mortgaged ships plus any additional security over the outstanding loan balance shall not be less than 145%; and |
| ● | Minimum liquidity covenant of the greater of (i) $27.5 million and (ii) 5% of consolidated interest-bearing debt. |
We were in compliance with all financial covenants as of December 31, 2023.
BALCAP Facility
Refer to Note 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023 for information on our $83.4 million debt financing facility that we entered into on December, 29 2021 with Banc of America Leasing & Capital, LLC and other financial institutions (the “BALCAP Facility”).
We were in compliance with all financial covenants as of December 31, 2023.
Japanese Financing Arrangements
All of our Japanese financing arrangements (described below) are secured by, among other things, (i) the mortgages on the vessels financed, (ii) first priority assignments of all of the financed vessels’ mandatory insurances; and (iii) a guaranty by the Company guaranteeing the obligations of each borrower.
Corsair Japanese Financing
Refer to Note 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023 for information on the refinancing of our 2014-built VLGC,Corsair, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Corsair Japanese Financing”).
Cresques Japanese Financing
Refer to Note 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023 for information on the refinancing of our 2015-built VLGC,Cresques, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Cresques Japanese Financing”). On June 12, 2023, we agreed to an addendum to the Cresques Japanese Financing’s bareboat charter agreement that became effective on June 20, 2023. The terms of the addendum include a switch from a floating interest rate of one-month SOFR plus a margin to a fixed interest rate of 6.55%.
Cratis Japanese Financing
Refer to Note 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023 for information on the refinancing of our 2015-built VLGC,Cratis, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Cratis Japanese Financing”).
Copernicus Japanese Financing
Refer to Note 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023 for information on the refinancing of our 2015-built VLGC,Copernicus, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Copernicus Japanese Financing”).
Chaparral Japanese Financing
Refer to Note 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023 for information on the refinancing of our 2015-built VLGC,Chaparral, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Chaparral Japanese Financing”).
Caravelle Japanese Financing
Refer to Note 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023 for information on the refinancing of our 2016-built VLGC,Caravelle, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Caravelle Japanese Financing”).
Cougar Japanese Financing
Refer to Note 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023 for information on the refinancing of our 2016-built VLGC,Cougar, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Cougar Japanese Financing”). On July 21, 2023, we agreed to an addendum to the Cougar Japanese Financing’s bareboat charter agreement that became effective on August 21, 2023. The terms of the addendum include a switch from a floating interest rate of three-month SOFR plus a margin to a fixed interest rate of 6.34%.
Captain Markos Dual-Fuel Japanese Financing
Refer to Note 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023 for information on the financing of our 2023-built Dual-fuel VLGC,Captain Markos, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Captain Markos Japanese Financing”). On June 12, 2023, we agreed to an addendum to the Captain Markos Dual-Fuel Japanese Financing’s bareboat charter agreement that became effective on June 30, 2023. The terms of the addendum include a switch from a floating interest rate of one-month SOFR plus a margin to a fixed interest rate of 6.39%.
Debt Obligations
The table below presents our debt obligations:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · December 31, 2023 · March 31, 2023 | |||||||
| 2023 A&R Debt Facility/2022 Debt Facility | | $210,000,000 | | $225,000,000 | | ||
| | | | | | | | |
| Japanese Financings | | | | | | | |
| Corsair Japanese Financing | | $31,958,334 | | $34,395,834 | | ||
| Cresques Japanese Financing | | | 26,051,147 | | | 27,377,615 | |
| Cratis Japanese Financing | | | 42,520,000 | | | 45,580,000 | |
| Copernicus Japanese Financing | | | 42,520,000 | | | 45,580,000 | |
| Chaparral Japanese Financing | | | 60,520,350 | | | 62,342,859 | |
| Caravelle Japanese Financing | | | 43,400,000 | | | 46,100,000 | |
| Cougar Japanese Financing | | | 44,600,000 | | | 47,300,000 | |
| Captain Markos Dual-Fuel Japanese Financing | | | 53,900,000 | | | 55,790,000 | |
| Total Japanese Financings | | $345,469,831 | | $364,466,308 | | ||
| | | | | | | | |
| BALCAP Facility | | $68,299,438 | | $74,096,125 | | ||
| | | | | | | | |
| Total debt obligations | | $623,769,269 | | $663,562,433 | | ||
| Less: deferred financing fees | | | 5,649,599 | | | 6,195,087 | |
| Debt obligations—net of deferred financing fees | | $618,119,670 | | $657,367,346 | | ||
| | | | | | | | |
| Presented as follows: | | | | | | | |
| Current portion of long-term debt | $53,433,423 | | $53,110,676 | | |||
| Long-term debt—net of current portion and deferred financing fees | | 564,686,247 | | | 604,256,670 | | |
| Total | $618,119,670 | | $657,367,346 | | |||
Deferred Financing Fees
The analysis and movement of deferred financing fees is presented in the table below:
| | | | | |
|---|---|---|---|---|
| · Financing · | ||||
| · · costs · | ||||
| Balance, April 1, 2023 | | $6,195,087 | | |
| Additions | | | 382,500 | |
| Amortization | | | (927,988) | |
| Balance, December 31, 2023 | $5,649,599 | | ||
7. Leases
Time charter-in contracts
During the nine months ended December 31, 2023, we took delivery of the 2023-built dual-fuel Panamax VLGCCristobal on time charter forseven years withtwo consecutiveone-year charterer’s option periods, for up to an aggregate ofnine years, and purchase options in the Company’s favor in years seven through nine. We initially recognized the applicable right-of-use asset and lease liability of this time chartered-in VLGC of$62.6 million on our balance sheet. As of December 31, 2023, right-of-use assets and lease liabilities related to all of our time charter-in VLGCs totaled$198.2 million and were recognized on our balance sheet. Our time chartered-in VLGCs were deployed in the Helios Pool and earned net pool revenues of $27.4 million and $9.2 million for the three months ended December 31, 2023 and 2022, respectively, and $73.6 million and $22.7 million for the nine months ended December 31, 2023 and 2022, respectively.
Charter hire expenses for the VLGCs time chartered in were as follows:
| · · · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · Three months ended · · Nine months ended | ||||||
| · December 31, 2023 · · December 31, 2022 · · December 31, 2023 · · December 31, 2022 | ||||||
| Charter hire expenses | $8,359,808 | | $5,215,144 | | $30,975,037 | $15,975,622 |
Office leases
We currently have operating leases for our offices in Stamford, Connecticut, USA; Copenhagen, Denmark; and Athens, Greece, which we determined to be operating leases and record the lease expense as part of general and administrative expenses in our unaudited interim condensed consolidated statements of operations.
Operating lease rent expense related to our office leases was as follows:
| · · · · · · · · · · · | |||||||
|---|---|---|---|---|---|---|---|
| · Three months ended · · Nine months ended | |||||||
| | December 31, 2023 | | December 31, 2022 | | December 31, 2023 | | December 31, 2022 |
| Operating lease rent expense | $140,991 | | $135,825 | | $419,567 | | $453,007 |
For our office leases and time charter-in agreements, the discount rate used ranged from 4.92% to 6.34%. The weighted average discount rate used to calculate the lease liability was 5.82%. The weighted average remaining lease term of our office leases and time chartered-in vessel as of December 31, 2023 is 70.1 months.
Our operating lease right-of-use asset and lease liabilities as of December 31, 2023 and March 31, 2023 were as follows:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| Description · · Location on Balance Sheet · · December 31, 2023 · · March 31, 2023 | ||||||||
| Assets: | | | | | | | | |
| Non-current | | | | | | | | |
| Office leases | | Operating lease right-of-use assets | | $1,334,956 | | $1,654,498 | ||
| Time charter-in VLGCs | | Operating lease right-of-use assets | | $198,219,182 | | $156,524,900 | ||
| | | | | | | | | |
| Liabilities: | | | | | | | | |
| Current | | | | | | | | |
| Office Leases | | Current portion of long-term operating leases | | $466,154 | | $436,810 | ||
| Time charter-in VLGCs | | Current portion of long-term operating leases | | $31,476,022 | | $22,970,745 | ||
| | | | | | | | | |
| Long-term | | | | | | | | |
| Office Leases | | Long-term operating leases | | $885,180 | | $1,228,328 | ||
| Time charter-in VLGCs | | Long-term operating leases | | $166,743,159 | | $133,554,155 | ||
Maturities of operating lease liabilities as of December 31, 2023 were as follows:
| | | | |
|---|---|---|---|
| Less than one year | | $42,531,850 | |
| One to three years | | | 86,070,634 |
| Three to five years | | | 65,055,268 |
| More than five years | | | 41,174,389 |
| Total undiscounted lease payments | | | 234,832,141 |
| Less: imputed interest | | | (35,261,626) |
| Carrying value of operating lease liabilities | | $199,570,515 |
8. Dividends
On April 26, 2023, we announced that our board of directors (“Board of Directors”) declared an irregular cash dividend of $1.00 per share of our common stock to all shareholders of record as of the close of business on May 8, 2023, totaling $40.4 million. We paid $40.1 million on May 22, 2023, with the remaining $0.3 million deferred until certain shares of restricted stock vest.
On June 15, 2023, we paid $0.4 million of dividends that were deferred until the vesting of certain restricted stock.
On July 27, 2023, we announced that our Board of Directors declared an irregular cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on August 10, 2023, totaling $40.6 million. We paid $40.3 million on September 5, 2023, with the remaining $0.3 million deferred until certain shares of restricted stock vest.
On October 6, 2023, we announced that our Board of Directors declared an irregular cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on October 20, 2023, totaling $40.6 million. We paid $40.3 million on November 2, 2023, with the remaining $0.3 million deferred until certain shares of restricted stock vest.
These were irregular dividends. All declarations of dividends are subject to the determination and discretion of our Board of Directors based on its consideration of various factors, including our results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in our debt agreements, restrictions under applicable law, our business prospects and other factors that our Board of Directors may deem relevant.
9. Stock Repurchase Authority
On February 2, 2022, our Board of Directors authorized the repurchase of up to $100.0 million of our common shares (the “2022 Common Share Repurchase Authority”). Under these authorizations, when in force, purchases were and may be made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods. The actual amount and timing of share repurchases are subject to capital availability, our determination that share repurchases are in the best interests of our shareholders, and market conditions. As of December 31, 2023, our total purchases under the 2022 Common Share Repurchase Authority totaled 50,000 shares for an aggregate consideration of $0.7 million. We are not obligated to make any common share repurchases.
10. Stock-Based Compensation Plans
Our stock-based compensation expense is included within general and administrative expenses in the unaudited condensed consolidated statements of operations and was $1.4 million and $1.0 million for the three months ended December 31, 2023 and 2022, respectively, and $6.3 million and $3.4 million for the nine months ended December 31, 2023 and 2022, respectively. Unrecognized compensation cost was $4.9 million as of December 31, 2023 and will be recognized over a remaining weighted average life of 1.54 years. For more information on our equity incentive plan, refer to Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023.
A summary of the activity of restricted shares and units awarded under our equity incentive plan as of December 31, 2023 and changes during the nine months ended December 31, 2023, is as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Weighted-Average | ||||||
| · · · · Grant-Date · | ||||||
| Incentive Share/Unit Awards · · Number of Shares/Units · · Fair Value · | ||||||
| Unvested as of April 1, 2023 | | 328,382 | | $11.79 | | |
| Granted | | 302,031 | | | 28.31 | |
| Vested | | (326,665) | | | 16.79 | |
| Unvested as of December 31, 2023 | | 303,748 | | $22.83 | | |
11. Revenues
Revenues comprise the following:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Three months ended · Nine months ended | |||||||||||||
| · · December 31, 2023 · December 31, 2022 · · December 31, 2023 · December 31, 2022 | |||||||||||||
| Net pool revenues—related party | | $155,922,970 | | $96,558,251 | | $398,160,923 | | $237,314,421 | | ||||
| Time charter revenues | | | 6,410,997 | | | 5,971,056 | | | 19,310,237 | | | 17,410,513 | |
| Other revenues, net | | | 730,536 | | 792,949 | | | 1,854,712 | | 1,389,231 | | ||
| Total revenues | | $163,064,503 | $103,322,256 | | $419,325,872 | $256,114,165 | | ||||||
Net pool revenues—related party depend upon the net results of the Helios Pool, and the operating days and pool points for each vessel. Refer to Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023.
Other revenues, net mainly represent claim reimbursements and income from charterers relating to reimbursement of voyage expenses, such as costs for war risk insurance and security guards.
12. Financial Instruments and Fair Value Disclosures
Our principal financial assets consist of cash and cash equivalents, investment securities, amounts due from related parties, derivative instruments, and trade accounts receivable. Our principal financial liabilities consist of long-term debt, accounts payable, amounts due to related parties, and accrued liabilities.
| (a) | Concentration of credit risk: Financial instruments, which may subject us to significant concentrations of credit risk, consist principally of amounts due from our charterers, including the receivables from Helios Pool, and cash and cash equivalents. We limit our credit risk with amounts due from our charterers, including those through the Helios Pool, by performing ongoing credit evaluations of our charterers’ financial condition and generally do not require collateral from our charterers. We limit our credit risk with our cash and cash equivalents and restricted cash by placing it with highly-rated financial institutions. |
| (b) | Interest rate risk: Our long-term bank loans are based on SOFR and hence we are exposed to movements thereto. We entered into interest rate swap agreements in order to hedge a majority of our variable interest rate exposure related to our 2023 A&R Debt Facility. |
| (c) | Fair value measurements: Interest rate swaps are stated at fair value, which is determined using a discounted cash flow approach based on market‑based SOFR swap yield rates. SOFR swap rates are observable at commonly quoted intervals for the full terms of the swaps and, therefore, are considered Level 2 items in accordance with the fair value hierarchy. The fair value of the interest rate swap agreements approximates the amount that we would have to pay or receive for the early termination of the agreements. |
The following table summarizes the location on the balance sheet of the financial assets and liabilities that are carried at fair value on a recurring basis, which comprise our financial derivatives, all of which are considered Level 2 items in accordance with the fair value hierarchy as of:
| · · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · · December 31, 2023 · · · March 31, 2023 | |||||||||
| · · Other non-current assets · · Long-term liabilities · · Other non-current assets · · Long-term liabilities | |||||||||
| Derivatives not designated as hedging instruments · Derivative instruments · Derivative instruments · Derivative instruments · Derivative instruments | |||||||||
| Interest rate swap agreements | | $7,628,093 | | $— | | $9,278,544 | | $— | |
The effect of derivative instruments within the unaudited interim condensed consolidated statements of operations for the periods presented is as follows:
| · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · · · Three months ended · | ||||||||
| Derivatives not designated as hedging instruments · Location of gain/(loss) recognized · December 31, 2023 · December 31, 2022 | ||||||||
| Interest rate swaps—change in fair value | Unrealized loss on derivatives | $(6,070,320) | | $(700,015) | | |||
| Interest rate swaps—realized gain | Realized gain on derivatives | | 1,916,347 | | | 1,404,004 | | |
| Gain/(Loss) on derivatives, net | | | $(4,153,973) | | $703,989 | | ||
| · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · Nine months ended | ||||||||
| Derivatives not designated as hedging instruments · Location of gain/(loss) recognized · December 31, 2023 · December 31, 2022 | ||||||||
| Interest rate swaps—change in fair value | Unrealized gain/(loss) on derivatives | | (1,650,452) | | | 4,847,064 | | |
| Interest rate swaps—realized gain | Realized gain on derivatives | | 5,692,328 | | | 1,997,815 | | |
| Gain on derivatives, net | | | $4,041,876 | | $6,844,879 | | ||
As of December 31, 2023 and March 31, 2023, no fair value measurements for assets or liabilities under Level 1 or Level 3 were recognized in the consolidated balance sheets with the exception of cash and cash equivalents, restricted cash, and investment securities. We did not have any other assets or liabilities measured at fair value on a non-recurring basis during the three and nine months ended December 31, 2023 and 2022.
| (d) | Book values and fair values of financial instruments: In addition to the derivatives that we are required to record at fair value on our balance sheet (see (c) above) and investment securities and available-for-sale securities (U.S. treasury notes with an aggregate fair value of $1.8 million as of December 31, 2023 and face values of $1.8 million maturing on September 30, 2024 and other investment securities with an aggregate fair value of $2.9 million as of December 31, 2023) that are included in other current assets in our balance sheet and available-for-sale securities (U.S. treasury notes with an aggregate fair value of $9.7 million as of December 31, 2023 and face values of and $10.0 million maturing March 15, 2025) that are recorded as a non-current asset on our balance sheet that we record at fair value, we have other financial instruments that are carried at historical cost. These financial instruments include trade accounts receivable, amounts due from related parties, cash and cash equivalents, restricted cash, accounts payable, amounts due to related parties and accrued liabilities for which the historical carrying value approximates the fair value due to the short-term nature of these financial instruments. Cash and cash equivalents, restricted cash and investment securities are considered Level 1 items. |
The summary of gains and losses on our investment securities included in other gain/(loss), net on our unaudited interim condensed consolidated statements of operations for the periods presented is as follows:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · Three months ended · | |||||||
| · December 31, 2023 · December 31, 2022 · | |||||||
| Unrealized gain on investment securities | | $103,127 | | $206,691 | | ||
| Realized gain on investment securities | | 872,557 | | | — | | |
| Net gain on investment securities | $975,684 | | $206,691 | | |||
| | | | | | | | |
| | | Nine months ended | | ||||
| | December 31, 2023 | December 31, 2022 | |||||
| Unrealized gain on investment securities | | $1,209,363 | | $1,013,794 | | ||
| Realized gain on investment securities | | 872,557 | | | 776,770 | | |
| Net gain on investment securities | $2,081,920 | | $1,790,564 | | |||
We have long-term debt related to the Corsair Japanese Financing, Cresques Japanese Financing, Cratis Japanese Financing, Copernicus Japanese Financing, Chaparral Japanese Financing, Cougar Japanese Financing, Caravelle Japanese Financing, and Captain Markos Dual-Fuel Japanese Financing, (collectively, the “Japanese Financings”) that incur interest at a fixed-rate. We have long-term debt related to the BALCAP Facility that incurs interest at a fixed-rate. The Japanese Financings and BALCAP Facility are considered Level 2 items in accordance with the fair value hierarchy and the fair value of each is based on a discounted cash flow analysis using current observable interest rates. The following table summarizes the carrying value and estimated fair value of our fixed rate debt obligations as of:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2023 · · · March 31, 2023 · | ||||||||||||||
| · Carrying Value · Fair Value · · Carrying Value · Fair Value · | ||||||||||||||
| Corsair Japanese Financing | | $31,958,334 | | $30,913,851 | | | $34,395,834 | | $33,051,190 | | ||||
| Cresques Japanese Financing | | | 26,051,147 | | | 27,167,568 | | | | 27,377,615 | | | 27,377,615 | |
| Cratis Japanese Financing | | | 42,520,000 | | | 39,709,573 | | | | 45,580,000 | | | 42,185,289 | |
| Copernicus Japanese Financing | | | 42,520,000 | | | 39,709,573 | | | | 45,580,000 | | | 42,185,289 | |
| Chaparral Japanese Financing | | | 60,520,350 | | | 59,271,538 | | | | 62,342,859 | | | 60,701,217 | |
| Caravelle Japanese Financing | | | 43,400,000 | | | 40,502,655 | | | | 46,100,000 | | | 42,707,169 | |
| Cougar Japanese Financing | | | 44,600,000 | | | 45,457,642 | | | | 47,300,000 | | | 47,300,000 | |
| Captain Markos Dual-Fuel Japanese Financing | | | 53,900,000 | | | 56,564,960 | | | | 55,790,000 | | | 55,790,000 | |
| BALCAP Facility | | | 68,299,438 | | | 64,450,037 | | | | 74,096,125 | | | 69,032,167 | |
13. Earnings Per Share (“EPS”)
Basic EPS represents net income attributable to common shareholders divided by the weighted average number of our common shares outstanding during the measurement period. Our restricted stock shares include rights to receive dividends that are subject to the risk of forfeiture if service requirements are not satisfied, and as a result, these shares are not considered participating securities and are excluded from the basic weighted-average shares outstanding calculation. Diluted EPS represent net income attributable to common shareholders divided by the weighted average number of our common shares outstanding during the measurement period while also giving effect to all potentially dilutive common shares that were outstanding during the period.
The calculations of basic and diluted EPS for the periods presented are as follows:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended · · Nine months ended · | |||||||||||||
| (In U.S. dollars except share data) · · December 31, 2023 · · December 31, 2022 · · December 31, 2023 · · December 31, 2022 · | |||||||||||||
| Numerator: | | | | | | | | | | | | | |
| Net income | | $99,972,913 | | $51,263,710 | | $228,206,715 | | $96,422,895 | | ||||
| Denominator: | | | | | | | | | | | | | |
| Basic weighted average number of common shares outstanding | | | 40,350,476 | | | 40,091,299 | | | 40,202,758 | | | 40,004,100 | |
| Effect of dilutive restricted stock and restricted stock units | | | 157,027 | | | 163,475 | | | 168,376 | | | 174,542 | |
| Diluted weighted average number of common shares outstanding | | | 40,507,503 | | | 40,254,774 | | | 40,371,134 | | | 40,178,642 | |
| EPS: | | | | | | | | | | | | | |
| Basic | | $2.48 | | $1.28 | | $5.68 | | $2.41 | | ||||
| Diluted | | $2.47 | | $1.27 | | $5.65 | | $2.40 | | ||||
There were no shares of unvested restricted stock excluded from the calculation of diluted EPS because the effect of their inclusion would be anti-dilutive for the three and nine months ended December 31, 2023 and 2022.
14. Commitments and Contingencies
Commitments under Newbuilding Contracts
On November 24, 2023, we entered into an agreement for a newbuilding VLGC/AC with a cargo carrying capacity of 93,000 cbm that can transport LPG or ammonia, which is expected to be delivered from Hanwha Ocean Co. Ltd. in the third calendar quarter of 2026. As of December 31, 2023, we had the following commitments related to the newbuilding:
| | | | | |
|---|---|---|---|---|
| · · December 31, 2023 · | ||||
| Less than one year | | $35,701,110 | | |
| One to three years | | | 83,302,590 | |
| Total | | $119,003,700 | | |
Commitments under Contracts for Scrubbers Purchases and Other Vessel Upgrades
We had contractual commitments related to contracts to scrubbers to reduce sulfur emissions and other vessel upgrades as follows:
| · · · · | |||
|---|---|---|---|
| | | December 31, 2023 | |
| Less than one year | | $445,621 | |
Fixed Time Charter Contracts
We had the following future minimum fixed time charter hire receipts based on non-cancelable long-term fixed time charter contracts:
| · · · · | |||
|---|---|---|---|
| | | December 31, 2023 | |
| Less than one year | | $12,652,986 | |
Other
From time to time, we expect to be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. Such claims, even if lacking in merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any claim that is reasonably possible and should be disclosed or probable and for which a provision should be established in the unaudited interim condensed consolidated financial statements. Also, if applicable, we record undiscounted receivables for probable loss
recoveries from insurance or other parties. We are not aware of any material claim that is reasonably possible and should be disclosed in the unaudited interim condensed consolidated financial statements.
15. Subsequent Events
Dividend
On January 24, 2024, we announced that our Board of Directors declared an irregular cash dividend of $1.00 per share of the Company’s common stock, returning $40.6 million of capital to shareholders. The dividend is payable on or about February 27, 2024 to all shareholders of record as of the close of business on February 5, 2024.
VLGC/AC Installment Payment
Repurchase of Our Common Shares
On January 11, 2024, we repurchased 25,000 of our common shares for $1.0 million pursuant to our 2022 Common Share Repurchase Authority, which we held as treasury shares. As of January 26, 2024, we repurchased a total of 75,000 shares of our common stock for approximately $1.8 million under this program, resulting in $98.2 million of available authorization remaining.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.