DORIAN LPG LTD

Previous wording

Currently, fifteen of our ECO VLGCs, including one of our time chartered-in ECO-VLGCs, are fitted with exhaust gas cleaning systems (commonly referred to as “scrubbers”) to reduce sulfur emissions. We have additional commitments related to the fabrication of scrubbers for installation on one of our VLGCs with installation expected to be completed during our fiscal year 2025, and on our newbuilding VLGC/AC. Vessels fitted with scrubbers allow us to reduce our emissions and to burn less refined fuel, which is frequently cheaper than more refined, lower sulfur grades. When the cost of more refined fuel exceeds that of less refined fuel, we are typically able to earn a higher TCE for spot voyages and to potentially contract time charters at higher rates compared to vessels without scrubbers. Additionally, one of the chartered-in dual-fuel Panamax size VLGCs is equipped with a shaft generator, which generates additional electricity that can be used to reduce fuel consumption and carbon emissions.

Current wording

Currently, sixteen of our ECO VLGCs, including one of our time chartered-in ECO-VLGCs, are fitted with exhaust gas cleaning systems (commonly referred to as “scrubbers”) to reduce sulfur emissions. We also have a contractual commitment to fabricate a scrubber on our newbuilding VLGC/AC. Vessels fitted with scrubbers allow us to reduce our emissions and to burn less refined fuel, which is frequently cheaper than more refined, lower sulfur grades. When the cost of more refined fuel exceeds that of less refined fuel, we are typically able to earn a higher TCE for spot voyages and to potentially contract time charters at higher rates compared to vessels without scrubbers. Additionally, one of the chartered-in dual-fuel Panamax size VLGCs is equipped with a shaft generator, which generates additional electricity that can be used to reduce fuel consumption and carbon emissions.

Previous wording

We continue to pursue a balanced chartering strategy by employing our vessels on a mix of multi-year time charters, some of which may include a profit-sharing component, shorter-term time charters, spot market voyages and COAs. Currently, two of our VLGCs are on fixed-rate time charters outside of the Helios Pool. See “Our Fleet” below for more information and the definition of Pool-TCO.

Current wording

We continue to pursue a balanced chartering strategy by employing our vessels on a mix of multi-year time charters, some of which may include a profit-sharing component, shorter-term time charters, spot market voyages and COAs. Currently, one of our VLGCs is on a fixed-rate time charter outside of the Helios Pool. See “Our Fleet” below for more information and the definition of Pool-TCO.

Previous wording

On July 24, 2024, we announced that our Board of Directors has declared an irregular cash dividend of $1.00 per share of the Company’s common stock totaling $42.6 million. The dividend is payable on or about August 21, 2024 to all shareholders of record as of the close of business on August 8, 2024.

Current wording

On October 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 totaling $42.8 million. The dividend is payable on or about November 25, 2024 to all shareholders of record as of the close of business on November 5, 2024.

Previous wording

Vessel operating expenses were $20.5 million during the three months ended June 30, 2024, or $10,717 per vessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time-period for the technically-managed vessels that were in our fleet and increased by $0.7 million, or 3.2% from $19.8 million for the three months ended June 30, 2023.The increase of $334 per vessel per calendar day, from $10,383 for the three months ended June 30, 2023 to $10,717 per vessel per calendar day for the three months ended June 30, 2024 was primarily the result of increases of $159 per vessel per calendar day for spares and stores and $102 per vessel per calendar day for crew wages and related costs. Excluding non-capitalizable drydock-related operating expenses, daily operating expenses increased by $523 from $10.094 for the three months ended June 30, 2023 to $10.617 for the three months ended June 30, 2024.

Current wording

Vessel operating expenses were $19.5 million during the three months ended September 30, 2024, or $10,114 per vessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time-period for the technically-managed vessels that were in our fleet and decreased by $1.5 million, or 6.9% from $21.0 million for the three months ended September 30, 2023.The decrease of $744 per vessel per calendar day, from $10,858 for the three months ended September 30, 2023 to $10,114 per vessel per calendar day for the three months ended September 30, 2024 was primarily the result of decreases per vessel per calendar day of $301 for spares and stores, $166 for lubricants, $116 for repairs and maintenance and $207 per vessel per calendar day for other vessel operating expenses. Excluding non-capitalizable drydock-related operating expenses, daily operating expenses decreased by $632 from $10,399 for the three months ended September 30, 2023 to $9,767 for the three months ended September 30, 2024.

Previous wording

General and administrative expenses were $10.4 million for the three months ended June 30, 2024, an increase of $1.2 million, or 13.1%, from $9.2 million for the three months ended June 30, 2023 and was driven by increases of $0.5 million in stock-based compensation, $0.5 million in cash bonuses, and $0.2 million in other general and administrative expenses.

Current wording

General and administrative expenses were $16.5 million for the three months ended September 30, 2024, an increase of $2.9 million, or 21.2%, from $13.6 million for the three months ended September 30, 2023 and was driven by increases of $1.8 million in stock-based compensation, $0.7 million in cash bonuses, and $0.4 million in other general and administrative expenses.

Previous wording

Interest income amounted to $3.7 million for the three months ended June 30, 2024, compared to $1.7 million for the three months ended June 30, 2023. The increase of $2.0 million is mainly attributable to (i) higher average cash

Current wording

Interest income amounted to $4.5 million for the three months ended September 30, 2024, compared to $2.0 million for the three months ended September 30, 2023. The increase of $2.5 million is mainly attributable to higher average cash balances for the three months ended September 30, 2024 when compared to the three months ended September 30, 2023.

Previous wording

Interest and finance costs amounted to $9.5 million for the three months ended June 30, 2024, a decrease of $0.9 million, or 8.5%, from $10.4 million for the three months ended June 30, 2023. The decrease of $0.9 million during this period was mainly due to a decrease of $0.9 million in loan interest on our long-term debt, which was driven by a decrease in average indebtedness, excluding deferred financing fees, from $658.2 million for the three months ended June 30, 2023 to $606.6 million for the three months ended June 30, 2024.

Current wording

Interest and finance costs amounted to $19.0 million for the six months ended September 30, 2024, a decrease of $1.7 million, or 8.5%, from $20.7 million for the six months ended September 30, 2023. The decrease of $1.7 million during this period was mainly due to a decrease of $1.8 million in loan interest on our long-term debt, which was driven by a decrease in average indebtedness, excluding deferred financing fees, from $652.4 million for the six months ended September 30, 2023 to $599.9 million for the six months ended September 30, 2024.

Previous wording

Unrealized loss on derivatives amounted to $0.4 million for the three months ended June 30, 2024, compared to a gain of $2.9 million for the three months ended June 30, 2023. The $3.3 million unfavorable change is primarily attributable to changes in forward SOFR yield curves and reduced notional amounts.

Current wording

Unrealized loss on derivatives amounted to $6.0 million for the six months ended September 30, 2024, compared to a gain of $4.4 million for the six months ended September 30, 2023. The $10.4 million unfavorable change is primarily attributable to an unfavorable change in the fair value of our interest rate swaps caused by changes in forward SOFR yield curves and changes in notional amounts.

Previous wording

Our business is capital intensive, and our future success depends on our ability to maintain a high-quality fleet. As of June 30, 2024, we had cash and cash equivalents of $353.3 million and non-current restricted cash of $0.1 million.

Current wording

Our business is capital intensive, and our future success depends on our ability to maintain a high-quality fleet. As of September 30, 2024, we had cash and cash equivalents of $348.6 million and restricted cash of $0.9 million.

Previous wording

Our primary sources of capital during the three months ended June 30, 2024 were (i) the net cash proceeds from the issuance of our common stock in June 2024 (excluding $0.1 million of legal and other offering costs included in liabilities as of June 30, 2024) amounted to approximately $84.5 million after the deduction of underwriting discounts and commission and (ii) $41.2 million in cash generated from operations. As of June 30, 2024, the outstanding balance of our long-term debt, net of deferred financing fees of $5.0 million, was $592.1 million including $53.7 million of principal on our long-term debt scheduled to be repaid within the next twelve months.

Current wording

Our primary sources of capital during the six months ended September 30, 2024 were (i) the net cash proceeds from the issuance of our common stock in June 2024 amounted to approximately $84.4 million, net of underwriting discounts and commission, and legal and other offering costs, and (ii) $98.6 million in cash generated from operations. As of September 30, 2024, the outstanding balance of our long-term debt, net of deferred financing fees of $4.7 million, was $579.0 million including $53.8 million of principal on our long-term debt scheduled to be repaid within the next twelve months.

Previous wording

and installation of scrubbers represent our short-term, medium-term and long-term liquidity needs as of June 30, 2024. We anticipate satisfying our liquidity needs for at least the next twelve months with cash on hand, cash from operations and, if needed, drawdowns on the revolving credit facility available under the 2023 A&R Debt Facility. We may also seek additional liquidity through alternative sources of debt financings and/or through equity financings by way of private or public offerings. However, if these sources are insufficient to satisfy our short-term liquidity needs, or to satisfy our future medium-term or long-term liquidity needs, we may need to seek alternative sources of financing and/or modifications of our existing credit facility and financing arrangements. There is no assurance that we will be able to obtain any such financing or modifications to our existing credit facility and financing arrangements on terms acceptable to us, or at all.

Current wording

financings by way of private or public offerings. However, if these sources are insufficient to satisfy our short-term liquidity needs, or to satisfy our future medium-term or long-term liquidity needs, we may need to seek alternative sources of financing and/or modifications of our existing credit facility and financing arrangements. There is no assurance that we will be able to obtain any such financing or modifications to our existing credit facility and financing arrangements on terms acceptable to us, or at all.

Previous wording

On June 7, 2024, we issued 2 million shares to the public at a price of $44.50 per share with proceeds totaling $89.0 million, less (i) $2.225 per share, or $4.5 million, of underwriting discounts and commissions, and (ii) $0.1 million of legal and other offering costs included in liabilities as of June 30, 2024.

Current wording

On June 7, 2024, we issued 2 million shares to the public at a price of $44.50 per share with proceeds totaling $89.0 million, less (i) $2.225 per share, or $4.5 million, of underwriting discounts and commissions, and (ii) $0.1 million of legal and other offering costs.

Previous wording

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 this authorization, 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 June 30, 2024, our total purchases under the 2022 Common Share Repurchase Authority totaled 75,000 shares for an aggregate consideration of $1.8 million. No repurchases were made during the three months ended June 30, 2024. We are not obligated to make any common share repurchases.

Current wording

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 this authorization, 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 September 30, 2024, our total purchases under the 2022 Common Share Repurchase Authority totaled 75,000 shares for an aggregate consideration of $1.8 million. No repurchases under the 2022 Common Share Repurchase Authority were made during the six months ended September 30, 2024. We are not obligated to make any common share repurchases.

Previous wording

This was an irregular dividend. 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. Our dividend policy will also impact our future liquidity position. Marshall Islands law generally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent by the payment of such a dividend.

Current wording

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. Our dividend policy will also impact our future liquidity position. Marshall Islands law generally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent by the payment of such a dividend.

Previous wording

The following table summarizes our cash and cash equivalents provided by/(used in) operating, financing and investing activities for the three months ended June 30:

Current wording

The following table summarizes our cash and cash equivalents provided by/(used in) operating, financing and investing activities for the six months ended September 30:

Previous wording

Operating Cash Flows. Net cash provided by operating activities for the three months ended June 30, 2024 was $41.2 million, compared to $63.3 million for the three months ended June 30, 2023. The decrease in cash generated from

Current wording

Operating Cash Flows. Net cash provided by operating activities for the six months ended September 30, 2024 was $98.6 million, compared to $163.6 million for the six months ended September 30, 2023. The decrease in cash generated from operations of $65.0 million is primarily related to reduced operating income*.*

Previous wording

Net cash flow from operating activities depends upon our overall profitability, market rates for vessels employed on voyage charters and in the Helios Pool, charter rates agreed to for time charters, the timing and amount of payments for drydocking expenditures and unscheduled repairs and maintenance, fluctuations in working capital balances and bunker costs.

Current wording

Net cash flow from operating activities depends upon our overall profitability, spot market rates for vessels employed on voyage charters and in the Helios Pool, charter rates agreed to for time charters, the timing and amount of payments for drydocking expenditures and unscheduled repairs and maintenance, fluctuations in working capital balances and bunker costs.

Previous wording

Investing Cash Flows. Net cash used in investing activities was $1.3 million for the three months ended June 30, 2024 compared with net cash used in investing activities of $2.3 million for the three months ended June 30, 2023. For the three months ended June 30, 2024, net cash used in investing activities was comprised of $1.3 million of payments for vessels under construction and vessel capital expenditures. For the three months ended June 30, 2023, net cash used in investing activities was comprised of $2.3 million of capital expenditure payments for vessels under construction and vessel capital expenditures.

Current wording

Investing Cash Flows. Net cash used in investing activities was $1.0 million for the six months ended September 30, 2024 compared with net cash used in investing activities of $9.4 million for the six months ended September 30, 2023. For the six months ended September 30, 2024, net cash used in investing activities was comprised of $2.8 million of payments for vessels under construction and vessel capital expenditures, partially offset by a $1.8 million maturity of available-for-sale debt securities. For the six months ended September 30, 2023, net cash used in investing activities was comprised of $7.3 million of capital expenditure payments for vessel capital expenditures and $2.0 million in purchases of investment securities.

Previous wording

Financing Cash Flows. Net cash provided by financing activities was $30.8 million for the three months ended June 30, 2024, compared with net cash used in financing activities of $54.1 million for the three months ended June 30, 2023. For the three months ended June 30, 2024, net cash provided by financing activities consisted of $89.0 million of gross proceeds from an issuance of common shares, partially offset by (i) dividend payments of $40.4 million; (ii) repayments of long-term debt of $13.3 million; and (iii) equity offering costs paid of $4.5 million.

Current wording

Financing Cash Flows. Net cash used in financing activities was $30.6 million for the six months ended September 30, 2024, compared with net cash used in financing activities of $110.8 million for the six months ended September 30, 2023. For the six months ended September 30, 2024, net cash used in financing activities consisted of (i) dividend payments of $84.0 million; (ii) repayments of long-term debt of $26.7 million; and (iii) payments to repurchase common stock of $4.3 million; partially offset by $84.4 million of net proceeds from an issuance of common shares ($89.0 million of gross proceeds less offering costs paid of $4.6 million).

Previous wording

For the three months ended June 30, 2023, net cash used in financing activities primarily consisted of (i) dividend payments of $40.5 million; (ii) repayments of long-term debt of $13.2 million; and (iii) payments to repurchase common stock of $0.3 million.

Current wording

For the six months ended September 30, 2023, net cash used in financing activities primarily consisted of (i) dividend payments of 81.6 million; (ii) repayments of long-term debt of $26.5 million; and (iii) payments to repurchase common stock of $2.7 million.

Previous wording

As our vessels age and our fleet expands, our drydocking expenses will increase. We estimate the current cash outlay for a VLGC special survey to be approximately $1.2 million per vessel (excluding any capital improvements, such as scrubbers and ballast water management systems, to the vessel that may be made during such drydockings) and the cost of an intermediate survey to be between $150,000 and $250,000 per vessel. Ongoing costs for compliance with environmental regulations are primarily included as part of our drydocking and classification society survey costs. In order to comply with current emissions regulations, we have installed scrubbers on fourteen of our vessels and have one chartered-in scrubber-equipped vessel, which allows us to burn heavy fuel oil. Our other non-dual fuel vessels currently consume compliant fuels on board (0.5% sulfur), which are readily available globally, but at a significantly higher cost. We have entered into contracts to fabricate scrubbers for installation on one of our VLGCs and on our newbuilding VLGC/AC with commitments on these contracts totaling $1.2 million as of June 30, 2024. We also have one newbuilding Dual-fuel ECO VLGC and three chartered-in dual-fuel vessels that have the capability to burn LPG as fuel, which we believe may provide an economic benefit over traditional fuel. Please see “Item 1A. Risk Factors—Risks Relating to Our Company—We may incur increasing costs for the drydocking, maintenance or replacement of our vessels as they age, and, as our vessels age, the risks associated with older vessels could adversely affect our ability to obtain profitable charters” in our Annual Report on Form 10-K for the year ended March 31, 2024.

Current wording

fuel oil. Our other non-dual fuel vessels currently consume compliant fuels on board (0.5% sulfur), which are readily available globally, but at a significantly higher cost. We have entered into a contract to fabricate a scrubber for installation on our newbuilding VLGC/AC with remaining commitments on this contract totaling $1.0 million as of September 30, 2024. We also have one newbuilding Dual-fuel ECO VLGC and three chartered-in dual-fuel vessels that have the capability to burn LPG as fuel, which we believe may provide an economic benefit over traditional fuel. Please see “Item 1A. Risk Factors—Risks Relating to Our Company—We may incur increasing costs for the drydocking, maintenance or replacement of our vessels as they age, and, as our vessels age, the risks associated with older vessels could adversely affect our ability to obtain profitable charters” in our Annual Report on Form 10-K for the year ended March 31, 2024.

Previous wording

As of June 30, 2024, independent appraisals of our technically-managed VLGCs in our fleet had no indications of impairment on any of our VLGCs in accordance with ASC 360 Property, Plant, and Equipment. No impairment charges were recognized for the three months ended June 30, 2024.

Current wording

As of September 30, 2024, independent appraisals of our technically-managed VLGCs in our fleet had no indications of impairment on any of our VLGCs in accordance with ASC 360 Property, Plant, and Equipment. No impairment charges were recognized for the six months ended September 30, 2024.