Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 001-36437
Dorian LPG Ltd.
(Exact name of registrant as specified in its charter)
Marshall Islands
66-0818228
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
c/o Dorian LPG (USA) LLC
27 Signal Road, Stamford, CT
06902
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (203) 674-9900
Former name, former address and former fiscal year, if changed since last report: Not Applicable
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share
LPG
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of October 29, 2021, there were 40,140,366 shares of the registrant’s common stock outstanding.
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), including analyses and other information based on forecasts of future results and estimates of amounts not yet determinable and statements relating to our future prospects, developments and business strategies. Such forward-looking statements are intended to be covered by the safe harbor provided for under the sections referenced in the immediately preceding sentence and the PSLRA. Forward-looking statements are generally identified by their use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “might,” “pending,” “plan,” “possible,” “potential,” “predict,” “project,” “seeks,” “should,” “targets,” “will,” “would,” and similar terms and phrases, including references to assumptions. Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual future activities and results of operations to differ materially from future results expressed, projected, or implied by those forward-looking statements in this quarterly report.
These risks include the risks that are identified in the “Risk Factors” section of this quarterly report and of our Annual Report on Form 10-K for the fiscal year ended March 31, 2021, and also include, among others, risks associated with the following:
Actual results could differ materially from expectations expressed in the forward-looking statements in this quarterly report if one or more of the underlying assumptions or expectations proves to be inaccurate or is not realized. You should thoroughly read this quarterly report with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this quarterly report include additional factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and
uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the forward-looking statements by these cautionary statements.
We caution readers of this quarterly report not to place undue reliance on forward-looking statements. Any forward-looking statements contained herein are made only as of the date of this report, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
As used in this quarterly report and unless otherwise indicated, references to “Dorian,” the “Company,” “we,” “our,” “us,” or similar terms refer to Dorian LPG Ltd. and its subsidiaries.
TABLE OF CONTENTS
PART I.
FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2021 and March 31, 2021
1
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2021 and September 30, 2020
2
Unaudited Condensed Consolidated Statements of Shareholders' Equity for the six months ended September 30, 2021 and September 30, 2020
3
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2021 and September 30, 2020
4
Notes to Unaudited Condensed Consolidated Financial Statements
5
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
19
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
30
ITEM 4.
CONTROLS AND PROCEDURES
PART II.
OTHER INFORMATION
LEGAL PROCEEDINGS
32
ITEM 1A.
RISK FACTORS
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 6.
EXHIBITS
EXHIBIT INDEX
33
SIGNATURES
34
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Unaudited Condensed Consolidated Balance Sheets
(Expressed in United States Dollars, except for share data)
As of
September 30, 2021
March 31, 2021
Assets
Current assets
Cash and cash equivalents
$
98,105,235
79,330,007
Restricted cash—current
5,315,951
Trade receivables, net and accrued revenues
347,230
202,221
Due from related parties
29,805,770
56,191,375
Inventories
1,780,298
2,007,464
Prepaid expenses and other current assets
10,933,818
10,296,229
Total current assets
146,288,302
153,343,247
Fixed assets
Vessels, net
1,311,063,981
1,377,028,255
Vessels under construction
8,059,748
—
Other fixed assets, net
105,735
148,836
Total fixed assets
1,319,229,464
1,377,177,091
Other non-current assets
Deferred charges, net
10,658,199
10,158,202
Due from related parties—non-current
22,000,000
23,100,000
Restricted cash—non-current
80,651
81,241
Operating lease right-of-use assets
12,928,782
17,672,227
413,528
82,837
Total assets
1,511,598,926
1,581,614,845
Liabilities and shareholders’ equity
Current liabilities
Trade accounts payable
9,432,098
9,831,328
Accrued expenses
9,579,112
8,765,264
Due to related parties
37,434
117,803
Deferred income
613,266
853,983
Derivative instruments
487,361
1,100,529
Current portion of long-term operating lease liabilities
9,666,997
9,591,447
Current portion of long-term debt
66,472,664
51,820,283
Dividends payable
230,090
Total current liabilities
96,519,022
82,080,637
Long-term liabilities
Long-term debt—net of current portion and deferred financing fees
500,391,565
539,651,761
Long-term operating lease liabilities
3,252,857
8,080,995
2,919,306
3,454,862
Other long-term liabilities
1,566,886
1,521,260
Total long-term liabilities
508,130,614
552,708,878
Total liabilities
604,649,636
634,789,515
Commitments and contingencies
Shareholders’ equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued nor outstanding
Common stock, $0.01 par value, 450,000,000 shares authorized, 51,275,609 and 51,071,409 shares issued, 40,140,366 and 41,493,275 shares outstanding (net of treasury stock), as of September 30, 2021 and March 31, 2021, respectively
512,757
510,715
Additional paid-in-capital
758,711,553
756,776,217
Treasury stock, at cost; 11,135,243 and 9,578,134 shares as of September 30, 2021 and March 31, 2021, respectively
(121,209,001)
(99,862,114)
Retained earnings
268,933,981
289,400,512
Total shareholders’ equity
906,949,290
946,825,330
Total liabilities and shareholders’ equity
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
Unaudited Condensed Consolidated Statements of Operations
(Expressed in United States Dollars)
Three months ended
Six months ended
September 30, 2020
Revenues
Net pool revenues—related party
56,721,405
49,723,556
111,883,651
116,652,977
Time charter revenues
5,268,603
4,177,064
10,614,742
9,263,068
Other revenues, net
1,096,850
809,657
3,539,203
1,959,556
Total revenues
63,086,858
54,710,277
126,037,596
127,875,601
Expenses
Voyage expenses
1,064,613
858,919
2,421,005
1,674,114
Charter hire expenses
2,403,968
4,518,850
5,912,038
9,234,448
Vessel operating expenses
18,428,738
21,435,904
38,710,292
38,825,267
Depreciation and amortization
16,769,098
17,202,714
33,912,013
34,093,127
General and administrative expenses
9,351,728
5,912,810
17,390,535
17,215,786
Total expenses
48,018,145
49,929,197
98,345,883
101,042,742
Gain on disposal of vessel
3,466,210
Other income—related parties
580,387
632,680
1,213,275
1,100,703
Operating income
19,115,310
5,413,760
32,371,198
27,933,562
Other income/(expenses)
Interest and finance costs
(5,557,707)
(6,665,144)
(11,207,481)
(15,752,380)
Interest income
39,104
91,349
225,403
216,184
Unrealized gain on derivatives
714,998
3,968,686
1,148,724
3,472,880
Realized loss on derivatives
(914,837)
(2,129,695)
(1,818,555)
(2,935,924)
Other gain/(loss), net
704,935
(141,006)
(748,386)
(228,367)
Total other income/(expenses), net
(5,013,507)
(4,875,810)
(12,400,295)
(15,227,607)
Net income
14,101,803
537,950
19,970,903
12,705,955
Weighted average shares outstanding:
Basic
40,011,505
50,711,714
40,475,625
50,632,392
Diluted
40,114,942
50,754,507
40,639,073
50,716,177
Earnings per common share—basic
0.35
0.01
0.49
0.25
Earnings per common share—diluted
Unaudited Condensed Consolidated Statements of Shareholders’ Equity
(Expressed in United States Dollars, except for number of shares)
Number of
Additional
common
Common
Treasury
paid-in
Retained
shares
stock
capital
Earnings
Total
Balance, April 1, 2020
59,083,290
590,833
(87,183,865)
866,809,371
196,835,859
977,052,198
Net income for the period
12,168,005
Restricted share award issuances
351,629
3,516
(3,516)
Stock-based compensation
1,930,902
Purchase of treasury stock
(1,198,214)
Balance, June 30, 2020
59,434,919
594,349
(88,382,079)
868,736,757
209,003,864
989,952,891
15,100
151
(151)
406,721
(1,306,388)
Balance, September 30, 2020
59,450,019
594,500
(89,688,467)
869,143,327
209,541,814
989,591,174
Balance, April 1, 2021
51,071,409
5,869,100
15,800
158
(158)
647,124
(14,793,180)
Balance, June 30, 2021
51,087,209
510,873
(114,655,294)
757,423,183
295,269,612
938,548,374
188,400
1,884
(1,884)
Dividend
(40,437,434)
1,290,254
(6,553,707)
Balance, September 30, 2021
51,275,609
Unaudited Condensed Consolidated Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of operating lease right-of-use assets
4,742,924
4,559,804
Amortization of financing costs
1,370,929
3,265,563
(1,148,724)
(3,472,880)
Stock-based compensation expense
1,937,378
2,337,623
(3,466,210)
Unrealized foreign currency (gain)/loss, net
166,990
(111,922)
Other non-cash items, net
584,810
(75,418)
Changes in operating assets and liabilities
Trade receivables, net and accrued revenue
(145,009)
549,741
(2,772,407)
(2,575,710)
26,710,137
11,741,010
172,148
(178,843)
(330,691)
1,325,146
Operating lease liabilities—current and long-term
(4,752,052)
(4,560,428)
(256,884)
774,474
Accrued expenses and other liabilities
(292,299)
(385,279)
(80,369)
(177,387)
Payments for drydocking costs
(2,633,424)
(3,110,101)
Net cash provided by operating activities
73,690,163
56,704,475
Cash flows from investing activities:
Payments for vessels under construction and vessel capital expenditures
(12,713,099)
(7,317,186)
Purchase of investment securities
(2,250,681)
(230,841)
Proceeds from sale of investment securities
3,742,429
Proceeds from maturity of short-term investments
15,000,000
Proceeds from disposal of vessel
43,423,787
Payments to acquire other fixed assets
(11,566)
Net cash provided by investing activities
32,202,436
7,440,407
Cash flows from financing activities:
Proceeds from long-term debt borrowings
55,378,172
Repayment of long-term debt borrowings
(25,910,141)
(55,173,254)
Repurchase of common stock
(20,868,757)
(2,617,805)
Financing costs paid
(68,604)
(3,695,105)
Dividend paid
(40,207,344)
Net cash used in financing activities
(87,054,846)
(6,107,992)
Effects of exchange rates on cash and cash equivalents
(63,115)
149,179
Net increase in cash, cash equivalents, and restricted cash
18,774,638
58,186,069
Cash, cash equivalents, and restricted cash at the beginning of the period
84,727,199
87,389,127
Cash, cash equivalents, and restricted cash at the end of the period
103,501,837
145,575,196
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 September 30, 2021, our fleet consists of twenty-two VLGCs, including nineteen fuel-efficient 84,000 cbm ECO-design VLGCs (“ECO-VLGCs”), two 82,000 cbm VLGCs and one time chartered-in VLGC. As of September 30, 2021, twelve of our ECO-VLGCs are equipped with exhaust gas cleaning systems (commonly referred to as “scrubbers”) to reduce sulfur emissions. 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 Phoenix (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 (defined below).
On April 1, 2015, Dorian and Phoenix Tankers Pte. Ltd. (“Phoenix”) 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, 2021 included in our Annual Report on Form 10-K filed with the SEC on June 2, 2021.
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 September 30, 2021, 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(2)
2007
82,000
CNML LPG Transport LLC
Captain Nicholas ML(2)
2008
Comet LPG Transport LLC
Comet
2014
84,000
Corsair LPG Transport LLC
Corsair(2)
Corvette LPG Transport LLC
Corvette(2)
2015
Dorian Shanghai LPG Transport LLC
Cougar
Concorde LPG Transport LLC
Concorde(2)
Dorian Houston LPG Transport LLC
Cobra
Dorian Sao Paulo LPG Transport LLC
Continental
Dorian Ulsan LPG Transport LLC
Constitution
Dorian Amsterdam LPG Transport LLC
Commodore
Dorian Dubai LPG Transport LLC
Cresques(2)
Constellation LPG Transport LLC
Constellation
Dorian Monaco LPG Transport LLC
Cheyenne
Dorian Barcelona LPG Transport LLC
Clermont
Dorian Geneva LPG Transport LLC
Cratis
Dorian Cape Town LPG Transport LLC
Chaparral
Dorian Tokyo LPG Transport LLC
Copernicus
Commander LPG Transport LLC
Commander
Dorian Explorer LPG Transport LLC
Challenger
Dorian Exporter LPG Transport LLC
Caravelle
2016
Dorian Sakura LPG Transport LLC(3)
Hull No. 1755
2023(4)
Management and Other Non-vessel Subsidiaries
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
CMNL LPG Transport LLC
COVID-19
Since the beginning of calendar year 2020, the outbreak of the COVID-19 pandemic has negatively affected economic conditions, the supply chain, the labor market, the demand for certain shipped goods regionally as well as globally and may otherwise impact our operations and the operations of our customers and suppliers. The COVID-19 pandemic resulted in numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread of the virus, including travel bans, quarantines, and other emergency public health measures, and a number of countries implemented lockdown measures. These measures resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets. If the COVID-19 pandemic continues on a prolonged basis or becomes more severe, the adverse impact on the global economy and the shipping industry may deteriorate and our operations and cash flows may be negatively impacted. The extent of COVID-19’s impact on our financial and operational results, which could be material, will depend on the length of time that the pandemic continues and whether subsequent waves of the infection happen, including as a result of the Delta variant of COVID-19, vaccination rates among the population, the effectiveness of COVID-19 vaccines, and the response by governmental bodies and regulators.
6
Uncertainties regarding the economic impact of the COVID-19 pandemic are likely to result in sustained market turmoil, which could also negatively impact our business, financial condition and cash flows. Over the course of the pandemic, governments have approved large stimulus packages to mitigate the effects of the sudden decline in economic activity caused by the pandemic; however, we cannot predict the extent to which these measures will be sufficient to restore or sustain the business and financial condition of companies in the shipping industry. These measures, though contemplated to be temporary in nature, may continue and increase as countries attempt to contain the outbreak or any reoccurrences thereof. At this stage, it is difficult to determine the full impact of COVID-19 on our business. We note that we have experienced increases in crew wages and related costs, particularly in crew travel and medical costs, as a result of COVID-19.
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, 2021 (refer to Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2021).
Accounting Pronouncements Not Yet Adopted
In March 2020, the Financial Accounting Standards Board issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”).” ASU 2020-04 provides temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. This ASU is effective for adoption at any time between March 12, 2020 and December 31, 2022. We are currently evaluating the impact of this adoption on our consolidated financial statements and related disclosures.
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 September 30, 2021 and 2020 and $0.1 million for both the six months ended September 30, 2021 and 2020.
As of September 30, 2021, $1.0 million was due from DHSA and included in “Due from related parties” in the unaudited interim condensed consolidated balance sheets. As of March 31, 2021, $1.0 million was due from DHSA and included in “Due from related parties” in the audited consolidated balance sheets.
Helios LPG Pool LLC
On April 1, 2015, Dorian and Phoenix 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 Phoenix 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 assigned to each vessel as variable charter hire and, as a result, there are no profits available to the equity investors as a
7
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 of two members from each joint venture investor. Further, in accordance with the guidance in ASC 810-10-25-38D, the Company and Phoenix 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 September 30, 2021, the Helios Pool operated twenty-five VLGCs, including twenty vessels from our fleet (including one vessel time chartered-in from an unrelated party), three Phoenix vessels, and two from other participants.
As of September 30, 2021, we had net receivables from the Helios Pool of $50.7 million, 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). As of March 31, 2021, we had net receivables from the Helios Pool of $78.1 million (net of an amount due to Helios Pool of $0.1 million which is reflected under “Due to related Parties”), including $24.2 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 September 30, 2021 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 (UK) Ltd. and Phoenix as commercial managers and has appointed both commercial managers as the exclusive commercial managers of pool vessels. Fees for commercial management services provided by Dorian LPG (UK) Ltd. are included in “Other income-related parties” in the unaudited interim condensed consolidated statement of operations and were $0.5 million and $0.6 million for the three months ended September 30, 2021, and 2020, respectively, and $1.1 million and $1.0 million for the six months ended September 30, 2021, and 2020, 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 $1.1 million and $0.8 million for the three months ended September 30, 2021, and 2020, respectively, and $1.5 million and $2.0 million for the six months ended September 30, 2021, and 2020, 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 six months ended September 30, 2021 and 2020. 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 consumption, and speed are taken into consideration) and number of days the vessel participated in the pool in the 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 12.
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4. Deferred Charges, Net
The analysis and movement of deferred charges is presented in the table below:
Drydocking
costs
Additions
1,942,982
Disposals
(74,561)
Amortization
(1,368,424)
5. Vessels, Net
Accumulated
Cost
depreciation
Net book Value
1,762,657,830
(385,629,575)
Other additions
5,437,162
(62,311,861)
23,410,912
(38,900,949)
Depreciation
(32,500,487)
1,705,783,131
(394,719,150)
Additions to vessels, net mainly consisted of scrubber purchase and installation costs and other capital improvements for certain of our VLGCs during the six months ended September 30, 2021. Our vessels, with a total carrying value of $1,311.1 million and $1,337.4 million as of September 30, 2021 and March 31, 2021, respectively, are first-priority mortgaged as collateral for our long-term debt (refer to Note 8 below). No impairment loss was recorded for the periods presented.
During the six months ended September 30, 2021, we entered into a memorandum of agreement to sell our 2006-built VLGC Captain Markos NL and completed the sale of the vessel in September 2021. We recognized a gain of $3.5 million during the six months ended September 30, 2021.
6. Vessel Under Construction
As further described in Note 15, we have entered into a thirteen-year bareboat charter agreement for a newbuilding dual-fuel VLGC that is expected to be delivered from Kawasaki Heavy Industries in March 2023. The analysis and movement of vessels under construction is presented in the table below:
Installment payments
8,000,000
Other capitalized expenditures
59,748
7. Long-term Debt
2015 AR 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, 2021 for information on our $758 million debt financing facility that we entered into in March 2015 with a group of banks and financial institutions (the “2015 Facility”), and the amendment and restatement of the 2015 Facility (the “2015 AR Facility”) on April 29, 2020.
We were in compliance with all financial covenants as of September 30, 2021.
9
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, 2021 for information on the refinancing of our 2014-built VLGC, the Corsair, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Corsair Japanese Financing”).
Concorde 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, 2021 for information on the refinancing of our 2015-built VLGC, the Concorde, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Concorde Japanese Financing”).
Corvette 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, 2021 for information on the refinancing of our 2015-built VLGC, the Corvette, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Corvette Japanese Financing”).
CMNL/CJNP 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, 2021 for information on the refinancing our 2007-built VLGC, the Captain John NP, pursuant to a memorandum of agreement and a bareboat charter agreement (the “CMNL/CJNP Japanese Financing”). On August 25, 2021, we exercised our repurchase option under the CMNL/CJNP Japanese Financing by providing a three-month notice to the owners of Captain John NP of our intent to repurchase the vessel for approximately $15.8 million in cash and application of the deposit amount of $25.2 million, which had been retained by the buyer in connection with the CMNL/CJNP Japanese Financing, towards the repurchase of the vessel. We have reclassified $14.7 million from long-term debt to current portion of long-term debt as the obligation will be settled in December 2021.
CNML 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, 2021 for information on the refinancing our 2008-built VLGC, the Captain Nicholas ML, pursuant to a memorandum of agreement and a bareboat charter agreement (the “CNML Japanese Financing”). Refer to Note 16 below for information regarding our election to exercise our repurchase option under the CNML 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, 2021 for information on the refinancing our 2015-built VLGC, the Cresques, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Cresques Japanese Financing”).
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Debt Obligations
The table below presents our debt obligations:
Commercial Financing
154,905,698
155,205,698
KEXIM Direct Financing
82,387,938
89,474,512
KEXIM Guaranteed
86,986,559
93,997,081
K-sure Insured
42,774,119
46,333,895
Total 2015 AR Facility
367,054,314
385,011,186
Japanese Financings
39,270,834
40,895,833
43,884,615
45,500,000
44,423,077
46,038,462
16,022,024
16,706,845
18,152,976
18,855,655
47,370,000
49,080,000
Total Japanese Financings
209,123,526
217,076,795
Total debt obligations
576,177,840
602,087,981
Less: deferred financing fees
9,313,611
10,615,937
Debt obligations—net of deferred financing fees
566,864,229
591,472,044
Presented as follows:
Deferred Financing Fees
The analysis and movement of deferred financing fees is presented in the table below:
Financing
68,603
(1,370,929)
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8. Leases
Time charter-in contracts
During the six months ended September 30, 2021, we time chartered-in a VLGC with a duration of 12 months with no option periods. Therefore, this operating lease was excluded from operating lease right-of-use asset and lease liability recognition on our consolidated balance sheets. During the six months ended September 30, 2021, no additional vessels were delivered under time chartered-in arrangements. As of September 30, 2021, right-of-use assets and lease liabilities of $12.5 million were recognized on our balance sheets related to one VLGC that we had previously time chartered-in for a period of greater than 12 months. Our time chartered-in VLGCs were deployed in the Helios Pool and earned net pool revenues of $2.7 million and $4.6 million for the three months ended September 30, 2021 and 2020, respectively, and $6.9 million and $11.5 million for the six months ended September 30, 2021 and 2020, respectively.
Charter hire expenses for the VLGCs time chartered in were as follows:
Office leases
We currently have operating leases for our offices in Stamford, Connecticut, USA; London, United Kingdom; 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 consolidated statements of operations. During the six months ended September 30, 2021, we did not enter into any new office lease contracts.
Operating lease rent expense related to our office leases was as follows:
Operating lease rent expense
164,334
143,608
316,010
261,867
For our office leases and time charter-in arrangement, the discount rate used ranged from 3.82% to 5.53%. The weighted average discount rate used to calculate the lease liability was 3.88%. The weighted average remaining lease term of our office leases and time chartered-in vessel as of September 30, 2021 is 15.9 months.
Our operating lease right-of-use asset and lease liabilities as of September 30, 2021 were as follows:
Description
Location on Balance Sheet
Assets:
415,802
Time charter-in VLGCs
12,512,980
Liabilities:
Current
Office Leases
Current portion of long-term operating leases
341,055
9,325,942
Long-term
Long-term operating leases
65,819
3,187,038
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Maturities of operating lease liabilities as of September 30, 2021 were as follows:
Less than one year
9,996,432
One to three years
3,278,560
Total undiscounted lease payments
13,274,992
Less: imputed interest
(355,138)
Carrying value of operating lease liabilities
12,919,854
9. Dividends
On July 30, 2021, we announced that our Board of Directors declared a 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 9, 2021, totaling $40.4 million. We paid $40.2 million on September 8, 2021 and the remaining $0.2 million is deferred until certain shares of restricted stock vest.
This was an irregular dividend. Future declarations of dividends are subject to the determination and discretion of the Company’s Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, its business prospects and other factors that the Company’s Board of Directors may deem relevant.
10. Stock Repurchase Program
On August 5, 2019, our Board of Directors authorized the repurchase of up to $50 million of our common shares through the period ended December 31, 2020 (the “Common Share Repurchase Program”). On February 3, 2020, our Board of Directors authorized an increase to our Common Share Repurchase Program to repurchase up to an additional $50 million of our common shares. On December 29, 2020, our Board of Directors authorized an extension of and an increase to the remaining authorization of $41.4 million under our Common Share Repurchase Program, which was set to expire on December 31, 2020. Following this Board action, we are now authorized to repurchase up to $50.0 million of our common shares from December 29, 2020 through December 31, 2021. As of September 30, 2021, our total purchases under this authority totaled 7.0 million of our common shares for an aggregate consideration of $81.0 million. Following the increase and extension of the program, we currently have $27.5 million of available share repurchase authority remaining. Purchases 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 interest of our shareholders, and market conditions. We are not obligated to make any common share repurchases under the Common Share Repurchase Program.
11. Stock-Based Compensation Plans
Our stock-based compensation expense is included within general and administrative expenses in the unaudited interim condensed consolidated statements of operations and was $1.3 million and $0.4 million for the three months ended September 30, 2021 and 2020, respectively, and $1.9 million and $2.3 million for the six months ended September 30, 2021 and 2020 respectively. Unrecognized compensation cost was $2.8 million as of September 30, 2021 and will be recognized over a remaining weighted average life of 1.30 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, 2021.
In August 2021, we granted an aggregate of 180,900 shares of restricted stock vesting ratably on the grant date and on the first, second, and third anniversary of that date and 36,700 restricted stock units to certain of our officers and employees vesting ratably on the first, second, and third anniversaries of the grant date. The final tranche of restricted stock and restricted stock units granted to our named executive officers shall vest when, and only if, the volume weighted average price of our common shares over any consecutive 15-day period prior to the final business day of the tenth fiscal quarter following the grant date equals or exceeds, 95% of the book value of one of our shares. The shares of restricted
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stock and restricted stock units were valued at their grant date fair market value and are expensed on a straight-line basis over the respective vesting periods.
A summary of the activity of restricted shares and units awarded under our equity incentive plan as of September 30, 2021 and changes during the six months ended September 30, 2021, is as follows:
Weighted-Average
Grant-Date
Incentive Share/Unit Awards
Number of Shares/Units
Fair Value
Unvested as of April 1, 2021
358,171
8.23
Granted
217,600
13.10
Vested
(239,581)
9.38
Forfeited
(4,100)
10.24
Unvested as of September 30, 2021
332,090
10.56
12. Revenues
Revenues comprise the following:
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, 2021.
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.
13. Financial Instruments and Fair Value Disclosures
Our principal financial assets consist of cash and cash equivalents, restricted cash, amounts due from related parties, investment securities, and trade accounts receivable. Our principal financial liabilities consist of long-term debt, accounts payable, amounts due to related parties, accrued liabilities, and derivative instruments.
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Additionally, we have previously taken positions in forward freight agreements (“FFAs”) as economic hedges to reduce the risk related to vessels trading in the spot market, including vessels operating in the Helios Pool, and to take advantage of fluctuations in spot market rates. Customary requirements for trading FFAs include the maintenance of initial and variation margins based on expected volatility, open position and mark-to-market of the contracts. FFAs are recorded as assets/liabilities until they are settled. Changes in fair value prior to settlement are recorded in unrealized gain/(loss) on derivatives. Upon settlement, if the contracted charter rate is less than the average of the rates for the specified route and time period, as reported by an identified index, the seller of the FFA is required to pay the buyer the settlement sum, being an amount equal to the difference between the contracted rate and the settlement rate, multiplied by the number of days in the specified period covered by the FFA. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. Settlements of FFAs are recorded in realized gain/(loss) on derivatives. FFAs are considered Level 2 items in accordance with the fair value hierarchy. We had no outstanding FFAs as of September 30, 2021, but we have taken positions in FFAs in the past and we may do so again in the future.
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:
Derivatives not designated as hedging instruments
Interest rate swap agreements
The effect of derivative instruments within the unaudited interim condensed consolidated statements of operations for the periods presented is as follows:
Location of gain/(loss) recognized
Forward freight agreements—change in fair value
Unrealized gain/(loss) on derivatives
2,606,347
Interest rate swaps—change in fair value
1,362,339
Forward freight agreements—realized gain/(loss)
(678,066)
Interest rate swaps—realized gain/(loss)
(1,451,629)
Gain/(loss) on derivatives, net
(199,839)
1,838,991
2,468,809
1,004,071
(942,590)
(1,993,334)
(669,831)
536,956
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As of September 30, 2021 and March 31, 2021, 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 six months ended September 30, 2021 and 2020.
The summary of gains and losses on our investment securities included in other gain/(loss), net on our consolidated statements of operations for the periods presented is as follows:
Net gain/(loss) on investment securities
(531,050)
37,478
Less: Realized gain/(loss) on investment securities
447,255
Unrealized gain/(loss) on investment securities
(978,305)
828,620
37,253
381,365
We have long-term bank debt and the Cresques Japanese Financing for which we believe the carrying value approximates their fair value as the loans bear interest at variable interest rates, being LIBOR, which is observable at commonly quoted intervals for the full terms of the loans, and hence are considered as Level 2 items in accordance with the fair value hierarchy. We also have long-term debt related to the Corsair Japanese Financing, Concorde Japanese Financing, Corvette Japanese Financing, CMNL/CJNP Japanese Financing, and CNML Japanese Financing (collectively, the “Japanese Financings”) that incur interest at a fixed-rate with the initial principal amount amortized to the purchase obligation price of each vessel. The Japanese Financings 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 the Japanese Financings as of:
Carrying Value
41,748,000
44,298,064
47,143,867
49,791,680
47,744,482
50,376,434
17,277,103
18,792,993
19,593,552
21,195,305
14. 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
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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:
(In U.S. dollars except share data)
Numerator:
Denominator:
Basic weighted average number of common shares outstanding
Effect of dilutive restricted stock and restricted stock units
103,437
42,793
163,448
83,785
Diluted weighted average number of common shares outstanding
EPS:
No shares of unvested restricted stock were excluded from the calculation of diluted EPS for the three and six months ended September 30, 2021 and 2020.
15. Commitments and Contingencies
Commitments under Contracts for Scrubbers Purchases
We had contractual commitments related to scrubbers to reduce sulfur emissions as of:
400,000
These amounts reflect remaining obligations for scrubbers already installed, as a portion of the commitment is only due subsequent to the commissioning of the scrubber.
Commitments under Contracts for Ballast Water Management Systems Purchases
We had contractual commitments to purchase ballast water management systems as of:
626,890
57,620
684,510
Commitments under Bareboat Charter Header Agreement
On March 31, 2021, we entered into a thirteen-year bareboat charter agreement for a newbuilding dual-fuel VLGC that is expected to be delivered from Kawasaki Heavy Industries in March 2023. The structure of the financing of the newbuilding is analogous to that of our Japanese Financings in which a third-party will purchase the vessel and from whom we will bareboat charter the vessel. As part of the agreement, we control the building of the vessel and the use of the vessel after it is delivered. The vessel will be built to our specifications; we will supervise the building of the vessel to meet these specifications; and we will technically and commercially manage the vessel after its delivery. Under the agreement, we had commitments of $24.0 million of predelivery costs as well as the cost of additional features to meet our specifications and supervision costs for an aggregate total of approximately $25.0 million. As of September 30, 2021, we had approximately $17.0 million of commitments under the agreement outstanding that we expect to settle with installment payments totaling $8.0 million in the 12 months following September 30, 2021 and approximately $9.0 million during the year ended March 31, 2023. As of September 30, 2021, construction of the vessel has not commenced.
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Operating Leases
We had the following commitments as a lessee under operating leases relating to our United States, Greece, United Kingdom, and Denmark offices:
295,944
Time Charter-in
During the six months ended September 30, 2021, we time chartered-in three newbuilding dual-fuel Panamax LPG vessels with purchase options that are scheduled to be delivered in the second and third calendar quarters of 2023 for a period of seven years each and also time chartered-in a VLGC for one year that was delivered to us in October 2021. We had the following time charter-in commitments relating to VLGCs:
20,833,000
55,692,000
Three to five years
64,080,000
Thereafter
107,720,000
248,325,000
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:
14,492,500
815,000
15,307,500
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 other than that described below, which 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.
In January 2021, subsequent to the delivery of one of our VLGCs on time charter, a dispute arose relating to the vessel’s readiness to lift a cargo scheduled by the charterer. The facts of the claim are currently in dispute. We currently have a contingent liability of $4.0 million included in accrued liabilities on our unaudited interim condensed consolidated balance sheets as of September 30, 2021.
16. Subsequent Events
On October 16, 2021, we took delivery of a VLGC that we time chartered-in for 12 months. The VLGC was deployed in the Helios Pool.
On October 24, 2021, we exercised our repurchase option under the CNML Japanese Financing by providing a three-month notice to the owners of Captain Nicholas ML of our intent to repurchase the vessel for approximately $17.8 million in cash and application of the deposit amount of $27.9 million, which had been retained by the buyer in connection with the CNML Japanese Financing, towards the repurchase of the vessel.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Item 1A. Risk Factors” herein and in our Annual Report on Form 10-K for the year ended March 31, 2021, our actual results may differ materially from those anticipated in these forward-looking statements. Please also see the section “Forward-Looking Statements” included in this quarterly report.
Overview
We are a Marshall Islands corporation headquartered in the United States and primarily focused on owning and operating VLGCs, each with a cargo-carrying capacity of greater than 80,000 cbm, in the LPG shipping industry. Our fleet currently consists of twenty-three VLGC carriers, including nineteen fuel-efficient 84,000 cbm ECO-VLGCs, two 82,000 cbm VLGCs, and two time chartered-in VLGC. Twelve of our ECO-VLGCs are currently equipped with scrubbers to reduce sulfur emissions.
Dorian’s nineteen ECO-VLGCs, which incorporate fuel efficiency, emission-reducing technologies, and certain custom features, were acquired by us for an aggregate purchase price of $1.4 billion and delivered to us between July 2014 and February 2016, seventeen of which were delivered during calendar year 2015 or later.
On April 1, 2015, Dorian and Phoenix began operations of the Helios Pool, which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under a variable rate time charter to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. The vessels entered into the Helios Pool may operate either in the spot market, pursuant to contracts of affreightment, or COAs, or on time charters of two years' duration or less. As of October 29, 2021, twenty-one of our twenty-three VLGCs were employed in the Helios Pool, including our two time chartered-in VLGCs.
Our customers, either directly or through the Helios Pool, include or have included global energy companies such as Exxon Mobil Corp., Chevron Corp., China International United Petroleum & Chemicals Co., Ltd., Royal Dutch Shell plc, Equinor ASA, Total S.A., and Sunoco LP, commodity traders such as Glencore plc, Itochu Corporation, Bayegan Group, Vilma Oil SL, and the Vitol Group and importers such as E1 Corp., Indian Oil Corporation, SK Gas Co. Ltd., Astomos Energy Corporation, and Oriental Energy Company Ltd. or subsidiaries of the foregoing.
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.
Recent Developments
During the six months ended September 30, 2021, we time chartered-in three newbuilding dual-fuel Panamax LPG vessels with purchase options that are scheduled to be delivered in the second and third calendar quarters of 2023 for a period of seven years each and also time chartered-in a VLGC for one year that was delivered to us in October 2021.
In August 2021, our management approved a plan to consolidate our London, United Kingdom and Copenhagen, Denmark offices, moving operations from London to Copenhagen. This plan is intended to reduce our office related expenses going forward, as well as to increase operating efficiency by having our operations and chartering teams in the same location and functioning out of one office.
Our Fleet
The following table sets forth certain information regarding our fleet as of October 29, 2021.
Capacity
ECO
Scrubber
Charter
(Cbm)
Shipyard
Year Built
Vessel(1)
Equipped
Employment
Expiration(2)
Dorian VLGCs
Captain John NP(3)
Hyundai
Pool(4)
Captain Nicholas ML(3)
Pool-TCO(5)
Q4 2021
X
Corsair(3)
Time Charter(6)
Q4 2022
Corvette(3)
Concorde(3)
Time Charter(7)
Q1 2023
Q3 2022
Cresques(3)
Daewoo
Q1 2022
1,842,000
Time chartered-in VLGCs
Future Diamond(8)
80,876
2020
Astomos Venus(9)
77,367
Mitsubishi
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Results of Operations – For the three months ended September 30, 2021 as compared to the three months ended September 30, 2020
The following table compares our Revenues for the three months ended September 30:
Increase /
Percent
2021
(Decrease)
Change
6,997,849
14.1
%
1,091,539
26.1
287,193
35.5
8,376,581
15.3
Revenues, which represent net pool revenues—related party, time charters and other revenues, net, were $63.1 million for the three months ended September 30, 2021, an increase of $8.4 million, or 15.3%, from $54.7 million for the three months ended September 30, 2020 primarily due to an increase in average TCE rates despite a decrease in fleet utilization. Average TCE rates increased by $4,981 from $26,015 for the three months ended September 30, 2020 to $30,996 for the three months ended September 30, 2021, primarily due to a higher allocation of pool profits due to proportionately more vessels chartered into the Helios Pool by Dorian, coupled with a shift in the mix of vessels in the Helios Pool. This was partially offset by a decrease in the Baltic Exchange Liquid Petroleum Gas Index, which (expressed as U.S. dollars per metric ton) averaged $42.154 for the three months ended September 30, 2021 compared to $51.589 for the three months ended September 30, 2020, and increases in global bunker prices as the average price of very low sulfur fuel oil (expressed as U.S. dollars per metric ton) from Singapore and Fujairah increased from $337 during the three months ended September 30, 2020 to $540 during the three months ended September 30, 2021. Additionally, in the prior period, we experienced certain inefficiencies due to the positioning of several vessels before and after drydocking resulting in reduced revenues for the period.
Charter Hire Expenses
Charter hire expenses for the vessels chartered in from third parties were $2.4 million and $4.5 million for the three months ended September 30, 2021 and 2020, respectively. The decrease of $2.1 million, or 46.8%, was mainly caused by a decrease in time chartered-in days from 184 for the three months ended September 30, 2020 to 92 for the three months ended September 30, 2021, due to the redelivery of one time chartered-in vessel.
Vessel Operating Expenses
Vessel operating expenses were $18.4 million during the three months ended September 30, 2021, or $9,210 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. Vessel operating expenses per vessel per calendar day decreased by $1,381 from $10,591 for the three months ended September 30, 2020. The decrease in vessel operating expenses for the three months ended September 30, 2021, when compared with the three months ended September 30, 2020, was primarily the result of (i) decreases in operating expenses related to repairs and maintenance, spares and stores, and coolant costs of $2.9 million, or $1,378 per vessel per calendar day with the drydocking of vessels being the primary driver of these increased costs in the prior period and (ii) a reduction of calendar days for our fleet from 2,024 during the three months ended September 30, 2020 to 2,001 during the three months ended September 20, 2021, driven by the sale of the Captain Markos NL.
General and Administrative Expenses
General and administrative expenses were $9.4 million for the three months ended September 30, 2021, an increase of $3.5 million, or 58.2%, from $5.9 million for the three months ended September 30, 2020. This was primarily driven by the timing of annual cash bonuses and restricted stock grants to certain employees causing an increase of $2.4
21
million in cash bonuses and $0.9 million in stock-based compensation when comparing the three months ended September 30, 2021 and September 30, 2020.
Interest and Finance Costs
Interest and finance costs amounted to $5.6 million for the three months ended September 30, 2021, a decrease of $1.1 million, or 16.6%, from $6.7 million for the three months ended September 30, 2020. The decrease of $1.1 million during this period was due to (i) a decrease of $0.9 million in interest incurred on our long-term debt, primarily resulting from a reduction of average indebtedness and a reduced margin on the commercial tranche of the 2015 AR Facility due to our Security Leverage Ratio being less than 40%, and (ii) a decrease of $0.2 million in amortization of deferred financing fees and loan expenses. Average indebtedness, excluding deferred financing fees, decreased from $657.5 million for the three months ended September 30, 2020 to $587.2 million for the three months ended September 30, 2021. As of September 30, 2021, the outstanding balance of our long-term debt, net of deferred financing fees of $9.3 million, was $566.9 million.
Unrealized Gain on Derivatives
Unrealized gain on derivatives amounted to $0.7 million for the three months ended September 30, 2021, compared to $4.0 million for the three months ended September 30, 2020. The unfavorable $3.3 million difference is primarily attributable to a decrease of $2.6 million in favorable changes to our FFA positions and a $0.7 million decrease in favorable fair value changes to our interest rate swaps resulting from changes in forward LIBOR yield curves.
Realized Loss on Derivatives
Realized loss on derivatives was $0.9 million for the three months ended September 30, 2021 compared to $2.1 million for the three months ended September 30, 2020. The favorable $1.2 million reduction of realized loss is primarily attributable to (i) unfavorable settlements of $0.7 million on our FFA positions during the three months ended September 30, 2020 that did not recur in the three months ended September 30, 2021, and (ii) a $0.5 million reduction of realized losses on our interest rate swaps.
Gain on disposal of vessel amounted to $3.5 million for the three months ended September 30, 2021 and was attributable to the sale of the Captain Markos NL. There was no gain on disposal of vessel for the three months ended September 30, 2020.
Results of Operations – For the six months ended September 30, 2021 as compared to the six months ended September 30, 2020
The following table compares our Revenues for the six months ended September 30:
(4,769,326)
(4.1)
1,351,674
14.6
1,579,647
80.6
(1,838,005)
(1.4)
Revenues, which represent net pool revenues—related party, time charters and other revenues, net, were $126.0 million for the six months ended September 30, 2021, a decrease of $1.9 million, or 1.4%, from $127.9 million for the six months ended September 30, 2020 primarily due to a decrease in average TCE rates, partially offset by an increase in utilization. Average TCE rates decreased by $1,722 from $33,002 for the six months ended September 30, 2020 to $31,280
22
for the six months ended September 30, 2021. The average price of very low sulfur fuel oil (expressed as U.S. dollars per metric ton), from Singapore and Fujairah increased from $305 during the six months ended September 30, 2020 to $525 during the six months ended September 30, 2021. The Baltic Exchange Liquid Petroleum Gas Index, an index published daily by the Baltic Exchange for the spot market rate for the benchmark Ras Tanura-Chiba route (expressed as U.S. dollars per metric ton), averaged $47.303 during the six months ended September 30, 2021 compared to an average of $46.697 for the six months ended September 30, 2020. Our fleet utilization increased from 89.8% during the six months ended September 30, 2020 to 95.9% during the six months ended September 30, 2021.
Charter hire expenses for the vessels chartered in from third parties were $5.9 million and $9.2 million for the six months ended September 30, ended 2021 and 2020, respectively. The decrease of $3.3 million, or 36.0%, was mainly caused by a decrease in time chartered-in days from 376 for the six months ended September 30, 2020 to 230 for the six months ended September 30, 2021, due to the redelivery of one time chartered in vessel during the period.
Vessel operating expenses were $38.7 million during the six months ended September 30, 2021, or $9,670 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. Vessel operating expenses per vessel per calendar day increased by $26 from $9,644 for the six months ended September 30, 2020. The increase in vessel operating expenses for the six months ended September 30, 2021, when compared with the six months ended September 30, 2020, was primarily the result of an increase in crew wages and related costs of $2.1 million, or $564 per vessel per calendar day, partially offset by decreases in operating expenses related to repairs and maintenance, spares and stores, and coolant costs of $2.2 million, or $520 per vessel per calendar day. COVID-19 related expenses were the primary driver of the increase in crew wages and related costs, particularly in crew travel and medical costs.
General and administrative expenses were $17.4 million for the six months ended September 30, 2021, an increase of $0.2 million, or 1.0%, from $17.2 million for the six months ended September 30, 2020. This slight increase was driven by increases $0.7 million in salaries, wages and benefits, partially offset by reductions of $0.4 million in stock-based compensation and $0.1 million in legal and professional fees.
Interest and finance costs amounted to $11.2 million for the six months ended September 30, 2021, a decrease of $4.6 million, or 28.9%, from $15.8 million for the six months ended September 30, 2020. The decrease of $4.6 million during this period was due to (i) a decrease of $2.6 million in interest incurred on our long-term debt, primarily resulting from a reduction of average indebtedness and a reduced margin on the commercial tranche of the 2015 AR Facility due to our Security Leverage Ratio being less than 40%, and (ii) a decrease of $2.0 million in amortization of deferred financing fees and loan expenses, primarily resulting from accelerated amortization of $2.1 million during the six months ended September 30, 2020 that did not recur in the current period). Average indebtedness, excluding deferred financing fees, decreased from $666.6 million for the six months ended September 30, 2020 to $593.6 million for the six months ended September 30, 2021. As of September 30, 2021, the outstanding balance of our long-term debt, net of deferred financing fees of $9.3 million, was $566.9 million.
Unrealized gain on derivatives amounted to $1.1 million for the six months ended September 30, 2021, compared to $3.5 million for the six months ended September 30, 2020. The unfavorable $2.4 million difference is primarily attributable to a decrease of $2.5 million in favorable changes to our FFA positions.
23
Realized loss on derivatives was $1.8 million for the six months ended September 30, 2021 compared to $2.9 million for the six months ended September 30, 2020. The favorable $1.1 million change is primarily attributable to (i) unfavorable settlements of $0.9 million on our FFA positions during the six months ended September 30, 2020 that did not recur in the six months ended September 30, 2021, and (ii) a $0.2 million reduction of realized losses on our interest rate swaps.
Gain on disposal of vessel amounted to $3.5 million for the six months ended September 30, 2021 and was attributable to the sale of the Captain Markos NL. There was no gain on disposal of vessel for the six months ended September 30, 2020.
Operating Statistics and Reconciliation of GAAP to non-GAAP Measures
To supplement our financial statements presented in accordance with U.S.GAAP, we present certain operating statistics and non-GAAP measures to assist in the evaluation of our business performance. These non-GAAP measures include Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and time charter equivalent rate. These non-GAAP measures may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for net income and revenues, which are the most directly comparable measures of performance prepared in accordance with GAAP.
We use these non-GAAP measures in assessing the performance of our ongoing operations and in planning and forecasting future periods. These adjusted measures provide a more comparable basis to analyze operating results and earnings and are measures commonly used by shareholders to measure our performance. We believe that these adjusted measures, when considered together with the corresponding U.S. GAAP measures and the reconciliations to those measures, provide meaningful supplemental information to assist investors and analysts in understanding our business results and assessing our prospects for future performance.
(in U.S. dollars, except fleet data)
Financial Data
Adjusted EBITDA(1)
37,918,701
22,295,472
67,697,606
63,409,539
Fleet Data
Calendar days(2)
2,001
2,024
4,003
4,026
Time chartered-in days(3)
92
184
230
376
Available days(4)
2,092
2,126
4,122
4,258
Operating days(5)(8)
2,070
3,952
3,824
Fleet utilization(6)(8)
95.7
97.4
95.9
89.8
Average Daily Results
Time charter equivalent rate(7)(8)
30,996
26,015
31,280
33,002
Daily vessel operating expenses(9)
9,210
10,591
9,670
9,644
24
Adjusted EBITDA has certain limitations in use and should not be considered an alternative to net income/(loss), operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income/(loss). Adjusted EBITDA as presented below may not be computed consistently with similarly titled measures of other companies and, therefore, might not be comparable with other companies.
The following table sets forth a reconciliation of net income to Adjusted EBITDA (unaudited) for the periods presented:
(in U.S. dollars)
5,557,707
6,665,144
11,207,481
15,752,380
(714,998)
(3,968,686)
Realized loss on interest rate swaps
914,837
1,451,629
1,818,555
1,993,334
Adjusted EBITDA
25
The following table sets forth a reconciliation of revenues to TCE rate (unaudited) for the periods presented:
(in U.S. dollars, except operating days)
(1,064,613)
(858,919)
(2,421,005)
(1,674,114)
Time charter equivalent
62,022,245
53,851,358
123,616,591
126,201,487
Pool adjustment*
(22,760)
(59,358)
1,585,112
Time charter equivalent excluding pool adjustment*
53,828,598
123,557,233
127,786,599
Operating days
TCE rate:
Time charter equivalent rate
TCE rate excluding pool adjustment*
26,004
31,264
33,417
* Adjusted for the effect of reallocations of pool profits in accordance with the pool participation agreements due to adjustments related to speed and consumption performance of the vessels operating in the Helios Pool.
Company Methodology:
Operating Days
Fleet Utilization
Alternate Methodology:
2,089
4,119
99.9
100.0
29,690
25,330
30,011
29,639
We believe that the Company Methodology using the underlying vessel employment provides more meaningful insight into market conditions and the performance of our vessels.
26
Liquidity and Capital Resources
Our business is capital intensive, and our future success depends on our ability to maintain a high-quality fleet. As of September 30, 2021, we had cash and cash equivalents of $98.1 million and non-current restricted cash of $0.1 million.
Our primary sources of capital during the six months ended September 30, 2021 were $73.7 million in cash generated from operations and $43.4 million from proceeds net of commission of the sale of our 2006-built VLGC Captain Markos NL. As of September 30, 2021, the outstanding balance of our long-term debt, net of deferred financing fees of $9.3 million, was $566.9 million including $66.5 million of principal on our long-term debt scheduled to be repaid within the next twelve months.
On August 5, 2019, our Board of Directors authorized the repurchase of up to $50 million of our common shares through the period ended December 31, 2020. On February 3, 2020, our Board of Directors authorized an increase to our Common Share Repurchase Program to repurchase up to an additional $50 million of our common shares. On December 29, 2020, our Board of Directors authorized an extension of and an increase to the remaining authorization of $41.4 million under our Common Share Repurchase Program, which was set to expire on December 31, 2020. Following this Board action, we are now authorized to repurchase up to $50 million of our common shares from December 29, 2020 through December 31, 2021. As of September 30, 2021, our total purchases under this authority totaled 7.0 million of our common shares for an aggregate consideration of $81.0 million. Following the increase and extension of the program, we currently have $27.5 million of available share repurchase authority remaining. Purchases 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 interest of our shareholders, and market conditions. We are not obligated to make any common share repurchases under the Common Share Repurchase Program.
Operating expenses, including expenses to maintain the quality of our vessels in order to comply with international shipping standards and environmental laws and regulations, the funding of working capital requirements, long-term debt repayments, financing costs, commitments under the bareboat charter for a newbuilding dual-fuel VLGC as described in Note 15, contractual commitments related to scrubbers on certain of our VLGCs, and drydocking on certain of our VLGCs represent our short-term, medium-term and long-term liquidity needs as of September 30, 2021. We anticipate satisfying our liquidity needs for at least the next twelve months with cash on hand and cash from operations. 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.
This was an irregular dividend. Future declarations of dividends are subject to the determination and discretion of the Company’s Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, its business prospects and other factors that the Company’s 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.
On September 8, 2021, we completed the sale of our 2006-built VLGC Captain Markos NL and received proceeds net of commission of $43.4 million.
27
On August 25, 2021, we exercised our repurchase option under the CMNL/CJNP Japanese Financing Japanese Financing by providing a three-month notice to the owners of Captain John NP of our intent to repurchase the vessel for approximately $15.8 million in cash and application of the deposit amount of $25.2 million, which had been retained by the buyer in connection with the CMNL/CJNP Japanese Financing, towards the repurchase of the vessel.
As part of our growth strategy, we will continue to consider strategic opportunities, including the acquisition or charter-in of additional vessels. We may choose to pursue such opportunities through internal growth or joint ventures or business acquisitions. We expect to finance the purchase price of any future acquisitions either through internally generated funds, public or private debt financings, public or private issuances of additional equity securities or a combination of these forms of financing.
Cash Flows
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:
Net cash provided used in financing activities
Operating Cash Flows. Net cash provided by operating activities for the six months ended September 30, 2021 was $73.7 million, compared $56.7 million for the six months ended September 30, 2020. The increase in cash generated from operations of $17.0 million is primarily related to an increase in operating income and changes in working capital, mainly from amounts due from the Helios Pool as distributions from the Helios Pool are impacted by the timing of the completion of voyages, spot market rates and bunker prices.
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.
Investing Cash Flows. Net cash provided by investing activities was $32.2 million for the six months ended September 30, 2021 compared with $7.4 million for the six months ended September 30, 2020. For the six months ended September 30, 2021, net cash provided by investing activities was comprised of $43.4 million in proceeds, net of commission, on the sale of our 2006-built VLGC Captain Markos NL and $3.7 million in proceeds from the sale of investment securities, partially offset by $12.7 million of capital expenditure payments for vessels and vessels under construction, and $2.3 million in purchases of investment securities. For the six months ended September 30, 2020, net cash provided by investing activities was comprised of $15.0 million in proceeds from the maturity of U.S. treasury bills, partially offset by $7.3 million of vessel-related capital expenditures and $0.2 million in purchases of investment securities.
Financing Cash Flows. Net cash used in financing activities was $87.1 million for the six months ended September 30, 2021, compared with $6.1 million for the six months ended September 30, 2020. For the six months ended September 30, 2021, net cash used in financing activities primarily consisted of a dividend payment of $40.2 million, repayments of long-term debt of $25.9 million and payments to repurchase common stock of $20.9 million. For the six months ended September 30, 2020, net cash used in financing activities consisted of repayments of long-term debt of $55.4 million, payments of financing costs related to the Cresques Japanese Financing and the 2015 AR Facility of $3.7 million, and payments to repurchase common stock of $2.6 million, partially offset by $55.4 million in proceeds from long-term debt borrowings related to the Cresques Japanese Financing and the 2015 AR Facility.
Capital Expenditures. LPG transportation is a capital‑intensive business, requiring significant investment to maintain an efficient fleet and to stay in regulatory compliance.
28
We are generally required to complete a special survey for a vessel once every five years unless an extension of the drydocking to seven and one-half years is granted by the classification society and the vessel is not older than 20 years of age. Intermediate surveys are performed every two and one-half years after the first special survey. Drydocking each vessel takes approximately 10 to 20 days. We spend significant amounts for scheduled drydocking (including the cost of classification society surveys) for each of our vessels.
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 $1.0 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 $100,000 and $200,000 per vessel. Ongoing costs for compliance with environmental regulations are primarily included as part of our drydocking and classification society survey costs. Additionally, ballast water management systems are expected to be installed on three of our VLGCs during their next drydockings between November 2021 and July 2024 for approximately $0.8 million per vessel. Further, in October 2016, the International Maritime Organization (the “IMO”) set January 1, 2020 as the implementation date for vessels to comply with its low sulfur fuel oil requirement, which cuts sulfur levels from 3.5% to 0.5%. We may comply with this regulation by (i) consuming compliant fuels on board (0.5% sulfur), which are readily available globally since our last quarterly filing, but at a significantly higher cost; (ii) continuing to consume high-sulfur fuel oil by installing scrubbers for cleaning of the exhaust gases to levels at or below compliance with regulations (0.5% sulfur); or (iii) by retrofitting vessels to be powered by liquefied petroleum gas or LPG, which may be a viable option subject to the relative pricing of compliant low-sulfur fuel (0.5% sulfur) and LPG. Such costs of compliance with the IMO’s low sulfur fuel oil requirement are significant and could have an adverse effect on our operations and financial results. Currently, twelve of our technically-managed VLGCs are equipped with scrubbers. We had contractual commitments related to these scrubbers of $0.4 million as of September 30, 2021. We are not aware of any other proposed regulatory changes or environmental laws that we expect to have a material impact on our current or future results of operations that we have not already considered. 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, 2021.
Debt Agreements
For information relating to our secured term loan facilities, refer to Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2021 and Note 8 to our unaudited interim condensed consolidated financial statements for September 30, 2021 included herein.
Off-Balance Sheet Arrangements
We currently do not have any off‑balance sheet arrangements.
Critical Accounting Policies and Estimates
The following is an update to the Critical Accounting Estimates set forth in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended March 31, 2021.
Impairment of long-lived assets. We review our vessels for impairment when events or circumstances indicate the carrying amount of the asset may not be recoverable. In addition, we compare independent appraisals to our carrying value for indicators of impairment to our vessels. When such indicators are present, an asset is tested for recoverability by comparing the estimate of future undiscounted net operating cash flows expected to be generated by the use of the asset over its remaining useful life and its eventual disposition to its carrying amount. An impairment charge is recognized if the carrying value is in excess of the estimated future undiscounted net operating cash flows. The impairment loss is measured based on the excess of the carrying amount over the fair market value of the asset. The new lower cost basis would result in a lower annual depreciation than before the impairment.
29
Our estimates of fair market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind. Our estimates are based on information available from various industry sources, including:
As we obtain information from various industry and other sources, our estimates of fair market value are inherently uncertain. In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future fair market value of our vessels or prices that we could achieve if we were to sell them.
As of September 30, 2021, independent appraisals of our commercially and 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 September 30, 2021.
Recent Accounting Pronouncements
Refer to Note 2 to our unaudited interim condensed consolidated financial statements included herein for a discussion of recent accounting pronouncements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For additional discussion of our exposure to market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” included in our Annual Report on Form 10-K for the year ended March 31, 2021.
Interest Rate Risk
The LPG shipping industry is capital intensive, requiring significant amounts of investment. Much of this investment is provided in the form of long-term debt. Our 2015 AR Facility agreement contains interest rates that fluctuate with LIBOR. We have entered into interest rate swap agreements to hedge a majority of our exposure to fluctuations of interest rate risk associated with our 2015 Facility. We have hedged $346.7 million of amortizing principal of the 2015 Facility as of September 30, 2021 and thus increasing interest rates could adversely impact our future earnings due to additional interest expense on our unhedged debt. For the 12 months following September 30, 2021, a hypothetical increase or decrease of 20 basis points in the underlying LIBOR rates would result in an increase or decrease of our interest expense on all of our non-hedged interest-bearing debt by $0.2 million assuming all other variables are held constant.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 30, 2021. Based on that evaluation,
our CEO and CFO concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those internal control systems determined to be effective can provide only a level of reasonable assurance with respect to financial statement preparation and presentation.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three and six months ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
31
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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 accompanying unaudited interim condensed consolidated financial statements.
ITEM 1A. RISK FACTORS
Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common shares. For risk factors that may cause actual results to differ materially from those anticipated, please refer to “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended March 31, 2021.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The table below sets forth information regarding our purchases of our common shares during the quarterly period ended September 30, 2021:
Shares
Purchased as
Part of
Maximum Dollar
Publicly
Value of Shares
Number
Average
Announced
that May Yet Be
of Shares
Price Paid
Plans or
Purchased Under the
Period
Purchased
Per Share
Programs
Plan or Programs
July 1 to 31, 2021
208,172
12.98
31,017,308
August 1 to 31, 2021
162,137
11.95
29,468,551
September 1 to 30, 2021
164,277
11.70
27,548,007
534,586
12.27
Purchases of our common shares during the quarterly period ended September 30, 2021 represent share repurchases under our Common Share Repurchase Program and common shares reacquired in satisfaction of tax withholding obligations upon vesting of employee restricted equity awards.
ITEM 6. EXHIBITS
See accompanying Exhibit Index for a list of exhibits filed or furnished with this report.
Exhibit Number
31.1
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1†
Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2†
Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Document
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Taxonomy Extension Schema Calculation Linkbase
101.DEF
Inline XBRL Taxonomy Extension Schema Definition Linkbase
101.LAB
Inline XBRL Taxonomy Extension Schema Label Linkbase
101.PRE
Inline XBRL Taxonomy Extension Schema Presentation Linkbase
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101)
†
This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant)
Date: November 2, 2021
/s/ John C. Hadjipateras
John C. Hadjipateras
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Theodore B. Young
Theodore B. Young
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)