These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marshall Islands
|
66-0818228
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
27 Signal Road, Stamford, CT
|
06902
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Registrant's telephone number, including area code: (203) 674-9900
|
|
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
|
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
|
Common stock, par value $0.01 per share
|
New York Stock Exchange
|
|
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
|
|
Large accelerated filer
☐
|
Accelerated filer
☒
|
Non-accelerated filer
☐
|
Smaller reporting company
☐
|
|
PART I.
|
||
|
ITEM 1.
|
BUSINESS
|
1
|
|
ITEM 1A.
|
RISK FACTORS
|
23
|
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
45
|
|
ITEM 2.
|
PROPERTIES
|
45
|
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
45
|
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
45
|
|
PART II.
|
||
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
46
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
47
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
49
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
63
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
64
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
64
|
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
64
|
|
ITEM 9B.
|
OTHER INFORMATION
|
65
|
|
PART III.
|
||
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
66
|
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
66
|
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
|
66
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
66
|
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
66
|
|
PART IV.
|
||
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
67
|
|
·
|
future operating or financial results;
|
|
|
·
|
our limited operating history;
|
|
|
·
|
pending or recent acquisitions, business strategy and expected capital spending or operating expenses;
|
|
|
·
|
future production of Liquefied Petroleum Gas, or LPG, refined petroleum products and oil prices;
|
|
|
·
|
infrastructure to support marine transportation of LPG, including pipelines and terminals;
|
|
|
·
|
competition in the marine transportation industry;
|
|
|
·
|
oversupply of LPG vessels comparable to ours;
|
|
|
·
|
future supply and demand for oil and refined petroleum products and natural gas of which LPG is a byproduct;
|
|
|
·
|
global and regional economic and political conditions;
|
|
|
·
|
shipping market trends, including charter rates, factors affecting supply and demand and world fleet composition;
|
|
|
·
|
ability to employ our vessels profitably;
|
|
|
·
|
our limited number of assets and small number of customers;
|
|
|
·
|
performance by the counterparties to our charter agreements;
|
|
|
·
|
termination of our customer contracts;
|
|
|
·
|
delays and cost overruns in vessel construction projects;
|
|
|
·
|
our ability to incur additional indebtedness under and compliance with restrictions and covenants in our debt agreements;
|
|
|
·
|
our need for cash to meet our debt service obligations and to pay installments in connection with our newbuilding vessels;
|
|
|
·
|
our levels of operating and maintenance costs;
|
|
|
·
|
our dependence on key personnel;
|
|
|
·
|
availability of skilled workers and the related labor costs;
|
|
|
·
|
compliance with governmental, tax, environmental and safety regulation;
|
|
·
|
changes in tax laws, treaties or regulations;
|
|
|
·
|
general economic conditions and conditions in the oil and natural gas industry;
|
|
|
·
|
effects of new products and new technology in our industry;
|
|
|
·
|
operating hazards in the maritime transportation industry;
|
|
|
·
|
adequacy of insurance coverage in the event of a catastrophic event;
|
|
|
·
|
the volatility of the price of our common shares;
|
|
|
·
|
our incorporation under the laws of the Republic of the Marshall Islands and the limited rights to relief that may be available compared to other countries, including the United States;
|
|
|
·
|
our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate activities, the terms of such financing and our ability to comply with covenants set forth in our existing and future financing arrangements; and
|
|
|
·
|
expectations regarding vessel acquisitions.
|
| ITEM 1. | BUSINESS |
|
|
Capacity
(Cbm)
|
Shipyard
|
Sister
Ships
|
Year Built/
Estimated
Delivery
(1)
|
ECO
Vessel
(2)
|
Charterer
(3)
|
Charter
Expiration
(1)
|
|
OPERATING FLEET
|
|
|
|
|
|
|
|
|
VLGC
|
|
|
|
|
|
|
|
|
Captain Nicholas ML
|
82,000
|
Hyundai
|
A
|
2008
|
—
|
Pool
|
—
|
|
Captain John NP
|
82,000
|
Hyundai
|
A
|
2007
|
—
|
Pool
|
—
|
|
Captain Markos NL
(4)
|
82,000
|
Hyundai
|
A
|
2006
|
—
|
Shell
|
Q4 2019
|
|
Comet
(5)
|
84,000
|
Hyundai
|
B
|
2014
|
X
|
Shell
|
Q4 2019
|
|
Corsair
|
84,000
|
Hyundai
|
B
|
2014
|
X
|
Pool
|
—
|
|
Corvette
|
84,000
|
Hyundai
|
B
|
2015
|
X
|
Spot
|
—
|
|
Small Pressure
|
|
|
|
|
|
|
|
|
Grendon
|
5,000
|
Higaki
|
|
1996
|
—
|
Spot
|
—
|
|
NEWBUILDING VLGCs
|
|
|
|
|
|
|
|
|
Cougar
|
84,000
|
Hyundai
|
B
|
Q2 2015
|
X
|
—
|
—
|
|
Cobra
|
84,000
|
Hyundai
|
B
|
Q2 2015
|
X
|
—
|
—
|
|
Concorde
|
84,000
|
Hyundai
|
B
|
Q2 2015
|
X
|
—
|
—
|
|
Continental
|
84,000
|
Hyundai
|
B
|
Q3 2015
|
X
|
—
|
—
|
|
Constitution
|
84,000
|
Hyundai
|
B
|
Q3 2015
|
X
|
—
|
—
|
|
Commodore
|
84,000
|
Hyundai
|
B
|
Q3 2015
|
X
|
—
|
—
|
|
Constellation
|
84,000
|
Hyundai
|
B
|
Q3 2015
|
X
|
—
|
—
|
|
Cresques
|
84,000
|
Daewoo
|
C
|
Q3 2015
|
X
|
—
|
—
|
|
Cheyenne
|
84,000
|
Hyundai
|
B
|
Q3 2015
|
X
|
—
|
—
|
|
Clermont
|
84,000
|
Hyundai
|
B
|
Q4 2015
|
X
|
—
|
—
|
|
Chaparral
|
84,000
|
Hyundai
|
B
|
Q4 2015
|
X
|
—
|
—
|
|
Commander
|
84,000
|
Hyundai
|
B
|
Q4 2015
|
X
|
—
|
—
|
|
Cratis
|
84,000
|
Daewoo
|
C
|
Q4 2015
|
X
|
—
|
—
|
|
Copernicus
|
84,000
|
Daewoo
|
C
|
Q4 2015
|
X
|
—
|
—
|
|
Challenger
|
84,000
|
Hyundai
|
B
|
Q4 2015
|
X
|
—
|
—
|
|
Caravelle
|
84,000
|
Hyundai
|
B
|
Q1 2016
|
X
|
—
|
—
|
|
Total
|
1,847,000
|
|
(1)
|
Represents calendar year quarters.
|
|
|
(2)
|
Represents vessels with very low revolutions per minute, long
‑
stroke, electronically controlled engines, larger propellers, advanced hull design, and low friction paint.
|
|
|
(3)
|
"Pool" indicates that the vessel is operated in the Helios Pool and receives as charter hire a portion of the net revenue of the pool calculated according to a formula based on the vessel's pro rata performance in the pool.
|
|
|
(4)
|
Currently on time charter with Shell Tankers (Singapore) Private Limited that began in December 2014 at a rate of $850,000 per month.
|
|
|
(5)
|
Delivered on July 25, 2014 and on a time charter with Shell Tankers (Singapore) Private Limited that began on that date at a rate of $945,000 per month.
|
|
|
·
|
natural resource damages and related assessment costs;
|
|
|
·
|
real and personal property damages;
|
|
|
·
|
net loss of taxes, royalties, rents, profits or earnings capacity;
|
|
|
·
|
lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources;
|
|
|
·
|
net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards; and
|
|
|
·
|
loss of subsistence use of natural resources.
|
|
·
|
on
‑
board installation of automatic identification systems to provide a means for the automatic transmission of safety
‑
related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status;
|
|
|
·
|
on
‑
board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;
|
|
|
·
|
the development of vessel security plans;
|
|
|
·
|
ship identification number to be permanently marked on a vessel's hull;
|
|
|
·
|
a continuous synopsis record kept onboard showing a vessel's history including, the name of the ship and of the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and
|
|
|
·
|
compliance with flag state security certification requirements.
|
| 1) | it is organized in a "qualified foreign country" which is one that grants an "equivalent exemption" from tax to corporations organized in the United States in respect of each category of shipping income for which exemption is being claimed under Section 883; and |
| 2) | one of the following tests is met: |
| A) | more than 50% of the value of its shares is beneficially owned, directly or indirectly, by "qualified shareholders," which as defined includes individuals who are "residents" of a qualified foreign country, to which we refer as the "50% Ownership Test"; or |
| B) | its shares are "primarily and regularly traded on an established securities market" in a qualified foreign country or in the United States, to which we refer as the "Publicly ‑ Traded Test." |
|
·
|
we have, or are considered to have, a fixed place of business in the United States involved in the earning of United States source shipping income; and
|
|
|
·
|
substantially all of our United States source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
|
|
·
|
at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
|
|
|
·
|
at least 50% of the average value of our assets during such taxable year produce, or are held for the production of, passive income.
|
|
·
|
the excess distribution or gain would be allocated ratably over the Non
‑
Electing Holder's aggregate holding period for the common shares;
|
|
|
·
|
the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, would be taxed as ordinary income and would not be "qualified dividend income"; and
|
|
|
·
|
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
|
|
·
|
the dividend income is effectively connected with the Non
‑
United States Holder's conduct of a trade or business in the United States; or
|
|
|
·
|
the Non
‑
United States Holder is an individual who is present in the United States for 183 days or more during the taxable year of receipt of the dividend income and other conditions are met.
|
|
·
|
the gain is effectively connected with the Non
‑
United States Holder's conduct of a trade or business in the United States; or
|
|
|
·
|
the Non
‑
United States Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.
|
|
·
|
fails to provide an accurate taxpayer identification number;
|
|
|
·
|
is notified by the IRS that it has have failed to report all interest or dividends required to be shown on its federal income tax returns; or
|
|
|
·
|
in certain circumstances, fails to comply with applicable certification requirements.
|
| ITEM 1A. | RISK FACTORS. |
|
·
|
the operator's industry relationships, experience and reputation for customer service, quality operations and safety;
|
|
|
·
|
the quality, experience and technical capability of the crew;
|
|
|
·
|
the experience of the crew with the operator and type of vessel;
|
|
|
·
|
the operator's relationships with shipyards and the ability to get suitable berths;
|
|
|
·
|
the operator's construction management experience, including the ability to obtain on
‑
time delivery of new vessels according to customer specifications;
|
|
|
·
|
the operator's willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and
|
|
|
·
|
the competitiveness of the bid in terms of overall price.
|
|
·
|
locating and acquiring suitable vessels;
|
|
·
|
identifying and completing acquisitions or joint ventures;
|
|
|
·
|
integrating any acquired LPG carriers or businesses successfully with our existing operations;
|
|
|
·
|
hiring, training and retaining qualified personnel and crew to manage and operate our growing business and fleet;
|
|
|
·
|
expanding our customer base; and
|
|
|
·
|
obtaining required financing.
|
|
·
|
supply and demand for LPG products;
|
|
·
|
worldwide production of natural gas;
|
|
|
·
|
global and regional economic conditions;
|
|
|
·
|
the distance LPG products are to be moved by sea;
|
|
|
·
|
availability of competing LPG vessels;
|
|
|
·
|
availability of alternative transportation means;
|
|
|
·
|
changes in seaborne and other transportation patterns;
|
|
|
·
|
development and exploitation of alternative fuels and non
‑
conventional hydrocarbon production;
|
|
|
·
|
governmental regulations, including environmental or restrictions on offshore transportation of natural gas;
|
|
|
·
|
local and international political, economic and weather conditions;
|
|
|
·
|
domestic and foreign tax policies;
|
|
|
·
|
accidents, severe weather, natural disasters and other similar incidents relating to the natural gas industry; and
|
|
|
·
|
weather.
|
|
·
|
the number of newbuilding deliveries;
|
|
|
·
|
the scrapping rate of older vessels;
|
|
|
·
|
LPG vessel prices;
|
|
|
·
|
changes in environmental and other regulations that may limit the useful lives of vessels; and
|
|
|
·
|
the number of vessels that are out of service.
|
|
·
|
adverse global or regional economic or political conditions, particularly in LPG consuming regions, which could reduce energy consumption;
|
|
|
·
|
a reduction in global or general industrial activity specifically in the plastics and chemical industries;
|
|
·
|
increases in the cost of petroleum and natural gas from which LPG is derived;
|
|
|
·
|
decreases in the consumption of LPG or natural gas due to availability of new, alternative energy sources or increases in the price of LPG or natural gas relative to other energy sources or other factors making consumption of LPG or natural gas less attractive; and
|
|
|
·
|
increases in pipelines for LPG, which are currently few in number, linking production areas and industrial and residential areas consuming LPG, or the conversion of existing non
‑
petroleum gas pipelines to petroleum gas pipelines in those markets.
|
|
·
|
authorizing our board of directors to issue "blank check" preferred shares without shareholder approval;
|
|
|
·
|
providing for a classified board of directors with staggered, three
‑
year terms;
|
|
|
·
|
authorizing the removal of directors only for cause; limiting the persons who may call special meetings of shareholders;
|
|
|
·
|
establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at shareholder meetings; and
|
|
|
·
|
restricting business combinations with interested stockholders.
|
| ITEM 1B. | UNRESOLVED STAFF COMMENTS. |
| ITEM 2. | PROPERTIES. |
| ITEM 3. | LEGAL PROCEEDINGS. |
| ITEM 4. | MINE SAFETY DISCLOSURES. |
| ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
|
|
NYSE
|
Norwegian OTC List
|
||||||||||||||
|
For the Quarter Ended
|
High
(US$)
|
Low
(US$)
|
High
(NOK)
|
Low
(NOK)
|
||||||||||||
|
September 30, 2013 (from July 30, 2013, the initial listing date, through September 30, 2013)
|
—
|
—
|
80.00
|
70.00
|
||||||||||||
|
December 31, 2013
|
—
|
—
|
115.00
|
75.00
|
||||||||||||
|
March 31, 2014
|
—
|
—
|
127.50
|
106.25
|
||||||||||||
|
June 30, 2014*
|
24.93
|
17.95
|
132.00
|
105.00
|
||||||||||||
|
September 30, 2014
|
24.20
|
17.73
|
132.00
|
114.50
|
||||||||||||
|
December 31, 2014**
|
18.15
|
9.94
|
114.50
|
75.00
|
||||||||||||
|
March 31, 2015
|
14.26
|
10.10
|
—
|
—
|
||||||||||||
|
*
|
Period for the NYSE begins on May 9, 2014
|
|
|
**
|
Deactivated on the Norwegian OTC List on November 5, 2014
|
| ITEM 6. | SELECTED FINANCIAL DATA. |
|
Dorian LPG Ltd.
|
Predecessor Businesses of Dorian LPG Ltd.
|
|||||||||||||||||||
|
(in U.S. dollars, except fleet data)
|
Year ended
March 31, 2015 |
Period July 1, 2013 (inception) to
March 31, 2014 |
Period April 1, 2013 to
July 28, 2013 |
Year ended
March 31, 2013 |
Year ended
March 31, 2012 |
|||||||||||||||
|
Statement of Operations Data
|
|
|
||||||||||||||||||
|
Revenues
|
$
|
104,129,149
|
$
|
29,633,700
|
$
|
15,383,116
|
$
|
8,661,846
|
$
|
34,571,042
|
||||||||||
|
Expenses
|
||||||||||||||||||||
|
Voyage expenses
|
22,081,856
|
6,670,971
|
3,623,872
|
8,751,257
|
2,075,698
|
|||||||||||||||
|
Voyage expenses
—
related party
|
—
|
—
|
198,360
|
505,926
|
448,683
|
|||||||||||||||
|
Vessel operating expenses
|
21,256,165
|
8,394,959
|
4,638,725
|
12,038,926
|
14,410,349
|
|||||||||||||||
|
Management fees
—
related party
|
1,125,000
|
3,122,356
|
601,202
|
1,824,000
|
1,824,000
|
|||||||||||||||
|
Impairment
(1)
|
1,431,818
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Depreciation and amortization
|
14,093,744
|
6,620,372
|
3,955,309
|
12,024,829
|
11,847,628
|
|||||||||||||||
|
General and administrative expenses
|
14,145,086
|
433,674
|
28,204
|
157,039
|
80,552
|
|||||||||||||||
|
Total expenses
|
74,133,669
|
25,242,332
|
13,045,672
|
35,301,977
|
30,686,910
|
|||||||||||||||
|
Operating income
|
29,995,480
|
4,391,368
|
2,337,444
|
3,359,869
|
3,884,132
|
|||||||||||||||
|
Other income/(expenses)
|
||||||||||||||||||||
|
Other income
—
related party
|
93,929
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Interest and finance costs
|
(289,090
|
)
|
(1,579,206
|
)
|
(762,815
|
)
|
2,568,985
|
)
|
(2,415,855
|
)
|
||||||||||
|
Interest income
|
418,597
|
428,201
|
98
|
598
|
504
|
|||||||||||||||
|
(Loss)/gain on derivatives, net
|
(3,959,203
|
)
|
(1,104,001
|
)
|
2,830,205
|
(5,588,479
|
)
|
(10,493,316
|
)
|
|||||||||||
|
Foreign currency (loss)/gain, net
|
(998,931
|
)
|
697,481
|
(5
|
)
|
(53,700
|
)
|
2,215
|
||||||||||||
|
Total other (expenses)/income, net
|
(4,734,698
|
)
|
(1,557,525
|
)
|
2,067,483
|
(8,210,566
|
)
|
(13,356,452
|
)
|
|||||||||||
|
Net income/(loss)
|
$
|
25,260,782
|
$
|
2,833,843
|
$
|
4,404,927
|
$
|
(4,850,697
|
)
|
$
|
(9,472,320
|
)
|
||||||||
|
Earnings per common share, basic and diluted
|
$
|
0.45
|
$
|
0.09
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||
|
Other Financial Data
|
||||||||||||||||||||
|
Adjusted EBITDA
(2)
|
$
|
47,346,202
|
$
|
12,137,422
|
$
|
6,292,846
|
$
|
15,331,596
|
$
|
15,734,479
|
||||||||||
|
Fleet Data
|
||||||||||||||||||||
|
Calendar days
(3)
|
1,986
|
984
|
476
|
1,460
|
1,464
|
|||||||||||||||
|
Available days
(4)
|
1,925
|
964
|
476
|
1,447
|
1,421
|
|||||||||||||||
|
Operating days
(5)
|
1,652
|
941
|
449
|
1,359
|
1,405
|
|||||||||||||||
|
Fleet utilization
(6)
|
85.8
|
%
|
97.7
|
%
|
94.3
|
%
|
93.9
|
%
|
98.9
|
%
|
||||||||||
|
Average Daily Results
|
||||||||||||||||||||
|
Time charter equivalent rate
(7)
|
$
|
49,665
|
$
|
24,402
|
$
|
25,748
|
$
|
21,637
|
$
|
22,809
|
||||||||||
|
Daily vessel operating expenses
(8)
|
$
|
10,703
|
$
|
8,531
|
$
|
9,745
|
$
|
8,246
|
$
|
9,843
|
||||||||||
|
(in U.S. dollars)
|
As of
March 31, 2015
|
As of
March 31, 2014
|
||||||
|
Balance Sheet Data
|
|
|
||||||
|
Cash and cash equivalents
|
$
|
204,821,183
|
$
|
279,131,795
|
||||
|
Restricted cash, current
|
—
|
30,948,702
|
||||||
|
Restricted cash, non
‑
current
|
33,210,000
|
4,500,000
|
||||||
|
Total assets
|
1,099,101,270
|
840,245,766
|
||||||
|
Current portion of long-term debt
|
15,677,553
|
9,612,000
|
||||||
|
Long-term debt – net of current portion
|
184,665,874
|
119,106,500
|
||||||
|
Total liabilities
|
225,887,011
|
148,046,334
|
||||||
|
Total shareholders' equity
|
873,214,259
|
692,199,432
|
||||||
|
(1)
|
In the year ended March 31, 2015, we recorded an impairment charge of $1.4 million for 1 owned
Pressurized Gas Carrier
vessel.
|
|
(2)
|
Adjusted EBITDA is non-U.S. GAAP financial measure and represents net income before interest and finance costs, loss/(gain) on derivatives, net, stock compensation expense, impairment and depreciation and amortization and is used as a supplemental financial measure by management to assess our financial and operating performance. We believe that adjusted EBITDA assists our management and investors by increasing the comparability of our performance from period to period. This increased comparability is achieved by excluding the potentially disparate effects between periods of derivatives, interest and finance costs, stock-based compensation expense, impairment, and depreciation and amortization expense, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. We believe that including adjusted EBITDA as a financial and operating measure benefits investors in selecting between investing in us and other investment alternatives.
|
|
Dorian LPG Ltd.
|
Predecessor Businesses of Dorian LPG Ltd.
|
|||||||||||||||||||
|
Year ended
March 31, 2015 |
Period July 1, 2013 (inception) to
March 31, 2014 |
Period April 1, 2013 to
July 28, 2013 |
Year ended
March 31, 2013 |
Year ended
March 31, 2012 |
||||||||||||||||
|
(in U.S. dollars)
|
|
|
||||||||||||||||||
|
Net income/(loss)
|
$
|
25,260,782
|
$
|
2,833,843
|
$
|
4,404,927
|
$
|
(4,850,697
|
)
|
$
|
(9,472,320
|
)
|
||||||||
|
Interest and finance costs
|
289,090
|
1,579,206
|
762,815
|
2,568,985
|
2,415,855
|
|||||||||||||||
|
Loss/(gain) on derivatives-net
|
3,959,203
|
1,104,001
|
(2,830,205
|
)
|
5,588,479
|
10,943,316
|
||||||||||||||
|
Stock-based compensation expense
|
2,311,565
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Impairment
|
1,431,818
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Depreciation and amortization
|
14,093,744
|
6,620,372
|
3,955,309
|
12,024,829
|
11,847,628
|
|||||||||||||||
|
Adjusted EBITDA
|
47,346,202
|
12,137,422
|
6,292,846
|
15,331,596
|
15,734,479
|
|||||||||||||||
|
(3)
|
We define calendar days as the total number of days in a period during which each vessel in our fleet was owned. Calendar days are an indicator of the size of the fleet over a period and affect both the amount of revenues and the amount of expenses that are recorded during that period.
|
|
(4)
|
We define available days as calendar days less aggregate off
‑
hire days associated with scheduled maintenance, which include major repairs, drydockings, vessel upgrades or special or intermediate surveys. We use available days to measure the aggregate number of days in a period that our vessels should be capable of generating revenues.
|
|
(5)
|
We define operating days as available days less the aggregate number of days that our vessels are off
‑
hire for any reason other than scheduled maintenance. We use operating days to measure the number of days in a period that our operating vessels are on hire.
|
|
(6)
|
We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during that period. An increase in non
‑
scheduled off
‑
hire days would reduce our operating days, and therefore, our fleet utilization. We use fleet utilization to measure our ability to efficiently find suitable employment for our vessels.
|
|
(7)
|
Time charter equivalent rate, or "TCE rate", is a measure of the average daily revenue performance of a vessel. TCE rate is a shipping industry performance measure used primarily to compare period
‑
to
‑
period changes in a shipping company's performance despite changes in the mix of charter types (such as time charters, voyage charters) under which the vessels may be employed between the periods. Our method of calculating TCE rate is to divide revenue net of voyage expenses by operating days for the relevant time period.
|
|
(8)
|
Daily vessel operating expenses are calculated by dividing vessel operating expenses by calendar days for the relevant time period.
|
| ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
|
·
|
pool points (vessel attributes such as cargo carrying capacity, fuel consumption, and construction characteristics are taken into consideration); and
|
|
|
·
|
number of days the vessel participated in the pool in the period. We recognize pool revenue on a monthly basis, when the vessel has participated in a pool during the period and the amount of pool revenue for the month can be estimated reliably. We receive estimated vessel earnings based on the known number of days the vessel has participated in the pool, the contract terms, and the estimated monthly pool revenue. We receive a report from the pool which identifies the number of days the vessel participated in the pool, the total pool points for the period, the total pool revenue for the period, and the calculated share of pool revenue for the vessel. We review the report for consistency with each vessel's pool agreement and vessel management records and make any adjustments required to meet US GAAP reporting standards.
|
|
·
|
reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;
|
|
|
·
|
news and industry reports of similar vessel sales;
|
|
|
·
|
approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated;
|
|
|
·
|
offers that we may have received from potential purchasers of our vessels; and
|
|
|
·
|
vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.
|
|
Vessels
|
Capacity
(Cbm)
|
Year Built
|
Date of Acquisition/
Delivery
|
Purchase Price/ Original Cost
|
Carrying value at March 31, 2015
(1)
|
Carrying value at March 31, 2014
(1)
|
|||||||||||||||
|
Captain Nicholas ML
|
82,000
|
2008
|
7/29/2013
|
68,156,079
|
63,092,093
|
66,123,231
|
|||||||||||||||
|
Captain John NP
|
82,000
|
2007
|
7/29/2013
|
65,187,174
|
60,030,417
|
63,117,421
|
|||||||||||||||
|
Captain Markos NL
|
82,000
|
2006
|
7/29/2013
|
61,421,882
|
56,508,422
|
59,448,443
|
|||||||||||||||
|
Comet
|
84,000
|
2014
|
7/25/2014
|
75,276,432
|
73,433,095
|
—
|
|||||||||||||||
|
Corsair
|
84,000
|
2014
|
9/26/2014
|
80,906,292
|
79,416,243
|
—
|
|||||||||||||||
|
Corvette
|
84,000
|
2015
|
1/2/2015
|
84,232,810
|
83,495,783
|
—
|
|||||||||||||||
|
Grendon
(2)
|
5,000
|
1996
|
7/29/2013
|
6,625,000
|
4,000,000
|
6,145,771
|
|||||||||||||||
|
|
503,000
|
|
441,805,669
|
419,976,053
|
194,834,866
|
||||||||||||||||
|
(1)
|
Our vessels are stated at carrying values (refer to our accounting policy in Note 2 to our financial statements).
|
|
(2)
|
During the year ended March 31, 2015, an impairment loss was taken on the
Grendon
of $1.4 million and the carrying value was written down to $4.0 million.
|
|
Net cash provided by operating activities
|
$
|
25,623,220
|
||
|
Net cash used in investing activities
|
(312,326,844
|
)
|
||
|
Net cash provided by financing activities
|
213,694,591
|
|||
|
Net decrease in cash and cash equivalents
|
$
|
(74,310,612
|
)
|
|
|
Net cash provided by operating activities
|
$
|
7,236,422
|
||
|
Net cash used in investing activities
|
(221,434,724
|
)
|
||
|
Net cash provided by financing activities
|
493,322,093
|
|||
|
Net increase in cash and cash equivalents
|
$
|
279,131,795
|
||
|
|
Predecessor
|
|||||||
|
|
April 1, 2013 to July 28, 2013
|
Year ended March 31, 2013
|
||||||
|
Net cash provided by operating activities
|
$
|
4,670,470
|
$
|
8,255,783
|
||||
|
Net cash used in investing activities
|
(90,492
|
)
|
(469,929
|
)
|
||||
|
Net cash used in financing activities
|
(5,606,000
|
)
|
(8,784,500
|
)
|
||||
|
Net decrease in cash and cash equivalents
|
(1,026,022
|
)
|
(998,646
|
)
|
||||
|
Contractual Obligations
|
|
|
|
Payments due by period
|
||||||||||||||||||
|
|
Total
|
Less than
1 Year
|
1 to 3 Years
|
3 to 5 Years
|
More than
5 Years
|
|||||||||||||||
|
Long
‑
term debt obligations
|
$
|
200,343,427
|
$
|
15,677,553
|
$
|
31,355,106
|
$
|
73,054,106
|
$
|
80,256,662
|
||||||||||
|
Interest payments
(1)
|
43,284,241
|
9,451,371
|
17,641,449
|
10,709,410
|
5,482,011
|
|||||||||||||||
|
Remaining payments on vessels under construction
(2)
|
871,414,765
|
871,414,765
|
—
|
—
|
—
|
|||||||||||||||
|
Remaining payments on office leases
(3)
|
1,124,010
|
376,620
|
607,020
|
140,370
|
—
|
|||||||||||||||
|
Total
|
$
|
1,116,166,443
|
$
|
896,920,309
|
$
|
49,603,575
|
$
|
83,903,886
|
$
|
85,738,673
|
||||||||||
|
(1)
|
Our interest commitment on our RBS Loan Facility is calculated based on an as assumed LIBOR rate of 0.403% (the six
‑
month LIBOR rate as of March 31, 2015), plus the applicable margin for the respective period as per the loan agreement and the estimated net settlement of our interest rate swaps. Our interest commitment on our 2015 Debt Facility is calculated based on an as assumed LIBOR rate of 0.274% (the three
‑
month LIBOR rate as of March 31, 2015), plus the applicable margin for the respective period as per the loan agreement.
|
|
|
(2)
|
Includes $14.8 million of commitments for additional features not included in the contract price of the vessels and $4.2 million of supervision fees.
|
|
|
(3)
|
Our United Kingdom and Greece office lease payments were translated into U.S. Dollars using foreign currency equivalent rates of British Pound Sterling 1.479 and Euro 1.076, respectively, as of March 31, 2015.
|
|
|
Off-Balance Sheet Arrangements
|
||
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
| ITEM 9A. | CONTROLS AND PROCEDURES. |
| ITEM 9B. | OTHER INFORMATION. |
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
| ITEM 11. | EXECUTIVE COMPENSATION. |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES. |
| 1. | Financial Statements |
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of March 31, 2015 and 2014
|
|
Consolidated Statement of Operations for the year ended March 31, 2015 and for the period July 1, 2013 (inception) to March 31, 2014
|
|
Consolidated Statement of Shareholders' Equity for the year ended March 31, 2015 and for the period July 1, 2013 (inception) to March 31, 2014
|
|
Consolidated Statement of Cash Flows for the year ended March 31, 2015 and for the period July 1, 2013 (inception) to March 31, 2014
|
|
Notes to Consolidated Financial Statements
|
|
Predecessor Report of Independent Registered Public Accounting Firm
|
|
Predecessor Combined Statements of Operations for the period April 1, 2013 to July 28, 2013 and for the year ended March 31, 2013
|
|
Predecessor Combined Statements of Owners' Equity for the period April 1, 2013 to July 28, 2013 and for the year ended March 31, 2013
|
|
Predecessor Combined Statements of Cash Flows for the period April 1, 2013 to July 28, 2013, and for the year ended March 31, 2013
|
|
Notes to Predecessor Combined Financial Statements
|
| 2. | Financial Statement Schedules |
|
All schedules have been omitted because they are not applicable, not required or the information is included elsewhere in the Financial Statements or Notes thereto.
|
| 3. | Exhibits |
|
See accompanying Exhibit Index included after the signature page of this Report for a list of exhibits filed or furnished with or incorporated by reference in this annual report.
|
|
|
Dorian LPG Ltd.
|
|
|
(Registrant)
|
|
|
|
|
|
/s/ John Hadjipateras
|
|
|
John Hadjipateras
|
|
|
President and Chief Executive Officer
|
|
Signature
|
|
Capacity
|
|
|
/s/ John Hadjipateras
|
|
President, Chief Executive Officer and Chairman of the Board
|
|
|
John Hadjipateras
|
|
(Principal Executive Officer)
|
|
|
/s/ Theodore B. Young
|
|
Chief Financial Officer
|
|
|
Theodore B. Young
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
/s/ John C. Lycouris
|
|
Director
|
|
|
John C. Lycouris
|
|
||
|
/s/ Thomas J. Coleman
|
|
Director
|
|
|
Thomas J. Coleman
|
|
||
|
/s/ Charles Fabrikant
|
|
Director
|
|
|
Charles Fabrikant
|
|
||
|
/s/ Ted Kalborg
|
|
Director
|
|
|
Ted Kalborg
|
|
||
|
/s/ Øivind Lorentzen
|
|
Director
|
|
|
Øivind Lorentzen
|
|
||
|
/s/ Malcolm McAvity
|
|
Director
|
|
|
Malcolm McAvity
|
|
||
|
/s/ David G. Savett
|
|
Director
|
|
|
David G. Savett
|
|
||
|
/s/ Christina Tan
|
|
Director
|
|
|
Christina Tan
|
|
||
|
3.1
|
Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form F-1 (Registration Number 333-194434)
|
|
3.2
|
Bylaws, incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
3.3
|
Amendment to Articles of Incorporation, incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
4.1
|
Form of Common Share Certificate, incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.1
|
Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.2
|
Shareholders Agreement Dorian LPG Ltd., Scorpio Tankers Inc., SeaDor Holdings LLC and Dorian Holdings LLC, incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
†
10.3
|
Purchase Agreement between Dorian LPG Ltd. and Scorpio Tankers Inc., dated November 26, 2013, incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.4
|
Management Agreement, dated July 26, 2013, between CMNL LPG Transport LLC and Dorian (Hellas), SA, incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.5
|
Management Agreement, dated July 26, 2013, between CJNP LPG Transport LLC and Dorian (Hellas), SA, incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.6
|
Management Agreement, dated July 26, 2013, between CNML LPG Transport LLC and Dorian (Hellas), SA, incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.7
|
Management Agreement, dated July 26, 2013, between Grendon Tanker LLC and Dorian (Hellas), SA, incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.8
|
Option and Assignment Agreement among Dorian LPG Ltd., Dorian Holdings, Dorian (Hellas) and Seacor Gas Transport Corporation, dated July 29, 2013, incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.9
|
Contribution and Release Agreement between Dorian LPG Ltd. and, Dorian (Hellas), SA and SeaDor Holdings LLC, dated July 29, 2013, incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.10
|
$135.2 million Term Loan Facility, dated July 29, 2013, between CJNP LPG Transport LLC, CMNL LPG Transport LLC, CNML LPG Transport LLC, Corsair LPG Transport LLC, Dorian LPG Ltd. and The Royal Bank of Scotland plc, incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.11
|
Contribution and Conveyance Agreement, dated July 29, 2013, between Dorian LPG Ltd. and Dorian Holdings LLC, incorporated by reference to Exhibit 10.11 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.12
|
Charter Party Agreement with Petredec Limited with respect to
Grendon
, dated May 27, 2011, as amended, incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.13
|
Charter Party Agreement with Statoil ASA with respect to
Captain Markos NL
, dated October 20, 2010, incorporated by reference to Exhibit 10.13 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.14
|
Charter Party Agreement with Statoil ASA with respect to
Captain Nicholas ML
, dated April 7, 2008, incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.15
|
Transition Agreement, dated July 29, 2013, as amended, by and between Dorian LPG (USA) LLC and Eagle Ocean Transport Inc., incorporated by reference to Exhibit 10.15 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.16
|
Transition Agreement, dated July 29, 2013, as amended, by and between Dorian LPG (USA) LLC. and Highbury Shipping Services Ltd., incorporated by reference to Exhibit 10.16 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.17
|
Transition Agreement, dated July 29, 2013, as amended, by and between Dorian LPG Management Corp. and Dorian (Hellas) S.A., incorporated by reference to Exhibit 10.17 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.18
|
Newbuilding Services Agreement, dated July 26, 2013, by and between Dorian LPG Ltd. and Dorian (Hellas) S.A., incorporated by reference to Exhibit 10.18 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.19
|
Supplemental Letter to $135.2 million Term Loan Facility, dated October 18, 2013, incorporated by reference to Exhibit 10.19 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.20
|
Form of Registration Rights Agreement by and between Dorian LPG Ltd. and Kensico Capital Management Corporation, incorporated by reference to Exhibit 10.20 to the Company's Registration Statement on Form F-1 (Registration Number 333- 194434)
|
|
10.21
|
Form of Vessel Management Agreement with Dorian LPG Management Corp. (Captain Markos NL), incorporated by reference to Exhibit 4.21 to the Company's Annual Report on Form 20-F filed with the SEC on July 30, 2014
|
|
10.22
|
Form of General Agency Agreement with Dorian LPG Management Corp. (Captain Markos NL), incorporated by reference to Exhibit 4.22 to the Company's Annual Report on Form 20-F filed with the SEC on July 30, 2014
|
|
10.23
|
Newbuilding Service Agreement between Dorian LPG Ltd. and Dorian LPG (USA) LLC, incorporated by reference to Exhibit 4.23 to the Company's Annual Report on Form 20-F filed with the SEC on July 30, 2014
|
|
10.24
|
Administrative, Advisory and Support Services Agreement between Dorian LPG Ltd. and Dorian LPG (USA) LLC, incorporated by reference to Exhibit 4.21 to the Company's Annual Report on Form 20-F filed with the SEC on July 30, 2014
|
|
10.25
|
Facility Agreement dated March 23, 2015, by and among Dorian LPG Finance LLC, as Borrower, Dorian LPG Ltd., as Facility Guarantor, certain wholly-owned subsidiaries of Dorian LPG Ltd. and the lenders party thereto
|
|
21.1
|
List of Subsidiaries
|
|
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*
|
XBRL Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema
|
|
101.CAL*
|
XBRL Taxonomy Extension Schema Calculation Linkbase
|
|
101.DEF*
|
XBRL Taxonomy Extension Schema Definition Linkbase
|
|
101.LAB*
|
XBRL Taxonomy Extension Schema Label Linkbase
|
|
101.PRE*
|
XBRL Taxonomy Extension Schema Presentation Linkbase
|
|
DORIAN LPG LTD.
|
||
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
|
|
Consolidated Balance Sheets as of March 31, 2015 and 2014
|
F-2
|
|
|
Consolidated Statement of Operations for the year ended March 31, 2015 and for the period July 1, 2013 (inception) to March 31, 2014
|
F-3
|
|
|
Consolidated Statement of Shareholders' Equity for the year ended March 31, 2015 and for the period July 1, 2013 (inception) to March 31, 2014
|
F-4
|
|
|
Consolidated Statement of Cash Flows for the year ended March 31, 2015 and for the period July 1, 2013 (inception) to March 31, 2014
|
F-5
|
|
|
Notes to Consolidated Financial Statements
|
F-6
|
|
|
PREDECESSOR BUSINESSES OF DORIAN LPG LTD.
|
||
|
Report of Independent Registered Public Accounting Firm
|
F-29
|
|
|
Predecessor Combined Statements of Operations for the period April 1, 2013 to July 28, 2013 and for the year ended March 31, 2013
|
F-30
|
|
|
Predecessor Combined Statements of Owners' Equity for the period April 1, 2013 to July 28, 2013 and for the year ended March 31, 2013
|
F-31
|
|
|
Predecessor Combined Statements of Cash Flows for the period April 1, 2013 to July 28, 2013, and for the year ended March 31, 2013
|
F-32 | |
|
Notes to Predecessor Combined Financial Statements
|
F-33
|
|
|
March 31, 2015
|
March 31, 2014
|
|||||||
|
Assets
|
||||||||
|
Current assets
|
||||||||
|
Cash and cash equivalents
|
204,821,183
|
279,131,795
|
||||||
|
Restricted cash
|
—
|
30,948,702
|
||||||
|
Trade receivables, net and accrued revenues
|
22,847,224
|
1,966,746
|
||||||
|
Prepaid expenses and other receivables
|
1,780,548
|
343,047
|
||||||
|
Due from related parties
|
386,743
|
1,639,497
|
||||||
|
Inventories
|
3,375,759
|
1,058,329
|
||||||
|
Total current assets
|
233,211,457
|
315,088,116
|
||||||
|
Fixed assets
|
||||||||
|
Vessels, net
|
419,976,053
|
194,834,866
|
||||||
|
Vessels under construction
|
398,175,504
|
323,206,206
|
||||||
|
Other fixed assets, net
|
464,889
|
60,904
|
||||||
|
Total fixed assets
|
818,616,446
|
518,101,976
|
||||||
|
Other non‑current assets
|
||||||||
|
Other non-current assets
|
97,446
|
—
|
||||||
|
Deferred charges, net
|
13,965,921
|
2,555,674
|
||||||
|
Restricted cash
|
33,210,000
|
4,500,000
|
||||||
|
Total assets
|
1,099,101,270
|
840,245,766
|
||||||
|
Liabilities and shareholders' equity
|
||||||||
|
Current liabilities
|
||||||||
|
Trade accounts payable
|
5,224,349
|
2,401,456
|
||||||
|
Accrued expenses
|
5,647,702
|
2,196,386
|
||||||
|
Due to related parties
|
525,170
|
113,465
|
||||||
|
Deferred income
|
1,122,239
|
554,111
|
||||||
|
Current portion of long‑term debt
|
15,677,553
|
9,612,000
|
||||||
|
Total current liabilities
|
28,197,013
|
14,877,418
|
||||||
|
Long‑term liabilities
|
||||||||
|
Long‑term debt—net of current portion
|
184,665,874
|
119,106,500
|
||||||
|
Derivative instruments
|
12,730,462
|
14,062,416
|
||||||
|
Other long-term liabilities
|
293,662
|
—
|
||||||
|
Total long‑term liabilities
|
197,689,998
|
133,168,916
|
||||||
|
Total liabilities
|
225,887,011
|
148,046,334
|
||||||
|
Shareholders' equity
|
||||||||
|
Preferred stock, $.01 par value, 50,000,000 shares authorized, none issued nor outstanding
|
—
|
—
|
||||||
|
Common stock, $.01 par value, 450,000,000 shares authorized, 58,057,493,and 48,365,011 shares issued and outstanding as of March 31, 2015 and March 31, 2014, respectively
|
580,575
|
483,650
|
||||||
|
Additional paid‑in‑capital
|
844,539,059
|
688,881,939
|
||||||
|
Retained earnings
|
28,094,625
|
2,833,843
|
||||||
|
Total shareholders' equity
|
873,214,259
|
692,199,432
|
||||||
|
Total liabilities and shareholders' equity
|
1,099,101,270
|
840,245,766
|
||||||
|
Year ended
March 31, 2015
|
July 1, 2013 (inception) to March 31, 2014
|
|||||||
|
Revenues
|
$
|
104,129,149
|
$
|
29,633,700
|
||||
|
Expenses
|
||||||||
|
Voyage expenses
|
22,081,856
|
6,670,971
|
||||||
|
Vessel operating expenses
|
21,256,165
|
8,394,959
|
||||||
|
Management fees—related party
|
1,125,000
|
3,122,356
|
||||||
|
Impairment
|
1,431,818
|
—
|
||||||
|
Depreciation and amortization
|
14,093,744
|
6,620,372
|
||||||
|
General and administrative expenses
|
14,145,086
|
433,674
|
||||||
|
Total expenses
|
74,133,669
|
25,242,332
|
||||||
|
Operating income
|
29,995,480
|
4,391,368
|
||||||
|
Other income/(expenses)
|
||||||||
|
Other income—related party
|
93,929
|
—
|
||||||
|
Interest and finance costs
|
(289,090
|
)
|
(1,579,206
|
)
|
||||
|
Interest income
|
418,597
|
428,201
|
||||||
|
Loss on derivatives, net
|
(3,959,203
|
)
|
(1,104,001
|
)
|
||||
|
Foreign currency (loss)/gain, net
|
(998,931
|
)
|
697,481
|
|||||
|
Total other expenses, net
|
(4,734,698
|
)
|
(1,557,525
|
)
|
||||
|
Net income
|
$
|
25,260,782
|
$
|
2,833,843
|
||||
|
Earnings per common share, basic and diluted
|
$
|
0.45
|
$
|
0.09
|
||||
|
Number of
common shares |
Common
stock |
Additional
paid‑in capital |
Retained
earnings
|
Due from shareholder
|
Total
|
|||||||||||||||||||
|
Issuance on inception—July 1, 2013
|
100
|
1
|
99
|
—
|
(100
|
)
|
—
|
|||||||||||||||||
|
Cancellation—July 29, 2013
|
(100
|
)
|
(1
|
)
|
(99
|
)
|
—
|
100
|
—
|
|||||||||||||||
|
Issuance—July 29, 2013
|
18,644,324
|
186,443
|
229,804,569
|
—
|
—
|
229,991,012
|
||||||||||||||||||
|
Issuance—November 26, 2013
|
24,071,506
|
240,715
|
361,957,921
|
—
|
—
|
362,198,636
|
||||||||||||||||||
|
Issuance—February 12, 2014
|
5,649,200
|
56,492
|
97,119,449
|
—
|
—
|
97,175,941
|
||||||||||||||||||
|
Fractional shares cancelled
|
(19
|
)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||
|
Net income for the period
|
—
|
—
|
—
|
2,833,843
|
—
|
2,833,843
|
||||||||||||||||||
|
Balance, March 31, 2014
|
48,365,011
|
483,650
|
688,881,939
|
2,833,843
|
—
|
692,199,432
|
||||||||||||||||||
|
Issuance—April 25, 2014
|
1,412,698
|
14,127
|
25,849,437
|
—
|
—
|
25,863,564
|
||||||||||||||||||
|
Issuance—May 13, 2014
|
7,105,263
|
71,053
|
123,169,507
|
—
|
—
|
123,240,560
|
||||||||||||||||||
|
Issuance—May 22, 2014
|
245,521
|
2,455
|
4,335,901
|
—
|
—
|
4,338,356
|
||||||||||||||||||
|
Restricted share award issuances
|
929,000
|
9,290
|
(9,290
|
)
|
—
|
—
|
—
|
|||||||||||||||||
|
Net income for the period
|
—
|
—
|
—
|
25,260,782
|
—
|
25,260,782
|
||||||||||||||||||
|
Stock-based compensation
|
—
|
—
|
2,311,565
|
—
|
—
|
2,311,565
|
||||||||||||||||||
|
Balance, March 31, 2015
|
58,057,493
|
580,575
|
844,539,059
|
28,094,625
|
—
|
873,214,259
|
||||||||||||||||||
|
Year ended
March 31, 2015
|
July 1, 2013 (inception) to
March 31, 2014
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net income
|
$
|
25,260,782
|
$
|
2,833,843
|
||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
|
Impairment
|
1,431,818
|
—
|
||||||
|
Depreciation and amortization
|
14,093,744
|
6,620,372
|
||||||
|
Amortization of financing costs
|
830,899
|
800,806
|
||||||
|
Unrealized gain on derivatives
|
(1,331,954
|
)
|
(2,623,456
|
)
|
||||
|
Stock-based compensation expense
|
2,311,565
|
—
|
||||||
|
Unrealized exchange differences
|
1,244,394
|
(8,004
|
)
|
|||||
|
Other non-cash items
|
489,039
|
—
|
||||||
|
Changes in operating assets and liabilities
|
||||||||
|
Trade receivables, net and accrued revenue
|
(21,018,670
|
)
|
(1,966,746
|
)
|
||||
|
Prepaid expenses and other receivables
|
(1,437,501
|
)
|
(343,047
|
)
|
||||
|
Due from related parties
|
1,252,754
|
(1,639,497
|
)
|
|||||
|
Inventories
|
(2,317,430
|
)
|
396,776
|
|||||
|
Other non-current assets
|
(97,446
|
)
|
—
|
|||||
|
Trade accounts payable
|
2,731,828
|
1,799,616
|
||||||
|
Accrued expenses and other liabilities
|
2,306,631
|
2,043,523
|
||||||
|
Due to related parties
|
411,705
|
(292,687
|
)
|
|||||
|
Payments for drydocking costs
|
(538,938
|
)
|
(385,077
|
)
|
||||
|
Net cash provided by operating activities
|
25,623,220
|
7,236,422
|
||||||
|
Cash flows from investing activities:
|
||||||||
|
Payments for vessels and vessels under construction
|
(314,173,298
|
)
|
(172,237,529
|
)
|
||||
|
Net payments to acquire predecessor businesses
|
—
|
(13,732,896
|
)
|
|||||
|
Restricted cash deposits
|
(28,700,000
|
) |
(35,448,702
|
)
|
||||
| Restricted cash released | 30,938,702 |
—
|
||||||
|
Payments to acquire other fixed assets
|
(392,248
|
)
|
(15,597
|
)
|
||||
|
Net cash used in investing activities
|
(312,326,844
|
)
|
(221,434,724
|
)
|
||||
|
Cash flows from financing activities:
|
||||||||
|
Proceeds from long‑term debt borrowings
|
80,086,143
|
—
|
||||||
|
Repayment of long‑term debt borrowings
|
(9,612,000
|
)
|
(6,506,000
|
)
|
||||
|
Financing costs paid
|
(11,220,812
|
)
|
(1,516,847
|
)
|
||||
|
Cash proceeds from common shares issuances
|
155,830,178
|
510,496,990
|
||||||
|
Payments relating to issuance costs
|
(1,388,918
|
)
|
(9,152,050
|
)
|
||||
|
Net cash provided by financing activities
|
213,694,591
|
493,322,093
|
||||||
|
Effects of exchange rates on cash and cash equivalents
|
(1,301,579
|
)
|
8,004
|
|||||
|
Net (decrease)/increase in cash and cash equivalents
|
(74,310,612
|
)
|
279,131,795
|
|||||
|
Cash and cash equivalents at the beginning of the period
|
279,131,795
|
—
|
||||||
|
Cash and cash equivalents at the end of the period
|
$
|
204,821,183
|
$
|
279,131,795
|
||||
|
Supplemental disclosure of cash flow information
|
||||||||
|
Cash paid during the period for interest including interest capitalized to vessels
|
$
|
2,552,893
|
$
|
1,242,500
|
||||
|
Non cash consideration of shares issued to acquire Predecessor businesses and acquisitions of assets
|
—
|
187,495,680
|
||||||
|
Financing costs included in liabilities
|
1,039,479
|
—
|
||||||
|
Issuance costs included in liabilities
|
$
|
244,414
|
$
|
549,966
|
||||
|
|
•
|
DLPG completed a private placement of 9,310,054 shares of its common stock with institutional investors and other investors in Norway ("NPP"). The shares were issued at NOK 75.00 per share, equivalent to USD 12.66 per share and realized gross proceeds of $117.9 million based on the exchange rate on July 29, 2013.
|
|
|
•
|
DLPG acquired from Dorian Holdings the following in exchange for 4,667,135 shares of its common stock and $9.7 million in cash:
|
|
|
(a)
|
100% interest in three ship owning entities, CNML LPG Transport LLC ("CNML"), CJNP LPG Transport LLC ("CJNP") and CMNL LPG Transport LLC ("CMNL"), which each owned a Very Large Gas Carrier ("VLGC") (the
Captain Nicholas ML
, the
Captain John NP
and the
Captain Markos NL
respectively), the related bank debt, interest rate swaps, and the inventory on board each vessel. The
Captain Nicholas ML
,
Captain John NP
and
Captain Markos NL
were previously owned by Cepheus Transport Ltd, Lyra Gas Transport Ltd and Cetus Transport Ltd., all owned by principals of Dorian Holdings until July 29, 2013 on which date they were sold to CNML, CJNP and CMNL, respectively. The sale of the vessels required approval from the bank that had provided the related financing that was assumed by the Company in connection with the transaction and resulted in a modification of the financing terms in connection with the acquisition. A further description of the loan arrangements is provided in Note 11.
|
|
|
(b)
|
100% interest in two entities, each a party to a contract for the construction of one VLGC, option rights to construct an additional 1.5 VLGCs and $2.67 million in cash.
|
|
|
•
|
DLPG issued 4,667,135 shares of its common stock to SEACOR Holdings Inc., through its subsidiary, SeaDor Holdings LLC ("SeaDor") as consideration for the following:
|
|
|
(a)
|
100% interest in a subsidiary company, SEACOR LPGI LLC, a party to a contract for the construction of one VLGC
|
|
|
(b)
|
$49.9 million in cash and
|
|
|
|
(c)
|
the assignment to DLPG of option rights to purchase 1.5 VLGC vessels.
|
|
|
Subsidiary
|
Type of
vessel (2) |
Vessel's name
|
Built
|
CBM
(1)
|
|
|
CNML LPG Transport LLC
|
VLGC
|
Captain Nicholas ML
|
2008
|
82,000
|
|
|
CJNP LPG Transport LLC
|
VLGC
|
Captain John NP
|
2007
|
82,000
|
|
|
CMNL LPG Transport LLC
|
VLGC
|
Captain Markos NL
|
2006
|
82,000
|
|
|
Grendon Tanker LLC
|
PGC
|
LPG Grendon
|
1996
|
5,000
|
|
|
Comet LPG Transport LLC
|
VLGC
|
Comet
|
2014
|
84,000
|
|
|
Corsair LPG Transport LLC
|
VLGC
|
Corsair
|
2014
|
84,000
|
|
|
Corvette LPG Transport LLC
|
VLGC
|
Corvette
|
2015
|
84,000
|
|
|
Subsidiary
|
Type of
vessel (2) |
Hull
number |
Vessel's Name
|
Estimated
vessel delivery date (4) |
CBM
(1)
|
|
|
Dorian Shanghai LPG Transport LLC
|
VLGC
|
S749
|
Cougar
|
Q2 2015
|
84,000
|
|
|
Dorian Houston LPG Transport LLC
|
VLGC
|
S750
|
Cobra
|
Q2 2015
|
84,000
|
|
|
Concorde LPG Transport LLC
|
VLGC
|
2660
|
Concorde
|
Q2 2015
|
84,000
|
|
|
Dorian Sao Paulo LPG Transport LLC
|
VLGC
|
S753
|
Continental
|
Q3 2015
|
84,000
|
|
|
Dorian Ulsan LPG Transport LLC
|
VLGC
|
S755
|
Constitution
|
Q3 2015
|
84,000
|
|
|
Dorian Amsterdam LPG Transport LLC
|
VLGC
|
S751
|
Commodore
|
Q3 2015
|
84,000
|
|
|
Constellation LPG Transport LLC
|
VLGC
|
2661
|
Constellation
|
Q3 2015
|
84,000
|
|
|
Dorian Dubai LPG Transport LLC
|
VLGC
|
2336
|
Cresques
|
Q3 2015
|
84,000
|
|
|
Dorian Monaco LPG Transport LLC
|
VLGC
|
S756
|
Cheyenne
|
Q3 2015
|
84,000
|
|
|
Dorian Barcelona LPG Transport LLC
|
VLGC
|
S752
|
Clermont
|
Q4 2015
|
84,000
|
|
|
Dorian Cape Town LPG Transport LLC
|
VLGC
|
S754
|
Chaparral
|
Q4 2015
|
84,000
|
|
|
Commander LPG Transport LLC
|
VLGC
|
2662
|
Commander
|
Q4 2015
|
84,000
|
|
|
Dorian Geneva LPG Transport LLC
|
VLGC
|
2337
|
Cratis
|
Q4 2015
|
84,000
|
|
|
Dorian Tokyo LPG Transport LLC
|
VLGC
|
2338
|
Copernicus
|
Q4 2015
|
84,000
|
|
|
Dorian Explorer LPG Transport LLC
|
VLGC
|
S757
|
Challenge
r
|
Q4 2015
|
84,000
|
|
|
Dorian Exporter LPG Transport LLC
|
VLGC
|
S758
|
Caravelle
|
Q1 2016
|
84,000
|
|
|
Management Subsidiaries
|
||
|
Subsidiary
|
Incorporation
Date |
|
|
Dorian LPG Management Corp
|
July 2, 2013
|
|
|
Dorian LPG (USA) LLC (incorporated in USA)
|
July 2, 2013
|
|
|
Dorian LPG (UK) Ltd. (incorporated in UK)
|
November 18, 2013
|
|
|
Dorian LPG Finance LLC
|
January 16, 2015
|
|
|
Dormant Subsidiaries
|
||
|
Subsidiary
|
Incorporation
Date |
|
|
SeaCor LPG I LLC
|
April 26, 2013
|
|
|
SeaCor LPG II LLC
|
April 26, 2013
|
|
|
Capricorn LPG Transport LLC
|
November 15, 2013
|
|
|
Constitution LPG Transport LLC
|
February 17, 2014
|
|
|
Occident River Trading Limited (incorporated in UK)
|
January 9, 2015
|
|
| (1) | CBM: Cubic meters, a standard measure for LPG tanker capacity |
| (2) | Very Large Gas Carrier ("VLGC"), Pressurized Gas Carrier ("PGC") |
| (3) | Represents newbuild vessels not yet delivered as of December 31, 2014 |
| (4) | Represents calendar year quarters |
|
Charterer
|
% of revenue
Year ended March 31, 2015
|
|||
|
Statoil ASA
|
27
|
%
|
||
|
Royal Dutch Shell plc
|
19
|
%
|
||
|
Itochu Corporation
|
14
|
%
|
||
|
Indian Oil Corporation Ltd.
|
12
|
%
|
||
|
Maritime Pressx Limited
|
11
|
%
|
||
|
Charterer
|
% of revenue
July 1, 2013 (inception) to March 31, 2014
|
|||
|
Statoil ASA
|
51
|
%
|
||
|
Naftomar Shipping and Trading Co. Ltd
|
13
|
%
|
||
|
Kuwait Petroleum Corporation
|
10
|
%
|
||
|
(a)
|
Principles of consolidation:
The consolidated financial statements incorporate the financial statements of the Company and its wholly
‑
owned subsidiaries. Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statements of operations from the effective date of acquisition and up to the effective date of disposal, as appropriate. All intercompany balances and transactions have been eliminated.
|
|
(b)
|
Use of estimates:
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
|
|
(c)
|
Other comprehensive income/(loss):
The Company follows the accounting guidance relating to Comprehensive Income, which requires separate presentation of certain transactions that are recorded directly as components of stockholders' equity. The Company has no other comprehensive income/(loss) and accordingly, comprehensive income/(loss) equals net income/(loss) for the periods presented and thus has not presented this in the statement of operations or in a separate statement.
|
|
(d)
|
Foreign currency translation:
The functional currency of the Company is the U.S. Dollar. Foreign currency transactions are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. As of balance sheet date, monetary assets and liabilities that are denominated in a currency other than the functional currency are adjusted to reflect the exchange rate at the balance sheet date and any gains or losses are included in the statement of operations. For the periods presented, the Company had no foreign currency derivative instruments.
|
|
(e)
|
Cash and cash equivalents:
The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.
|
|
(f)
|
Restricted cash:
Restricted cash represents pledged cash deposits or minimum liquidity to be maintained with certain banks under the Company's borrowing arrangements. In the event that the obligation relating to such deposits is expected to be terminated within the next twelve months or relates to general minimum liquidity requirements with no obligation to retain such funds in retention accounts, these deposits are classified as current assets otherwise they are classified as non
‑
current assets.
|
|
(g)
|
Trade receivables, net and accrued revenues:
Trade receivables, net and accrued revenues, reflect receivables from vessel charters, net of an allowance for doubtful accounts. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. Provision for doubtful accounts for the periods presented was zero.
|
|
(h)
|
Inventories:
Inventories consist of bunkers on board the vessels when vessels are unemployed or are operating under voyage charters and lubricants and stores on board the vessels. Inventories are stated at the lower of cost or market. Cost is determined by the first in, first out method.
|
|
(i)
|
Vessels, net:
Vessels, net are stated at cost, less accumulated depreciation. The costs of the vessels acquired as part of a business acquisition are recorded at their fair value on the date of acquisition. The cost of vessels purchased consists of the contract price, less discounts, plus any direct expenses incurred upon acquisition, including improvements, commission paid, delivery expenses and other expenditures to prepare the vessel for her initial voyage. The initial purchase of LPG coolant for the refrigeration of cargo is also capitalized. Interest costs incurred to finance the cost of vessels during their construction period are capitalized. Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels. Repairs and maintenance are expensed as incurred.
|
|
(j)
|
Impairment of long
‑
lived assets:
The Company reviews their vessels "held and used" for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When the estimate of future undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, the asset is evaluated for an impairment loss. Measurement of the impairment loss is based on the fair value of the asset.
|
|
(k)
|
Vessel depreciation:
Depreciation is computed using the straight
‑
line method over the estimated useful life of the vessels, after considering the estimated salvage value. Each vessel's salvage value is equal to the product of its lightweight tonnage and estimated scrap rate. Management estimates the useful life of its vessels to be 25 years from the date of initial delivery from the shipyard. Second hand vessels are depreciated from the date of their acquisition through their remaining estimated useful life.
|
|
(l)
|
Drydocking and special survey costs:
Drydocking and special survey costs are accounted under the deferral method whereby the actual costs incurred are deferred and are amortized on a straight
‑
line basis over the period through the date the next survey is scheduled to become due. We are required to drydock each of our vessels every five years until it reaches 15 years of age, after which we are required to drydock the applicable vessel every two and one
‑
half years. Costs deferred are limited to actual costs incurred at the yard and parts used in the drydocking or special survey. Costs deferred include expenditures incurred relating to shipyard costs, hull preparation and painting, inspection of hull structure and mechanical components, steelworks, machinery works, and electrical works. If a survey is performed prior to the scheduled date, the remaining unamortized balances are immediately written off. Unamortized balances of vessels that are sold are written
‑
off and included in the calculation of the resulting gain or loss in the period of the vessel's sale. The amortization charge is presented within Depreciation and amortization in the consolidated statement of operations.
|
|
(m)
|
Financing costs:
Financing fees incurred for obtaining new loans and credit facilities are deferred and amortized to interest expense over the respective term of the loan or credit facility using the effective interest rate method. Any unamortized balance of costs relating to loans repaid or refinanced is expensed in the period the repayment or refinancing is made, subject to the accounting guidance regarding Debt—Modifications and Extinguishments. Any unamortized balance of costs related to credit facilities repaid is expensed in the period. Any unamortized balance of costs relating to credit facilities refinanced are deferred and amortized over the term of the respective credit facility in the period the refinancing occurs, subject to the provisions of the accounting guidance relating to Debt—Modifications and Extinguishments. The unamortized financing costs are reflected in Deferred charges in the accompanying consolidated balance sheet.
|
|
(n)
|
Revenues and expenses:
Revenue is recognized when an agreement exists, the vessel is made available to the charterer or services are provided, the charter hire is determinable and collection of the related revenue is reasonably assured.
|
|
(o)
|
Repairs and maintenance:
All repair and maintenance expenses, including underwater inspection costs are expensed in the period incurred. Such costs are included in Vessel operating expenses.
|
|
(p)
|
Stock-based compensation:
Stock-based payments to employees and directors are determined based on their grant date fair values, net of expected forfeitures, and are amortized against income over the vesting period. The fair value is considered to be the closing price recorded on the grant date. We estimate restricted stock award forfeitures at the time of grant and periodically revise those estimates in subsequent periods if actual forfeitures differ from those estimates. As a result, we record stock-based compensation expense only for those awards that are expected to vest.
|
|
(q)
|
Segment reporting:
Each of the Company's vessels serve the same type of customer, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment, the international transportation of liquid petroleum gas with its fleet of vessels. Furthermore, when the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographic information is impracticable.
|
|
(r)
|
Derivative instruments:
All derivatives are stated at their fair value, as either a derivative asset or a liability. The fair value of the interest rate derivatives is based on a discounted cash flow analysis and their fair value changes are recognized in current period earnings. When the derivatives do qualify for hedge accounting, depending upon the nature of the hedge, changes in fair value of the derivatives are either recognized in current period earnings or in other comprehensive income/(loss) (effective portion) until the hedged item is recognized in the consolidated statements of operations. For the periods presented, no derivatives were accounted for as accounting hedges.
|
|
(s)
|
Fair value of financial instruments:
In accordance with the requirements of accounting guidance relating to Fair Value Measurements, the Company classifies and discloses its assets and liabilities carried at fair value in one of the following three categories:
|
|
Level 1:
|
Quoted market prices in active markets for identical assets or liabilities.
|
|
Level 2:
|
Observable market based inputs or unobservable inputs that are corroborated by market data.
|
|
Level 3:
|
Unobservable inputs that are not corroborated by market data.
|
|
(t)
|
Recent accounting pronouncements:
On May 28, 2014, the FASB issued ASU 2014-09, Revenue From Contracts With Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This standard is effective for public entities with reporting periods beginning after December 15, 2016. Early adoption is not permitted. The Company has not yet evaluated the impact, if any, of the adoption of this new standard.
On April 7, 2015, the FASB issued Accounting Standard Update 2015-03,
Simplifying the Presentation of Debt Issuance Costs
, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. For public business entities, the standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, on a retrospective basis. Early adoption is permitted. We have not early adopted this standard. The effect from the adoption of this standard would be the presentation of the debt issuance costs as a direct deduction of the related debt liability instead of as a non-current asset.
|
|
(a)
|
Dorian Holdings:
Dorian LPG Ltd. was formed by Dorian Holdings on July 1, 2013, to acquire and operate LPG tankers and initially to acquire the LPG tankers held by affiliates of Dorian Holdings. These acquisitions were accounted for as the acquisition of a business, refer Notes 1 and 4. In addition on July 29, 2013, we entered into a license agreement with Dorian Holdings pursuant to which Dorian Holdings has granted us a non
‑
transferable, non
‑
exclusive, perpetual (subject to termination for material breach or a change of control event), world
‑
wide, royalty
‑
free right and license to use the Dorian logo and "Dorian LPG" in connection with our LPG business.
|
|
(b)
|
SEACOR Holdings Inc. ("SEACOR"):
On April 29, 2013, affiliates of the Company entered into a series of agreements with subsidiaries of SEACOR under which the affiliates of the Company granted certain rights to SEACOR to purchase newbuilding contracts for VLGCs and associated options. The affiliates of the Company had the right to repurchase a portion of those contracts and the associated options. As part of these agreements, subsidiaries of SEACOR paid the first installment under the newbuilding contracts to the shipyard, which, under the terms of the agreements, could be partially acquired by Dorian affiliates for the amount of the installments paid, certain agreed third party expenses, and a capital charge of 6% per annum.
|
|
Cash
|
49,854,870
|
|||
|
Purchase contract for one VLGC newbuilding contract (includes advance payment)
|
7,009,675
|
|||
|
Purchase option contracts
|
2,529,126
|
|||
|
|
59,393,671
|
|
(c)
|
Scorpio Tankers Inc. ("Scorpio"):
On November 26, 2013, the Company issued 7,990,425 shares of its common stock to Scorpio as consideration for 100% interest in thirteen subsidiary companies, (each a party to a contract for the construction of one VLGC) and $1.9 million in cash. This transaction was accounted for as an asset acquisition.
|
|
Cash
|
1,930,000
|
|||
|
Purchase contract for thirteen VLGC newbuilding contracts (includes advance payments)
|
119,386,040
|
|||
|
|
121,316,040
|
|
(d)
|
Dorian (Hellas) S.A.:
|
|
(e)
|
Eagle Ocean Transport Inc.:
As part of the series of agreements with SEACOR, Eagle Ocean Transport, a company 100% owned by Mr. John Hadjipateras, is entitled to retain 100% of any portion of the shipbroker fee rebated to it as compensation for its services in securing the newbuilding contracts for three VLGCs and three associated option agreements. To the extent that any fees are received in respect of option vessels under such agreements, the fees shall be shared evenly between SEACOR and Eagle Ocean Transport. Collectively, Eagle Ocean Transport and SEACOR received a total of $0.8 million and $0.5 million of shipbroker rebates for their services in securing the newbuilding contracts for the year ended March 31, 2015 and period ended March 31, 2014, respectively. In addition, Eagle Ocean Transport was reimbursed for an amount of $0.3 million, representing costs incurred on behalf of the Company relating to equity issuances and debt restructuring for the period July 1, 2013 to March 31, 2014.
|
|
(f)
|
Consulting:
Since the formation of the Predecessor Companies, a member of our board of directors, who resigned effective May 1, 2015, provided certain chartering and commercial services to the Company, its subsidiaries, and the Predecessor Companies. This individual entered into a consulting agreement on May 1, 2015 that provides for, among other things, an annual fee of $250,000, payable for services rendered commencing on May 8, 2014. For the year ended March 31, 2015, we expensed $0.2 million related to this consulting agreement.
|
|
|
Acquisition
from Dorian
Holdings
|
Grendon
acquisition
|
Total
|
|||||||||
|
Cash
|
9,732,911
|
6,672,485
|
16,405,396
|
|||||||||
|
Equity instruments (4,667,135 common shares of the Company at NOK 75.00 per share)
|
59,092,499
|
—
|
59,092,499
|
|||||||||
|
Total consideration
|
68,825,410
|
6,672,485
|
75,497,895
|
|||||||||
|
Fair value of identifiable assets and liabilities acquired:
|
||||||||||||
|
Cash
|
2,672,500
|
—
|
2,672,500
|
|||||||||
|
Vessels
|
194,457,529
|
6,625,000
|
201,082,529
|
|||||||||
|
Inventories on board the vessels
|
1,407,622
|
47,485
|
1,455,107
|
|||||||||
|
Newbuilding vessels contracted for construction
|
17,593,130
|
—
|
17,593,130
|
|||||||||
|
Other assets—Vessel purchase options
|
4,605,000
|
—
|
4,605,000
|
|||||||||
|
Long term bank debt
|
(135,224,500
|
)
|
—
|
(135,224,500
|
)
|
|||||||
|
Interest rate swaps
|
(16,685,871
|
)
|
—
|
(16,685,871
|
)
|
|||||||
|
Net assets acquired—fair value
|
68,825,410
|
6,672,485
|
75,497,895
|
|||||||||
|
$ in 000's
|
For the year ended
March 31, 2014
|
|||
|
Net revenues
|
$
|
45,017
|
||
|
Net income
|
$
|
6,613
|
||
|
|
March 31, 2015
|
March 31, 2014
|
||||||
|
Bunkers
|
2,446,424
|
596,768
|
||||||
|
Lubricants
|
737,502
|
358,381
|
||||||
|
Victualing
|
132,017
|
83,840
|
||||||
|
Bonded stores
|
35,399
|
15,354
|
||||||
|
Communication cards
|
24,417
|
3,986
|
||||||
|
Total
|
3,375,759
|
1,058,329
|
||||||
|
Cost
|
Accumulated
depreciation |
Net book Value
|
||||||||||
|
Balance, July 1, 2013
|
—
|
—
|
—
|
|||||||||
|
Vessel acquisitions through business combinations (Refer Note 4)
|
201,082,529
|
—
|
201,082,529
|
|||||||||
|
Other
|
307,606
|
—
|
307,606
|
|||||||||
|
Depreciation
|
—
|
(6,555,269
|
)
|
(6,555,269
|
)
|
|||||||
|
Balance, March 31, 2014
|
201,390,135
|
(6,555,269
|
)
|
194,834,866
|
||||||||
|
Additions
|
240,415,534
|
—
|
240,415,534
|
|||||||||
|
Impairment
(1)
|
(2,625,000
|
)
|
1,193,182
|
(1,431,818
|
)
|
|||||||
|
Depreciation
|
—
|
(13,842,529
|
)
|
(13,842,529
|
)
|
|||||||
|
Balance, March 31, 2015
|
439,180,669
|
(19,204,616
|
)
|
419,976,053
|
||||||||
|
Balance, July 1, 2013
|
—
|
|||
|
Acquisition of two newbuilding contracts from Dorian Holdings
on July 29, 2013
(refer Note 4)
|
17,593,130
|
|||
|
Acquisition of one newbuilding contract from SeaDor on July 29,2013 (refer Note 3b)
|
7,009,675
|
|||
|
Acquisition of thirteen newbuilding contracts from Scorpio on November 26, 2013 (refer Note 3c)
|
119,386,040
|
|||
|
Acquisition cost of vessel purchase options from Dorian Holdings and SeaDor exercised on February 21, 2014 (refer Notes 3b and 4)
|
7,134,126
|
|||
|
Installment payments to shipyards
|
169,271,536
|
|||
|
Other capitalized expenditures
|
1,839,689
|
|||
|
Capitalized interest
|
972,010
|
|||
|
Balance, March 31, 2014
|
323,206,206
|
|||
|
Installment payments to shipyards
|
300,866,261
|
|||
|
Other capitalized expenditures
|
11,016,951
|
|||
|
Capitalized interest
|
3,501,620
|
|||
|
Vessels delivered (transferred to Vessels)
|
(240,415,534
|
)
|
||
|
Balance, March 31, 2015
|
398,175,504
|
|
|
Financing
costs
|
Drydocking
costs
|
Equity
offering costs
|
Total deferred charges, net
|
||||||||||||
|
On inception , July 1, 2013
|
—
|
—
|
—
|
—
|
||||||||||||
|
Additions
|
1,516,847
|
600,394
|
1,304,343
|
3,421,584
|
||||||||||||
|
Amortization
|
(800,807
|
)
|
(65,103
|
)
|
—
|
(865,910
|
)
|
|||||||||
|
Balance, March 31, 2014
|
716,040
|
535,291
|
1,304,343
|
2,555,674
|
||||||||||||
|
Additions
|
13,411,075
|
323,623
|
760,680
|
14,495,378
|
||||||||||||
|
Amortization
|
(830,899
|
)
|
(189,209
|
)
|
—
|
(1,020,108
|
)
|
|||||||||
|
Transferred to APIC
|
—
|
—
|
(2,065,023
|
)
|
(2,065,023
|
)
|
||||||||||
|
Balance, March 31, 2015
|
13,296,216
|
669,705
|
—
|
13,965,921
|
||||||||||||
|
March 31, 2015
|
March 31, 2014
|
|||||||
|
Accrued loan and swap interest
|
1,619,897
|
1,439,237
|
||||||
|
Accrued voyage and vessel operating expenses
|
1,406,023
|
87,029
|
||||||
|
Accrued professional services
|
1,282,639
|
173,708
|
||||||
|
Accrued financing costs
|
705,000
|
—
|
||||||
|
Accrued employee-related costs
|
546,095
|
—
|
||||||
|
Accrued IPO charges
|
—
|
469,707
|
||||||
|
Other
|
88,048
|
26,705
|
||||||
|
Total
|
5,647,702
|
2,196,386
|
||||||
|
|
Term |
Interest Rate Description
(1)
|
Interest Rate at March 31, 2015
(2)
|
||||
|
Tranche 1
|
Commercial Financing
|
7 years
|
London InterBank Offered Rate ("LIBOR") plus a margin
(4)
|
3.02
|
%
|
||
|
Tranche 2
|
KEXIM Direct Financing
|
12 years
(3)
|
LIBOR plus a margin of 2.45%
|
2.72
|
%
|
||
|
Tranche 3
|
KEXIM Guaranteed
|
12 years
(3)
|
LIBOR plus a margin of 1.40%
|
1.67
|
%
|
||
|
Tranche 4
|
K-sure Insured
|
12 years
(3)
|
LIBOR plus a margin of 1.50%
|
1.77
|
%
|
||
|
(1)
|
The interest rate of the 2015 Debt Facility on Tranche 1 is determined in accordance with the agreement as three or six month LIBOR plus the applicable margin and the interest rate on Tranches 2, 3 and 4 is determined in accordance with the agreement as three month LIBOR plus the applicable margin for the respective tranches.
|
|
(2)
|
The set LIBOR rate in effect as of March 31, 2015 was 0.27%.
|
|
(3)
|
The KEXIM Direct Financing, KEXIM Guaranteed, and K-Sure tranches have put options to call for the prepayment on the final payment date of the Commercial Financing tranche subject to specific notifications and commitments for refinancing/renewal of the Commercial Financing tranche.
|
|
(4)
|
The Commercial Financing tranche margin over LIBOR is 2.75% and is reduced to 2.50% if 50% or more but less than 75% of the vessels financed in the 2015 Debt Facility are employed under time charters as defined in the agreement and to 2.25% if 75% or more of the vessels financed in the 2015 Debt Facility are employed under time charters as defined in the agreement. As of March 31, 2015, the set margin was 2.50%.
|
|
RBS secured bank debt
|
March 31, 2015
|
March 31, 2014
|
||||||
|
Tranche A
|
40,800,000
|
44,200,000
|
||||||
|
Tranche B
|
30,684,000
|
33,241,000
|
||||||
|
Tranche C
|
47,622,500
|
51,277,500
|
||||||
|
Total
|
119,106,500
|
128,718,500
|
||||||
|
2015 Debt Facility
|
||||||||
|
Commercial Financing
|
26,695,381
|
—
|
||||||
|
KEXIM Direct Financing
|
21,890,212
|
—
|
||||||
|
KEXIM Guaranteed
|
21,655,293
|
—
|
||||||
|
K-sure Insured
|
10,996,041
|
—
|
||||||
|
Total
|
81,236,927
|
—
|
||||||
|
Total debt obligations
|
200,343,427
|
128,718,500
|
||||||
|
Presented as follows:
|
||||||||
|
Current portion of long
‑
term debt
|
15,677,553
|
9,612,000
|
||||||
|
Long
‑
term debt—net of current portion
|
184,665,874
|
119,106,500
|
||||||
|
Total
|
200,343,427
|
128,718,500
|
||||||
|
Year ending March 31:
|
|
|||
|
2016
|
15,677,553
|
|||
|
2017
|
15,677,553
|
|||
|
2018
|
15,677,553
|
|||
|
2019
|
63,333,553
|
|||
|
2020
|
9,720,553
|
|||
|
Thereafter
|
80,256,662
|
|||
|
Total
|
200,343,427
|
|||
|
·
|
9,310,054 common shares on completion of its NPP, at NOK75.00 per share, equivalent to USD12.66 per share based on the exchange rate on July 29, 2013
|
|
|
·
|
4,667,135 common shares to Dorian Holdings (refer Note 4)
|
|
|
·
|
4,667,135 common shares to SeaDor Holdings LLC (refer Note 3)
|
|
·
|
16,081,081 common shares on completion of a second Private Placement in Norway ("NPP2"), at NOK92.50 per share, equivalent to USD15.16 per share based on the exchange rate on November 26, 2013
|
|
|
·
|
7,990,425 common shares to Scorpio Tankers Inc. (refer Note 3)
|
|
|
·
|
5,649,200 common shares on completion of a third Private Placement in Norway ("NPP3"), at NOK110.00 per share, equivalent to USD17.92 per share based on the exchange rate on February 12, 2014
|
|
|
Restricted Share Awards
|
Number of Shares
|
Weighted-Average
Grant-Date Fair Value |
||||||
|
Unvested as of March 31, 2014
|
—
|
$
|
—
|
|||||
|
Granted
|
929,000
|
19.70
|
||||||
|
Unvested as of March 31, 2015
|
929,000
|
$
|
19.70
|
|||||
|
Year ended
March 31, 2015
|
July 1, 2013 (inception) to March 31, 2014
|
|||||||
|
Voyage charter revenues
|
$
|
77,331,934
|
$
|
11,210,785
|
||||
|
Time charter revenues
|
26,098,290
|
17,602,137
|
||||||
|
Other revenues
|
698,925
|
820,778
|
||||||
|
Total
|
$
|
104,129,149
|
$
|
29,633,700
|
||||
|
Year ended
March 31, 2015
|
July 1, 2013 (inception) to March 31, 2014
|
|||||||
|
Bunkers
|
$
|
15,678,905
|
$
|
5,271,126
|
||||
|
Port charges and other related expenses
|
3,603,707
|
552,634
|
||||||
|
Brokers' commissions
|
1,703,589
|
386,244
|
||||||
|
Security cost
|
709,035
|
298,820
|
||||||
|
War risk insurances
|
146,320
|
37,001
|
||||||
|
Other voyage expenses
|
240,300
|
125,146
|
||||||
|
Total
|
$
|
22,081,856
|
$
|
6,670,971
|
||||
|
Year ended
March 31, 2015
|
July 1, 2013 (inception) to March 31, 2014
|
|||||||
|
Crew wages and related costs
|
$
|
14,529,018
|
$
|
5,306,441
|
||||
|
Spares and stores
|
2,666,100
|
1,395,287
|
||||||
|
Insurance
|
1,343,071
|
566,021
|
||||||
|
Repairs and maintenance costs
|
1,315,028
|
502,424
|
||||||
|
Lubricants
|
964,951
|
480,279
|
||||||
|
Miscellaneous expenses
|
437,997
|
144,507
|
||||||
|
Total
|
$
|
21,256,165
|
$
|
8,394,959
|
||||
|
Year ended
March 31, 2015
|
July 1, 2013 (inception) to March 31, 2014
|
|||||||
|
Interest incurred
|
$
|
2,657,943
|
$
|
1,666,159
|
||||
|
Amortization of financing costs
|
830,899
|
800,806
|
||||||
|
Other financing costs
|
301,868
|
84,251
|
||||||
|
Capitalized interest
|
(3,501,620
|
)
|
(972,010
|
)
|
||||
|
Total
|
$
|
289,090
|
$
|
1,579,206
|
||||
|
March 31, 2015
|
||||
|
Less than one year
|
$
|
376,620
|
||
|
One to three years
|
607,020
|
|||
|
Three to five years
|
140,370
|
|||
|
Total
|
$
|
1,124,010
|
||
|
Subsidiary
|
Termination Date
|
Fixed
interest rate
|
Nominal value
March 31,
2015
|
||||||
|
CMNL(1)
|
Nov 2018
|
5.395
|
%
|
20,456,000
|
|||||
|
CMNL(1)
|
Nov 2018
|
4.936
|
%
|
10,228,000
|
|||||
|
CJNP(2)
|
March 2019
|
4.772
|
%
|
30,523,500
|
|||||
|
CJNP(2)
|
March 2019
|
2.960
|
%
|
10,276,500
|
|||||
|
CNML(3)
|
July 2020
|
4.350
|
%
|
46,440,000
|
|||||
|
|
|
117,924,000
|
|||||||
|
|
(1)
|
reduces semi
‑
annually by $1,278,500 with a final settlement of $21,734,500 due in November 2018.
|
|
|
(2)
|
reduces semi
‑
annually by $1,700,000 with a final settlement of $28,900,000 due in March 2019.
|
|
|
(3)
|
RBS exercised its right to extend the interest rate swap until July 2020 and based on the extension reduces semi-annually by $1,720,000 with a final settlement of $27,520,000 due in July 2020.
|
|
March 31, 2015
|
March 31, 2014
|
||||||||||||||||
|
Derivatives not designated as hedging instruments
|
Balance sheet location
|
Asset
derivatives |
Liability
derivatives |
Asset
derivatives |
Liability
derivatives |
||||||||||||
|
Interest rate swap agreements
|
Long-term liabilities—Derivative instruments
|
—
|
12,730,462
|
—
|
14,062,416
|
||||||||||||
|
Derivatives not designated as hedging instruments
|
Location of gain/(loss) recognized
|
Year ended
March 31, 2015 |
July 1, 2013 (inception) to March 31, 2014
|
||||||
|
Interest Rate Swap—Change in fair value
|
Gain/(loss) on derivatives, net
|
$
|
1,331,954
|
$
|
2,623,456
|
||||
|
Interest Rate Swap—Realized loss
|
Gain/(loss) on derivatives, net
|
(5,291,157
|
)
|
(3,727,457
|
)
|
||||
|
Loss on derivatives—net
|
$
|
(3,959,203
|
)
|
$
|
(1,104,001
|
)
|
|||
|
(In U.S. dollars except share data)
|
Year ended
March 31, 2015
|
July 1, 2013 (inception) to March 31, 2014
|
||||||
|
Numerator:
|
||||||||
|
Net income
|
$
|
25,260,782
|
$
|
2,833,843
|
||||
|
Denominator:
|
||||||||
|
Weighted average number of common shares outstanding, basic and diluted
|
56,183,707
|
32,075,897
|
||||||
|
EPS:
|
||||||||
|
Basic and diluted
|
$
|
0.45
|
$
|
0.09
|
||||
|
Three months ended
June 30, 2014
|
Three months ended
September 30, 2014
|
Three months ended
December 31, 2014
|
Three months ended
March 31, 2015
|
|||||||||||||
|
|
||||||||||||||||
|
Revenues
|
$
|
15,853,840
|
$
|
20,358,211
|
$
|
32,583,990
|
$
|
35,333,108
|
||||||||
|
Operating income
|
5,200,271
|
3,476,450
|
10,825,590
|
10,493,169
|
||||||||||||
|
Net income
|
$
|
3,667,249
|
$
|
3,768,677
|
$
|
8,996,605
|
$
|
8,828,251
|
||||||||
|
Earnings per common share, basic and diluted
|
$
|
0.07
|
$
|
0.07
|
$
|
0.16
|
$
|
0.15
|
||||||||
|
July 1, 2013 (inception) to September 30, 2013
|
Three months ended
December 31, 2013
|
Three months ended
March 31, 2014
|
||||||||||
|
Revenues
|
$
|
6,055,682
|
$
|
13,707,591
|
$
|
9,870,427
|
||||||
|
Operating income/(loss)
|
(509,733
|
)
|
3,908,734
|
992,366
|
||||||||
|
Net (loss)/income
|
$
|
(1,425,761
|
)
|
$
|
5,570,247
|
$
|
(1,310,643
|
)
|
||||
|
Earnings/(loss) per common share, basic and diluted
|
$
|
(0.08
|
)
|
$
|
0.20
|
$
|
(0.03
|
)
|
||||
|
|
April 1, 2013 to
|
Year ended
|
||||||
|
|
July 28, 2013
|
March 31, 2013
|
||||||
|
Revenues
|
15,383,116
|
38,661,846
|
||||||
|
Expenses
|
||||||||
|
Voyage expenses
|
3,623,872
|
8,751,257
|
||||||
|
Voyage expenses—related party
|
198,360
|
505,926
|
||||||
|
Vessel operating expenses
|
4,638,725
|
12,038,926
|
||||||
|
Management fees—related party
|
601,202
|
1,824,000
|
||||||
|
Depreciation and amortization
|
3,955,309
|
12,024,829
|
||||||
|
General and administrative expenses
|
28,204
|
157,039
|
||||||
|
Total expenses
|
13,045,672
|
35,301,977
|
||||||
|
Operating income
|
2,337,444
|
3,359,869
|
||||||
|
Other income/(expenses)
|
||||||||
|
Interest and finance costs
|
(762,815
|
)
|
(2,568,985
|
)
|
||||
|
Interest income
|
98
|
598
|
||||||
|
Gain/(loss) on derivatives, net
|
2,830,205
|
(5,588,479
|
)
|
|||||
|
Foreign currency loss, net
|
(5
|
)
|
(53,700
|
)
|
||||
|
Total other income/(loss), net
|
2,067,483
|
(8,210,566
|
)
|
|||||
|
Net income/(loss)
|
4,404,927
|
(4,850,697
|
)
|
|||||
|
|
Owners'
capital
|
Accumulated
deficit
|
Total
|
|||||||||
|
Balance, April 1, 2012
|
73,880,910
|
(56,272,423
|
)
|
17,608,487
|
||||||||
|
Net loss for the year
|
—
|
(4,850,697
|
)
|
(4,850,697
|
)
|
|||||||
|
Balance, March 31, 2013
|
73,880,910
|
(61,123,120
|
)
|
12,757,790
|
||||||||
|
Net income for the period
|
—
|
4,404,927
|
4,404,927
|
|||||||||
|
Balance, July 28, 2013
|
73,880,910
|
(56,718,193
|
)
|
17,162,717
|
||||||||
|
|
April 1, 2013 to
|
Year ended
|
||||||
|
|
July 28, 2013
|
March 31, 2013
|
||||||
|
Cash flows from operating activities:
|
|
|
||||||
|
Net income/(loss)
|
4,404,927
|
(4,850,697
|
)
|
|||||
|
Adjustments to reconcile net income/
(loss) to net cash provided by operating activities:
|
||||||||
|
Depreciation and amortization
|
3,955,309
|
12,024,829
|
||||||
|
Amortization of financing costs
|
15,437
|
48,307
|
||||||
|
Unrealized gain/(loss) on derivatives
|
(4,684,006
|
)
|
13,681
|
|||||
|
Changes in assets and liabilities:
|
||||||||
|
Trade receivables
|
(3,431,789
|
)
|
(735,261
|
)
|
||||
|
Prepaid expenses and other receivables
|
8,646
|
487,966
|
)
|
|||||
|
Due from related parties
|
853,214
|
(2,198,820
|
||||||
|
Inventories
|
415,631
|
(660,068
|
)
|
|||||
|
Trade accounts payable
|
759,262
|
153,322
|
||||||
|
Accrued expenses and other liabilities
|
(336,312
|
)
|
(384,265
|
)
|
||||
|
Due to related parties
|
2,710,151
|
4,755,938
|
||||||
|
Payment for drydocking costs
|
—
|
(399,149
|
)
|
|||||
|
Net cash from operating activities
|
4,670,470
|
8,255,783
|
||||||
|
Cash flows from investing activities:
|
||||||||
|
Payments for vessel improvements
|
(90,492
|
)
|
(469,929
|
)
|
||||
|
Net cash used in investing activities
|
(90,492
|
)
|
(469,929
|
)
|
||||
|
Cash flows from financing activities:
|
||||||||
|
Repayment of long
‑
term debt
|
(5,606,000
|
)
|
(8,784,500
|
)
|
||||
|
Net cash used in financing activities
|
(5,606,000
|
)
|
(8,784,500
|
)
|
||||
|
Net (decrease)/increase in cash and cash equivalents
|
(1,026,022
|
)
|
(998,646
|
)
|
||||
|
Cash and cash equivalents at the beginning of the period
|
1,041,644
|
2,040,290
|
||||||
|
Cash and cash equivalents at the end of the period
|
15,622
|
1,041,644
|
||||||
|
Supplemental disclosure of cash flow information
|
||||||||
|
Cash paid during the period for interest
|
1,002,958
|
2,472,386
|
||||||
|
1.
|
Basis of Presentation and General Information
|
|
Vessel owning Company
|
Date of
incorporation
|
Type of
vessel
(3)
|
Vessel's name
|
Built
|
CBM
(2)
|
|
|
|
Cepheus Transport Ltd. (Cepheus)
(1)
|
March 17, 2004
|
VLGC
|
Captain Nicholas ML
|
2008
|
82,000
|
||
|
Lyra Gas Transport Ltd (Lyra)
(1)
|
January 30, 2005
|
VLGC
|
Captain John NP
|
2007
|
82,000
|
||
|
Cetus Transport Ltd. (Cetus)
(1)
|
January 27, 2004
|
VLGC
|
Captain Markos NL
|
2006
|
82,000
|
||
|
Orion Tankers Limited (Orion)
(1)
|
October 26, 2005
|
PGC
|
Grendon
|
1996
|
5,000
|
||
|
(1)
|
Incorporated in Republic of Liberia.
|
|
|
(2)
|
CBM: Cubic meters, a standard measure for LPG tanker capacity.
|
|
|
(3)
|
Very Large Gas Carrier ("VLGC"), Pressurized Gas Carrier ("PGC")
|
|
|
|
% of total revenues
|
|||||||
|
Charterer
|
April 1, 2013
to July 28, 2013
|
Year ended March 31, 2013
|
||||||
|
Statoil Hydro ASA
|
49
|
53
|
||||||
|
Petredec Ltd.
|
18
|
19
|
||||||
|
E1Corp.
|
19
|
17
|
||||||
|
Astomos Energy Corporation
|
12
|
—
|
||||||
| 2. | Significant Accounting Policies |
|
(a)
|
Principles of combination:
The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include the accounts and operating results of the legal entities comprising the Owning Companies as discussed in Note 1, which were all under common management. The combined statements represent an aggregation of the U.S. GAAP financial information of the entities comprising the Owning Companies. All intercompany balances and transactions have been eliminated upon combination.
|
|
(b)
|
Use of estimates:
The preparation of the Predecessor combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
|
|
(c)
|
Other comprehensive income/(loss):
The Company follows the accounting guidance relating to
Comprehensive Income
, which requires separate presentation of certain transactions that are recorded directly as components of stockholders' equity. The Company has no other comprehensive income/(loss) and accordingly, comprehensive income/(loss) equals net income/(loss) for the periods presented.
|
|
(d)
|
Foreign currency translation:
The functional currency of the Company is the U.S. Dollar. Each foreign currency transaction is measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. As of the balance sheet date, monetary assets and liabilities that are denominated in a currency other than the functional currency are adjusted to reflect the exchange rate at the balance sheet date and any gains or losses are included in the combined statement of operations.
|
|
(e)
|
Cash and cash equivalents:
The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.
|
|
(f)
|
Trade receivables (net):
Trade receivables (net), reflect receivables from vessel charters, net of an allowance for doubtful accounts. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. No allowance for doubtful accounts was recorded for the periods presented.
|
|
(g)
|
Inventories:
Inventories consist of bunkers on board the vessels when vessels are unemployed or are operating under voyage charters and lubricants and stores on board the vessels. Inventories are stated at the lower of cost or market. Cost is determined by the first in, first out method.
|
|
(h)
|
Vessels:
Vessels are stated at cost, less accumulated depreciation. The cost of the vessels consists of the contract price, less discounts, plus any direct expenses incurred upon acquisition, including improvements, commission paid, delivery expenses and other expenditures to prepare the vessel for her initial voyage. The cost of vessels constructed includes financing costs incurred during the construction period. Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels. Repairs and maintenance are expensed as incurred.
|
|
(i)
|
Impairment of long
‑
lived assets:
The Company reviews their vessels "held and used" for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When the estimate of future undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, the asset is evaluated for an impairment loss. Measurement of the impairment loss is based on the fair value of the asset. In this respect, management regularly reviews the carrying amount of the vessels in connection with the estimated recoverable amount for each of the Company's vessels.
|
|
(j)
|
Vessel depreciation:
Depreciation is computed using the straight
‑
line method over the estimated useful life of the vessels, after considering the estimated salvage value. Each vessel's salvage value is equal to the product of its lightweight tonnage and estimated scrap rate, which is estimated to be $ 400 per lightweight ton. Management of the Owning Companies estimates the useful life of its vessels to be 20 years from the date of initial delivery from the shipyard for VLGC's and 25 years for PGC vessels. Secondhand vessels are depreciated from the date of their acquisition through their remaining estimated useful life.
|
|
|
(k)
|
Drydocking and special survey costs:
Drydocking and special survey costs are accounted under deferral method whereby actual costs incurred are deferred and are amortized on a straight
‑
line basis over the period through the date the next survey is scheduled to become due. We are required to drydock a vessel once every five years until it reaches 15 years of age, after which we are required to drydock the applicable vessel every two and one
‑
half years. Costs deferred are limited to actual costs incurred at the yard and parts used in the drydocking or special survey. Costs deferred include expenditures incurred relating to shipyard costs, hull preparation and painting, inspection of hull structure and mechanical components, steelworks, machinery works, and electrical works. If a survey is performed prior to the scheduled date, the remaining unamortized balances are immediately written off. Unamortized balances of vessels that are sold are written
‑
off and included in the calculation of the resulting gain or loss in the period of the vessel's sale. The amortization charge is presented within "Depreciation and amortization" in the combined statements of operations.
|
|
|
|
|
|
|
(l)
|
Financing costs:
Financing fees incurred for obtaining new loans and credit facilities are deferred and amortized to interest expense over the respective loan or credit facility using the effective interest rate method. Any unamortized balance of costs relating to loans repaid or refinanced is expensed in the period the repayment or refinancing is made, subject to the accounting guidance regarding debt extinguishment. Any unamortized balance of costs related to credit facilities repaid is expensed in the period. Any unamortized balance of costs relating to credit facilities refinanced are deferred and amortized over the term of the respective credit facility in the period the refinancing occurs, subject to the provisions of the accounting guidance relating to debt extinguishment. The unamortized financing costs are reflected in Deferred Charges in the accompanying combined balance sheets.
|
|
|
(m)
|
Revenue and expenses:
Revenue is recognized when an agreement exists, the vessel is made available to the charterer or services are provided, the charter hire is determinable and collection of the related revenue is reasonably assured.
|
|
|
(n)
|
Repairs and maintenance:
All repair and maintenance expenses, including underwater inspection costs are expensed in the period incurred. Such costs are included in Vessel operating expenses.
|
|
|
(o)
|
Segment reporting:
Each of the Owning Company's vessels serve the same type of customer, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment, the international transportation of liquid petroleum gas with its fleet of vessels. Furthermore, when the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographic information is impracticable.
|
|
|
(p)
|
Derivative Instruments:
The Company enters into interest rate swap agreements to manage its exposure to fluctuations of interest rate risk associated with its borrowings. All derivatives are recognized in the combined financial statements at their fair value, as either a derivative asset or a liability. The fair value of the interest rate derivatives is based on a discounted cash flow analysis. When such derivatives do not qualify for hedge accounting, the Company recognizes their fair value changes in current period earnings.
|
|
|
(q)
|
Fair value of financial instruments:
|
|
|
Level 1:
|
Quoted market prices in active markets for identical assets or liabilities
|
|
Level 2:
|
Observable market based inputs or unobservable inputs that are corroborated by market data
|
|
Level 3:
|
Unobservable inputs that are not corroborated by market data.
|
|
(r)
|
Recent accounting pronouncements:
There are no recent accounting pronouncements the adoption of which would have a material effect on the Company's combined financial statements in the current period or expected to have an impact on future periods.
|
| 3. | Transactions with Related Parties |
|
|
April 1, 2013
to July 28, 2013
|
Year ended March 31, 2013
|
||||||
|
(i) Charter hire commissions , included in Voyage expenses—related party
|
198,360
|
505,926
|
||||||
|
(ii) Management fees
|
601,202
|
1,824,000
|
||||||
|
|
Vessel cost
|
Accumulated
depreciation
|
Net book
value
|
|||||||||
|
Balance, April 1, 2012
|
252,023,353
|
(53,743,681
|
)
|
198,279,672
|
||||||||
|
Vessel improvements
|
469,929
|
—
|
469,929
|
|||||||||
|
Depreciation
|
—
|
(11,671,879
|
)
|
(11,671,879
|
)
|
|||||||
|
Balance, March 31, 2013
|
252,493,282
|
(65,415,560
|
)
|
187,077,722
|
||||||||
|
Vessel improvements
|
90,492
|
—
|
90,492
|
|||||||||
|
Depreciation
|
—
|
(3,839,271
|
)
|
(3,839,271
|
)
|
|||||||
|
Balance, July 28, 2013
|
252,583,774
|
(69,254,831
|
)
|
183,328,943
|
||||||||
| 5. | Deferred Charges, Net |
|
|
Financing
costs
|
Drydocking
costs
|
Total
|
|||||||||
|
April 1, 2012
|
310,662
|
1,302,458
|
1,613,120
|
|||||||||
|
Amortization
|
(48,307
|
)
|
(352,950
|
)
|
(401,257
|
)
|
||||||
|
March 31, 2013
|
262,355
|
949,508
|
1,211,863
|
|||||||||
|
Amortization
|
(15,437
|
)
|
(116,038
|
)
|
(131,475
|
)
|
||||||
|
July 28, 2013
|
246,918
|
833,470
|
1,080,388
|
|||||||||
| 6. | Owners' Capital |
|
Ship
‑
owning entity
|
|
Date of incorporation
|
|
Cetus Transport Ltd.
|
March 17, 2004
|
|
|
Lyra Gas Transport Ltd.
|
January 30, 2005
|
|
|
Cepheus Transport Ltd.
|
January 27, 2004
|
|
|
Orion Tankers Limited
|
October 26,2005
|
|
| 7. | Revenues |
|
|
April 1, 2013
to July 28, 2013
|
Year ended March 31, 2013
|
||||||
|
Time charter revenue
|
8,850,543
|
24,143,606
|
||||||
|
Voyage charter revenue
|
6,236,525
|
13,581,561
|
||||||
|
Other income
|
296,048
|
936,679
|
||||||
|
Total
|
15,383,116
|
38,661,846
|
||||||
| 8. | Voyage Expenses |
|
|
April 1, 2013
to July 28, 2013
|
Year ended March 31, 2013
|
||||||
|
Brokers commission
|
396,720
|
1,025,761
|
||||||
|
Bunkers
|
2,755,445
|
6,678,660
|
||||||
|
Port charges and other related expenses
|
391,091
|
746,574
|
||||||
|
Security cost
|
206,940
|
582,112
|
||||||
|
War risk insurances
|
26,673
|
111,626
|
||||||
|
Other voyage expenses
|
45,363
|
112,450
|
||||||
|
Total voyage expenses
|
3,822,232
|
9,257,183
|
||||||
|
|
April 1, 2013
to July 28, 2013
|
Year ended March 31, 2013
|
||||||
|
Crew wages and related costs
|
2,519,315
|
7,932,836
|
||||||
|
Spares and stores
|
1,284,161
|
1,502,111
|
||||||
|
Lubricants
|
176,502
|
686,375
|
||||||
|
Insurance
|
298,249
|
942,847
|
||||||
|
Repairs and maintenance costs
|
279,921
|
848,576
|
||||||
|
Miscellaneous expenses
|
80,577
|
126,181
|
||||||
|
Total
|
4,638,725
|
12,038,926
|
||||||
| 10. | Interest and Finance Cost |
| 11. | Income Taxes |
| 12. | Commitments and Contingencies |
| 13. | Derivative Instruments |
|
Derivatives not designated as hedging instruments
|
Location of gain/(loss) recognized
|
April 1, 2013
to July 28, 2013 (Unaudited)
|
Year ended
March 31, 2013
|
||||||
|
Interest Rate Swap—Change in fair value
|
Gain/(loss) on derivatives, net
|
$
|
4,684,007
|
$
|
(13,680
|
)
|
|||
|
Interest Rate Swap—Realized loss
|
Gain/(loss) on derivatives, net
|
(1,853,802
|
)
|
(5,574,799
|
)
|
||||
|
Loss on derivatives—net
|
$
|
2,830,205
|
$
|
(5,588,479
|
)
|
||||
| 14. | Financial Instruments |
|
(a)
|
Interest rate risk:
The Company's long
‑
term bank loans are based on LIBOR and hence the Company is exposed to movements in LIBOR. The Company entered into interest rate swap agreements, discussed in Note 13 , in order to hedge its variable interest rate exposure.
|
|
(b)
|
Concentration of credit risk:
Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of trade accounts receivable, amounts due from related parties, cash and cash equivalents. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers' financial condition and generally does not require collateral for its trade accounts receivable. The Company places its cash and cash equivalents, with high credit quality financial institutions.
|
|
(c)
|
Fair value:
The carrying values of trade accounts receivable, amounts due from related parties, cash and cash equivalents, accounts payable, amounts due to related parties and accrued liabilities are reasonable estimates of their fair value due to the short
‑
term nature of these financial instruments. The fair value of long
‑
term bank loans approximate the recorded value, due to their variable interest rate, being the LIBOR. LIBOR rates are observable at commonly quoted intervals for the full terms of the loans and hence long
‑
term bank loans are considered Level 2 items in accordance with the fair value hierarchy.
|
| 15. | Subsequent Events |
|
·
|
Cepheus, Lyra and Cetus sold the
Captain Nicholas ML
, the
Captain John NP
and the
Captain Markos NL
to CMNL LPG Transport LLC, CJNP LPG Transport LLC and CNML LPG Transport LLC (being newly created entities of the same shareholders), respectively, which also assumed the related outstanding bank debt and interest rate swaps related to each vessel.
|
|
|
·
|
100% interest in CMNL LPG Transport LLC, CJNP LPG Transport LLC and CNML LPG Transport LLC was contributed to Dorian LPG Ltd. in exchange for equity in Dorian LPG Ltd.
|
|
|
·
|
The Grendon was sold to Grendon Tanker LLC, a wholly-owned subsidiary of Dorian LPG Ltd.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|