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)
|
Large accelerated filer ☐
|
Accelerated filer ☒
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
• | future operating or financial results; |
• | our limited operating history; |
• | pending or recent acquisitions, business strategy and expected capital spending or operating expenses; |
• | worldwide production of oil and natural gas, including production from U.S. shale fields; |
• | completion of infrastructure projects to support marine transportation of liquefied petroleum gas, or LPG, including export terminals and pipelines; |
• | competition in the marine transportation industry; |
• | oversupply of LPG vessels comparable to ours; |
• | supply and demand for LPG, which is affected by the production levels and price of oil, refined petroleum products and natural gas; |
• | 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; |
• | any non compliance with the U.S. Foreign Corrupt Practices Act of 1977 ("the FCPA"), the U.K. Bribery Act 2010, or other applicable regulations relating to bribery; |
• | 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. |
PART I.
|
FINANCIAL INFORMATION
|
||||
ITEM 1.
|
FINANCIAL STATEMENTS
|
||||
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2015 and March 31, 2015
|
1
|
||||
Unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2015 and June 30, 2014
|
2
|
||||
Unaudited Condensed Consolidated Statements of Shareholders' Equity for the three months ended June 30, 2015 and June 30, 2014
|
3
|
||||
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2015 and June 30, 2014
|
4
|
||||
Notes to Unaudited Condensed Consolidated Financial Statements
|
5
|
||||
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
13
|
|||
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
21
|
|||
ITEM 4.
|
CONTROLS AND PROCEDURES
|
21
|
|||
PART II.
|
OTHER INFORMATION
|
||||
ITEM 1.
|
LEGAL PROCEEDINGS
|
22
|
|||
ITEM 1A.
|
RISK FACTORS
|
22
|
|||
ITEM 6.
|
EXHIBITS
|
22
|
|||
SIGNATURES
|
23
|
||||
EXHIBIT INDEX
|
24
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
As of
June 30, 2015
|
As of
March 31, 2015
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
134,715,783
|
204,821,183
|
||||||
Trade receivables, net and accrued revenues
|
7,295,144
|
22,847,224
|
||||||
Prepaid expenses and other receivables
|
1,826,853
|
1,780,548
|
||||||
Due from related parties
|
20,277,717
|
386,743
|
||||||
Inventories
|
2,370,668
|
3,375,759
|
||||||
Total current assets
|
166,486,165
|
233,211,457
|
||||||
Fixed assets
|
||||||||
Vessels, net
|
656,434,852
|
419,976,053
|
||||||
Vessels under construction
|
363,780,196
|
398,175,504
|
||||||
Other fixed assets, net
|
513,615
|
464,889
|
||||||
Total fixed assets
|
1,020,728,663
|
818,616,446
|
||||||
Other non‑current assets
|
||||||||
Other non-current assets
|
97,451
|
97,446
|
||||||
Deferred charges, net
|
17,001,656
|
13,965,921
|
||||||
Restricted cash
|
36,512,789
|
33,210,000
|
||||||
Total assets
|
1,240,826,724
|
1,099,101,270
|
||||||
Liabilities and shareholders' equity
|
||||||||
Current liabilities
|
||||||||
Trade accounts payable
|
7,787,237
|
5,224,349
|
||||||
Accrued expenses
|
6,961,617
|
5,647,702
|
||||||
Due to related parties
|
618,908
|
525,170
|
||||||
Deferred income
|
1,122,239
|
1,122,239
|
||||||
Current portion of long‑term debt
|
25,325,629
|
15,677,553
|
||||||
Total current liabilities
|
41,815,630
|
28,197,013
|
||||||
Long‑term liabilities
|
||||||||
Long‑term debt—net of current portion
|
299,577,256
|
184,665,874
|
||||||
Derivative instruments
|
11,343,576
|
12,730,462
|
||||||
Other long-term liabilities
|
326,581
|
293,662
|
||||||
Total long‑term liabilities
|
311,247,413
|
197,689,998
|
||||||
Total liabilities
|
353,063,043
|
225,887,011
|
||||||
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 shares issued and outstanding as of June 30, 2015 and March 31, 2015
|
580,575
|
580,575
|
||||||
Additional paid‑in‑capital
|
845,435,598
|
844,539,059
|
||||||
Retained earnings
|
41,747,508
|
28,094,625
|
||||||
Total shareholders' equity
|
887,763,681
|
873,214,259
|
||||||
Total liabilities and shareholders' equity
|
1,240,826,724
|
1,099,101,270
|
Three months ended
June 30, 2015
|
Three months ended
June 30, 2014
|
|||||||
Revenues
|
||||||||
Voyage charter revenues
|
$
|
14,864,184
|
$
|
8,189,289
|
||||
Time charter revenues
|
5,372,203
|
7,374,365
|
||||||
Other revenues
|
95,514
|
290,186
|
||||||
Total revenues
|
20,331,901
|
15,853,840
|
||||||
Net pool income
|
15,310,559
|
—
|
||||||
Expenses
|
||||||||
Voyage expenses
|
3,523,073
|
2,785,998
|
||||||
Vessel operating expenses
|
6,754,086
|
3,483,123
|
||||||
Management fees—related party
|
—
|
1,125,000
|
||||||
Depreciation and amortization
|
4,857,427
|
2,466,942
|
||||||
General and administrative expenses
|
7,214,280
|
792,506
|
||||||
Total expenses
|
22,348,866
|
10,653,569
|
||||||
Operating income
|
13,293,594
|
5,200,271
|
||||||
Other income/(expenses)
|
||||||||
Other income—related party
|
383,642
|
—
|
||||||
Interest and finance costs
|
(135,800
|
)
|
(178,540
|
)
|
||||
Interest income
|
65,585
|
107,355
|
||||||
Gain/(loss) on derivatives, net
|
142,395
|
(1,388,144
|
)
|
|||||
Loss on disposal of assets
|
(105,549
|
)
|
—
|
|||||
Foreign currency gain/(loss), net
|
9,016
|
(73,693
|
)
|
|||||
Total other income/(expenses), net
|
359,289
|
(1,533,022
|
)
|
|||||
Net income
|
$
|
13,652,883
|
$
|
3,667,249
|
||||
Earnings per common share, basic and diluted
|
$
|
0.24
|
$
|
0.07
|
||||
Number of
common shares |
Common
stock |
Additional
paid‑in capital |
Retained
earnings |
Total
|
||||||||||||||||
Balance, April 1, 2014
|
48,365,011
|
483,650
|
688,881,939
|
2,833,843
|
692,199,432
|
|||||||||||||||
Issuance—April 24, 2014
|
1,412,698
|
14,127
|
25,839,866
|
—
|
25,853,993
|
|||||||||||||||
Issuance—May 13, 2014
|
7,105,263
|
71,053
|
123,423,492
|
—
|
123,494,545
|
|||||||||||||||
Issuance—May 22, 2014
|
245,521
|
2,455
|
4,335,901
|
—
|
4,338,356
|
|||||||||||||||
Restricted share award issuances
|
655,000
|
6,550
|
(6,550
|
)
|
—
|
—
|
||||||||||||||
Net income for the period
|
—
|
—
|
—
|
3,667,249
|
3,667,249
|
|||||||||||||||
Stock-based compensation
|
—
|
—
|
8,251
|
—
|
8,251
|
|||||||||||||||
Balance, June 30, 2014
|
57,783,493
|
577,835
|
842,482,899
|
6,501,092
|
849,561,826
|
Number of
common shares |
Common
stock |
Additional
paid‑in capital |
Retained
earnings |
Total
|
||||||||||||||||
Balance, April 1, 2015
|
58,057,493
|
580,575
|
844,539,059
|
28,094,625
|
873,214,259
|
|||||||||||||||
Net income for the period
|
—
|
—
|
—
|
13,652,883
|
13,652,883
|
|||||||||||||||
Stock-based compensation
|
—
|
—
|
896,539
|
—
|
896,539
|
|||||||||||||||
Balance, June 30, 2015
|
58,057,493
|
580,575
|
845,435,598
|
41,747,508
|
887,763,681
|
Three months ended
June 30, 2015
|
Three months ended
June 30, 2014
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
13,652,883
|
$
|
3,667,249
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
4,857,427
|
2,466,942
|
||||||
Amortization of financing costs
|
223,740
|
277,431
|
||||||
Unrealized (gain)/loss on derivatives
|
(1,386,886
|
)
|
33,555
|
|||||
Stock-based compensation expense
|
896,539
|
8,251
|
||||||
Loss on disposal of assets
|
105,549
|
—
|
||||||
Unrealized exchange differences
|
(106,399
|
)
|
120,830
|
|||||
Other non-cash items
|
21,182
|
—
|
||||||
Changes in operating assets and liabilities
|
||||||||
Trade receivables, net and accrued revenue
|
15,552,080
|
(3,861,206
|
)
|
|||||
Prepaid expenses and other receivables
|
(46,305
|
)
|
(249,102
|
)
|
||||
Due from related parties
|
(19,890,974
|
)
|
126,466
|
|||||
Inventories
|
1,005,092
|
(444,088
|
)
|
|||||
Trade accounts payable
|
505,911
|
1,212,529
|
||||||
Accrued expenses and other liabilities
|
1,409,214
|
119,249
|
||||||
Due to related parties
|
93,754
|
217,122
|
||||||
Payments for drydocking costs
|
—
|
(215,318
|
)
|
|||||
Net cash provided by operating activities
|
16,892,807
|
3,479,910
|
||||||
Cash flows from investing activities:
|
||||||||
Payments for vessels and vessels under construction
|
(204,076,675
|
)
|
(61,193,283
|
)
|
||||
Restricted cash deposits
|
(3,302,789
|
)
|
—
|
|||||
Proceeds from disposal of assets
|
136,660
|
—
|
||||||
Payments to acquire other fixed assets
|
(191,254
|
)
|
(79,017
|
)
|
||||
Net cash used in investing activities
|
(207,434,058
|
)
|
(61,272,300
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from long—term debt borrowings
|
127,378,019
|
—
|
||||||
Repayment of long—term debt borrowings
|
(2,818,562
|
)
|
(1,278,500
|
)
|
||||
Proceeds from common shares issuances
|
—
|
155,830,178
|
||||||
Financing costs paid
|
(4,218,263
|
)
|
—
|
|||||
Payments relating to issuance costs
|
—
|
(620,931
|
)
|
|||||
Net cash provided by financing activities
|
120,341,194
|
153,930,747
|
||||||
Effects of exchange rates on cash and cash equivalents
|
94,657
|
(120,830
|
)
|
|||||
Net (decrease)/increase in cash and cash equivalents
|
(70,105,400
|
)
|
96,017,527
|
|||||
Cash and cash equivalents at the beginning of the period
|
204,821,183
|
279,131,795
|
||||||
Cash and cash equivalents at the end of the period
|
$
|
134,715,783
|
$
|
375,149,322
|
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
|
|||
Dorian Shanghai LPG Transport LLC
|
VLGC
|
Cougar
|
2015
|
84,000
|
|||
Concorde LPG Transport LLC
|
VLGC
|
Concorde
|
2015
|
84,000
|
|||
Dorian Houston LPG Transport LLC
|
VLGC
|
Cobra
|
2015
|
84,000
|
Subsidiary
|
Type of
vessel(2) |
Hull
number |
Vessel's Name
|
Estimated
vessel delivery date(4) |
CBM(1)
|
|||||||||
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
|
|||||||||
Dorian Dubai LPG Transport LLC
|
VLGC
|
2336
|
Cresques
|
Q3 2015
|
84,000
|
|||||||||
Dorian Monaco LPG Transport LLC
|
VLGC
|
S756
|
Cheyenne
|
Q3 2015
|
84,000
|
|||||||||
Constellation LPG Transport LLC
|
VLGC
|
2661
|
Constellation
|
Q3 2015
|
84,000
|
|||||||||
Dorian Barcelona LPG Transport LLC
|
VLGC
|
S752
|
Clermont
|
Q4 2015
|
84,000
|
|||||||||
Dorian Geneva LPG Transport LLC
|
VLGC
|
2337
|
Cratis
|
Q4 2015
|
84,000
|
|||||||||
Dorian Cape Town LPG Transport LLC
|
VLGC
|
S754
|
Chaparral
|
Q4 2015
|
84,000
|
|||||||||
Dorian Tokyo LPG Transport LLC
|
VLGC
|
2338
|
Copernicus
|
Q4 2015
|
84,000
|
|||||||||
Commander LPG Transport LLC
|
VLGC
|
2662
|
Commander
|
Q4 2015
|
84,000
|
|||||||||
Dorian Explorer LPG Transport LLC
|
VLGC
|
S757
|
Challenger
|
Q4 2015
|
84,000
|
|||||||||
Dorian Exporter LPG Transport LLC
|
VLGC
|
S758
|
Caravel
|
Q1 2016
|
84,000
|
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
|
|
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
|
·
|
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 net pool income on a monthly basis, when the vessel has participated in the pool during the period and the amount of net pool income 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 net pool income. 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 net pool income for the period, and the calculated share of net pool income 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 U.S. GAAP reporting standards.
|
Financing
costs
|
Drydocking
costs
|
Total deferred charges, net
|
||||||||||
Balance, April 1, 2015
|
13,296,216
|
669,705
|
13,965,921
|
|||||||||
Additions
|
3,321,687
|
—
|
3,321,687
|
|||||||||
Amortization
|
(223,740
|
)
|
(62,212
|
)
|
(285,952
|
)
|
||||||
Balance, June 30, 2015
|
16,394,163
|
607,493
|
17,001,656
|
Cost
|
Accumulated
depreciation |
Net book value
|
||||||||||
Balance, April 1, 2015
|
439,180,669
|
(19,204,616
|
)
|
419,976,053
|
||||||||
Additions
|
241,450,881
|
—
|
241,450,881
|
|||||||||
Disposals
|
(268,281
|
)
|
26,060
|
(242,221
|
)
|
|||||||
Depreciation
|
—
|
(4,749,861
|
)
|
(4,749,861
|
)
|
|||||||
Balance, June 30, 2015
|
680,363,269
|
(23,928,417
|
)
|
656,434,852
|
Balance, April 1, 2015
|
398,175,504
|
|||
Installment payments to shipyards
|
198,753,063
|
|||
Other capitalized expenditures
|
6,946,531
|
|||
Capitalized interest
|
1,355,979
|
|||
Vessels delivered (transferred to Vessels)
|
(241,450,881
|
)
|
||
Balance, June 30, 2015
|
363,780,196
|
RBS Loan Facility
|
June 30, 2015
|
March 31, 2015
|
||||||
Tranche A
|
40,800,000
|
40,800,000
|
||||||
Tranche B
|
29,405,500
|
30,684,000
|
||||||
Tranche C
|
47,622,500
|
47,622,500
|
||||||
Total
|
117,828,000
|
119,106,500
|
||||||
2015 Debt Facility
|
||||||||
Commercial Financing
|
68,173,145
|
26,695,381
|
||||||
KEXIM Direct Financing
|
55,748,119
|
21,890,212
|
||||||
KEXIM Guaranteed
|
55,149,845
|
21,655,293
|
||||||
K-sure Insured
|
28,003,776
|
10,996,041
|
||||||
Total
|
207,074,885
|
81,236,927
|
||||||
Total debt obligations
|
324,902,885
|
200,343,427
|
||||||
Presented as follows:
|
||||||||
Current portion of long‑term debt
|
25,325,629
|
15,677,553
|
||||||
Long‑term debt—net of current portion
|
299,577,256
|
184,665,874
|
||||||
Total
|
324,902,885
|
200,343,427
|
Restricted Share Awards
|
Number of Shares
|
Weighted-Average
Grant-Date Fair Value |
||||||
Unvested as of March 31, 2015
|
929,000
|
$
|
19.70
|
|||||
Granted
|
—
|
—
|
||||||
Unvested as of June 30, 2015
|
929,000
|
$
|
19.70
|
Three months ended
June 30, 2015
|
Three months ended
June 30, 2014
|
|||||||
Voyage charter revenues
|
$
|
14,864,184
|
$
|
8,189,289
|
||||
Time charter revenues
|
5,372,203
|
7,374,365
|
||||||
Other revenues
|
95,514
|
290,186
|
||||||
Total
|
$
|
20,331,901
|
$
|
15,853,840
|
June 30, 2015
|
March 31, 2015
|
||||||||||||||||
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
|
—
|
11,343,576
|
—
|
12,730,462
|
Derivatives not designated as hedging instruments
|
Location of gain/(loss) recognized
|
Three months ended
June 30, 2015 |
Three months ended
June 30, 2014 |
||||||
Interest Rate Swap—Change in fair value
|
Gain/(loss) on derivatives, net
|
$
|
1,386,886
|
$
|
(33,554
|
)
|
|||
Interest Rate Swap—Realized loss
|
Gain/(loss) on derivatives, net
|
(1,244,491
|
)
|
(1,354,590
|
)
|
||||
Loss on derivatives—net
|
$
|
142,395
|
$
|
(1,388,144
|
)
|
||||
(In U.S. dollars except share data)
|
Three months ended
June 30, 2015
|
Three months ended
June 30, 2014
|
||||||
Numerator:
|
||||||||
Net income
|
$
|
13,652,883
|
$
|
3,667,249
|
||||
Denominator:
|
||||||||
Weighted average number of common shares outstanding, basic and diluted
|
57,128,493
|
53,346,160
|
||||||
EPS:
|
||||||||
Basic and diluted
|
$
|
0.24
|
$
|
0.07
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(in U.S. dollars, except fleet data)
|
Three months ended
June 30, 2015
|
Three months ended
June 30, 2014
|
||||||
Statement of Operations Data
|
||||||||
Revenues
|
$
|
20,331,901
|
$
|
15,853,840
|
||||
Net pool income
|
15,310,559
|
—
|
||||||
Expenses
|
||||||||
Voyage expenses
|
3,523,073
|
2,785,998
|
||||||
Vessel operating expenses
|
6,754,086
|
3,483,123
|
||||||
Management fees‑related party
|
—
|
1,125,000
|
||||||
Depreciation and amortization
|
4,857,427
|
2,466,942
|
||||||
General and administrative expenses
|
7,214,280
|
792,506
|
||||||
Total expenses
|
22,348,866
|
10,653,569
|
||||||
Operating income
|
13,293,594
|
5,200,271
|
||||||
Other income/(expenses)
|
||||||||
Other income—related party
|
383,642
|
—
|
||||||
Interest and finance costs
|
(135,800
|
)
|
(178,540
|
)
|
||||
Interest income
|
65,585
|
107,355
|
||||||
Gain/(loss) on derivatives, net
|
142,395
|
(1,388,144
|
)
|
|||||
Loss on disposal of assets
|
(105,549
|
)
|
—
|
|||||
Foreign currency gain/(loss), net
|
9,016
|
(73,693
|
)
|
|||||
Total other income/(expenses), net
|
359,289
|
(1,533,022
|
)
|
|||||
Net income
|
$
|
13,652,883
|
$
|
3,667,249
|
||||
Earnings per common share, basic and diluted
|
$
|
0.24
|
$
|
0.07
|
||||
Other Financial Data
|
||||||||
Adjusted EBITDA(1)
|
$
|
19,400,254
|
$
|
7,709,126
|
||||
Fleet Data
|
||||||||
Calendar days(2)
|
662
|
364
|
||||||
Available days (3)
|
648
|
364
|
||||||
Operating days(4)
|
579
|
333
|
||||||
Fleet utilization(5)
|
89.4
|
%
|
91.5
|
%
|
||||
Average Daily Results
|
||||||||
Time charter equivalent rate(6)
|
$
|
55,474
|
$
|
39,243
|
||||
Daily vessel operating expenses(7)
|
$
|
10,203
|
$
|
9,569
|
(in U.S. dollars)
|
As of
June 30, 2015
|
As of
March 31, 2015
|
||||||
Balance Sheet Data
|
||||||||
Cash and cash equivalents
|
$
|
134,715,783
|
$
|
204,821,183
|
||||
Restricted cash, non‑current
|
36,512,789
|
33,210,000
|
||||||
Total assets
|
1,240,826,724
|
1,099,101,270
|
||||||
Current portion of long-term debt
|
25,325,629
|
15,677,553
|
||||||
Long-term debt – net of current portion
|
299,577,256
|
184,665,874
|
||||||
Total liabilities
|
353,063,043
|
225,887,011
|
||||||
Total shareholders' equity
|
887,763,681
|
873,214,259
|
(1)
|
Adjusted EBITDA is non-U.S. GAAP financial measure and represents net income before interest and finance costs, (gain)/loss 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.
Adjusted EBITDA has certain limitations in use and should not be considered an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income. Adjusted EBITDA as presented below may not be computed consistently with similarly titled measures of other companies and, therefore might not be comparable with other companies.
|
(in U.S. dollars)
|
Three months ended
June 30, 2015
|
Three months ended
June 30, 2014
|
||||||
Net income
|
$
|
13,652,883
|
$
|
3,667,249
|
||||
Interest and finance costs
|
135,800
|
178,540
|
||||||
(Gain)/loss on derivatives, net
|
(142,395
|
)
|
1,388,144
|
|||||
Stock-based compensation expense
|
896,539
|
8,251
|
||||||
Depreciation and amortization
|
4,857,427
|
2,466,942
|
||||||
Adjusted EBITDA
|
$
|
19,400,254
|
$
|
7,709,126
|
(2)
|
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.
|
(3)
|
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.
|
(4)
|
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.
|
(5)
|
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.
|
(6)
|
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 the sum of revenues net of voyage expenses and net pool income by operating days for the relevant time period.
|
(7)
|
Daily vessel operating expenses are calculated by dividing vessel operating expenses by calendar days for the relevant time period.
|
Capacity
(Cbm)
|
Shipyard
|
Sister
Ships
|
Year Built/
Estimated
Delivery(1)
|
ECO
Vessel(2)
|
Employment(3)
|
Charter Expiration(1)
|
|
OPERATING FLEET
|
|||||||
VLGCs
|
|||||||
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
|
—
|
Time Charter
|
Q4 2019
|
Comet (5)
|
84,000
|
Hyundai
|
B
|
2014
|
X
|
Time Charter
|
Q3 2019
|
Corsair (6)
|
84,000
|
Hyundai
|
B
|
2014
|
X
|
Time Charter
|
Q3 2018
|
Corvette
|
84,000
|
Hyundai
|
B
|
2015
|
X
|
Spot
|
—
|
Cougar
|
84,000
|
Hyundai
|
B
|
2015
|
X
|
Pool
|
—
|
Concorde
|
84,000
|
Hyundai
|
B
|
2015
|
X
|
Pool
|
—
|
Cobra (7)
|
84,000
|
Hyundai
|
B
|
2015
|
X
|
Pool
|
Q3 2016
|
Continental
|
84,000
|
Hyundai
|
B
|
2015
|
X
|
Pool
|
—
|
PGC
|
|||||||
Grendon
|
5,000
|
Higaki
|
1996
|
—
|
Spot
|
—
|
|
NEWBUILDING VLGCs
|
|||||||
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 income 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 an oil major that began in December 2014.
|
(5)
|
Currently on a time charter with an oil major that began in July 2014.
|
(6)
|
Currently on time charter with an oil major that began in July 2015.
|
(7)
|
Currently on a time charter with an oil major within the Helios Pool that began in July 2015.
|
2015
|
2014
|
Increase /
(Decrease)
|
Percent
Change
|
|||||||||||||
Voyage charter revenues
|
$
|
14,864,184
|
$
|
8,189,289
|
$
|
6,674,895
|
81.5
|
%
|
||||||||
Time charter revenues
|
5,372,203
|
7,374,365
|
(2,002,162
|
)
|
(27.2
|
)%
|
||||||||||
Other revenues
|
95,514
|
290,186
|
(194,672
|
)
|
(67.1
|
)%
|
||||||||||
Total
|
$
|
20,331,901
|
$
|
15,853,840
|
$
|
4,478,061
|
28.2
|
%
|
2015
|
2014
|
|||||||
Net cash provided by operating activities
|
$
|
16,892,807
|
$
|
3,479,910
|
||||
Net cash used in investing activities
|
(207,434,058
|
)
|
(61,272,300
|
)
|
||||
Net cash provided by financing activities
|
120,341,194
|
153,930,747
|
||||||
Net decrease in cash and cash equivalents
|
$
|
(70,105,400
|
)
|
$
|
96,017,527
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 6.
|
EXHIBITS
|
Dorian LPG Ltd.
|
||
(Registrant)
|
||
Date: August 4, 2015
|
/s/ John Hadjipateras
|
|
John Hadjipateras
|
||
President and Chief Executive Officer
(Principal Executive Officer)
|
Date: August 4, 2015
|
/s/ Theodore B. Young
|
|
Theodore B. Young
|
||
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
Exhibit Number
|
Description
|
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
|
|
† | This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act. |
1.
|
I have reviewed this quarterly report on Form 10-Q of Dorian LPG Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ John Hadjipateras
|
|
John Hadjipateras
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Dorian LPG Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Theodore B. Young
|
|
Theodore B. Young
|
|
Chief Financial Officer
|
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
|
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ John Hadjipateras
|
|
John Hadjipateras
|
|
Chief Executive Officer
|
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
|
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Theodore B. Young
|
|
Theodore B. Young
|
|
Chief Financial Officer
|
<]!32;=D)M)78-KD'_"1QZ-'AYO):64Y^X!C ^IS7D'C
M/_D;]2_ZZ_T%:_P[NIKWQM/=7#EYI89&=CW)(K/\>6KVWB^\+CB;;(I]00/Z
M@URYC#EBD>UPU4YJ\F^WZHZ3X5,N.
MC#T([BO=?#FN1>(-&BOD4(Y^65,_=<=1_7\:^?J].^$TS>7J*<;G3AIM2Y3TFBBBN,[PHHHH **** "BBB@ HHHH **** "BBB@ HHHH
M**** &NBR1M&X#*P*L#W!KP+Q-H
Net Pool Income (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Jun. 30, 2015 |
Jun. 30, 2014 |
|
Net Pool Income | ||
Gross revenues | $ 20,300,000 | |
Voyage expenses | 4,500,000 | |
General and administrative expenses | 500,000 | |
Reimbursement of general and administrative expenses | 200,000 | |
Pool Revenue | $ 15,310,559 | $ 0 |
K?:'38!$0$_!8SV+";!^Q'Q)23?
MZSW-@@604+F@P/UR@GN0,@CYQK\GS;>6@7@>S^H/<5KO_L@MW*/\)6K7>;,9
M)34T?)#N&<='F$:X#8(52AN_I!JL0S53*%'\-:U"QW5,?_+M1+M.R"="OA"^
M9M%X:A1M?N..EX7!D=B>A[-;[3S.FB8.7A:G VEZ?\]Q
M>WN[E7J!\:+D'=^LS\71_%VTQ[+IDE?;][8>;T4.UO;&B2!?W)B>3+&_/53F
MT`]?U3#8_B;)/_3V/%V,W6[G-O\#4$L#!!0````(`&8P!4 (G7FMMKHV<@'
M:V*<(Y.,,OOD/`>W4W5UK0DMJN1JC0*:]:0I0QKL-)M1P])9DQB&(`C^"$(]
M"!X-4&@1KUE/&OQ1TSM-[D&\!FQEERS@DB$,`..01#O,X7H-9P4A9DF4:
M&J2A`!H*H/$:2DA!6+8,PX(P;%P(D$T6-,@`V62`;+*YU+;:>!DG#^+D`)P<
M@)-/I29ED0%VMPC2%`":`D!33*5F98J68(M@(3*>@7NEA/<@Y1>R#7^/VM^M?3$\WA1?PC3.O=';N`>
MY:NH;>?,)I34T/!1VF><'F$>8>L%*Y0F?$DU&HMJH5"B^'M<11_6*?[)TYEV
MG9#-A&PEW";!>&P4;/[AEI>%QHF8@?NS2W<.KKV(4R;.FW%C!TT=!B^+4YG>
M)@4[>:$+3"0>9LR*8$[]:HN,7J-G@9[]3-]
04IOY!*_S9X?*3UX.5_$P4RGSBEI>%QHF8@?NS2_=.KKV)LUBR
MVDU*MFMS[QG26#F3'TGM1@,<6@$FVF"Z]S^P/RZ,!4[<[$2N>&-Z>78SM7/!
M>+^.+T];L<<%T(D_^D!!"X=`T6<.[!`CORK4TU3N3C2757RR25.:$^<)[1G*
M!1(<,FD$4!I;T+P`Q!QU365%:-#X4SG*5F;IBHZ]+V&;8"Y[CC3DQQPEKSC0
MUNUE8,@'&0WYTK3:=KL``Z[>MCK+E?"+J`GYPBVTM!D=F2;>1(VHCSYB7FE-
M\8`NYG;CL=Q6L2,P+